Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 02, 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 | 001-40249 | |
Entity Registrant Name | ThredUp Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-4009181 | |
Entity Address, Address Line One | 969 Broadway | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Oakland | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94607 | |
City Area Code | 415 | |
Local Phone Number | 402-5202 | |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | |
Trading Symbol | TDUP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Entity Central Index Key | 0001484778 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 72,605,495 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 30,484,786 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 50,739 | $ 38,029 |
Marketable securities | 42,733 | 66,902 |
Accounts receivable, net | 4,232 | 4,669 |
Inventory | 20,933 | 17,519 |
Other current assets | 6,338 | 7,076 |
Total current assets | 124,975 | 134,195 |
Operating lease right-of-use assets | 45,180 | 46,153 |
Property and equipment, net | 95,806 | 92,482 |
Goodwill | 11,805 | 11,592 |
Intangible assets | 10,044 | 10,499 |
Other assets | 6,960 | 7,027 |
Total assets | 294,770 | 301,948 |
Current liabilities: | ||
Accounts payable | 12,747 | 7,800 |
Accrued and other current liabilities | 47,976 | 50,155 |
Seller payable | 17,868 | 16,166 |
Operating lease liabilities, current | 5,792 | 6,413 |
Current portion of long-term debt | 3,882 | 3,879 |
Total current liabilities | 88,265 | 84,413 |
Operating lease liabilities, non-current | 47,521 | 48,727 |
Long-term debt, net of current portion | 24,831 | 25,788 |
Other non-current liabilities | 3,066 | 3,019 |
Total liabilities | 163,683 | 161,947 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Class A and B common stock, $0.0001 par value; 1,120,000 shares authorized as of March 31, 2023 and December 31, 2022; 102,836 and 101,532 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 10 | 10 |
Additional paid-in capital | 561,577 | 551,852 |
Accumulated other comprehensive loss | (3,080) | (4,234) |
Accumulated deficit | (427,420) | (407,627) |
Total stockholders’ equity | 131,087 | 140,001 |
Total liabilities and stockholders’ equity | $ 294,770 | $ 301,948 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Stockholders’ equity: | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,120,000,000 | 1,120,000,000 |
Common stock, shares issued (in shares) | 102,836,000 | 101,532,000 |
Common stock, shares outstanding (in shares) | 102,836,000 | 101,532,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue: | ||
Total revenue | $ 75,922 | $ 72,695 |
Cost of revenue: | ||
Total cost of revenue | 24,829 | 22,467 |
Gross profit | 51,093 | 50,228 |
Operating expenses: | ||
Operations, product, and technology | 38,347 | 39,161 |
Marketing | 16,870 | 16,978 |
Sales, general, and administrative | 16,059 | 14,664 |
Total operating expenses | 71,276 | 70,803 |
Operating loss | (20,183) | (20,575) |
Interest expense | 77 | 423 |
Other income, net | (476) | (303) |
Loss before provision for income taxes | (19,784) | (20,695) |
Provision for income taxes | 9 | 13 |
Net loss | $ (19,793) | $ (20,708) |
Loss per share, basic (in dollars per share) | $ (0.19) | $ (0.21) |
Loss per share, diluted (in dollars per share) | $ (0.19) | $ (0.21) |
Weighted-average shares used in computing loss per share, basic (in shares) | 101,984 | 98,624 |
Weighted-average shares used in computing loss per share, diluted (in shares) | 101,984 | 98,624 |
Consignment | ||
Revenue: | ||
Total revenue | $ 46,479 | $ 47,435 |
Cost of revenue: | ||
Total cost of revenue | 9,220 | 10,049 |
Product | ||
Revenue: | ||
Total revenue | 29,443 | 25,260 |
Cost of revenue: | ||
Total cost of revenue | $ 15,609 | $ 12,418 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (19,793) | $ (20,708) |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustments | 544 | (708) |
Unrealized gain (loss) on available-for-sale securities | 610 | (1,002) |
Total other comprehensive income (loss) | 1,154 | (1,710) |
Total comprehensive loss | $ (18,639) | $ (22,418) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2021 | 98,435 | ||||
Beginning balance at Dec. 31, 2021 | $ 205,734 | $ 10 | $ 522,161 | $ (1,094) | $ (315,343) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock from exercise of stock options and restricted stock units (in shares) | 507 | ||||
Issuance of common stock from exercise of stock options and restricted stock units | 754 | 754 | |||
Stock-based compensation | 3,618 | 3,618 | |||
