COVER
COVER - shares | 3 Months Ended | |
Mar. 31, 2023 | May 01, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40963 | |
Entity Registrant Name | Allbirds, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-3999983 | |
Entity Address, Address Line One | 730 Montgomery Street | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94111 | |
City Area Code | 628 | |
Local Phone Number | 225-4848 | |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | |
Trading Symbol | BIRD | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001653909 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 97,668,092 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 52,810,751 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 143,307 | $ 167,136 |
Accounts receivable | 5,902 | 9,206 |
Inventory | 109,494 | 116,796 |
Prepaid expenses and other current assets | 15,392 | 15,796 |
Total current assets | 274,095 | 308,934 |
Property and equipment—net | 52,570 | 54,340 |
Operating lease right-of-use assets | 94,783 | 91,232 |
Other assets | 7,880 | 7,858 |
Total assets | 429,328 | 462,364 |
Current liabilities: | ||
Accounts payable | 7,295 | 12,245 |
Accrued expenses and other current liabilities | 20,391 | 23,448 |
Current lease liabilities | 11,848 | 10,263 |
Deferred revenue | 3,673 | 4,057 |
Total current liabilities | 43,207 | 50,012 |
Noncurrent liabilities: | ||
Noncurrent lease liabilities | 98,313 | 95,583 |
Total noncurrent liabilities | 98,313 | 95,583 |
Total liabilities | 141,520 | 145,595 |
Commitments and contingencies (Note 15) | ||
Stockholders’ equity: | ||
Additional paid-in capital | 565,081 | 559,106 |
Accumulated other comprehensive loss | (3,381) | (3,611) |
Accumulated deficit | (273,907) | (238,741) |
Total stockholders’ equity | 287,808 | 316,769 |
Total liabilities and stockholders’ equity | 429,328 | 462,364 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock | 10 | 10 |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock | $ 5 | $ 5 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Common stock, issued (in shares) | 97,555,256 | 96,768,745 |
Common stock, outstanding (in shares) | 97,555,256 | 96,768,745 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, issued (in shares) | 52,810,751 | 53,137,729 |
Common stock, outstanding (in shares) | 52,810,751 | 53,137,729 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Net revenue | $ 54,352 | $ 62,763 |
Cost of revenue | 32,535 | 30,160 |
Gross profit | 21,817 | 32,603 |
Operating expense: | ||
Selling, general, and administrative expense | 42,764 | 38,755 |
Marketing expense | 11,493 | 13,827 |
Restructuring Expense | 3,239 | 0 |
Total operating expense | 57,496 | 52,582 |
Loss from operations | (35,679) | (19,979) |
Interest income (expense) | 808 | (37) |
Other expense | (74) | (100) |
Loss before provision for income taxes | (34,945) | (20,116) |
Income tax provision | (221) | (1,762) |
Net loss | $ (35,166) | $ (21,878) |
Net loss per share data: | ||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.23) | $ (0.15) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.23) | $ (0.15) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 150,082,295 | 147,530,203 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 150,082,295 | 147,530,203 |
Other comprehensive income (loss): | ||
Foreign currency translation income (loss) | $ 230 | $ (674) |
Total comprehensive loss | $ (34,936) | $ (22,552) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2021 | 49,016,511 | 98,038,941 | ||||||
Beginning balance at Dec. 31, 2021 | $ 397,004 | $ 5 | $ 10 | $ 533,709 | $ 666 | $ (137,386) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exercise of stock options (in shares) | 1,346,038 | |||||||
Exercise of stock options | 1,454 | 1,454 | ||||||
Exercise of common stock warrants, net of shares withheld for exercise (in shares) | 21,967 | |||||||
Vesting of common stock warrants | 594 | 594 | ||||||
Conversion of Class B shares into Class A common stock (in shares) | 43,251,170 | (43,251,170) | ||||||
Conversion of Class B shares into Class A common stock | 0 | $ 4 | $ (4) | |||||
Stock-based compensation | 3,821 | 3,821 | ||||||
Comprehensive loss | (674) | (674) | ||||||
Net loss | (21,878) | (21,878) | ||||||
Ending balance (in shares) at Mar. 31, 2022 | 92,267,681 | 56,155,776 | ||||||
Ending balance at Mar. 31, 2022 | 380,320 | $ 9 | $ 6 | 539,578 | (8) | (159,265) | ||
Beginning balance (in shares) at Dec. 31, 2022 | 96,768,745 | 53,137,729 | 96,768,745 | 53,137,729 | ||||
Beginning balance at Dec. 31, 2022 | $ 316,769 | $ 10 | $ 5 | 559,106 | (3,611) | (238,741) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exercise of stock options (in shares) | 77,941 | 77,941 | ||||||
Exercise of stock options | $ 63 | 63 | ||||||
Vesting of restricted stock units (in shares) | 381,592 | |||||||
Conversion of Class B shares into Class A common stock (in shares) | 404,919 | (404,919) | ||||||
Stock-based compensation | 5,912 | 5,912 | ||||||
Comprehensive loss | 230 | 230 | ||||||
Net loss | (35,166) | (35,166) | ||||||
Ending balance (in shares) at Mar. 31, 2023 | 97,555,256 | 52,810,751 | 97,555,256 | 52,810,751 | ||||
Ending balance at Mar. 31, 2023 | $ 287,808 | $ 10 | $ 5 | $ 565,081 | $ (3,381) | $ (273,907) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (35,166) | $ (21,878) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5,077 | 3,448 |
Amortization of debt issuance costs | 12 | 12 |
Stock-based compensation | 5,670 | 4,415 |
Inventory write-down | 2,357 | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | 3,297 | 6,740 |
Inventory | 5,089 | (12,138) |
Prepaid expenses and other current assets | 430 | (1,974) |
Operating lease right-of-use assets and current and noncurrent lease liabilities | 738 | 0 |
Accounts payable and accrued expenses | (8,028) | (20,736) |
Other long-term liabilities | 0 | 2,232 |
Deferred revenue | (389) | (592) |
Net cash used in operating activities | (20,913) | (40,471) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (3,035) | (8,355) |
Changes in security deposits | (50) | 5 |
Net cash used in investing activities | (3,085) | (8,350) |
Cash flows from financing activities: | ||
Proceeds from the exercise of stock options | 123 | 1,454 |
Taxes withheld and paid on employee stock awards | (61) | 0 |
Payments of deferred offering costs | 0 | (744) |
Net cash provided by financing activities | 62 | 710 |
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash | 110 | (120) |
Net decrease in cash, cash equivalents, and restricted cash | (23,826) | (48,231) |
Cash, cash equivalents, and restricted cash—beginning of period | 167,767 | 288,576 |
Cash, cash equivalents, and restricted cash—end of period | 143,941 | 240,345 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 20 | 20 |
Cash paid for taxes | 273 | 14 |
Noncash investing and financing activities: | ||
Purchase of property and equipment included in accounts payable | 542 | 463 |
Non-cash exercise of common stock warrants | 0 | 28 |
Stock-based compensation included in capitalized internal-use software | 242 | 261 |
Reconciliation of cash, cash equivalents, and restricted cash: | ||
Cash and cash equivalents | 143,307 | 239,715 |
Restricted cash included in prepaid expenses and other current assets | 634 | 630 |
Total cash, cash equivalents, and restricted cash | $ 143,941 | $ 240,345 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Description of Business | Description of BusinessAllbirds, Inc. (“Allbirds” and, together with its wholly owned subsidiaries, the “Company,” “we,” or “our”) was incorporated in the state of Delaware on May 6, 2015. Headquartered in San Francisco, California, Allbirds is a global lifestyle brand that innovates with naturally derived materials to make better footwear and apparel products in a better way, while treading lighter on our planet. The majority of our revenue is from sales directly to consumers via our digital and store channels. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Preparation —The accompanying unaudited condensed consolidated financial statements have been presented in U.S. dollars and prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 10, 2023 (“Form 10-K”). In our opinion, the accompanying unaudited condensed interim financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP. Certain monetary amounts, percentages, and other figures included elsewhere in these condensed consolidated financial statements and accompanying notes have been subject to rounding adjustments. As such, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. Principles of Consolidation —The condensed consolidated financial statements include the accounts of Allbirds, Inc. and our wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates —The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Risks and Uncertainties —We continue to monitor and respond to evolving developments regarding the COVID-19 pandemic, which has significantly impacted the global economy. Should the pandemic worsen, our operations and the operations of our partners or customers may be further affected by the pandemic. Additionally, other recent macroeconomic events including elevated inflation, the U.S. Federal Reserve raising interest rates, bank failures, supply chain disruptions, fluctuations in currency exchange rates, and the Russian invasion of Ukraine, have led to further economic uncertainty in the global economy. These macroeconomic conditions have and are likely to continue to have adverse consumer spending, including the buying patterns of the our customers and prospective customers. The conditions caused by the COVID-19 pandemic and the other aforementioned recent macroeconomic events could affect the rate of consumer spending and could adversely affect demand for the our products, lengthen the our sales cycles, reduce the value of inventory, reduce expected spending from new customers, and affect our suppliers, all of which could adversely affect our business, results of operations, and financial condition. As of the date of issuance of the financial statements we are not aware of any specific event or circumstance related to COVID-19 or the other aforementioned macroeconomic events that would require it to update its estimates or judgments or adjust the carrying value of its assets or liabilities. Actual results could differ from those estimates and any such differences may be material to the condensed consolidated financial statements. Segments —Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by our chief operating decision maker (“CODM”), in deciding how to allocate resources to an individual segment and in assessing performance. Our CODMs for the three months ended March 31, 2023 and 2022 were our co-Chief Executive Officers. We operate in one operating segment and one reportable segment, as the CODMs review financial information presented on an aggregate basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Foreign Currency Transactions —Our reporting currency is the U.S. dollar. The functional currency for each subsidiary included in these condensed consolidated financial statements that is domiciled outside of the United States is generally the applicable local currency of that country or the U.S. dollar. The translation of foreign currencies into U.S. dollars is performed for assets and liabilities using current foreign currency exchange rates in effect at the balance sheet date and for revenues and expense accounts using average foreign currency exchange rates during the period. Capital accounts are translated at historical foreign currency exchange rates. Translation gains and losses are included in stockholders’ equity or deficit as a component of accumulated other comprehensive income or loss. Adjustments that arise from foreign currency exchange rate changes on transactions denominated in a currency other than the functional currency are included in other income or expense on the condensed consolidated statements of operations and comprehensive loss. Cash, Cash Equivalents, and Restricted Cash —We consider all highly liquid investments with an original maturity date of three months or less as cash equivalents. Cash and cash equivalents are comprised primarily of domestic and foreign bank accounts and money market funds. These cash and cash equivalents are valued based on Level 1 