COVER
COVER - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 30, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 333-256188 | |
Entity Registrant Name | 1STDIBS.COM, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 94-3389618 | |
Entity Address, Address Line One | 51 Astor Place, 3rd Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10003 | |
City Area Code | 212 | |
Local Phone Number | 627-3927 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | DIBS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 37,816,420 | |
Entity Central Index Key | 0001600641 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 176,087 | $ 54,862 |
Accounts receivable, net of allowance for doubtful accounts of $35 and $51 at June 30, 2021 and December 31, 2020, respectively | 695 | 887 |
Prepaid expenses | 6,645 | 1,603 |
Receivables from payment processors | 3,081 | 3,052 |
Other current assets | 1,557 | 3,665 |
Total current assets | 188,065 | 64,069 |
Total property and equipment, net | 4,687 | 5,136 |
Goodwill | 7,224 | 7,212 |
Intangible assets, net | 1,253 | 1,352 |
Other assets | 3,542 | 3,573 |
Total assets | 204,771 | 81,342 |
Current liabilities: | ||
Accounts payable | 8,812 | 4,548 |
Payables due to sellers | 8,435 | 4,493 |
Accrued expenses | 11,086 | 9,452 |
Other current liabilities | 3,567 | 4,918 |
Total current liabilities | 31,900 | 23,411 |
Other liabilities | 3,285 | 3,352 |
Total liabilities | 35,185 | 26,763 |
Commitments and Contingencies | ||
Redeemable convertible preferred stock (Series A, B, C, C-1, and D), $0.01 par value; zero and 57,771,864 shares authorized; zero and 19,243,795 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively; aggregate liquidation preference of zero and $301,300 as of June 30, 2021 and December 31, 2020, respectively | 0 | 298,525 |
Stockholders’ equity (deficit): | ||
Preferred stock, $0.01 par value; 10,000,000 and zero shares authorized as of June 30, 2021 and December 31, 2020, respectively; zero shares issued and outstanding as of June 30, 2021 and December 31, 2020 | 0 | 0 |
Common stock, $0.01 par value; 400,000,000 and 105,767,092 shares authorized as of June 30, 2021 and December 31, 2020, respectively; 37,811,736 and 11,376,048 shares issued as of June 30, 2021 and December 31, 2020, respectively; and 37,803,179 and 11,376,048 shares outstanding as of June 30, 2021 and December 31, 2020, respectively | 378 | 114 |
Additional paid-in capital | 423,202 | 0 |
Accumulated deficit | (253,808) | (243,858) |
Accumulated other comprehensive loss | (186) | (202) |
Total stockholders’ equity (deficit) | 169,586 | (243,946) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ 204,771 | $ 81,342 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 35 | $ 51 |
Redeemable convertible preferred stock, issued, par value (in usd per share) | $ 0.01 | $ 0.01 |
Redeemable convertible preferred stock, authorized (in shares) | 0 | 57,771,864 |
Redeemable convertible preferred stock, issued (in shares) | 0 | 19,243,795 |
Redeemable convertible preferred stock, outstanding (in shares) | 0 | 19,243,795 |
Redeemable convertible preferred stock, liquidation preference | $ 0 | $ 301,300 |
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 10,000,000 | 0 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 400,000,000 | 105,767,092 |
Common stock, issued (in shares) | 37,811,736 | 11,376,048 |
Common stock, outstanding (in shares) | 37,803,179 | 11,376,048 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Net revenue | $ 24,699 | $ 19,132 | $ 50,225 | $ 37,019 |
Cost of revenue | 7,314 | 6,082 | 14,346 | 12,945 |
Gross profit | 17,385 | 13,050 | 35,879 | 24,074 |
Operating expenses: | ||||
Sales and marketing | 11,244 | 8,537 | 22,789 | 17,493 |
Technology development | 4,541 | 4,080 | 8,486 | 8,320 |
General and administrative | 4,743 | 2,933 | 9,150 | 6,186 |
Provision for transaction losses | 1,463 | 877 | 2,516 | 1,740 |
Total operating expenses | 21,991 | 16,427 | 42,941 | 33,739 |
Loss from operations | (4,606) | (3,377) | (7,062) | (9,665) |
Other income (expense), net: | ||||
Interest income | 23 | 22 | 35 | 155 |
Interest expense | (4) | (10) | (9) | (10) |
Other income (expense), net | 456 | 113 | 747 | (45) |
Total other income (expense), net | 475 | 125 | 773 | 100 |
Net loss before income taxes | (4,131) | (3,252) | (6,289) | (9,565) |
Provision for income taxes | 0 | 0 | 0 | (1) |
Net loss | (4,131) | (3,252) | (6,289) | (9,566) |
Accretion of redeemable convertible preferred stock to redemption value | (3,232) | (3,728) | (7,061) | (7,405) |
Net loss attributable to common stockholders, basic | (7,363) | (6,980) | (13,350) | (16,971) |
Net loss attributable to common stockholders, diluted | $ (7,363) | $ (6,980) | $ (13,350) | $ (16,971) |
Net loss per share attributable to common stockholders—basic (in usd per share) | $ (0.44) | $ (0.63) | $ (0.95) | $ (1.54) |
Net loss per share attributable to common stockholders—diluted (in usd per share) | $ (0.44) | $ (0.63) | $ (0.95) | $ (1.54) |
Weighted average common shares outstanding—basic | 16,629,401 | 11,035,411 | 14,052,887 | 11,004,069 |
Weighted average common shares outstanding—diluted | 16,629,401 | 11,035,411 | 14,052,887 | 11,004,069 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (4,131) | $ (3,252) | $ (6,289) | $ (9,566) |
Other comprehensive loss: | ||||
Foreign currency translation adjustment, net of tax of $0 for each of the three and six months ended June 30, 2021 and 2020 | (2) | (16) | 16 | (123) |
Comprehensive loss | $ (4,133) | $ (3,268) | $ (6,273) | $ (9,689) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustment, tax | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid - In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Balance (in shares) at Dec. 31, 2019 | 19,243,795 | ||||
Balance at Dec. 31, 2019 | $ 283,430 | ||||
Redeemable Convertible Preferred Stock | |||||
Accretion of redeemable convertible preferred stock to redemption value | $ 7,405 | ||||
Balance (in shares) at Jun. 30, 2020 | 19,243,795 | ||||
Balance at Jun. 30, 2020 | $ 290,835 | ||||
Balance (in shares) at Dec. 31, 2019 | 10,864,622 | ||||
Balance at Dec. 31, 2019 | (219,222) | $ 109 | $ 0 | $ (219,086) | $ (245) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Accretion of redeemable convertible preferred stock to redemption value | (7,405) | (1,099) | (6,306) | ||
Exercise of stock options (in shares) | 177,603 | ||||
Issuance of common stock for exercise of stock options | 685 | $ 1 | 684 | ||
Stock-based compensation | 415 | 415 | |||
Foreign currency translation adjustment | (123) | (123) | |||
Net loss | (9,566) | (9,566) | |||
Balance at Jun. 30, 2020 | $ (235,216) | $ 110 | 0 | (234,958) | (368) |
Balance (in shares) at Jun. 30, 2020 | 11,042,225 | ||||
Balance (in shares) at Mar. 31, 2020 | 19,243,795 | ||||
Balance at Mar. 31, 2020 | $ 287,107 | ||||
Redeemable Convertible Preferred Stock | |||||
Accretion of redeemable convertible preferred stock to redemption value | $ 3,728 | ||||
Balance (in shares) at Jun. 30, 2020 | 19,243,795 | ||||
Balance at Jun. 30, 2020 | $ 290,835 | ||||
Balance (in shares) at Mar. 31, 2020 | 11,026,498 | ||||
Balance at Mar. 31, 2020 | (228,509) | $ 110 | 0 | (228,267) | (352) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Accretion of redeemable convertible preferred stock to redemption value | (3,728) | (289) | (3,439) | ||
Exercise of stock options (in shares) | 15,727 | ||||
Issuance of common stock for exercise of stock options | 62 | 62 | |||
Stock-based compensation | 227 | 227 | |||
Foreign currency translation adjustment | (16) | (16) | |||
Net loss | (3,252) | (3,252) | |||
Balance at Jun. 30, 2020 | $ (235,216) | $ 110 | 0 | (234,958) | (368) |
Balance (in shares) at Jun. 30, 2020 | 11,042,225 | ||||
Balance (in shares) at Dec. 31, 2020 | 19,243,795 | ||||
Balance at Dec. 31, 2020 | $ 298,525 | ||||
Redeemable Convertible Preferred Stock | |||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares) | (19,243,795) | ||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering | $ (305,586) | ||||
Accretion of redeemable convertible preferred stock to redemption value | $ 7,061 | ||||
Balance (in shares) at Jun. 30, 2021 | 0 | ||||
Balance at Jun. 30, 2021 | $ 0 | ||||
Balance (in shares) at Dec. 31, 2020 | 11,376,048 | 11,376,048 | |||
Balance at Dec. 31, 2020 | $ (243,946) | $ 114 | 0 | (243,858) | (202) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares) | 19,243,795 | ||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering | 305,586 | $ 192 | 305,394 | ||
Issuance of common stock in connection with initial public offering (in shares) | 6,612,500 | ||||
Issuance of common stock in connection with initial public offering, net of issuance costs of $14,762 | 117,488 | $ 66 | 117,422 | ||
Accretion of redeemable convertible preferred stock to redemption value | (7,061) | (3,400) | (3,661) | ||
Issuance of common stock for acquisition of Design Manager (in shares) | 45,152 | ||||
Issuance of common stock for acquisition of Design Manager | $ 767 | $ 1 | 766 | ||
Exercise of stock options (in shares) | 490,019 | 490,019 | |||