Net income | (20,708) | (20,708) | |||
Other comprehensive (loss) income | (1,710) | (1,710) | |||
Ending balance (in shares) at Mar. 31, 2022 | 98,942 | ||||
Ending balance at Mar. 31, 2022 | $ 187,688 | $ 10 | 526,533 | (2,804) | (336,051) |
Beginning balance (in shares) at Dec. 31, 2022 | 101,532 | 101,532 | |||
Beginning balance at Dec. 31, 2022 | $ 140,001 | $ 10 | 551,852 | (4,234) | (407,627) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock from exercise of stock options and restricted stock units (in shares) | 1,484 | ||||
Issuance of common stock from exercise of stock options and restricted stock units | 275 | 275 | |||
Stock-based compensation | 9,720 | 9,720 | |||
Shares withheld related to net share settlement (in shares) | (180) | ||||
Shares withheld related to net share settlement | (270) | (270) | |||
Net income | (19,793) | (19,793) | |||
Other comprehensive (loss) income | $ 1,154 | 1,154 | |||
Ending balance (in shares) at Mar. 31, 2023 | 102,836 | 102,836 | |||
Ending balance at Mar. 31, 2023 | $ 131,087 | $ 10 | $ 561,577 | $ (3,080) | $ (427,420) |
Condensed Consolidated Statem_4
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 | $ (19,793) | $ (20,708) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,681 | 3,271 |
Stock-based compensation expense | 9,391 | 3,523 |
Reduction in carrying amount of right-of-use assets | 1,207 | 1,398 |
Other | 41 | 481 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 1,010 | 1,143 |
Inventory | (3,157) | (2,313) |
Other current and non-current assets | 22 | (2,162) |
Accounts payable | 4,102 | 1,601 |
Accrued and other current liabilities | (1,851) | 4,912 |
Seller payable | 1,696 | 1,521 |
Operating lease liabilities | (2,062) | 539 |
Other non-current liabilities | 1,255 | 115 |
Net cash used in operating activities | (4,458) | (6,679) |
Cash flows from investing activities: | ||
Maturities of marketable securities | 24,579 | 4,726 |
Purchases of property and equipment | (5,679) | (12,638) |
Net cash provided by (used in) investing activities | 18,900 | (7,912) |
Cash flows from financing activities: | ||
Repayment of debt | (1,000) | (2,000) |
Proceeds from exercise of stock options and employee stock purchase plan | 446 | 965 |
Payment of withholding taxes on stock-based awards | (638) | (156) |
Net cash used in financing activities | (1,192) | (1,191) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (540) | (172) |
Net change in cash, cash equivalents, and restricted cash | 12,710 | (15,954) |
Cash, cash equivalents, and restricted cash, beginning of period | 44,051 | 91,840 |
Cash, cash equivalents, and restricted cash, end of period | $ 56,761 | $ 75,886 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of BusinessThredUp Inc. (“thredUP” or the “Company”) was formed as a corporation in the State of Delaware in January 2009. thredUP operates a large resale platform that enables consumers to buy and sell primarily secondhand apparel, shoes, and accessories. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation and Use of Estimates The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany account balances and transactions have been eliminated upon consolidation. The unaudited condensed consolidated financial statements were prepared in accordance with the United States (“U.S.”) Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Quarterly Report on Form 10‑Q and Article 10 of Regulation S-X. As permitted under those rules, certain footnotes or other financial information can be condensed or omitted. The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the consolidated financial statements and the related disclosures. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of property and equipment and intangibles, allowance for sales returns, breakage on loyalty points and rewards and gift cards, valuation of inventory, stock-based compensation, right-of-use assets, goodwill and acquired intangibles, and income taxes. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal and recurring adjustments necessary to present fairly the financial position of the Company as of March 31, 2023, and the results of operations and cash flows for the interim periods presented. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 10-K”). Reclassifications Certain reclassifications were made to the prior period condensed consolidated statement of cash flows to conform to the current period presentation. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This ASU changes the impairment model for most financial assets, requiring the use of an expected loss model which requires entities to estimate the lifetime expected credit loss on financial assets measured at amortized cost. Such credit losses will be recorded as an allowance to offset the amortized cost of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In addition, credit losses relating to available-for-sale debt securities will now be recorded through an allowance for credit losses rather than as a direct write-down to the security. This standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of this guidance during the first quarter of 2023 did not have a material impact on the Company’s condensed consolidated financial statements. Revenue from Loyalty Reward Redemption and Expiration As of March 31, 2023 and December 31, 2022, the Company had a liability of $3.3 million and $3.3 million, respectively, related to its customer loyalty program, which is included in accrued and other current liabilities within the Company’s condensed consolidated balance sheets. The Company recognized revenue from loyalty reward redemption of $2.1 million and $2.7 million for the three months ended March 31, 2023 and 2022, respectively. Gift Cards and Site Credits The Company sells thredUP gift cards on its e-commerce website. thredUP gift cards do not expire or lose value over periods of inactivity. The Company accounts for gift cards by recognizing a gift card liability at the time a gift card is delivered to the customer. As of March 31, 2023 and December 31, 2022, $10.8 million and $10.9 million of gift card liability, respectively, was included in accrued and other current liabilities within the Company’s condensed consolidated balance sheets. Revenue from gift cards is generally recognized when the gift cards are redeemed by the customer and amounted to $0.5 million and $0.3 million for the three months ended March 31, 2023 and 2022, respectively. The Company issues site credits for order refunds. Site credits can be applied toward future charges but may not be converted into cash. Site credits may also be converted to thredUP gift cards after one year at the discretion of the Company. These credits are recognized as revenue when used. As of March 31, 2023 and December 31, 2022, $6.3 million and $7.2 million, respectively, of such customer site credits were included in accrued and other current liabilities within the Company’s condensed consolidated balance sheets. Revenue recognized from the redemption of site credits was $9.4 million and $11.0 million for the three months ended March 31, 2023 and 2022, respectively. The Company recognizes breakage revenue when it determines that the redemption of gift cards and site credits is remote. Breakage was not material for the three months ended March 31, 2023 and 2022. Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Company’s condensed consolidated balance sheets that sum to the total of the same such amounts shown in the Company’s condensed consolidated statements of cash flows: March 31, December 31, (in thousands) Cash and cash equivalents $ 50,739 $ 38,029 Restricted cash included in Other current assets 475 383 Restricted cash included in Other assets 5,547 5,639 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 56,761 $ 44,051 Fair Value Measurements The Company applies the provisions of FASB ASC Topic 820, Fair Value Measurements and Disclosures , for its financial and non-financial assets and liabilities. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels as follows: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. • Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3 inputs are unobservable inputs for the asset or liability. The Company measures certain assets and liabilities at fair value as discussed throughout the notes to its condensed consolidated financial statements. As of March 31, 2023 and December 31, 2022, the carrying amounts of the Company’s accounts receivable, other current assets, other assets, accounts payable, seller payable and accrued and other current liabilities approximated their estimated fair values due to their relatively short maturities. Management believes the terms of its long-term variable-rate debt reflect current market conditions for an instrument with similar terms and maturity, and as such, the carrying value of the Company’s long-term debt approximated its fair value as of March 31, 2023 and December 31, 2022. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements | Financial Instruments and Fair Value Measurements The following tables provide information about the Company’s financial instruments that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques utilized to determine such values as of March 31, 2023 and December 31, 2022: March 31, 2023 Level 1 Level 2 Level 3 Total (in thousands) Assets: Cash equivalents: Money market funds $ 10,052 $ — $ — $ 10,052 Commercial paper — 21,062 — 21,062 U.S. government agency discount notes 2,992 — — 2,992 Total cash equivalents 13,044 21,062 — 34,106 Marketable securities: Corporate debt securities 13,505 — — 13,505 U.S. treasury securities 12,322 — — 12,322 U.S. government agency bonds 16,906 — — 16,906 Total marketable securities 42,733 — — 42,733 Total assets at fair value $ 55,777 $ 21,062 $ — $ 76,839 December 31, 2022 Level 1 Level 2 Level 3 Total (in thousands) Assets: Cash equivalents: Money market funds $ 1,110 $ — $ — $ 1,110 Commercial paper — 14,460 — 14,460 Total cash equivalents 1,110 14,460 — 15,570 Marketable securities: Corporate debt securities 25,488 — — 25,488 U.S. treasury securities 19,176 — — 19,176 U.S. government agency bonds 22,238 — — 22,238 Total marketable securities 66,902 — — 66,902 Total assets at fair value $ 68,012 $ 14,460 $ — $ 82,472 The following tables summarize the cost, gross unrealized gains, gross unrealized losses and fair value of the marketable securities as of March 31, 2023 and December 31, 2022: March 31, 2023 Cost or Amortized Cost Unrealized Fair Value Gains Losses (in thousands) Corporate debt securities $ 13,568 $ — $ (63) $ 13,505 U.S. treasury securities 12,501 — (179) 12,322 U.S. government agency bonds 17,138 — (232) 16,906 Total $ 43,207 $ — $ (474) $ 42,733 December 31, 2022 Cost or Amortized Cost Unrealized Fair Value Gains Losses (in thousands) Corporate debt securities $ 25,774 $ — $ (286) $ 25,488 U.S. treasury securities 19,531 — (355) 19,176 U.S. government agency bonds 22,679 — (441) 22,238 Total $ 67,984 $ — $ (1,082) $ 66,902 As of March 31, 2023 and December 31, 2022, the Company’s cash equivalents approximated their estimated fair value. As such, there are no unrealized gains or losses related to the Company’s cash equivalents. For the Company’s marketable securities, which were all classified as available-for-sale, the Company utilizes third-party pricing services to obtain fair value. Third-party pricing methodologies incorporate bond terms and conditions, current performance data, proprietary pricing models, real-time quotes from contributing dealers, trade prices and other market data. The Company determined that the declines in the fair value of its marketable securities were not driven by credit-related factors. During the three months ended March 31, 2023 and 2022, the Company did not recognize any losses on its marketable securities due to credit-related factors. The Company’s money market funds, corporate debt securities, U.S. treasury securities, U.S. government agency bonds, and U.S. government agency discount notes were valued using Level 1 inputs because they are valued using quoted prices in active markets. The Company’s commercial paper is valued using Level 2 inputs because it is valued using quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. There were no transfers between levels during the three months ended March 31, 2023. As of March 31, 2023, all of the $42.7 million carrying amount of marketable securities, all had a contractual maturity date of less than one year. |
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, net consisted of the following: March 31, December 31, (in thousands) Property and equipment $ 130,819 $ 124,412 Less: accumulated depreciation and amortization (35,013) (31,930) Property and equipment, net $ 95,806 $ 92,482 Depreciation and amortization expense of property and equipment was $3.0 million and $2.6 million for the three months ended March 31, 2023 and 2022, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible AssetsGoodwill is primarily attributable to the planned growth in the combined business after the acquisition of Remix Global EAD (“Remix”). Goodwill is reviewed for impairment at least annually, absent any interim indicators of impairment. Goodwill was $11.8 million and $11.6 million as of March 31, 2023 and December 31, 2022, respectively. The increase in goodwill during the three months ended March 31, 2023 was due to foreign currency translation adjustments. The gross carrying amounts and accumulated amortization of the Company’s intangible assets with determinable lives as of March 31, 2023 and December 31, 2022 were as follows: March 31, 2023 Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in years) (in thousands) Customer relationships 8 $ 4,902 $ (907) $ 3,995 Developed technology 3 4,619 (2,278) 2,341 Trademarks 9 4,436 (728) 3,708 Total $ 13,957 $ (3,913) $ 10,044 December 31, 2022 Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in years) (in thousands) Customer relationships 8 $ 4,814 $ (742) $ 4,072 Developed technology 3 4,536 (1,864) 2,672 Trademarks 9 4,351 (596) 3,755 Total $ 13,701 $ (3,202) $ 10,499 The changes in the gross carrying amounts were due to foreign currency translation adjustments. Amortization expense related to developed technology, customer relationships, and trademarks is recorded within operations, product, and technology; sales, general, and administrative; and marketing expense, respectively, within the Company’s condensed consolidated statements of operations. Amortization expense of intangible assets with determinable lives was $0.6 million and $0.7 million for the three months ended March 31, 2023 and 2022, respectively. |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Balance Sheet Components Inventories consisted of the following: March 31, December 31, (in thousands) Work in process $ 2,432 $ 2,639 Finished goods 18,501 14,880 Total $ 20,933 $ 17,519 Work in process inventory relates to items that are currently undergoing preparation for sale, including itemization, cleaning, and repair. Accrued and other current liabilities consisted of the following: March 31, December 31, (in thousands) Gift card and site credit liabilities $ 17,093 $ 18,101 Accrued vendor liabilities 8,936 9,116 Deferred revenue 6,398 7,582 Accrued compensation 4,459 4,993 Allowance for returns 4,779 4,907 Accrued taxes 4,195 4,326 Accrued other 2,116 1,130 Total $ 47,976 $ 50,155 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt In February 2019, the Company entered into a loan and security agreement (“Term Loan”) with Western Alliance Bank for an aggregate amount of up to $40.0 million. The Company incurred an immaterial amount of debt issuance costs in connection with the Term Loan. The debt issuance costs are recorded on the Company’s condensed consolidated balance sheets and are being amortized over the life of the Term Loan using the effective-interest method. The Term Loan was subsequently amended several times, with the most recent amendment taking place in July 2022. As amended, the Term Loan matures on July 14, 2027 and provides for an aggregate borrowing amount of up to $70.0 million, which bears interest at the prime rate published in the Wall Street Journal plus a margin of 1.25%, with a floor of 6.00%. The Company incurred an immaterial amount of debt issuance costs in connection with the amendment. For accounting purposes, pursuant to FASB ASC Topic 470, Debt , this transaction was accounted for as a modification of the Term Loan. The debt issuance costs were recognized in interest expense within the Company’s condensed consolidated statement of operations during the third quarter of 2022. The Term Loan requires the Company to comply with certain financial covenants, including, among other things, liquidity requirements, minimum cash deposits with Western Alliance bank, performance metrics, and a debt service coverage ratio. The Term Loan also contains affirmative and negative covenants customary for financings of this type, including, among other things, limitations or prohibitions on repurchasing common shares, declaring and paying dividends and other distributions, redeeming and repurchasing certain other indebtedness, loans and investments, additional indebtedness, liens, mergers, asset sales and transactions with affiliates. In addition, the Term Loan contains customary events of default. As of March 31, 2023 and December 31, 2022, the Company was in compliance with its debt covenants under the Term Loan. The Term Loan is payable in consecutive monthly installments. Interest is due monthly on amounts outstanding under the Term Loan. The Company is also permitted to make voluntary prepayments without penalty or premium at any time. As of March 31, 2023 and December 31, 2022, the effective interest rate for borrowings under the Term Loan was 10.22% and 9.70%, respectively. During the three months ended March 31, 2023, the Company did not make any borrowings under the Term Loan and repaid a total of $1.0 million on amounts outstanding under the Term Loan. During the three months ended March 31, 2022, the Company did not make any borrowings under the Term Loan and repaid a total of $2.0 million on amounts outstanding under the Term Loan. As of March 31, 2023 and December 31, 2022, the amount outstanding under the Term Loan was $29.3 million and $30.3 million, respectively. During the three months ended March 31, 2023 and 2022, the Company incurred $0.7 million and $0.6 million, respectively, of interest costs relating to the Term Loan, of which $0.6 million and $0.1 million, respectively, was capitalized as part of an asset. As of March 31, 2023, annual scheduled principal payments of the Term Loan were as follows: Amount (in thousands) 2023 $ 3,000 2024 4,000 2025 4,000 2026 4,000 2027 14,333 Total principal payments 29,333 Less: unamortized debt discount (620) Less: current portion of long-term debt (3,882) Non-current portion of long-term debt $ 24,831 |