inputs, which consist of quoted prices in active markets. We place our cash and cash equivalents with several high credit quality financial institutions which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. We have not experienced any losses in such accounts and periodically evaluate the credit worthiness of the financial institutions. Our foreign bank accounts are not subject to FDIC insurance. Restricted cash serves as collateral for a bond with the United States Customs and Border Protection (“CBP”), which allows us to take possession of our inventory before all formalities with the CBP are completed for imported products. Restricted cash is included in prepaid expenses and other current assets on the condensed consolidated balance sheets. Accounts Receivable —Accounts receivable consist primarily of amounts due from customers, which results from sales to customers including credit card deposits in transit at the balance sheet date, the majority of which are settled within two three Inventory —Inventory consists of finished goods, stated at the lower of cost or net realizable value. We value our inventory using the weighted-average cost method and include product costs from our suppliers, freight, import duties and other landing costs. We periodically review inventory and make provisions as necessary to appropriately value end of life, slow-moving, damaged, and excess inventory. To determine if the value of inventory requires a write-down, we estimate the net realizable value of inventory by considering current and anticipated demand, customer preferences and buying trends, and the age of the merchandise. Inventory write-downs are recognized as cost of revenue in the condensed consolidated statements of operations and comprehensive loss. As of March 31, 2023 and December 31, 2022, we recorded an inventory reserve to reduce the value of our inventory by $9.5 million and $8.3 million, respectively, within inventory on the condensed consolidated balance sheets. Related to these inventory reserves, and also including actual shrinkage which is recorded throughout the year based on the results of physical inventory counts, we recorded $3.2 million and $(0.3) million as costs of revenue for the three months ended March 31, 2023 and 2022 , respectively. Revenue Recognition —Our primary source of revenue is from sales of footwear and apparel products. We recognize revenue when control passes to the customer. This occurs at the time products are shipped to digital and wholesale customers, and at the point of sale for retail customers, which is when our performance obligation is satisfied. For the three months ended March 31, 2023, we recognized $1.0 million of revenue that was deferred as of December 31, 2022, and for the three months ended March 31, 2022, we recognized $1.0 million of revenue that was deferred as of December 31, 2021. As of March 31, 2023 and December 31, 2022, we had $0.2 million and $0.4 million, respectively, in cash collections of purchases via our digital channel which had not yet shipped, and $3.5 million and $3.6 million, respectively, in gift card liabilities included in deferred revenue in the condensed consolidated balance sheets. The deferred revenue balance of $3.7 million at March 31, 2023 is expected to be recognized over the next 12 months. We record a reserve for estimated product returns, based upon historical return trends, in each reporting period as an offsetting decrease of net revenue, with an increase to our sales-refund reserve in accrued expenses. We have also recorded a related inventory returns receivable in prepaid expenses and other current assets, with an offsetting decrease to cost of revenue, as of March 31, 2023 and December 31, 2022 in the condensed consolidated balance sheets. The following table disaggregates our net revenue by geographic area, where no individual foreign country contributed in excess of 10% of net revenue for the three months ended March 31, 2023 and 2022. We recognized the following net revenue by geographic area based on the primary shipping address of the customer where the sale was made in our digital and wholesale channels, and based on the physical store location where the sale was made at a retail store: Three Months Ended March 31, (in thousands) 2023 2022 United States $ 40,836 $ 48,944 International 13,516 13,819 Total net revenue $ 54,352 $ 62,763 Fair Value Measurements —Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements, defines fair value, establishes a framework for measuring fair value under GAAP, and enhances disclosures about fair value measurements. It clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 —Observable inputs, such as quoted prices in active markets Level 2 —Inputs other than the quoted prices in active markets that are observable either directly or indirectly Level 3 —Unobservable inputs in which there is little or no market data, which requires us to develop our own assumptions. This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. We record cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses at cost. The carrying values of these instruments approximate their fair value due to their short‐term maturities. We hold certain assets that are required to be measured at fair value on both a recurring and non-recurring basis, which are outlined in Note 8, Fair Value Measurements . Impairment of Long-Lived Assets —We evaluate the recoverability of property and equipment, operating lease right-of-use assets, and other long-lived assets, including identifiable intangible assets with definite lives, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets are reviewed for recoverability at the lowest level in which there are identifiable cash flows (asset group). The asset group is typically at the country-level for store assets and the corporate-level for corporate assets. The carrying amount of a country asset group includes stores’ operating lease right-of-use assets and property and equipment, primarily leasehold improvements. Recoverability of assets held and used is measured by comparing the carrying amount of an asset or an asset group to the estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds these estimated future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the assets exceeds the fair value of the asset or asset group, based on estimated discounted net future cash flows. Assumptions used in these forecasts are consistent with internal planning, and include revenue growth rates, gross margins, and operating expense in relation to the current economic environment and our future expectations, competitive factors in its various markets, inflation, revenue trends and other relevant economic factors that may impact the asset group under evaluation. There is uncertainty in the projected undiscounted future cash flows used in our impairment review analysis, which requires the use of estimates and assumptions. If our actual performance does not achieve our projections, or if the assumptions used change in the future, we may be required to recognize impairment charges in future periods, and any such charges could be material. We determined a non-cash impairment charge was not necessary in the quarter ended March 31, 2023 based on our future cash flow estimates versus the net carrying value of our long-lived assets. Restructuring Charges —In the first quarter of 2023, we announced a strategic transformation plan designed to improve our revenue trend, as well as improve capital efficiency and drive profitability in the business. As part of this effort, we have incurred professional fees and other related charges which are included within restructuring expense in the condensed consolidated statements of operations and comprehensive loss. The following table presents a roll-forward of our professional fees and other related charges, which are included within accrued expenses and other current liabilities in the condensed consolidated balance sheets: (in thousands) Professional fees and other related charges Balance as of December 31, 2022 $ — Charges 3,239 Cash Payments (2,603) Balance as of March 31, 2023 $ 636 Emerging Growth Company —As an “emerging growth company,” the Jumpstart Our Business Startups Act, or JOBS Act, allows us to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. For certain pronouncements, we have elected to use the adoption dates applicable to private companies. As a result, our financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses to estimate credit losses on certain types of financial instruments, including trade and account receivables, which may result in the earlier recognition of allowance for losses. The adoption of the guidance in the first quarter of 2023 did not have a material impact on our condensed consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This guidance provides temporary optional expedients and exceptions to accounting guidance on contract modifications and hedge accounting to ease entities’ financial reporting burdens as the market transitions from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. The adoption of the guidance in the first quarter of 2023 did not have a material impact on our condensed consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity , which simplifies the accounting for certain convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. The guidance is effective for our fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The adoption of the guidance is not expected to have a material impact on our condensed consolidated financial statements and related disclosures. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consisted of the following as of March 31, 2023 and December 31, 2022: (in thousands) March 31, December 31, Finished goods $ 119,006 $ 125,065 Reserve to reduce inventories to net realizable value (9,512) (8,269) Total inventory $ 109,494 $ 116,796 |
Property and Equipment - Net
Property and Equipment - Net | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment - Net | Property and Equipment - Net Property and equipment consisted of the following as of March 31, 2023 and December 31, 2022: (in thousands) March 31, December 31, Leasehold improvements $ 38,771 $ 40,305 Furniture and fixtures 24,424 23,988 Internal-use software 25,014 23,393 Machinery and equipment 939 884 Computers and equipment 2,182 1,937 Total property and equipment - gross 91,330 90,507 Less: accumulated depreciation and amortization (38,760) (36,167) Total property and equipment - net $ 52,570 $ 54,340 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of March 31, 2023 and December 31, 2022: (in thousands) March 31, December 31, Prepaid expenses $ 5,813 $ 6,283 Inventory returns receivable 689 1,090 Security deposits 468 463 Taxes receivable 7,043 6,420 Other receivables 746 908 Restricted cash 634 632 Total prepaid expenses and other current assets $ 15,392 $ 15,796 |
Other Assets