Issuance of common stock for exercise of stock options | $ 1,959 | $ 5 | 1,954 | ||
Issuance of common stock for cashless exercise of warrants (in shares) | 35,665 | ||||
Stock-based compensation | 1,066 | 1,066 | |||
Foreign currency translation adjustment | 16 | 16 | |||
Net loss | (6,289) | (6,289) | |||
Balance at Jun. 30, 2021 | $ 169,586 | $ 378 | 423,202 | (253,808) | (186) |
Balance (in shares) at Jun. 30, 2021 | 37,803,179 | 37,803,179 | |||
Balance (in shares) at Mar. 31, 2021 | 19,243,795 | ||||
Balance at Mar. 31, 2021 | $ 302,354 | ||||
Redeemable Convertible Preferred Stock | |||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares) | (19,243,795) | ||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering | $ (305,586) | ||||
Accretion of redeemable convertible preferred stock to redemption value | $ 3,232 | ||||
Balance (in shares) at Jun. 30, 2021 | 0 | ||||
Balance at Jun. 30, 2021 | $ 0 | ||||
Balance (in shares) at Mar. 31, 2021 | 11,602,230 | ||||
Balance at Mar. 31, 2021 | (248,716) | $ 116 | 0 | (248,648) | (184) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares) | 19,243,795 | ||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering | 305,586 | $ 192 | 305,394 | ||
Issuance of common stock in connection with initial public offering (in shares) | 6,612,500 | ||||
Issuance of common stock in connection with initial public offering, net of issuance costs of $14,762 | 117,488 | $ 66 | 117,422 | ||
Accretion of redeemable convertible preferred stock to redemption value | (3,232) | (2,203) | (1,029) | ||
Issuance of common stock for acquisition of Design Manager (in shares) | 45,152 | ||||
Issuance of common stock for acquisition of Design Manager | 767 | $ 1 | 766 | ||
Exercise of stock options (in shares) | 263,837 | ||||
Issuance of common stock for exercise of stock options | 1,040 | $ 3 | 1,037 | ||
Issuance of common stock for cashless exercise of warrants (in shares) | 35,665 | ||||
Stock-based compensation | 786 | 786 | |||
Foreign currency translation adjustment | (2) | (2) | |||
Net loss | (4,131) | (4,131) | |||
Balance at Jun. 30, 2021 | $ 169,586 | $ 378 | $ 423,202 | $ (253,808) | $ (186) |
Balance (in shares) at Jun. 30, 2021 | 37,803,179 | 37,803,179 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Offering costs | $ 14,762 | $ 14,762 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (6,289) | $ (9,566) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 1,634 | 3,966 |
Stock-based compensation expense | 1,042 | 415 |
Change in fair value of deferred acquisition consideration | 427 | 0 |
Provision for transaction losses and eCommerce returns | 239 | 171 |
Amortization of costs to obtain revenue contracts | 239 | 246 |
Deferred rent | (97) | (2,740) |
Other | (3) | 187 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 115 | (165) |
Prepaid and other current assets | (4,385) | 1,588 |
Receivables from payment processors | (29) | 137 |
Other assets | (74) | (84) |
Accounts payable and accrued expenses | 5,399 | (1,151) |
Payables due to sellers | 3,942 | 91 |
Other current liabilities and other liabilities | (539) | (1,208) |
Net cash provided by (used in) operating activities | 1,621 | (8,113) |
Cash flows from investing activities: | ||
Development of internal-use software | (1,038) | (994) |
Purchases of property and equipment | (48) | (10) |
Net cash used in investing activities | (1,086) | (1,004) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock in initial public offering, net of underwriting discounts and commissions | 122,993 | 0 |
Proceeds from exercise of stock options | 1,959 | 685 |
Payment of deferred acquisition consideration | (640) | 0 |
Payment of deferred offering costs | (3,629) | 0 |
Net cash provided by financing activities | 120,683 | 685 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 7 | (254) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 121,225 | (8,686) |
Cash, cash equivalents, and restricted cash at beginning of the period | 58,195 | 58,804 |
Cash, cash equivalents, and restricted cash at end of the period | 179,420 | 50,118 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 8 | 10 |
Supplemental disclosure of non-cash activities: | ||
Accretion of redeemable convertible preferred stock to redemption value | 7,061 | 7,405 |
Conversion of redeemable convertible preferred stock in connection with initial public offering | 305,586 | 0 |
Change in deferred offering costs included in accounts payable and accrued expenses | 530 | 0 |
Issuance of common stock for Design Manager acquisition | $ 767 | $ 0 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Description of Business 1stdibs.com, Inc. (“1stDibs” or the “Company”) is one of the world’s leading online marketplaces for connecting design lovers with many of the best sellers and makers of vintage, antique, and contemporary furniture, home décor, jewelry, watches, art, and fashion. The Company’s thoroughly vetted seller base, in-depth editorial content, and custom-built technology platform create trust in the Company’s brand and facilitate high-consideration purchases of luxury design products online. By disrupting the way these items are bought and sold, 1stDibs is both expanding access to, and growing the market for, luxury design products. The Company was incorporated in the state of Delaware on March 10, 2000 and is headquartered in New York, NY with additional offices in Pennsylvania, Colorado, and the United Kingdom. Basis of Presentation The accompanying condensed consolidated financial statements are prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries, 1stdibs.com, Ltd. and 1stdibs Design Manager, Inc. (“Design Manager”). All intercompany accounts and transactions have been eliminated in consolidation. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on June 10, 2021 (the "Prospectus"). The condensed consolidated balance sheet as of December 31, 2020, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by U.S. GAAP on an annual reporting basis. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of its financial position and its results of operations, changes in redeemable convertible preferred stock and stockholders’ equity (deficit), and cash flows for the interim periods. The results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2021. There have been no material changes to the Company's significant accounting policies as described in the Prospectus. Initial Public Offering The Company’s registration statement on Form S-1 (“IPO Registration Statement”) related to its initial public offering (“IPO”) was declared effective by the SEC on June 9, 2021, and the Company’s common stock began trading on the Nasdaq Global Select Market on June 10, 2021. On June 14, 2021, the Company completed its initial public offering of 6,612,500 shares of its common stock at a price to the public of $20.00 per share, which includes the exercise in full by the underwriters of their option to purchase from the Company an additional 862,500 shares of the Company’s common stock. The Company received net proceeds of $123.0 million after deducting underwriters’ discounts and commissions, before deducting offering costs. Upon the closing of the IPO, all shares of the Company’s outstanding redeemable convertible preferred stock automatically converted into 19,243,795 shares of common stock. Prior to the IPO, deferred offering costs, which consist of direct incremental legal, accounting, and other third-party fees relating to the IPO, were capitalized in other current assets on the condensed consolidated balance sheets. Upon completion of the IPO, the $5.5 million of deferred offering costs were reclassified into additional paid-in capital and accounted for as a reduction of the IPO proceeds in the condensed consolidated balance sheets. Stock Split On May 25, 2021, the Company’s Board of Directors approved an amendment to the amended and restated certificate of incorporation of the Company effecting a 1-for-3 reverse stock split of the Company’s issued and outstanding shares of redeemable convertible preferred stock and common stock. This was approved by the stockholders on May 28, 2021, and the split was effected on May 28, 2021 without any change in the par value per share. All information related to the Company’s redeemable convertible preferred stock, common stock, common stock warrants, and stock options, as well as the per share amounts, have been retroactively adjusted to give effect to the 1-for-3 reverse stock split for all periods presented. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition, provision for transaction losses, accounting for business combinations, determination of useful lives of property and equipment, valuation and useful lives of intangible assets, impairment assessment of goodwill, internal-use software, valuation of common stock, stock option valuations, income taxes, and the recognition and disclosure of contingent liabilities. The Company evaluates its estimates and assumptions on an ongoing basis. Actual results could differ from those estimates and such differences may be material to the condensed consolidated financial statements. Cash, Cash Equivalents, and Restricted Cash The following represents the Company’s cash, cash equivalents, and restricted cash as of the periods presented: (in thousands) June 30, 2021 June 30, 2020 Cash and cash equivalents $ 176,087 $ 46,783 Restricted cash 3,333 3,335 Total cash, cash equivalents, and restricted cash $ 179,420 $ 50,118 The Company considers all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. The Company’s restricted cash relates to a Letter of Credit for its office lease in New York, New York and is included in other assets in the Company’s consolidated balance sheets. The carrying value of the restricted cash approximates fair value. Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40 ). The update is associated with customer accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. The amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance is effective for fiscal years and interim periods beginning after December 15, 2019 for public companies, and for fiscal years beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021, for all other entities. The Company adopted this standard on January 1, 2021. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . The guidance in ASU 2016-02 supersedes the leasing guidance in Topic 840, Leases . Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the condensed consolidated statement of operations. An entity may adopt the guidance either (1) retrospectively to each prior reporting period presented in the financial statements with a cumulative-effect adjustment recognized at the beginning of the earliest comparative period presented or (2) retrospectively at the beginning of the period of adoption through a cumulative-effect adjustment. The guidance is effective for fiscal years and interim periods beginning after December 15, 2018 for public companies, and for fiscal years beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022, for all other entities. The Company plans to adopt this standard on January 1, 2022 and is currently evaluating the impact of this standard on its condensed consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes which simplifies the accounting for income taxes, eliminates certain exceptions with ASC 740, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. This guidance is effective for fiscal years and interim periods beginning after |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions On May 2, 2019, the Company acquired 100% of the outstanding equity of Franklin Potter Associates, Inc. and its subsidiary, doing business as Design Manager, a privately-held company that sells subscriptions to a software solution to interior designers to assist with project management, purchasing, and accounting for a total purchase consideration of $4.2 million, subject to customary purchase price adjustments. The acquisition was intended to further enhance the Company’s offerings to interior designers, as both the 1stDibs and Design Manager platforms offer tools that are integral to their businesses. The acquisition qualified as a business combination, and the Company recorded all assets acquired and liabilities assumed at their acquisition-date fair values. The excess of the purchase price in the acquisition over the fair value of the tangible and identifiable intangible assets acquired less the liabilities assumed was recorded as goodwill. The results of Design Manager have been included in the condensed consolidated financial statements since the date of acquisition. The total purchase consideration as of the acquisition date was as follows (in thousands): Cash paid at closing $ 2,513 Shares issued at closing 791 Cash to be paid at secondary anniversary of closing 640 Shares to be issued at secondary anniversary of closing 206 Total purchase consideration $ 4,150 The cash to be paid and the shares to be issued at the second anniversary after the closing date represent deferred acquisition consideration that secured the sellers’ indemnity obligations for general representations and warranties of the sellers. To the Company’s knowledge, the representations and warranties were accurate as of the acquisition date and no event or condition has occurred that would result in a claim against the deferred acquisition consideration. Prior to the second anniversary of closing, the deferred acquisition consideration included in the purchase price was recorded in other current liabilities in the Company’s condensed consolidated balance sheets. The Company recorded the shares to be issued on the second anniversary of closing at fair value of $0.2 million at the time of the acquisition. The shares to be issued were subsequently remeasured to fair value at each reporting date with changes in fair value recognized as a general and administrative expense in the Company’s condensed consolidated statements of operations. Changes in the fair value of the deferred acquisition consideration were $0.3 million and $0.4 million during the three and six months ended June 30, 2021. The 45,152 shares of common stock were issued in May 2021, upon the second anniversary after the closing date, with a final fair value of $0.8 million. Additionally, a cash payment of $0.6 million was made in May 2021. As of June 30, 2021, no deferred acquisition consideration remained on the Company’s condensed consolidated balance sheet. Changes in the fair value of the deferred acquisition consideration were immaterial during the three and six months ended June 30, 2020. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Certain assets and liabilities are carried at fair value in accordance with GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) 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 requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies, and similar techniques. The carrying values of cash and cash equivalents, accounts receivable, net, prepaid expenses, receivables from payment processors, accounts payable, payables due to sellers, accrued expenses, and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities. As of December 31, 2020, the Company’s deferred acquisition consideration in connection with its Design Manager acquisition (see Note 2) was carried at fair value, determined according to Level 3 inputs in the fair value hierarchy described above. The fair value of the deferred acquisition consideration was determined by considering as an input the fair value per share of the Company’s common stock which was determined through a third-party valuation. As of June 30, 2021, the shares of common stock were issued and no deferred acquisition consideration remained on the Company’s condensed consolidated balance sheet. There were no transfers between Level 1, Level 2, or Level 3 during the three and six months ended June 30, 2021, and 2020. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The following table summarizes the Company’s net revenue by type of service for the periods presented: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2020 2021 2020 Seller marketplace services $ 23,825 $ 18,512 $ 48,541 $ 35,715 Other services 874 620 1,684 1,304 Total net revenue $ 24,699 $ 19,132 $ 50,225 $ 37,019 The Company generates revenue from seller marketplace services and other services. Seller marketplace services primarily consist of subscription, listing, and marketplace transaction fees. Other services primarily consist of advertising revenues generated from displaying ads on the Company’s online marketplace and offering subscriptions to access software typically used by interior designers. Contract Balances from Contracts with Customers The following table provides a rollforward of the deferred revenue amounts as follows (in thousands): Balance as of December 31, 2020 $ 616 Billings 1,078 Revenue recognized (915) Balance as of June 30, 2021 $ 779 The amount of revenue recognized during the six months ended June 30, 2021 that was included in the deferred revenue balance at January 1, 2021 was $0.4 million. |
Other Current Assets
Other Current Assets | 6 Months Ended |
Jun. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other Current Assets As of June 30, 2021 and December 31, 2020, other current assets consisted of the following: (in thousands) June 30, 2021 December 31, 2020 Costs to obtain revenue contracts $ 294 $ 363 Deferred offering costs — 1,320 Other current assets 1,263 1,982 Total other current assets $ 1,557 $ 3,665 |
Property and Equipment, net