Other Assets | 3 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets Other assets consisted of the following as of March 31, 2023 and December 31, 2022: (in thousands) March 31, December 31, Investment in equity securities $ 2,250 $ 2,250 Security deposits 4,464 4,417 Intangible assets 120 133 Debt issuance costs 45 57 Deferred tax assets 1,001 1,001 Total other assets $ 7,880 $ 7,858 Investment in Equity Securities On November 20, 2020, we entered into an agreement to make a minority equity investment of $2.0 million in Natural Fiber Welding, Inc. (“NFW”) in exchange for 201,207 shares of Series A-3 Preferred Stock. Our investment is carried at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Throughout the year, we assess whether impairment indicators exist to trigger the performance of an impairment analysis. There were no impairment charges or observable price changes for the three months ended March 31, 2023. On November 22, 2021, we made a $0.3 million investment in NoHo ESG, Inc. (“NoHo ESG”) via a simple agreement for future equity (“SAFE”). The SAFE provides that we will automatically receive shares of the entity based on the conversion rate of future equity rounds up to a valuation cap. If there is a liquidity event, such as a change in control or initial public offering, we will have the option of receiving a cash payment equal to the purchase amount or receiving a number of shares of common stock based on the purchase amount divided by the liquidity price, assuming we fail to select the cash option. Our investment is carried at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Throughout the year, we assess whether impairment indicators exist to trigger the performance of an impairment analysis. There were no impairment charges or observable price changes for the three months ended March 31, 2023. Definite-lived Intangible Assets Intangible assets include intellectual property purchased from West Harbor Technologies, LLC (“West Harbor”) for $1.3 million, including transaction costs of $0.1 million, in January 2020. The intangible asset has an estimated useful life of 3 years, and we recorded amortization charges of $0.0 million for the three months ended March 31, |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses consisted of the following as of March 31, 2023 and December 31, 2022: (in thousands) March 31, December 31, Sales-refund reserve $ 2,771 $ 4,534 Taxes payable 2,707 3,336 Employee-related liabilities 3,510 2,624 Accrued expenses 11,403 12,954 Total accrued expenses and other current liabilities $ 20,391 $ 23,448 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Items Measured at Fair Value on a Recurring Basis Money Market Funds —We hold cash in a U.S. treasury securities money market fund. The funds are classified as cash and cash equivalents on our condensed consolidated balance sheet as of March 31, 2023 and December 31, 2022 and represent Level 1 assets on the fair value hierarchy. The following table summarizes, for assets measured at fair value, the respective fair value and classification by level of input within the fair value hierarchy as of March 31, 2023. We had no liabilities measured at fair value as of March 31, 2023. March 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total Assets Money market funds $ 82,000 $ — $ — $ 82,000 $ 82,000 $ — $ — $ 82,000 Items Measured at Fair Value on a Non-Recurring Basis Equity Investments —Our equity investments in NFW and Noho ESG represent non-marketable equity securities in privately held companies that do not have a readily determinable fair value and are accounted for under the measurement alternative in ASC 321. The investments are accounted for at cost and adjusted based on observable price changes from orderly transactions for identical or similar investments of the same issuer or impairment. During the three months ended March 31, 2023 and 2022, there were no observable price changes or impairments. As of March 31, 2023 and December 31, 2022, the carrying value of our investments was $2.3 million. |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-Term Debt On February 20, 2019, we entered into a credit agreement with JPMorgan Chase Bank, N.A. (the “Original Credit Agreement”). The Original Credit Agreement is an asset-based loan, which as of March 31, 2023 provided for a revolving line of credit of up to $40.0 million and an optional accordion, which, if exercised, would have allowed us to increase the aggregate commitment by up to $35.0 million, subject to obtaining additional lender commitments and satisfying certain conditions. Pursuant to the terms of the revolving credit facility, we may reduce the total amount available for borrowing under such facility, subject to certain conditions. The Credit Agreement had a maturity date of February 20, 2024. The Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to us and our subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, dividends and other distributions and a financial covenant that requires the Company to maintain a specified minimum fixed charge coverage ratio. In addition, the Credit Agreement contains certain customary events of default including, but not limited to, failure to pay interest, principal and fees or other amounts when due, material misrepresentations or misstatements in any representation or warranty, covenant defaults, certain cross defaults to other material indebtedness, certain judgment defaults and events of bankruptcy. Interest on borrowings under the revolving credit facility accrued at a variable rate equal to (i) the Term Secured Overnight Financing Rate (“SOFR”), plus (ii) 0.10%, plus (ii) a specified spread of 1.25% or 1.50% dependent on the average quarterly revolver availability, calculated on the last day of each fiscal quarter being greater than 20% of the total revolver commitments or less than or equal to 20% of the total revolver commitments, respectively. The commitment fee under the Credit Agreement is 0.20% per annum on the average daily unused portion of each lender’s commitment. In addition, we are required to pay a fronting fee of 0.125% per annum on the average daily aggregate face amount of issued and outstanding letters of credit. Interest, commitment fees and fronting fees are payable monthly, in arrears. As of March 31, 2023 and December 31, 2022, there were no amounts outstanding under the Credit Agreement. On April 17, 2023, we entered into an amendment agreement to the Original Credit Agreement, which amended the terms of the Original Credit Agreement to, among other things, (i) increase the committed amount from $40.0 million to $50.0 million, (ii) increase the uncommitted incremental borrowing capacity from $35.0 million to $50.0 million, (iii) increase the interest rate margin by 0.50%, (iv) extend the maturity date from February 20, 2024 to April 17, 2026 and (v) provide that a Dominion Event Date (as defined therein) shall occur on any date on which Availability (as defined therein) is less than 25.0% of the Aggregate Revolving Commitments (as defined therein). See Note 19 for additional information on the amendment to the Original Credit Agreement. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity As of March 31, 2023 and December 31, 2022, we were authorized to issue 2,220,000,000 shares of capital stock, comprised of 2,000,000,000 shares of Class A common stock, 200,000,000 shares of Class B common stock, and 20,000,000 shares of preferred stock. Each class had a par value of $0.0001. Preferred Stock As of March 31, 2023 and December 31, 2022, there were no shares of preferred stock issued and outstanding. Our board of directors may, without further action by our stockholders, fix the rights, preferences, privileges, and restrictions of up to an aggregate of 20,000,000 shares of preferred stock in one or more series and authorize their issuance. The voting, dividend, and liquidation rights of the holders of common stock are subject to and qualified by the rights, powers, and preferences of the holders of preferred stock. Common Stock As of March 31, 2023 and December 31, 2022, we had two classes of common stock: Class A common stock and Class B common stock. Each class had a par value of $0.0001. Voting — Holders of Class A common stock are entitled to one vote per share on all matters to be voted upon by the stockholders, and holders of Class B common stock are entitled to 10 votes per share on all matters to be voted upon by the stockholders. The holders of our Class A common stock and Class B common stock generally vote together as a single class on all matters submitted to a vote of our stockholders, unless otherwise required by Delaware law or our amended and restated certificate of incorporation. Delaware law could require either holders of our Class A common stock or Class B common stock to vote separately as a single class in the following circumstances: (i) if we were to seek to amend our amended and restated certificate of incorporation to increase or decrease the par value of a class of our capital stock, then that class would be required to vote separately to approve the proposed amendment; and (ii) if we were to seek to amend our amended and restated certificate of incorporation in a manner that alters or changes the powers, preferences or special rights of a class of our capital stock in a manner that affected its holders adversely, then that class would be required to vote separately to approve the proposed amendment. As a result, in these limited instances, the holders of a majority of the Class A common stock could defeat an amendment to our amended and restated certificate of incorporation. Our amended and restated certificate of incorporation does not provide for cumulative voting for the election of directors. Dividends — Holders of Class A common stock and Class B common stock are entitled to ratably receive dividends if, as and when declared from time to time by our board of directors at its own discretion out of funds legally available for that purpose, after payment of dividends required to be paid on outstanding preferred stock, if any. Under Delaware law, we can only pay dividends either out of “surplus” or out of the current or the immediately preceding year’s net profits. Surplus is defined as the excess, if any, at any given time, of the total assets of a corporation over its total liabilities and statutory capital. The value of a corporation’s assets can be measured in a number of ways and may not necessarily equal their book value. Right to Receive Liquidation Distributions — Upon our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders of our Class A common stock and Class B common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if any, on any outstanding shares of preferred stock. Conversion — Each share of our Class B common stock is convertible at any time at the option of the holder into one share of our Class A common stock. Each share of our Class B common stock will convert automatically into one share of our Class A common stock upon any transfer, whether or not for value, except for (i) certain permitted transfers to entities, to the extent the transferor retains sole dispositive power and exclusive voting control with respect to the shares of Class B common stock, and (ii) certain other permitted transfers described in our amended and restated certificate of incorporation. In addition, if held by a natural person (including a natural person serving in a sole trustee capacity), each share of our Class B common stock will convert automatically into one share of our Class A common stock upon the death or incapacity of such natural person as described in our amended and restated certificate of incorporation. All outstanding shares of our Class B common stock will convert automatically into an equivalent number of shares of our Class A common stock upon the final conversion date, defined as the later of (a) the last trading day of the fiscal quarter immediately following the tenth anniversary of September 21, 2021 and (b) the date fixed by our board of directors that is no less than 61 days and no more than 180 days following the date on which the outstanding shares of Class B common stock first represent less than 10% of the aggregate number of the then outstanding shares of Class A common stock and Class B common stock (except if the final conversion date determined according to (a) or (b) would otherwise occur on or after the record date of any meeting of stockholders and before or at the time the vote at such meeting is taken, then the final conversion date shall instead be the last trading day of the fiscal quarter during which such vote was taken). Other Matters — The Class A common stock and Class B common stock have no preemptive rights pursuant to the terms of our amended and restated certificate of incorporation and our amended and restated bylaws. There are no redemption or sinking fund provisions applicable to the Class A common stock and Class B common stock. All outstanding shares of our Class A common stock are fully paid and non-assessable. Shares of common stock reserved for future issuance as of March 31, 2023 and December 31, 2022 consist of the following: March 31, December 31, 2015 Equity Incentive Plan: Options issued and outstanding 12,023,666 12,700,367 Shares available for future option grants — — 2021 Equity Incentive Plan: Options issued and outstanding 2,842,693 2,687,819 Restricted stock units outstanding 7,084,582 4,788,964 Performance stock units outstanding 787,660 787,660 Shares available for future grants 17,617,962 13,236,891 2021 Employee Stock Purchase Plan: Shares available for future grants 5,590,259 4,091,248 Total shares of common stock reserved for future issuance 45,946,822 38,292,949 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Warrants Common Stock Warrants Through 2020, we issued warrants to purchase common stock to various third parties. The warrants were exercised in full in August 2022, and therefore, there were no common stock warrants outstanding as of March 31, 2023 and December 31, 2022. We recorded $0.7 million of common stock warrant expense for the three months ended March 31, 2022. The following table is a summary of warrant activity for the three months ended March 31, 2022: Date of issuance October 2015/ March 2016 October 2016 July 2018 Outstanding at December 31, 2021 — — 30,684 Exercised during the three months ended March 31, 2022 — — 25,570 Outstanding at March 31, 2022 — — 5,114 |
Stock Transactions
Stock Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stock Transactions | Stock Transactions On November 19, 2018, we received a promissory note from an employee in consideration for the early exercise of 220,000 shares of common stock options. The promissory note is secured by the underlying shares of common stock and bears interest at 2.86% per annum. As of March 31, 2023, the promissory note was outstanding. Since the note is a limited recourse note, the note receivable is not reflected in our condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2015 Equity Incentive Plan In 2015, we adopted the 2015 Equity Incentive Plan (the “2015 Plan”) that authorized the granting of options for shares of common stock. Our 2015 Plan provided for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit (“RSU”) awards, and other stock awards. The 2015 Plan was terminated in connection with the adoption of the 2021 Equity Incentive Plan (the “2021 Plan”) in November 2021 in connection with the IPO, and we will not grant any additional awards under the 2015 Plan. However, the 2015 Plan will continue to govern the terms and conditions of the outstanding awards previously granted thereunder. 2021 Equity Incentive Plan In September 2021, our board of directors adopted, and our stockholders approved, the 2021 Plan, which became effective in connection with the IPO in November 2021. The 2021 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, RSU awards, performance awards, and other forms of equity compensation. In addition, the number of shares of our Class A common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year for a period of 10 years, beginning on January 1, 2022 and continuing through (and including) January 1, 2031, in an amount equal to 4% of the total number of share of our common stock (both Class A and Class B) outstanding on December 31 of the immediately preceding year, except that, before the date of any such increase, our board of directors may determine that the increase for such year will be the lesser number of shares. Additionally, to the extent that any stock options outstanding under the 2015 Plan expire, terminate prior to exercise, are not issued because the award is settled in cash, are forfeited because of the failure to vest, or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price, if any, the shares of Class B common stock reserved for issuance pursuant to such equity awards will become available for issuance as shares of Class A common stock under the 2021 Plan. The maximum number of shares of our Class A common stock that may be issued on the exercise of incentive stock options under the 2021 Plan will be 100,000,000 shares. 2021 Employee Stock Purchase Plan In September 2021, our board of directors adopted, and our stockholders approved, the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which became effective in connection with the IPO in November 2021. The 2021 ESPP authorizes the issuance of shares of Class A common stock pursuant to purchase rights granted to employees. The number of shares of our Class A common stock reserved for issuance will automatically increase on January 1 of each year for a period of 10 years, beginning on January 1, 2022 and continuing through (and including) January 1, 2031, by the lesser of (1) 1% of the total number of shares of our common stock (both Class A and Class B) outstanding on December 31 of the immediately preceding year and (2) 2,850,000 shares, except that, before the date of any such increase, our board of directors may determine that such increase will be less than the amount set forth in clauses (1) and (2). The price at which Class A common stock is purchased under the 2021 ESPP is equal to 85% of the fair market value of a share of our Class A common stock on the first day of the offering period, or the date of purchase, whichever is lower. Offering periods are six months long and begin on November 3 and May 3 of each year. Stock Options A summary of the status of the 2015 Plan and 2021 Plan as of December 31, 2022 and March 31, 2023, and changes during the three month period ended March 31, 2023, is presented below: Options Outstanding Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2022 15,388,186 $ 3.71 6.43 $ 6,101 Granted 150,096 3.12 Exercised (77,941) 0.93 156 Forfeited (313,897) 4.25 Cancelled (280,085) 4.30 Outstanding at March 31, 2023 14,866,359 3.70 5.87 2,682 Vested and exercisable at March 31, 2023 9,746,589 3.33 4.60 2,682 The weighted-average fair value of options granted during the three months ended March 31, 2023 and 2022 was $0.99 and $0.46 per share, respectively. We calculated the fair value of each option using an expected volatility over the expected life of the option, which was estimated using the average volatility of comparable publicly traded companies. The expected life of options granted is based on the simplified method to estimate the expected life of the stock options, giving consideration to the contractual terms and vesting schedules. The following weighted average assumptions were used for issuances during the three months ended March 31, 2023 and 2022, for employees and non-employees: Three Months Ended March 31, 2023 2022 Risk-free interest rate 4.12 % 1.98 % Dividend yield — — Volatility 45.09 % 47.14 % Expected lives (in years) 4.6 6.1 2021 ESPP The following table summarizes the weighted-average assumptions used in estimating the fair value of the 2021 ESPP grants for the offering period beginning on November 3, 2021 and ending on May 2, 2022, and the offering period beginning on November 3, 2022 and ending on May 2, 2023, using the Black Scholes option-pricing model: Offering Period - November 3, 2022 to May 2, 2023 Offering Period - November 3, 2021 to May 2, 2022 Risk-free interest rate 4.44 % 1.63 % Dividend yield — — Volatility 43.42 % 63.00 % Expected lives (years) 0.5 0.5 RSUs After completion of the IPO in November 2021, we began granting RSUs to certain employees. The RSUs granted have service-based vesting conditions. The service-based vesting condition for awards to new employees is typically satisfied over four years, with a cliff vesting period of one year and continued vesting quarterly thereafter. The service-based vesting condition for refresh grants of RSUs to existing employees is typically satisfied over three years with vesting occurring quarterly, subject to the employees’ continued service to us. RSUs and the related stock-based compensation are recognized on a straight-line basis over the requisite service period. RSU activity during the three months ended March 31, 2023 was as follows: Number of Shares Weighted-Average Grant Date Fair Value per Share Unvested at December 31, 2022 4,788,964 $ 4.86 Granted 3,110,022 2.44 Vested (381,592) 5.40 Forfeited (432,812) 4.17 Unvested at March 31, 2023 7,084,582 3.82 Performance Stock Units In May 2022, we granted a target amount of 0.8 million RSUs with market-based and service-based vesting conditions (“PSUs”) to certain executives. The market vesting criteria is based on achievement of certain total shareholder return (“TSR”) results relative to the S&P Total Market Consumer Discretionary Index (the “Index”) during a one-year, two-year, and three-year performance period, respectively, beginning on June 1, 2022, and ending on May 31, 2025. The market condition allows for a range of vesting from 0% to 150% of the target amount, depending on the relative TSR achieved by us against the Index. In addition to the market condition, these PSUs are subject to the continuing service of the executives and vest in three equal annual installments. The fair value of PSUs is measured on the grant date using a Monte Carlo simulation model. Each of the three performance periods is considered an individual tranche of the award (referred to as "Tranche 1," "Tranche 2" and "Tranche 3," respectively). Number of Shares Grant Date Fair Value per Share Requisite Service Period Tranche 1 262,553 $ 4.77 June 1, 2022 - May 31, 2023 Tranche 2 262,553 $ 5.16 June 1, 2022 - May 31, 2024 Tranche 3 262,554 $ 5.41 June 1, 2022 - May 31, 2025 The total grant date fair value of the awards was determined to be $4.0 million, with each tranche of the awards representing $1.3 million, $1.4 million, and $1.4 million of the total expense, respectively. Stock-based compensation expense related to PSUs is recognized on a straight-line basis over their requisite service periods, regardless of whether the market condition is ultimately satisfied. Stock-based compensation expense is not reversed if the achievement of the market condition does not occur. We recognized stock-based compensation expense of $0.4 million for the three months ended March 31, 2023 as selling, general and administrative expense in the condensed consolidated statements of operations and comprehensive loss related to these awards. We recognized no stock-based compensation expense for these awards prior to May 2022. PSU activity during the three months ended March 31, 2023 was as follows: Target Number of Shares Weighted-Average Grant Date Fair Value per Share Unvested at December 31, 2022 787,660 $ 5.11 Granted — — Vested — — Forfeited — $ — Unvested at March 31, 2023 787,660 $ 5.11 Stock-Based Compensation Expense Stock-based compensation expense, included in selling, general, and administrative expense in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2023 and 2022, was comprised of the following: Three Months Ended March 31, (in thousands) 2023 2022 Stock-based compensation, net of amounts capitalized $ 5,670 $ 3,560 Capitalized stock-based compensation 242 261 Total stock-based compensation $ 5,912 $ 3,821 As of March 31, 2023, there was approximately $14.0 million of total unrecognized compensation cost related to unvested stock options granted under both equity incentive plans, which is expected to be recognized over the weighted-average remaining vesting period of approximately 2.30 years. There was approximately $24.0 million of total unrecognized compensation cost related to outstanding unvested RSUs under the 2021 Plan, which is expected |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax provision was $0.2 million and $1.8 million for the three months ended March 31, 2023 and 2022, respectively. The effective tax rate for the three months ended March 31, 2023 and 2022 was 0.6% and 8.8%, respectively. The change in expense for income taxes and effective tax rate is primarily due to mix of income by geography. Our tax provision for income taxes for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any. Each quarter, we update our estimate of the annual effective tax rate and make a year-to-date adjustment to the provision. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings We are subject to various claims and legal proceedings that arise in the ordinary course of our business activities. Although the outcome of any legal proceedings cannot be predicted with certainty, as of March 31, 2023, our ultimate liability, if any, is not expected to have a material effect on our financial position or operations. On April 13, 2023, we and certain of our executive officers and directors were named as defendants in a securities class action lawsuit, captioned Shnayder v. Allbirds, Inc. et al., filed in the United States District Court for the Northern District of California. The lawsuit alleges that we violated U.S. securities laws by making materially false and/or misleading statements about our business, operations and prospects. The plaintiffs seek damages in an unspecified amount. We intend to vigorously defend against the lawsuit. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases We lease various office and retail spaces under non-cancelable operating leases with various expiration dates through fiscal 2033, certain of which contain renewal provisions. These renewal provisions are not reasonably certain to be exercised and therefore are not factored into the determination of lease payments. We have no lease agreements that are classified as finance leases. The components of lease costs, recognized as selling, general, and administrative expense in the condensed consolidated statements of operations and comprehensive loss, along with the weighted-average lease term and weighted-average discount rate for operating leases, are as follows: Three Months Ended March 31, (in thousands, except for lease term and discount rate) 2023 2022 Operating lease costs $ 4,521 $ 3,616 Variable lease costs 56 57 Short-term lease costs 33 101 Sublease income (13) — Total lease costs $ 4,596 $ 3,774 Weighted-average remaining lease term (in years) 7.52 6.54 Weighted-average discount rate 5.32 % 3.10 % Supplemental cash flow information related to operating leases are as follows: Three Months Ended March 31, (in thousands) 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 2,014 $ 2,971 Right-of-use assets obtained in exchange for new operating lease liabilities 6,827 11,493 Future minimum lease payments under non-cancelable operating leases with initial lease terms in excess of one year, included in our lease liabilities as of March 31, 2023, are as follows: (in thousands) Operating Leases (1) Fiscal year ended December 31, 2023 $ 12,104 2024 19,820 2025 19,353 2026 17,799 2027 and after 67,379 Total undiscounted operating lease payments $ 136,455 Less: imputed discount (26,295) Total operating lease liabilities $ 110,161 ___________ (1) 2023 amounts as shown above are net of cash inflows for tenant improvement allowances expected to be received during the year. Operating lease payments exclude legally binding minimum lease payments related to executed leases for which we have not yet taken possession of the leased premises. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share We compute net loss per share using the two-class method required for participating securities and multiple classes of common stock. The two-class method requires net income or loss be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income or loss for the period had been distributed. The rights, including the liquidation and dividend rights and sharing of losses of the Class A common stock and Class B common stock are identical, other than voting, transfer, and conversion rights. As the liquidation and dividend rights and sharing of losses are identical, the undistributed earnings are allocated on a proportionate basis and the resulting net loss per share attributed to common stockholders will, therefore, be the same for both Class A and Class B common stock on an individual or combined basis. The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, (in thousands, except share and per share data) 2023 2022 Numerator: Net loss attributable to common stockholders $ (35,166) $ (21,878) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 150,082,295 147,530,203 Net loss per share attributable to common stockholders, basic and diluted $ (0.23) $ (0.15) The following shares of preferred stock and common stock were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive: March 31, March 31, Outstanding stock options 14,866,359 15,088,477 Common stock warrants — 5,114 2021 ESPP 66,094 63,371 RSUs 7,084,582 786,133 PSUs 787,660 — Total anti-dilutive securities 22,804,695 15,943,095 |
Benefit Plan
Benefit Plan | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
Benefit Plan | Benefit PlanWe sponsor a 401(k) defined contribution plan covering eligible employees who elect to participate. We are allowed to make discretionary profit sharing and matching contributions as defined in the plan and as approved by our board of directors. No discretionary profit-sharing contributions were made for the three months ended March 31, 2023 and 2022. We made $0.4 million and $0.4 million in matching contributions for the three months ended March 31, 2023 and 2022, respectively. We have no intention to terminate the plan. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 17, 2023, we entered into an amendment agreement (the “Second Amendment”) with JPMorgan Chase Bank, N.A. (“JPM”), in respect of the Original Credit Agreement, by and between us and JPM. The Second Amendment amended the terms of the Original Credit Agreement to, among other things, (i) increase the committed amount from $40.0 million to $50.0 million, (ii) increase the uncommitted incremental borrowing capacity from $35.0 million to $50.0 million, (iii) increase the interest rate margin by 0.50%, (iv) extend the maturity date from February 20, 2024 to April 17, 2026 and (v) provide that a Dominion Event Date (as defined therein) shall occur on any date on which Availability (as defined therein) is less than 25.0% of the Aggregate Revolving Commitments (as defined therein). As amended, interest on borrowings under the revolving credit facility will accrue at a variable rate equal to (i) SOFR, plus (ii) 0.10%, plus (iii) a specified spread of 1.75% or 2.00% dependent on the average quarterly revolver availability, calculated on the last day of each fiscal quarter being greater than 20% of the total revolver commitments or less than or equal to 20% of the total revolver commitments, respectively. In May 2023, we reduced our global corporate workforce and terminated 21 individuals. We expect the estimated expenses related to severance and other employee termination-related costs, including the impact of stock-based compensation, to be immaterial and substantially recognized during the second quarter of 2023. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Preparation | Basis of Preparation —The accompanying unaudited condensed consolidated financial statements have been presented in U.S. dollars and prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 10, 2023 (“Form 10-K”). In our opinion, the accompanying unaudited condensed interim financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP. |
Principles of Consolidation | Principles of Consolidation—The condensed consolidated financial statements include the accounts of Allbirds, Inc. and our wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates —The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Segments | Segments —Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by our chief operating decision maker (“CODM”), in deciding how to allocate resources to an individual segment and in assessing performance. Our CODMs for the three months ended March 31, 2023 and 2022 were our co-Chief Executive Officers. We operate in one operating segment and one reportable segment, as the CODMs review financial information presented on an aggregate basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. |
Foreign Currency Transactions | Foreign Currency Transactions —Our reporting currency is the U.S. dollar. The functional currency for each subsidiary included in these condensed consolidated financial statements that is domiciled outside of the United States is generally the applicable local currency of that country or the U.S. dollar. The translation of foreign currencies into U.S. dollars is performed for assets and liabilities using current foreign currency exchange rates in effect at the balance sheet date and for revenues and expense accounts using average foreign currency exchange rates during the period. Capital accounts are translated at historical foreign currency exchange rates. Translation gains and losses are included in stockholders’ equity or deficit as a component of accumulated other comprehensive income or loss. Adjustments that arise from foreign currency exchange rate changes on transactions denominated in a currency other than the functional currency are included in other income or expense on the condensed consolidated statements of operations and comprehensive loss. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash —We consider all highly liquid investments with an original maturity date of three months or less as cash equivalents. Cash and cash equivalents are comprised primarily of domestic and foreign bank accounts and money market funds. These cash and cash equivalents are valued based on Level 1 inputs, which consist of quoted prices in active markets. We place our cash and cash equivalents with several high credit quality financial institutions which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. We have not experienced any losses in such accounts and periodically evaluate the credit worthiness of the financial institutions. Our foreign bank accounts are not subject to FDIC insurance. Restricted cash serves as collateral for a bond with the United States Customs and Border Protection (“CBP”), which allows us to take possession of our inventory before all formalities with the CBP are completed for imported products. Restricted cash is included in prepaid expenses and other current assets on the condensed consolidated balance sheets. |
Accounts Receivable | Accounts Receivable —Accounts receivable consist primarily of amounts due from customers, which results from sales to customers including credit card deposits in transit at the balance sheet date, the majority of which are settled within two three |
Inventory | Inventory —Inventory consists of finished goods, stated at the lower of cost or net realizable value. We value our inventory using the weighted-average cost method and include product costs from our suppliers, freight, import duties and other landing costs. |
Revenue Recognition | Revenue Recognition —Our primary source of revenue is from sales of footwear and apparel products. We recognize revenue when control passes to the customer. This occurs at the time products are shipped to digital and wholesale customers, and at the point of sale for retail customers, which is when our performance obligation is satisfied. For the three months ended March 31, 2023, we recognized $1.0 million of revenue that was deferred as of December 31, 2022, and for the three months ended March 31, 2022, we recognized $1.0 million of revenue that was deferred as of December 31, 2021. As of March 31, 2023 and December 31, 2022, we had $0.2 million and $0.4 million, respectively, in cash collections of purchases via our digital channel which had not yet shipped, and $3.5 million and $3.6 million, respectively, in gift card liabilities included in deferred revenue in the condensed consolidated balance sheets. The deferred revenue balance of $3.7 million at March 31, 2023 is expected to be recognized over the next 12 months. We record a reserve for estimated product returns, based upon historical return trends, in each reporting period as an offsetting decrease of net revenue, with an increase to our sales-refund reserve in accrued expenses. We have also recorded a related inventory returns receivable in prepaid expenses and other current assets, with an offsetting decrease to cost of revenue, as of March 31, 2023 and December 31, 2022 in the condensed consolidated balance sheets. |