Property and Equipment, net | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net As of June 30, 2021 and December 31, 2020, property and equipment, net consisted of the following: (in thousands) June 30, 2021 December 31, 2020 Internal-use software $ 15,261 $ 14,625 Leasehold improvements 3,591 3,591 Furniture and fixtures 1,107 1,107 Computer equipment and software 801 753 Construction in progress 1,164 761 Total property and equipment, gross 21,924 20,837 Less: Accumulated depreciation and amortization (17,237) (15,701) Total property and equipment, net $ 4,687 $ 5,136 Depreciation expense related to the Company’s property and equipment totaled $0.7 million and $1.5 million for the three and six months ended June 30, 2021, respectively and $1.1 million and $3.9 million for the three and six months ended June 30, 2020, respectively. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses As of June 30, 2021 and December 31, 2020, accrued expenses consisted of the following: (in thousands) June 30, 2021 December 31, 2020 Shipping $ 4,409 $ 2,901 Payroll 2,690 2,297 Sales & use tax payable 1,431 1,787 Allowance for transaction losses 1,031 844 Payment processor fees 869 883 Allowance for eCommerce returns 380 406 Other 276 334 Total accrued expenses $ 11,086 $ 9,452 |
Other Current Liabilities
Other Current Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Other Current Liabilities As of June 30, 2021 and December 31, 2020, other current liabilities consisted of the following: (in thousands) June 30, 2021 December 31, 2020 Deferred rent $ 194 $ 194 Sales and use tax contingencies 2,183 2,087 Buyer deposits 549 1,149 Deferred acquisition consideration — 980 Deferred revenue 641 508 Total other current liabilities $ 3,567 $ 4,918 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 6 Months Ended |
Jun. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock Upon the closing of the IPO, all shares of the Company’s outstanding redeemable convertible preferred stock automatically converted into 19,243,795 shares of common stock. As of December 31, 2020 redeemable convertible preferred stock consisted of the following (in thousands, except share amounts): December 31, 2020 Preferred Preferred Carrying Liquidation Common Stock Series A redeemable convertible preferred stock 21,662,000 7,220,666 $ 94,604 $ 94,623 7,220,666 Series B redeemable convertible preferred stock 10,996,181 3,665,390 62,931 62,935 3,665,390 Series C redeemable convertible preferred stock 3,182,158 1,060,719 21,137 21,137 1,060,719 Series C-1 redeemable convertible preferred stock 5,966,682 1,988,891 35,089 35,098 1,988,891 Series D redeemable convertible preferred stock 15,964,843 5,308,129 84,764 87,507 5,308,129 57,771,864 19,243,795 $ 298,525 $ 301,300 19,243,795 In January 2021, the Company’s preferred stockholders executed an Agreement and Waiver of Preferred Stockholders, which waived redemption rights for their preferred stock in connection with a non-qualified IPO event during the effective period. A non-qualified IPO is an IPO that does not result in: (i) aggregate gross proceeds to the Company of at least $50.0 million and (ii) a price per share paid by the public of an amount greater than or equal to $24.93, as appropriately adjusted for stock splits, stock combinations, and stock dividends. The waiver was effective from the date the Company filed with or confidentially submitted to the United States Securities and Exchange Commission a registration statement on Form S-1 relating to a contemplated IPO, through June 30, 2022, or the earliest to occur of one of several termination events as defined therein, including the Company’s completion of an IPO. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Equity | Equity As of June 30, 2021 and December 31, 2020, the Company had reserved shares of common stock for issuance in connection with the following: June 30, December 31, Conversion of outstanding shares of redeemable convertible preferred stock — 19,243,795 Options to purchase common stock 4,138,569 3,170,321 Common stock warrants to purchase common stock — 44,222 Shares to be issued to former Design Manager stockholders on second anniversary of closing — 45,152 Options available for future grant under the 2011 Plan — 204,022 Options available for future grant under the 2021 Plan 5,412,270 — Shares available for future grant under the ESPP 800,000 — Total 10,350,839 22,707,512 Preferred Stock Effective June 14, 2021, in connection with the closing of the Company’s IPO, the Company’s Board of Directors is authorized to issue up to 10,000,000 shares of preferred stock, $0.01 par value per share, in one or more series. The Company's Board of Directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. As of June 30, 2021 and December 31, 2020, no shares of preferred stock were issued or outstanding. Common Stock As of June 30, 2021 and December 31, 2020, the Company had authorized 400,000,000 and 105,767,092 shares, respectively, of voting common stock, $0.01 par value per share. Each holder of the Company's common stock is entitled to one vote for each share on all matters to be voted upon by the stockholders and there are no cumulative rights. Subject to any preferential rights of any outstanding preferred stock, holders of the Company's common stock are entitled to receive ratably the dividends, if any, as may be declared from time to time by the Board of Directors out of legally available funds. If there is a liquidation, dissolution, or winding up of the Company, holders of the Company's common stock would be entitled to share in the Company's assets remaining after the payment of liabilities and any preferential rights of any outstanding preferred stock. The rights, preferences, and privileges of the holders of the Company's common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock which the Company may designate and issue in the future. Common Stock Warrants In June 2021, before the closing of the Company’s IPO, the 44,222 common stock warrants were exercised in a cashless exercise for a net amount of 35,665 common shares. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based compensation 2011 Option Plan The Company adopted the 2011 Stock Option and Grant Plan (the “2011 Plan”) on September 2, 2011 and amended and restated the plan on December 14, 2011. The 2011 Plan provided for the Company to grant incentive stock options or nonqualified stock options, restricted stock awards, and other stock-based awards to its employees, directors, officers, outside advisors, and non-employee consultants. At the time of grant, the options issued to new employees pursuant to the 2011 Plan expire ten years from the date of grant and generally vest over four years, with 25% vesting on the first anniversary and the balance vesting ratably over the remaining 36 months. Additional options issued to current employees, current outside advisors, and non-employee consultants pursuant to the 2011 Plan expire ten years from the date of grant and generally vest ratably over 48 months. The 2011 Plan is administered by the Company’s board of directors or, at the discretion of the Company’s board of directors, by a committee thereof. The exercise prices, vesting, and other restrictions are determined at the discretion of the Company’s board of directors, or its committee if so delegated. In February 2021, the Company’s board of directors approved an increase of 2,333,333 shares of common stock to be available for future issuance under the 2011 Option Plan, which was approved by the stockholders in March 2021. Following the completion of the Company’s IPO, no additional awards and no shares of the Company’s common stock remain available for future issuance under the 2011 Plan. However, the 2011 Plan will continue to govern the terms and conditions of the outstanding awards previously granted thereunder. 2021 Stock Incentive Plan In May 2021, the Company's board of directors adopted, and its stockholders approved, the 2021 Stock Incentive Plan (the “2021 Plan”), which became effective upon the SEC declaring the Company’s IPO registration statement effective. The 2021 Plan provides for the grant of incentive stock options (“ISOs”), nonstatutory stock options (“NSOs”), restricted share awards, stock unit awards, stock appreciation rights, cash-based awards, and performance-based stock awards, or collectively, stock awards. ISOs may be granted only to the Company’s employees, including officers, and the employees of its parent or subsidiaries. All other stock awards may be granted to the Company’s employees, officers, non-employee directors, and consultants and the employees and consultants of its parent, subsidiaries, and affiliates. The aggregate number of shares of the Company’s common stock that may be issued pursuant to stock awards under the 2021 Plan will not exceed the sum of (x) 4,333,333 shares (as adjusted for stock splits, stock dividends, combinations, and the like), plus (y) the sum of (1) the number of reserved shares not issued or subject to outstanding awards under the 2011 Plan on the effective date of the 2021 Plan and (2) the number of shares subject to outstanding stock awards granted under the 2011 Plan and that, following the effective date of the 2021 Plan, (A) are subsequently forfeited or terminated for any reason before being exercised or settled, (B) are not issued because such stock award is settled in cash, (C) are subject to vesting restrictions and are subsequently forfeited, (D) are withheld or reacquired to satisfy the applicable exercise, strike, or purchase price, or (E) are withheld or reacquired to satisfy a tax withholding obligation, plus (z) an annual increase on the first day of each fiscal year, for a period of not more than 10 years, beginning on January 1, 2022 and ending on, and including, January 1, 2031, in an amount equal to the lesser of (i) 5% of the outstanding shares on the last day of the immediately preceding fiscal year or (ii) such lesser amount that the Compensation Committee determines for purposes of the annual increase for that fiscal year. As of June 30, 2021, 5,412,270 shares were available for future grants of the Company’s common stock. Stock Option Valuation The following table presents, on a weighted-average basis, the assumptions used in the Black Scholes option-pricing model to determine the grant-date fair value to the Company’s employees: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Expected term in years 6.0 5.9 6.0 5.9 Expected stock price volatility 67.3% 48.2% 67.6% 48.0% Risk-free interest rate 1.0% 0.4% 1.1% 0.5% Expected dividend yield — — — — Stock Options The following table summarizes the Company’s stock option activity since December 31, 2020: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2020 3,170,321 $ 4.11 6.2 $ 10,847 Granted 1,504,567 10.18 Exercised 490,019 4.00 Cancelled 46,300 6.47 Outstanding as of June 30, 2021 4,138,569 $ 6.30 7.3 $ 117,977 Options exercisable as of June 30, 2021 2,016,046 $ 4.10 5.2 $ 61,906 Options vested and expected to vest as of June 30, 2021 4,138,569 $ 6.30 7.3 $ 117,977 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for all stock options that had exercise prices lower than the fair value of the Company’s common stock. The aggregate intrinsic value of stock options exercised was $1.7 million and $2.9 million during the three and six months ended June 30, 2021, respectively, and less than $0.1 million and $0.1 million during the three and six months ended June 30, 2020, respectively. The weighted-average grant-date fair value per share of stock options granted was $8.68 and $6.17 during the three and six months ended June 30, 2021, respectively, and $2.05 during both the three and six months ended June 30, 2020. The total fair value of stock options vested was $0.5 million and $0.7 million during the three and six months ended June 30, 2021, respectively, and $0.2 million and $0.5 million during the three and six months ended June 30, 2020, respectively. The stock options granted during the six months ended June 30, 2021 included 615,997 stock options granted to executive officers that include a performance condition related to a sale event or initial public offering occurring before December 31, 2021 in addition to the standard service condition. These options will vest over four years, with approximately 21% vesting on January 1, 2022, and the balance vesting ratably over the remaining 38 months. During the three and six months ended June 30, 2021, $0.3 million of stock-based compensation expense was recognized for options having a performance condition. Employee Stock Purchase Plan In May 2021, the Company's board of directors adopted, and its stockholders approved, the Company's 2021 Employee Stock Purchase Plan (the "ESPP"). A total of 800,000 shares of the Company's authorized but unissued or reacquired shares of its common stock (as adjusted for stock splits, stock dividends, combinations, and the like) are available for issuance under the ESPP. The number of shares of the Company's common stock that will be available for issuance under the ESPP also includes an annual increase on the first day of each fiscal year, for a period of not more than 10 years, beginning on January 1, 2022, equal to the least of: (i) 1% of the outstanding shares of the Company’s common stock on such date, (ii) 400,000 shares (as adjusted for stock splits, stock dividends, combinations, and the like) or (iii) a lesser amount determined by the Compensation Committee or the Company’s board of directors. During regularly scheduled “offerings” under the ESPP, participants may purchase the Company’s common stock through payroll deductions, up to a maximum of 15% of their eligible compensation, or such lower limit as may be determined by the Compensation Committee from time to time. Participants will be able to withdraw their accumulated payroll deductions prior to the end of the offering period in accordance with the terms of the offering. Participation in the ESPP will end automatically on termination of employment. The purchase price will be specified pursuant to the offering, but cannot, under the terms of the ESPP, be less than 85% of the fair market value per share of the Company’s common stock on either the offering date or on the purchase date, whichever is less. The fair market value of the Company’s common stock for this purpose will generally be the closing price on Nasdaq (or such other exchange as the Company’s common stock may be traded at the relevant time) for the date in question, or if such date is not a trading day, for the last trading day before the date in question. As of June 30, 2021, an initial offering period has not commenced, and for the three and six months ended June 30, 2021, no shares of common stock were purchased under the ESPP. Stock-Based Compensation The following table summarizes the classification of the Company’s stock-based compensation in the condensed consolidated statements of operations: (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Cost of revenue $ 16 $ 5 $ 25 $ 10 Sales and marketing 150 76 236 152 Technology development 192 65 268 113 General and administrative 411 81 513 140 Total stock-based compensation $ 769 $ 227 $ 1,042 $ 415 As of June 30, 2021, total unrecognized compensation expense related to unvested stock options was $9.9 million, which is expected to be recognized over a weighted-average period of 3.1 years. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe income tax provision was immaterial for the three and six months ended June 30, 2021 and 2020 due to the net loss before income taxes incurred for the year ended December 31, 2020 and expected to be incurred for the year ending December 31, 2021, as well as the Company’s continued maintenance of a full valuation allowance against its net deferred tax assets. There were no material liabilities for interest and penalties accrued as of June 30, 2021. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders for the six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share amounts) 2021 2020 2021 2020 Numerator: Net loss $ (4,131) $ (3,252) $ (6,289) $ (9,566) Accretion of redeemable convertible preferred stock to redemption value (3,232) (3,728) (7,061) (7,405) Net loss attributable to common stockholders $ (7,363) $ (6,980) $ (13,350) $ (16,971) Denominator: Weighted average common shares outstanding—basic and diluted 16,629,401 11,035,411 14,052,887 11,004,069 Net loss per share attributable to common stockholders—basic and diluted $ (0.44) $ (0.63) $ (0.95) $ (1.54) The Company’s potentially dilutive securities, which include outstanding stock options, redeemable convertible preferred stock, and warrants to purchase shares of common stock have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: June 30, 2021 2020 Options to purchase common stock 4,138,569 3,590,567 Common stock warrants to purchase common stock — 44,222 Redeemable convertible preferred stock (as converted to common stock) — 19,243,795 4,138,569 22,878,584 |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lease Commitments The Company’s lease commitments did not materially change during the three and six months ended June 30, 2021. Legal Proceedings The Company is subject to various claims and contingencies which are in the scope of ordinary and routine litigation incidental to its business, including those related to regulation, litigation, business transactions, employee-related matters, and taxes, among others. When the Company becomes aware of a claim or potential claim, the likelihood of any loss or exposure is assessed. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, the Company records a liability for the loss. The liability recorded includes probable and estimable legal costs incurred to date and future legal costs to the point in the legal matter where the Company believes a conclusion to the matter will be reached. If the loss is not probable or the amount of the loss cannot be reasonably estimated, the Company discloses the claim if the likelihood of a potential loss is reasonably possible. The Company does not believe that it is party to any pending legal proceedings that are likely to have a material effect on its business, financial condition, or results of operations for the three and six months ended June 30, 2021. Indemnification In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries, 1stdibs.com, Ltd. and 1stdibs Design Manager, Inc. (“Design Manager”). All intercompany accounts and transactions have been eliminated in consolidation. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on June 10, 2021 (the "Prospectus"). The condensed consolidated balance sheet as of December 31, 2020, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by U.S. GAAP on an annual reporting basis. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of its financial position and its results of operations, changes in redeemable convertible preferred stock and stockholders’ equity (deficit), and cash flows for the interim periods. The results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2021. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition, provision for transaction losses, accounting for business combinations, determination of useful lives of property and equipment, valuation and useful lives of intangible assets, impairment assessment of goodwill, internal-use software, valuation of common stock, stock option valuations, income taxes, and the recognition and disclosure of contingent liabilities. The Company evaluates its estimates and assumptions on an ongoing basis. Actual results could differ from those estimates and such differences may be material to the condensed consolidated financial statements. |