Fair Value Measurements | Fair Value Measurements —Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements, defines fair value, establishes a framework for measuring fair value under GAAP, and enhances disclosures about fair value measurements. It clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 —Observable inputs, such as quoted prices in active markets Level 2 —Inputs other than the quoted prices in active markets that are observable either directly or indirectly Level 3 —Unobservable inputs in which there is little or no market data, which requires us to develop our own assumptions. This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. We record cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses at cost. The carrying values of these instruments approximate their fair value due to their short‐term maturities. We hold certain assets that are required to be measured at fair value on both a recurring and non-recurring basis, which are outlined in Note 8, Fair Value Measurements . |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets —We evaluate the recoverability of property and equipment, operating lease right-of-use assets, and other long-lived assets, including identifiable intangible assets with definite lives, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets are reviewed for recoverability at the lowest level in which there are identifiable cash flows (asset group). The asset group is typically at the country-level for store assets and the corporate-level for corporate assets. The carrying amount of a country asset group includes stores’ operating lease right-of-use assets and property and equipment, primarily leasehold improvements. Recoverability of assets held and used is measured by comparing the carrying amount of an asset or an asset group to the estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds these estimated future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the assets exceeds the fair value of the asset or asset group, based on estimated discounted net future cash flows. Assumptions used in these forecasts are consistent with internal planning, and include revenue growth rates, gross margins, and operating expense in relation to the current economic environment and our future expectations, competitive factors in its various markets, inflation, revenue trends and other relevant economic factors that may impact the asset group under evaluation. There is uncertainty in the projected undiscounted future cash flows used in our impairment review analysis, which requires the use of estimates and assumptions. If our actual performance does not achieve our projections, or if the assumptions used change in the future, we may be required to recognize impairment charges in future periods, and any such charges could be material. We determined a non-cash impairment charge was not necessary in the quarter ended March 31, 2023 based on our future cash flow estimates versus the net carrying value of our long-lived assets. |
Restructuring Charges | Restructuring Charges—In the first quarter of 2023, we announced a strategic transformation plan designed to improve our revenue trend, as well as improve capital efficiency and drive profitability in the business. As part of this effort, we have incurred professional fees and other related charges which are included within restructuring expense in the condensed consolidated statements of operations and comprehensive loss. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses to estimate credit losses on certain types of financial instruments, including trade and account receivables, which may result in the earlier recognition of allowance for losses. The adoption of the guidance in the first quarter of 2023 did not have a material impact on our condensed consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This guidance provides temporary optional expedients and exceptions to accounting guidance on contract modifications and hedge accounting to ease entities’ financial reporting burdens as the market transitions from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. The adoption of the guidance in the first quarter of 2023 did not have a material impact on our condensed consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity , which simplifies the accounting for certain convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. The guidance is effective for our fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The adoption of the guidance is not expected to have a material impact on our condensed consolidated financial statements and related disclosures. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | The following table disaggregates our net revenue by geographic area, where no individual foreign country contributed in excess of 10% of net revenue for the three months ended March 31, 2023 and 2022. We recognized the following net revenue by geographic area based on the primary shipping address of the customer where the sale was made in our digital and wholesale channels, and based on the physical store location where the sale was made at a retail store: Three Months Ended March 31, (in thousands) 2023 2022 United States $ 40,836 $ 48,944 International 13,516 13,819 Total net revenue $ 54,352 $ 62,763 |
Schedule of Restructuring and Related Costs | The following table presents a roll-forward of our professional fees and other related charges, which are included within accrued expenses and other current liabilities in the condensed consolidated balance sheets: (in thousands) Professional fees and other related charges Balance as of December 31, 2022 $ — Charges 3,239 Cash Payments (2,603) Balance as of March 31, 2023 $ 636 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following as of March 31, 2023 and December 31, 2022: (in thousands) March 31, December 31, Finished goods $ 119,006 $ 125,065 Reserve to reduce inventories to net realizable value (9,512) (8,269) Total inventory $ 109,494 $ 116,796 |
Property and Equipment - Net (T
Property and Equipment - Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following as of March 31, 2023 and December 31, 2022: (in thousands) March 31, December 31, Leasehold improvements $ 38,771 $ 40,305 Furniture and fixtures 24,424 23,988 Internal-use software 25,014 23,393 Machinery and equipment 939 884 Computers and equipment 2,182 1,937 Total property and equipment - gross 91,330 90,507 Less: accumulated depreciation and amortization (38,760) (36,167) Total property and equipment - net $ 52,570 $ 54,340 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following as of March 31, 2023 and December 31, 2022: (in thousands) March 31, December 31, Prepaid expenses $ 5,813 $ 6,283 Inventory returns receivable 689 1,090 Security deposits 468 463 Taxes receivable 7,043 6,420 Other receivables 746 908 Restricted cash 634 632 Total prepaid expenses and other current assets $ 15,392 $ 15,796 |
Other Assets (Tables)
Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Other assets consisted of the following as of March 31, 2023 and December 31, 2022: (in thousands) March 31, December 31, Investment in equity securities $ 2,250 $ 2,250 Security deposits 4,464 4,417 Intangible assets 120 133 Debt issuance costs 45 57 Deferred tax assets 1,001 1,001 Total other assets $ 7,880 $ 7,858 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses consisted of the following as of March 31, 2023 and December 31, 2022: (in thousands) March 31, December 31, Sales-refund reserve $ 2,771 $ 4,534 Taxes payable 2,707 3,336 Employee-related liabilities 3,510 2,624 Accrued expenses 11,403 12,954 Total accrued expenses and other current liabilities $ 20,391 $ 23,448 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table summarizes, for assets measured at fair value, the respective fair value and classification by level of input within the fair value hierarchy as of March 31, 2023. We had no liabilities measured at fair value as of March 31, 2023. March 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total Assets Money market funds $ 82,000 $ — $ — $ 82,000 $ 82,000 $ — $ — $ 82,000 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | Shares of common stock reserved for future issuance as of March 31, 2023 and December 31, 2022 consist of the following: March 31, December 31, 2015 Equity Incentive Plan: Options issued and outstanding 12,023,666 12,700,367 Shares available for future option grants — — 2021 Equity Incentive Plan: Options issued and outstanding 2,842,693 2,687,819 Restricted stock units outstanding 7,084,582 4,788,964 Performance stock units outstanding 787,660 787,660 Shares available for future grants 17,617,962 13,236,891 2021 Employee Stock Purchase Plan: Shares available for future grants 5,590,259 4,091,248 Total shares of common stock reserved for future issuance 45,946,822 38,292,949 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Warrants and Rights Outstanding, Activity | The following table is a summary of warrant activity for the three months ended March 31, 2022: Date of issuance October 2015/ March 2016 October 2016 July 2018 Outstanding at December 31, 2021 — — 30,684 Exercised during the three months ended March 31, 2022 — — 25,570 Outstanding at March 31, 2022 — — 5,114 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Arrangement, Option, Activity | A summary of the status of the 2015 Plan and 2021 Plan as of December 31, 2022 and March 31, 2023, and changes during the three month period ended March 31, 2023, is presented below: Options Outstanding Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2022 15,388,186 $ 3.71 6.43 $ 6,101 Granted 150,096 3.12 Exercised (77,941) 0.93 156 Forfeited (313,897) 4.25 Cancelled (280,085) 4.30 Outstanding at March 31, 2023 14,866,359 3.70 5.87 2,682 Vested and exercisable at March 31, 2023 9,746,589 3.33 4.60 2,682 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following weighted average assumptions were used for issuances during the three months ended March 31, 2023 and 2022, for employees and non-employees: Three Months Ended March 31, 2023 2022 Risk-free interest rate 4.12 % 1.98 % Dividend yield — — Volatility 45.09 % 47.14 % Expected lives (in years) 4.6 6.1 |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions | The following table summarizes the weighted-average assumptions used in estimating the fair value of the 2021 ESPP grants for the offering period beginning on November 3, 2021 and ending on May 2, 2022, and the offering period beginning on November 3, 2022 and ending on May 2, 2023, using the Black Scholes option-pricing model: Offering Period - November 3, 2022 to May 2, 2023 Offering Period - November 3, 2021 to May 2, 2022 Risk-free interest rate 4.44 % 1.63 % Dividend yield — — Volatility 43.42 % 63.00 % Expected lives (years) 0.5 0.5 |
Schedule of Share-based Payment Arrangement, Restricted Stock Unit, Activity | RSU activity during the three months ended March 31, 2023 was as follows: Number of Shares Weighted-Average Grant Date Fair Value per Share Unvested at December 31, 2022 4,788,964 $ 4.86 Granted 3,110,022 2.44 Vested (381,592) 5.40 Forfeited (432,812) 4.17 Unvested at March 31, 2023 7,084,582 3.82 |
Schedule of Stock-based Compensation Expense, Restricted Stock Unit, Activity | Each of the three performance periods is considered an individual tranche of the award (referred to as "Tranche 1," "Tranche 2" and "Tranche 3," respectively). Number of Shares Grant Date Fair Value per Share Requisite Service Period Tranche 1 262,553 $ 4.77 June 1, 2022 - May 31, 2023 Tranche 2 262,553 $ 5.16 June 1, 2022 - May 31, 2024 Tranche 3 262,554 $ 5.41 June 1, 2022 - May 31, 2025 |
Schedule of Share-Based Payment Arrangement, Performance Shares, Activity | PSU activity during the three months ended March 31, 2023 was as follows: Target Number of Shares Weighted-Average Grant Date Fair Value per Share Unvested at December 31, 2022 787,660 $ 5.11 Granted — — Vested — — Forfeited — $ — Unvested at March 31, 2023 787,660 $ 5.11 |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense, included in selling, general, and administrative expense in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2023 and 2022, was comprised of the following: Three Months Ended March 31, (in thousands) 2023 2022 Stock-based compensation, net of amounts capitalized $ 5,670 $ 3,560 Capitalized stock-based compensation 242 261 Total stock-based compensation $ 5,912 $ 3,821 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease Information | The components of lease costs, recognized as selling, general, and administrative expense in the condensed consolidated statements of operations and comprehensive loss, along with the weighted-average lease term and weighted-average discount rate for operating leases, are as follows: Three Months Ended March 31, (in thousands, except for lease term and discount rate) 2023 2022 Operating lease costs $ 4,521 $ 3,616 Variable lease costs 56 57 Short-term lease costs 33 101 Sublease income (13) — Total lease costs $ 4,596 $ 3,774 Weighted-average remaining lease term (in years) 7.52 6.54 Weighted-average discount rate 5.32 % 3.10 % Supplemental cash flow information related to operating leases are as follows: Three Months Ended March 31, (in thousands) 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 2,014 $ 2,971 Right-of-use assets obtained in exchange for new operating lease liabilities 6,827 11,493 |