Cash, Cash Equivalents, and Restricted Cash | The Company considers all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. The Company’s restricted cash relates to a Letter of Credit for its office lease in New York, New York and is included in other assets in the Company’s consolidated balance sheets. The carrying value of the restricted cash approximates fair value. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40 ). The update is associated with customer accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. The amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance is effective for fiscal years and interim periods beginning after December 15, 2019 for public companies, and for fiscal years beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021, for all other entities. The Company adopted this standard on January 1, 2021. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . The guidance in ASU 2016-02 supersedes the leasing guidance in Topic 840, Leases . Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the condensed consolidated statement of operations. An entity may adopt the guidance either (1) retrospectively to each prior reporting period presented in the financial statements with a cumulative-effect adjustment recognized at the beginning of the earliest comparative period presented or (2) retrospectively at the beginning of the period of adoption through a cumulative-effect adjustment. The guidance is effective for fiscal years and interim periods beginning after December 15, 2018 for public companies, and for fiscal years beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022, for all other entities. The Company plans to adopt this standard on January 1, 2022 and is currently evaluating the impact of this standard on its condensed consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes which simplifies the accounting for income taxes, eliminates certain exceptions with ASC 740, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. This guidance is effective for fiscal years and interim periods beginning after |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash and cash equivalents | The following represents the Company’s cash, cash equivalents, and restricted cash as of the periods presented: (in thousands) June 30, 2021 June 30, 2020 Cash and cash equivalents $ 176,087 $ 46,783 Restricted cash 3,333 3,335 Total cash, cash equivalents, and restricted cash $ 179,420 $ 50,118 |
Restricted cash | The following represents the Company’s cash, cash equivalents, and restricted cash as of the periods presented: (in thousands) June 30, 2021 June 30, 2020 Cash and cash equivalents $ 176,087 $ 46,783 Restricted cash 3,333 3,335 Total cash, cash equivalents, and restricted cash $ 179,420 $ 50,118 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Total purchase consideration | The total purchase consideration as of the acquisition date was as follows (in thousands): Cash paid at closing $ 2,513 Shares issued at closing 791 Cash to be paid at secondary anniversary of closing 640 Shares to be issued at secondary anniversary of closing 206 Total purchase consideration $ 4,150 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Net revenue by type of service | The following table summarizes the Company’s net revenue by type of service for the periods presented: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2020 2021 2020 Seller marketplace services $ 23,825 $ 18,512 $ 48,541 $ 35,715 Other services 874 620 1,684 1,304 Total net revenue $ 24,699 $ 19,132 $ 50,225 $ 37,019 |
Rollforward of deferred revenue | The following table provides a rollforward of the deferred revenue amounts as follows (in thousands): Balance as of December 31, 2020 $ 616 Billings 1,078 Revenue recognized (915) Balance as of June 30, 2021 $ 779 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other current assets | As of June 30, 2021 and December 31, 2020, other current assets consisted of the following: (in thousands) June 30, 2021 December 31, 2020 Costs to obtain revenue contracts $ 294 $ 363 Deferred offering costs — 1,320 Other current assets 1,263 1,982 Total other current assets $ 1,557 $ 3,665 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | As of June 30, 2021 and December 31, 2020, property and equipment, net consisted of the following: (in thousands) June 30, 2021 December 31, 2020 Internal-use software $ 15,261 $ 14,625 Leasehold improvements 3,591 3,591 Furniture and fixtures 1,107 1,107 Computer equipment and software 801 753 Construction in progress 1,164 761 Total property and equipment, gross 21,924 20,837 Less: Accumulated depreciation and amortization (17,237) (15,701) Total property and equipment, net $ 4,687 $ 5,136 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued expenses | As of June 30, 2021 and December 31, 2020, accrued expenses consisted of the following: (in thousands) June 30, 2021 December 31, 2020 Shipping $ 4,409 $ 2,901 Payroll 2,690 2,297 Sales & use tax payable 1,431 1,787 Allowance for transaction losses 1,031 844 Payment processor fees 869 883 Allowance for eCommerce returns 380 406 Other 276 334 Total accrued expenses $ 11,086 $ 9,452 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other current liabilities | As of June 30, 2021 and December 31, 2020, other current liabilities consisted of the following: (in thousands) June 30, 2021 December 31, 2020 Deferred rent $ 194 $ 194 Sales and use tax contingencies 2,183 2,087 Buyer deposits 549 1,149 Deferred acquisition consideration — 980 Deferred revenue 641 508 Total other current liabilities $ 3,567 $ 4,918 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable convertible preferred stock | As of December 31, 2020 redeemable convertible preferred stock consisted of the following (in thousands, except share amounts): December 31, 2020 Preferred Preferred Carrying Liquidation Common Stock Series A redeemable convertible preferred stock 21,662,000 7,220,666 $ 94,604 $ 94,623 7,220,666 Series B redeemable convertible preferred stock 10,996,181 3,665,390 62,931 62,935 3,665,390 Series C redeemable convertible preferred stock 3,182,158 1,060,719 21,137 21,137 1,060,719 Series C-1 redeemable convertible preferred stock 5,966,682 1,988,891 35,089 35,098 1,988,891 Series D redeemable convertible preferred stock 15,964,843 5,308,129 84,764 87,507 5,308,129 57,771,864 19,243,795 $ 298,525 $ 301,300 19,243,795 In January 2021, the Company’s preferred stockholders executed an Agreement and Waiver of Preferred Stockholders, which waived redemption rights for their preferred stock in connection with a non-qualified IPO event during the effective period. A non-qualified IPO is an IPO that does not result in: (i) aggregate gross proceeds to the Company of at least $50.0 million and (ii) a price per share paid by the public of an amount greater than or equal to $24.93, as appropriately adjusted for stock splits, stock combinations, and stock dividends. The waiver was effective from the date the Company filed with or confidentially submitted to the United States Securities and Exchange Commission a registration statement on Form S-1 relating to a contemplated IPO, through June 30, 2022, or the earliest to occur of one of several termination events as defined therein, including the Company’s completion of an IPO. |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Reserved shares of common stock | As of June 30, 2021 and December 31, 2020, the Company had reserved shares of common stock for issuance in connection with the following: June 30, December 31, Conversion of outstanding shares of redeemable convertible preferred stock — 19,243,795 Options to purchase common stock 4,138,569 3,170,321 Common stock warrants to purchase common stock — 44,222 Shares to be issued to former Design Manager stockholders on second anniversary of closing — 45,152 Options available for future grant under the 2011 Plan — 204,022 Options available for future grant under the 2021 Plan 5,412,270 — Shares available for future grant under the ESPP 800,000 — Total 10,350,839 22,707,512 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock option valuation assumptions used | The following table presents, on a weighted-average basis, the assumptions used in the Black Scholes option-pricing model to determine the grant-date fair value to the Company’s employees: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Expected term in years 6.0 5.9 6.0 5.9 Expected stock price volatility 67.3% 48.2% 67.6% 48.0% Risk-free interest rate 1.0% 0.4% 1.1% 0.5% Expected dividend yield — — — — |
Stock option activity | The following table summarizes the Company’s stock option activity since December 31, 2020: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2020 3,170,321 $ 4.11 6.2 $ 10,847 Granted 1,504,567 10.18 Exercised 490,019 4.00 Cancelled 46,300 6.47 Outstanding as of June 30, 2021 4,138,569 $ 6.30 7.3 $ 117,977 Options exercisable as of June 30, 2021 2,016,046 $ 4.10 5.2 $ 61,906 Options vested and expected to vest as of June 30, 2021 4,138,569 $ 6.30 7.3 $ 117,977 |
Classification of stock-based compensation | The following table summarizes the classification of the Company’s stock-based compensation in the condensed consolidated statements of operations: (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Cost of revenue $ 16 $ 5 $ 25 $ 10 Sales and marketing 150 76 236 152 Technology development 192 65 268 113 General and administrative 411 81 513 140 Total stock-based compensation $ 769 $ 227 $ 1,042 $ 415 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted net loss per share | The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders for the six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share amounts) 2021 2020 2021 2020 Numerator: Net loss $ (4,131) $ (3,252) $ (6,289) $ (9,566) Accretion of redeemable convertible preferred stock to redemption value (3,232) (3,728) (7,061) (7,405) Net loss attributable to common stockholders $ (7,363) $ (6,980) $ (13,350) $ (16,971) Denominator: Weighted average common shares outstanding—basic and diluted 16,629,401 11,035,411 14,052,887 11,004,069 Net loss per share attributable to common stockholders—basic and diluted $ (0.44) $ (0.63) $ (0.95) $ (1.54) |
Antidilutive securities excluded from computation of diluted net loss per share | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: June 30, 2021 2020 Options to purchase common stock 4,138,569 3,590,567 Common stock warrants to purchase common stock — 44,222 Redeemable convertible preferred stock (as converted to common stock) — 19,243,795 4,138,569 22,878,584 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 14, 2021 | Jun. 30, 2021 | Jun. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares) | 19,243,795 | 19,243,795 | |
Deferred offering costs | $ 5.5 | ||
Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares) | 19,243,795 | 19,243,795 | |
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common stock sold (in shares) | 6,612,500 | ||
Common stock sold, price (in usd per share) | $ 20 | ||
Common stock sold, net proceeds | $ 123 | ||
Underwriters option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common stock sold (in shares) | 862,500 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Stock Split (Details) | May 25, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reverse stock split ratio | 0.3333 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 176,087 | $ 54,862 | $ 46,783 | |
Restricted cash | 3,333 | 3,335 | ||
Total cash, cash equivalents, and restricted cash | $ 179,420 | $ 58,195 | $ 50,118 | $ 58,804 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | May 02, 2019 | May 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Business Acquisition [Line Items] | ||||||
Change in fair value of deferred acquisition consideration | $ 427 | $ 0 | ||||
Common stock issued | $ 767 | 767 | ||||
Franklin Potter Associates, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Percentage acquired | 100.00% | |||||
Purchase consideration | $ 4,150 | |||||
Deferred consideration | $ 200 | 0 | 0 | |||
Change in fair value of deferred acquisition consideration | $ 300 | $ 0 | $ 400 | $ 0 | ||
Common stock issued (in shares) | 45,152 | |||||
Common stock issued | $ 800 | |||||
Payment of deferred consideration | $ 600 |
Acquisitions - Purchase Conside
Acquisitions - Purchase Consideration (Details) - USD ($) $ in Thousands | May 02, 2019 | Jun. 30, 2021 | Jun. 30, 2020 |
Business Acquisition [Line Items] | |||
Shares issued at closing | $ 767 | $ 0 | |
Franklin Potter Associates, Inc. | |||
Business Acquisition [Line Items] | |||
Cash paid at closing | $ 2,513 | ||
Shares issued at closing | 791 | ||
Cash to be paid at secondary anniversary of closing | 640 | ||
Shares to be issued at secondary anniversary of closing | 206 | ||
Total purchase consideration | $ 4,150 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Details) - USD ($) $ in Millions | Jun. 30, 2021 | May 02, 2019 |
Franklin Potter Associates, Inc. | ||
Business Acquisition [Line Items] | ||
Deferred consideration | $ 0 | $ 0.2 |
Revenue Recognition - Net Reven
Revenue Recognition - Net Revenue by Type of Service (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total net revenue | $ 24,699 | $ 19,132 | $ 50,225 | $ 37,019 |
Seller marketplace services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenue | 23,825 | 18,512 | 48,541 | 35,715 |
Other services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenue | $ 874 | $ 620 | $ 1,684 | $ 1,304 |
Revenue Recognition - Rollforwa
Revenue Recognition - Rollforward of Deferred Revenue (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Change In Contract With Customer, Liability [Roll Forward] | |
Balance | $ 616 |
Billings | 1,078 |
Revenue recognized | (915) |
Balance | $ 779 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Revenue recognized | $ 0.4 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Costs to obtain revenue contracts | $ 294 | $ 363 |
Deferred offering costs | 0 | 1,320 |
Other current assets | 1,263 | 1,982 |
Total other current assets | $ 1,557 | $ 3,665 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 21,924 | $ 20,837 |
Less: Accumulated depreciation and amortization | (17,237) | (15,701) |
Total property and equipment, net | 4,687 | 5,136 |
Internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 15,261 | 14,625 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 3,591 | 3,591 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 1,107 | 1,107 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 801 | 753 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 1,164 | $ 761 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 0.7 | $ 1.1 | $ 1.5 | $ 3.9 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Shipping | $ 4,409 | $ 2,901 |
Payroll | 2,690 | 2,297 |
Sales & use tax payable | 1,431 | 1,787 |
Allowance for transaction losses | 1,031 | 844 |
Payment processor fees | 869 | 883 |
Allowance for eCommerce returns | 380 | 406 |
Other | 276 | 334 |
Total accrued expenses | $ 11,086 | $ 9,452 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Deferred rent | $ 194 | $ 194 |
Sales and use tax contingencies | 2,183 | 2,087 |
Buyer deposits | 549 | 1,149 |
Deferred acquisition consideration | 0 | 980 |
Deferred revenue | 641 | 508 |
Total other current liabilities | $ 3,567 | $ 4,918 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Temporary Equity [Line Items] | ||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares) | 19,243,795 | 19,243,795 |
Common Stock | ||
Temporary Equity [Line Items] | ||
Common stock issued for exercise of warrants (in shares) | 19,243,795 | 19,243,795 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - Components (Details) - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | ||||||
Preferred Stock Designated (in shares) | 0 | 57,771,864 | ||||
Preferred Stock Issued (in shares) | 0 | 19,243,795 | ||||
Preferred Stock Outstanding (in shares) | 0 | 19,243,795 | 19,243,795 | 19,243,795 | 19,243,795 | 19,243,795 |
Carrying Value | $ 0 | $ 302,354,000 | $ 298,525,000 | $ 290,835,000 | $ 287,107,000 | $ 283,430,000 |
Liquidation Preference | $ 0 | 301,300,000 | ||||
Common Stock Issuable Upon Conversion | $ 19,243,795 | |||||
Series A redeemable convertible preferred stock | ||||||
Temporary Equity [Line Items] | ||||||
Preferred Stock Designated (in shares) | 21,662,000 | |||||
Preferred Stock Issued (in shares) | 7,220,666 | |||||
Preferred Stock Outstanding (in shares) | 7,220,666 | |||||
Carrying Value | $ 94,604,000 | |||||
Liquidation Preference | 94,623,000 | |||||
Common Stock Issuable Upon Conversion | $ 7,220,666 | |||||
Series B redeemable convertible preferred stock | ||||||
Temporary Equity [Line Items] | ||||||
Preferred Stock Designated (in shares) | 10,996,181 | |||||
Preferred Stock Issued (in shares) | 3,665,390 | |||||
Preferred Stock Outstanding (in shares) | 3,665,390 | |||||
Carrying Value | $ 62,931,000 | |||||
Liquidation Preference | 62,935,000 | |||||
Common Stock Issuable Upon Conversion | $ 3,665,390 | |||||
Series C redeemable convertible preferred stock | ||||||
Temporary Equity [Line Items] | ||||||
Preferred Stock Designated (in shares) | 3,182,158 | |||||
Preferred Stock Issued (in shares) | 1,060,719 | |||||