Schedule of Commitments for Minimum Lease Payments Under Noncancelable Operating Leases | Future minimum lease payments under non-cancelable operating leases with initial lease terms in excess of one year, included in our lease liabilities as of March 31, 2023, are as follows: (in thousands) Operating Leases (1) Fiscal year ended December 31, 2023 $ 12,104 2024 19,820 2025 19,353 2026 17,799 2027 and after 67,379 Total undiscounted operating lease payments $ 136,455 Less: imputed discount (26,295) Total operating lease liabilities $ 110,161 ___________ (1) 2023 amounts as shown above are net of cash inflows for tenant improvement allowances expected to be received during the year. Operating lease payments exclude legally binding minimum lease payments related to executed leases for which we have not yet taken possession of the leased premises. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss per Share | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, (in thousands, except share and per share data) 2023 2022 Numerator: Net loss attributable to common stockholders $ (35,166) $ (21,878) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 150,082,295 147,530,203 Net loss per share attributable to common stockholders, basic and diluted $ (0.23) $ (0.15) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following shares of preferred stock and common stock were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive: March 31, March 31, Outstanding stock options 14,866,359 15,088,477 Common stock warrants — 5,114 2021 ESPP 66,094 63,371 RSUs 7,084,582 786,133 PSUs 787,660 — Total anti-dilutive securities 22,804,695 15,943,095 |
Significant Accounting Polici_4
Significant Accounting Policies- Segments (Details) | 3 Months Ended |
Mar. 31, 2023 segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Significant Accounting Polici_5
Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Wholesale accounts receivable | $ 2.8 | $ 6.3 |
Credit card receivables | $ 2.5 | $ 2.1 |
Minimum | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, settlement period | 2 days | |
Maximum | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, settlement period | 3 days |
Significant Accounting Polici_6
Significant Accounting Policies - Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Reserve to reduce inventories to net realizable value | $ 9,512 | $ 8,269 |
Inventory adjustments | $ 3,200 | $ (300) |
Significant Accounting Polici_7
Significant Accounting Policies- Revenue Recognition (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Revenue recognized | $ 1 | $ 1 | |
Cash collections of purchases via digital channel not yet shipped | 0.2 | $ 0.4 | |
Gift card liabilities | 3.5 | $ 3.6 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Remaining performance obligation, amount | $ 3.7 | ||
Remaining performance obligation, expected timing of satisfaction, period | 12 months |
Significant Accounting Polici_8
Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total net revenue | $ 54,352 | $ 62,763 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenue | 40,836 | 48,944 |
International | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenue | $ 13,516 | $ 13,819 |
Significant Accounting Polici_9
Significant Accounting Policies - Roll Forward Of Severance And Employee Related Termination Costs And Cease Use Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring Expense | $ 3,239 | $ 0 |
Professional Fees and Other Related Charges | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring, beginning balance | 0 | |
Restructuring Expense | 3,239 | |
Cash Payments | (2,603) | |
Restructuring, ending balance | $ 636 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 119,006 | $ 125,065 |
Reserve to reduce inventories to net realizable value | (9,512) | (8,269) |
Total inventory | $ 109,494 | $ 116,796 |
Property and Equipment - Net -
Property and Equipment - Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 91,330 | $ 90,507 |
Less: accumulated depreciation and amortization | (38,760) | (36,167) |
Total property and equipment - net | 52,570 | 54,340 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 38,771 | 40,305 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 24,424 | 23,988 |
Internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 25,014 | 23,393 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 939 | 884 |
Computers and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 2,182 | $ 1,937 |
Property and Equipment - Net _2
Property and Equipment - Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 5.1 | $ 3.5 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid expenses | $ 5,813 | $ 6,283 | |
Inventory returns receivable | 689 | 1,090 | |
Security deposits | 468 | 463 | |
Taxes receivable | 7,043 | 6,420 | |
Other receivables | 746 | 908 | |
Restricted cash | 634 | 632 | $ 630 |
Total prepaid expenses and other current assets | $ 15,392 | $ 15,796 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Investment in equity securities | $ 2,250 | $ 2,250 |
Security deposits | 4,464 | 4,417 |
Intangible assets | 120 | 133 |
Debt issuance costs | 45 | 57 |
Deferred tax assets | 1,001 | 1,001 |
Total other assets | $ 7,880 | $ 7,858 |
Other Assets - Narrative (Detai
Other Assets - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Jan. 31, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Nov. 22, 2021 | Nov. 20, 2020 | |
Other Assets [Line Items] | ||||||
Investment in equity securities | $ 2,250,000 | $ 2,250,000 | ||||
Transaction costs | $ 100,000 | |||||
Intangible asset, useful life (in years) | 3 years | |||||
Amortization of intangible assets | 0 | $ 100,000 | ||||
Intellectual Property | ||||||
Other Assets [Line Items] | ||||||
Intangible assets acquired | $ 1,300,000 | |||||
Natural Fiber Welding, Inc. | ||||||
Other Assets [Line Items] | ||||||
Investment in equity securities | $ 2,000,000 | |||||
Equity securities impairment loss | 0 | |||||
Natural Fiber Welding, Inc. | Series A Preferred Stock | ||||||
Other Assets [Line Items] | ||||||
Equity securities acquired (in shares) | 201,207 | |||||
NoHo ESG, Inc. | ||||||
Other Assets [Line Items] | ||||||
Investment in equity securities | $ 300,000 | |||||
Equity securities impairment loss | $ 0 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Sales-refund reserve | $ 2,771 | $ 4,534 |
Taxes payable | 2,707 | 3,336 |
Employee-related liabilities | 3,510 | 2,624 |
Accrued expenses | 11,403 | 12,954 |
Total accrued expenses and other current liabilities | $ 20,391 | $ 23,448 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring | Mar. 31, 2023 USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Liabilities, fair value disclosure | $ 0 |
Assets, fair value disclosure | 82,000,000 |
Money market funds | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Cash and cash equivalents, fair value | 82,000,000 |
Level 1 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Assets, fair value disclosure | 82,000,000 |
Level 1 | Money market funds | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Cash and cash equivalents, fair value | 82,000,000 |
Level 2 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Assets, fair value disclosure | 0 |
Level 2 | Money market funds | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Cash and cash equivalents, fair value | 0 |
Level 3 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Assets, fair value disclosure | 0 |
Level 3 | Money market funds | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Cash and cash equivalents, fair value | $ 0 |
Fair Value Measurements- Narrat
Fair Value Measurements- Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |||
Equity securities, unrealized gain (loss) | $ 0 | $ 0 | |
Investment without readily determinable fair value | $ 2,300,000 | $ 2,300,000 |
Long-term Debt (Details)
Long-term Debt (Details) - Revolving Credit Facility - USD ($) | 1 Months Ended | ||
Apr. 17, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Credit Agreement | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 40,000,000 | ||
Accordion feature, increase limit | $ 35,000,000 | ||
Line of credit facility, total revolver commitment percentage | 20% | ||
Commitment fee percentage | 0.20% | ||
Fronting fee percentage | 0.125% | ||
Long-term line of credit | $ 0 | $ 0 | |
Credit Agreement | Secured Overnight Financing Rate (SOFR) | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.10% | ||
Credit Agreement | Base, SOFR, or Commitment Fee | Minimum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.25% | ||
Credit Agreement | Base, SOFR, or Commitment Fee | Maximum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.50% | ||
Second Amendment | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 40,000,000 | ||
Accordion feature, increase limit | $ 35,000,000 | ||
Second Amendment | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 50,000,000 | ||
Accordion feature, increase limit | $ 50,000,000 | ||
Line of credit facility, total revolver commitment percentage | 20% | ||
Line of credit facility, interest rate margin | 0.50% | ||
Line of credit facility, percentage threshold of availability of aggregate revolving commitments | 25% | ||
Second Amendment | Secured Overnight Financing Rate (SOFR) | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.10% | ||
Second Amendment | Base, SOFR, or Commitment Fee | Minimum | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.75% | ||
Second Amendment | Base, SOFR, or Commitment Fee | Maximum | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2% |
Stockholders_ Equity - Narrativ
Stockholders’ Equity - Narrative (Details) | Mar. 31, 2023 class vote $ / shares shares | Dec. 31, 2022 class $ / shares shares |
Class of Stock [Line Items] | ||
Capital stock authorized (in shares) | 2,220,000,000 | 2,220,000,000 |
Preferred stock, authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares issued (in shares) | 0 | |
Convertible preferred stock, shares outstanding (in shares) | 0 | |
Number of classes of common stock | class | 2 | 2 |
Common stock, reclassification ratio | 1 | |
Common stock, percentage of Class B outstanding (less than) | 10% | |
Minimum | ||
Class of Stock [Line Items] | ||
Conversion of common stock, date fixed by the board of directors, period | 61 days | |
Maximum | ||
Class of Stock [Line Items] | ||
Conversion of common stock, date fixed by the board of directors, period | 180 days | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Number of votes per share for common stock | vote | 1 | |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Number of votes per share for common stock | vote | 10 |
Stockholders_ Equity - Schedule
Stockholders’ Equity - Schedule of Common Stock Reserved for Future Issuance (Details) - shares | Mar. 31, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Options issued and outstanding (in shares) | 14,866,359 | 15,388,186 |
Total shares of common stock reserved for future issuance (in shares) | 45,946,822 | 38,292,949 |
2015 Equity Incentive Plan | ||
Class of Stock [Line Items] | ||
Options issued and outstanding (in shares) | 12,023,666 | 12,700,367 |
Shares available for future grants (in shares) | 0 | 0 |
2021 Equity Incentive Plan | ||
Class of Stock [Line Items] | ||
Options issued and outstanding (in shares) | 2,842,693 | 2,687,819 |
Shares available for future grants (in shares) | 17,617,962 | 13,236,891 |
2021 Equity Incentive Plan | Restricted stock units | ||
Class of Stock [Line Items] | ||
Stock unit outstanding (in shares) | 7,084,582 | 4,788,964 |
2021 Equity Incentive Plan | PSUs | ||
Class of Stock [Line Items] | ||
Stock unit outstanding (in shares) | 787,660 | 787,660 |
2021 Employee Stock Purchase Plan | ||
Class of Stock [Line Items] | ||
Shares available for future grants (in shares) | 5,590,259 | 4,091,248 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - Common stock warrants - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, outstanding (in shares) | 0 | 0 | |
Warrant expense | $ 0.7 |
Warrants -Schedule of Warrants
Warrants -Schedule of Warrants and Rights Outstanding, Activity (Details) | 3 Months Ended |
Mar. 31, 2022 shares | |
October 2015/ March 2016 | |
Class of Warrant or Right [Roll Forward] | |
Outstanding, beginning of period (in shares) | 0 |
Exercises during the period (in shares) | 0 |
Outstanding, end of period (in shares) | 0 |