Preferred Stock Outstanding (in shares) | 1,060,719 | |||||
Carrying Value | $ 21,137,000 | |||||
Liquidation Preference | 21,137,000 | |||||
Common Stock Issuable Upon Conversion | $ 1,060,719 | |||||
Series C-1 redeemable convertible preferred stock | ||||||
Temporary Equity [Line Items] | ||||||
Preferred Stock Designated (in shares) | 5,966,682 | |||||
Preferred Stock Issued (in shares) | 1,988,891 | |||||
Preferred Stock Outstanding (in shares) | 1,988,891 | |||||
Carrying Value | $ 35,089,000 | |||||
Liquidation Preference | 35,098,000 | |||||
Common Stock Issuable Upon Conversion | $ 1,988,891 | |||||
Series D redeemable convertible preferred stock | ||||||
Temporary Equity [Line Items] | ||||||
Preferred Stock Designated (in shares) | 15,964,843 | |||||
Preferred Stock Issued (in shares) | 5,308,129 | |||||
Preferred Stock Outstanding (in shares) | 5,308,129 | |||||
Carrying Value | $ 84,764,000 | |||||
Liquidation Preference | 87,507,000 | |||||
Common Stock Issuable Upon Conversion | $ 5,308,129 |
Equity - Reserved Shares of Com
Equity - Reserved Shares of Common Stock for Issuance (Details) - shares | Jun. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Common stock reserved for issuance | 10,350,839 | 22,707,512 |
Conversion of outstanding shares of redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Common stock reserved for issuance | 0 | 19,243,795 |
Options to purchase common stock | ||
Class of Stock [Line Items] | ||
Common stock reserved for issuance | 4,138,569 | 3,170,321 |
Common stock warrants to purchase common stock | ||
Class of Stock [Line Items] | ||
Common stock reserved for issuance | 0 | 44,222 |
Shares to be issued to former Design Manager stockholders on second anniversary of closing | ||
Class of Stock [Line Items] | ||
Common stock reserved for issuance | 0 | 45,152 |
Options available for future grant under the 2021 Plan | 2011 Plan | ||
Class of Stock [Line Items] | ||
Common stock reserved for issuance | 0 | 204,022 |
Options available for future grant under the 2021 Plan | 2021 Plan | ||
Class of Stock [Line Items] | ||
Common stock reserved for issuance | 5,412,270 | 0 |
Shares available for future grant under the ESPP | ||
Class of Stock [Line Items] | ||
Common stock reserved for issuance | 800,000 | 0 |
Equity - Narrative (Details)
Equity - Narrative (Details) - $ / shares | Jun. 13, 2021 | Jun. 30, 2021 | Jun. 14, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||||
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 | 0 | |
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | |
Preferred stock, issued (in shares) | 0 | 0 | ||
Preferred stock, outstanding (in shares) | 0 | 0 | ||
Common stock, authorized (in shares) | 400,000,000 | 105,767,092 | ||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 | ||
Common stock warrants exercised (in shares) | 44,222 | |||
Issuance of common stock for cashless exercise of warrants (in shares) | 35,665 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate intrinsic value of stock options exercised | $ 1,700 | $ 100 | $ 2,900 | $ 100 | |
Weighted-average grant-date fair value of stock options granted (in usd per share) | $ 8.68 | $ 2.05 | $ 6.17 | $ 2.05 | |
Fair value of stock options vested | $ 500 | $ 200 | $ 700 | $ 500 | |
Stock options granted (in shares) | 1,504,567 | ||||
Total stock-based compensation | 769 | $ 227 | $ 1,042 | $ 415 | |
Unrecognized compensation expense | 9,900 | $ 9,900 | |||
Stock options with performance condition | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Stock options granted (in shares) | 615,997 | ||||
Total stock-based compensation | $ 300 | $ 300 | |||
Stock options with performance condition | Vesting tranche one | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 21.00% | ||||
Stock options with performance condition | Vesting tranche two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 38 months | ||||
Employee stock purchase plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum shares that may be issued (in shares) | 800,000 | 800,000 | |||
Maximum number of shares that may be issued, annual increase percentage | 1.00% | ||||
Annual increase in number of shares that may be issued, term | 10 years | ||||
Maximum number of shares that may be issued, annual increase (in shares) | 400,000 | ||||
Maximum percentage of eligible compensation | 15.00% | 15.00% | |||
Purchase price percentage | 85.00% | ||||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense, weighted-average period for recognition | 3 years 1 month 6 days | ||||
2011 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Increase in common stock available for future issuance (in shares) | 2,333,333 | ||||
2011 Plan | Stock options - new employees | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 10 years | ||||
Vesting period | 4 years | ||||
2011 Plan | Stock options - new employees | Vesting tranche one | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 25.00% | ||||
2011 Plan | Stock options - new employees | Vesting tranche two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 36 months | ||||
2011 Plan | Stock options - current employees, outside advisors, and non-employee consultants | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 10 years | ||||
Vesting period | 48 months | ||||
2021 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum shares that may be issued (in shares) | 4,333,333 | 4,333,333 | |||
Maximum shares that may be issued, annual increase, period | 10 years | ||||
Maximum number of shares that may be issued, annual increase percentage | 5.00% | ||||
Shares available for future grants (in shares) | 5,412,270 | 5,412,270 |
Stock-based Compensation - Valu
Stock-based Compensation - Valuation Assumptions (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | ||||
Expected term | 6 years | 5 years 10 months 24 days | 6 years | 5 years 10 months 24 days |
Expected stock price volatility | 67.30% | 48.20% | 67.60% | 48.00% |
Risk-free interest rate | 1.00% | 0.40% | 1.10% | 0.50% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Number of Options | ||
Outstanding (in shares) | shares | 3,170,321 | |
Granted (in shares) | shares | 1,504,567 | |
Exercised (in shares) | shares | 490,019 | |
Cancelled (in shares) | shares | 46,300 | |
Outstanding (in shares) | shares | 4,138,569 | 3,170,321 |
Options exercisable (in shares) | shares | 2,016,046 | |
Options vested and expected to vest (in shares) | shares | 4,138,569 | |
Weighted-Average Exercise Price | ||
Outstanding (in usd per share) | $ / shares | $ 4.11 | |
Granted (in usd per share) | $ / shares | 10.18 | |
Exercised (in usd per share) | $ / shares | 4 | |
Cancelled (in usd per share) | $ / shares | 6.47 | |
Outstanding (in usd per share) | $ / shares | 6.30 | $ 4.11 |
Options exercisable (in usd per share) | $ / shares | 4.10 | |
Options vested and expected to vest (in usd per share) | $ / shares | $ 6.30 | |
Weighted Average Remaining Contractual Term | ||
Outstanding | 7 years 3 months 18 days | 6 years 2 months 12 days |
Exercisable | 5 years 2 months 12 days | |
Vested and expected to vest | 7 years 3 months 18 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ | $ 117,977 | $ 10,847 |
Exercisable | $ | 61,906 | |
Vested and expected to vest | $ | $ 117,977 |
Stock-based Compensation - Clas
Stock-based Compensation - Classification of Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 769 | $ 227 | $ 1,042 | $ 415 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 16 | 5 | 25 | 10 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 150 | 76 | 236 | 152 |
Technology development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 192 | 65 | 268 | 113 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 411 | $ 81 | $ 513 | $ 140 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||
Net loss | $ (4,131) | $ (3,252) | $ (6,289) | $ (9,566) |
Accretion of redeemable convertible preferred stock to redemption value | (3,232) | (3,728) | (7,061) | (7,405) |
Net loss attributable to common stockholders, basic | (7,363) | (6,980) | (13,350) | (16,971) |
Net loss attributable to common stockholders, diluted | $ (7,363) | $ (6,980) | $ (13,350) | $ (16,971) |
Denominator: | ||||
Weighted average common shares outstanding—basic | 16,629,401 | 11,035,411 | 14,052,887 | 11,004,069 |
Weighted average common shares outstanding—diluted | 16,629,401 | 11,035,411 | 14,052,887 | 11,004,069 |
Net loss per share attributable to common stockholders—basic (in usd per share) | $ (0.44) | $ (0.63) | $ (0.95) | $ (1.54) |
Net loss per share attributable to common stockholders—diluted (in usd per share) | $ (0.44) | $ (0.63) | $ (0.95) | $ (1.54) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities (Details) - shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 4,138,569 | 22,878,584 |
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 | 4,138,569 | 3,590,567 |
Common stock warrants 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 | 0 | 44,222 |
Redeemable convertible preferred stock (as converted to common stock) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 0 | 19,243,795 |