October 2016 | |
Class of Warrant or Right [Roll Forward] | |
Outstanding, beginning of period (in shares) | 0 |
Exercises during the period (in shares) | 0 |
Outstanding, end of period (in shares) | 0 |
July 2018 | |
Class of Warrant or Right [Roll Forward] | |
Outstanding, beginning of period (in shares) | 30,684 |
Exercises during the period (in shares) | 25,570 |
Outstanding, end of period (in shares) | 5,114 |
Stock Transactions (Details)
Stock Transactions (Details) - shares | 3 Months Ended | |
Nov. 19, 2018 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | ||
Common stock options exercised (in shares) | 220,000 | 77,941 |
Promissory Note | ||
Debt Instrument [Line Items] | ||
Interest rate (as percent) | 2.86% |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Apr. 30, 2022 USD ($) | May 31, 2022 installment shares | Sep. 30, 2021 shares | Mar. 31, 2023 USD ($) $ / shares | Mar. 31, 2022 USD ($) $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average fair value of options granted (in dollars per share) | $ / shares | $ 0.99 | $ 0.46 | |||
Stock-based compensation expense | $ 5,670 | $ 3,560 | |||
Unrecognized compensation cost related to unvested share-based compensation arrangements granted | 14,000 | ||||
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation costs | $ 24,000 | ||||
Unrecognized compensation cost, period for recognition (in years) | 2 years 1 month 17 days | ||||
RSUs | New Employees | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period (in years) | 4 years | ||||
Award cliff vesting period (in years) | 1 year | ||||
RSUs | Existing Employees | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period (in years) | 3 years | ||||
PSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares granted (in shares) | shares | 800,000 | ||||
Number of award vesting periods | installment | 3 | ||||
Total grant date fair value | $ 4,000 | ||||
Stock-based compensation expense | $ 0 | 400 | |||
Unrecognized compensation costs | $ 2,200 | ||||
Unrecognized compensation cost, period for recognition (in years) | 2 years 2 months 1 day | ||||
PSUs | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 0% | ||||
PSUs | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 150% | ||||
PSUs | Tranche 1 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period (in years) | 1 year | ||||
Aggregate fair value of equity instruments vested during the period | $ 1,300 | ||||
PSUs | Tranche 2 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period (in years) | 2 years | ||||
Aggregate fair value of equity instruments vested during the period | 1,400 | ||||
PSUs | Tranche 3 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period (in years) | 3 years | ||||
Aggregate fair value of equity instruments vested during the period | $ 1,400 | ||||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost, period for recognition (in years) | 2 years 3 months 18 days | ||||
2021 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation, period for increase in shares (in years) | 10 years | ||||
Percent of outstanding shares | 4% | ||||
2021 Equity Incentive Plan | Class A Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation, maximum number of shares available for issue on the exercise of incentive stock options (in shares) | shares | 100,000,000 | ||||
2021 Employee Stock Purchase Plan | 2021 ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation, period for increase in shares (in years) | 10 years | ||||
Percent of outstanding shares | 1% | ||||
Stock-based compensation, number of additional shares allowable under the plan (in shares) | shares | 2,850,000 | ||||
Stock-based compensation, purchase period (in months) | 6 months | ||||
2021 Employee Stock Purchase Plan | Class A Common Stock | 2021 ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation, discount percentage from market price, beginning of period | 85% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share-based Payment Arrangement, Option, Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Nov. 19, 2018 | Mar. 31, 2023 | Dec. 31, 2022 | |
Number of Options | |||
Outstanding, beginning balance (in shares) | 15,388,186 | ||
Granted (in shares) | 150,096 | ||
Exercised (in shares) | (220,000) | (77,941) | |
Forfeited (in shares) | (313,897) | ||
Cancelled (in shares) | (280,085) | ||
Outstanding, ending balance (in shares) | 14,866,359 | 15,388,186 | |
Vested and exercisable at end of period (in shares) | 9,746,589 | ||
Weighted-Average Exercise Price | |||
Outstanding, beginning balance (in dollars per share) | $ 3.71 | ||
Granted (in dollars per share) | 3.12 | ||
Exercised (in dollars per share) | 0.93 | ||
Forfeited (in dollars per share) | 4.25 | ||
Cancelled (in dollars per share) | 4.30 | ||
Outstanding, ending balance (in dollars per share) | 3.70 | $ 3.71 | |
Vested and exercisable at end of period (in dollars per share) | $ 3.33 | ||
Weighted-Average Remaining Contractual Term (in years) | |||
Outstanding | 5 years 10 months 13 days | 6 years 5 months 4 days | |
Vested and exercisable at end of period (in years) | 4 years 7 months 6 days | ||
Aggregate Intrinsic Value (in thousands) | |||
Outstanding, beginning of period | $ 6,101 | ||
Granted | |||
Exercised | 156 | ||
Forfeited | |||
Cancelled | |||
Outstanding, end of period | 2,682 | $ 6,101 | |
Vested and exercisable at end of period | $ 2,682 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | May 02, 2023 | May 02, 2022 | |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 4.12% | 1.98% | ||
Dividend yield | 0% | 0% | ||
Volatility | 45.09% | 47.14% | ||
Expected lives (in years) | 4 years 7 months 6 days | 6 years 1 month 6 days | ||
2021 ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 1.63% | |||
Dividend yield | 0% | |||
Volatility | 63% | |||
Expected lives (in years) | 6 months | |||
2021 ESPP | Subsequent Event | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 4.44% | |||
Dividend yield | 0% | |||
Volatility | 43.42% | |||
Expected lives (in years) | 6 months |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Share-based Payment Arrangement, Restricted Stock Unit, Activity (Details) - RSUs | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Number of Shares | |
Unvested at beginning of period (in shares) | shares | 4,788,964 |
Granted (in shares) | shares | 3,110,022 |
Vested (in shares) | shares | (381,592) |
Forfeited (in shares) | shares | (432,812) |
Unvested at end of period(in shares) | shares | 7,084,582 |
Weighted-Average Grant Date Fair Value per Share | |
Unvested at beginning of period (in dollars per share) | $ / shares | $ 4.86 |
Granted (in dollars per share) | $ / shares | 2.44 |
Vested (in dollars per share) | $ / shares | 5.40 |
Forfeited (in dollars per share) | $ / shares | 4.17 |
Unvested at end of period (in dollars per share) | $ / shares | $ 3.82 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Stock-based Compensation Expense, Restricted Stock Unit, Activity (Details) - RSUs - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Number of Shares | ||
Number of Shares (in shares) | 7,084,582 | 4,788,964 |
Grant Date Fair Value per Share | ||
Grant Date Fair Value per Share (in dollars per share) | $ 3.82 | $ 4.86 |
Tranche 1 | ||
Number of Shares | ||
Number of Shares (in shares) | 262,553 | |
Grant Date Fair Value per Share | ||
Grant Date Fair Value per Share (in dollars per share) | $ 4.77 | |
Tranche 2 | ||
Number of Shares | ||
Number of Shares (in shares) | 262,553 | |
Grant Date Fair Value per Share | ||
Grant Date Fair Value per Share (in dollars per share) | $ 5.16 | |
Tranche 3 | ||
Number of Shares | ||
Number of Shares (in shares) | 262,554 | |
Grant Date Fair Value per Share | ||
Grant Date Fair Value per Share (in dollars per share) | $ 5.41 |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of Share-based Payment Arrangement, Performance Stock Unit, Activity (Details) - PSUs | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Number of Shares | |
Unvested at beginning of period (in shares) | shares | 787,660 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Unvested at end of period(in shares) | shares | 787,660 |
Weighted-Average Grant Date Fair Value per Share | |
Unvested at beginning of period (in dollars per share) | $ / shares | $ 5.11 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Unvested at end of period (in dollars per share) | $ / shares | $ 5.11 |
Stock-Based Compensation - Sc_6
Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock-based compensation, net of amounts capitalized | $ 5,670 | $ 3,560 |
Capitalized stock-based compensation | 242 | 261 |
Total stock-based compensation | $ 5,912 | $ 3,821 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit (provision) | $ 221 | $ 1,762 |
Effective tax rate (as percent) | 0.60% | 8.80% |
Leases- Schedule of Lease Infor
Leases- Schedule of Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Operating lease costs | $ 4,521 | $ 3,616 |
Variable lease costs | 56 | 57 |
Short-term lease costs | 33 | 101 |
Sublease income | (13) | 0 |
Total lease costs | $ 4,596 | $ 3,774 |
Weighted-average remaining lease term (in years) | 7 years 6 months 7 days | 6 years 6 months 14 days |
Weighted-average discount rate | 5.32% | 3.10% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 2,014 | $ 2,971 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 6,827 | $ 11,493 |
Leases - Schedule of Minimum Le
Leases - Schedule of Minimum Lease Payments Under Noncancelable Operating Leases (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Leases [Abstract] | |
2023 | $ 12,104 |
2024 | 19,820 |
2025 | 19,353 |
2026 | 17,799 |
2027 and after | 67,379 |
Total undiscounted operating lease payments | 136,455 |
Less: imputed discount | (26,295) |
Total operating lease liabilities | $ 110,161 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net loss attributable to common stockholders, basic | $ (35,166) | $ (21,878) |
Net loss attributable to common stockholders, diluted | $ (35,166) | $ (21,878) |
Denominator: | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 150,082,295 | 147,530,203 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 150,082,295 | 147,530,203 |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.23) | $ (0.15) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.23) | $ (0.15) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 22,804,695 | 15,943,095 |
Outstanding stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 14,866,359 | 15,088,477 |
Common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 5,114 |
2021 ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 66,094 | 63,371 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 7,084,582 | 786,133 |
PSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 787,660 | 0 |
Benefit Plan (Details)
Benefit Plan (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Discretionary profit-sharing contributions | $ 0 | $ 0 |
Matching contributions | $ 400,000 | $ 400,000 |
Subsequent Events (Details)
Subsequent Events (Details) | May 10, 2023 individual | Apr. 17, 2023 USD ($) | Mar. 31, 2023 USD ($) |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of individuals terminated | individual | 21 | ||
Revolving Credit Facility | Second Amendment | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | $ 40,000,000 | ||
Accordion feature, increase limit | $ 35,000,000 | ||
Revolving Credit Facility | Second Amendment | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | $ 50,000,000 | ||
Accordion feature, increase limit | $ 50,000,000 | ||
Line of credit facility, interest rate margin | 0.50% | ||
Line of credit facility, percentage threshold of availability of aggregate revolving commitments | 25% | ||
Line of credit facility, total revolver commitment percentage | 20% | ||
Revolving Credit Facility | Second Amendment | Subsequent Event | Secured Overnight Financing Rate (SOFR) | |||
Subsequent Event [Line Items] | |||
Basis spread on variable rate | 0.10% | ||
Revolving Credit Facility | Second Amendment | Subsequent Event | Base, SOFR, or Commitment Fee | Minimum | |||
Subsequent Event [Line Items] | |||
Basis spread on variable rate | 1.75% | ||
Revolving Credit Facility | Second Amendment | Subsequent Event | Base, SOFR, or Commitment Fee | Maximum | |||
Subsequent Event [Line Items] | |||
Basis spread on variable rate | 2% |