Common Stock and Stockholders_
Common Stock and Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Common Stock and Stockholders’ Equity | Common Stock and Stockholders’ EquityEach share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten votes per share and is convertible at any time into one share of Class A common stock. The table below summarizes the Class A common stock and Class B common stock authorized, issued and outstanding as of March 31, 2023 and December 31, 2022: March 31, 2023 Authorized Issued and Outstanding (in thousands) Class A common stock 1,000,000 72,351 Class B common stock 120,000 30,485 Total 1,120,000 102,836 December 31, 2022 Authorized Issued and Outstanding (in thousands) Class A common stock 1,000,000 70,723 Class B common stock 120,000 30,809 Total 1,120,000 101,532 Accumulated Other Comprehensive Loss The following table summarizes changes in accumulated other comprehensive loss by component during the three months ended March 31, 2023 and 2022: Change in Accumulated Other Comprehensive Loss by Component Three Months Ended March 31, March 31, Foreign Currency Translation Adjustments Unrealized Gain (Loss) on Available-For-Sale Securities Total Foreign Currency Translation Adjustments Unrealized Loss on Available-For-Sale Securities Total (in thousands) Beginning balance $ (3,147) $ (1,087) $ (4,234) $ (729) $ (365) $ (1,094) Other comprehensive income (loss) before reclassifications 544 610 1,154 (708) (1,002) (1,710) Amounts reclassified from accumulated other comprehensive loss to income — — — — — — Total other comprehensive income (loss), net of reclassifications 544 610 1,154 (708) (1,002) (1,710) Ending balance $ (2,603) $ (477) $ (3,080) $ (1,437) $ (1,367) $ (2,804) |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company has stock-based compensation plans, which are more fully described in Note 11, Stock-Based Compensation Plans , to the Consolidated Financial Statements included in the 2022 10-K. During the three months ended March 31, 2023, the Company granted restricted stock units subject to service conditions. The following table provides information about stock-based compensation expense by financial statement line item: Three Months Ended March 31, March 31, Operations, product, and technology $ 3,671 $ 1,392 Marketing 1,205 333 Sales, general, and administrative 4,515 1,798 Total stock-based compensation expense $ 9,391 $ 3,523 During the three months ended March 31, 2023, the Company modified the vesting schedule of substantially all restricted stock unit awards outstanding as of December 31, 2022 from 4 years to 3 years and recognized compensation expense of $2.4 million related to the acceleration of the vesting schedule. As of March 31, 2023, the total unrecognized compensation cost related to all nonvested stock options was $3.1 million and the related weighted-average period over which it is expected to be recognized was approximately 1.27 years. As of March 31, 2023, the total unrecognized compensation cost related to all nonvested restricted stock units was $64.0 million and the related weighted-average period over which it is expected to be recognized was approximately 2.36 years. The following table summarizes the activities for all stock options under the Company’s share-based compensation plans for the three months ended March 31, 2023: Number of Options Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value(1) (in thousands) (in thousands) Outstanding as of December 31, 2022 17,872 $ 1.97 5.20 years $ 1,442 Granted — $ — Exercised (178) $ 1.48 Forfeited or expired (126) $ 3.61 Outstanding as of March 31, 2023 17,568 $ 1.96 4.98 years $ 11,622 Exercisable as of March 31, 2023 14,787 $ 1.91 4.55 years $ 10,351 (1) The intrinsic value is the amount by which the current market value of the underlying stock exceeds the exercise price of the stock awards. There were no options granted during the three months ended March 31, 2023 and 2022. The total intrinsic value of stock options exercised during the three months ended March 31, 2023 and 2022 was $0.1 million and $2.1 million, respectively. The following table summarizes the activities for all restricted stock units under the Company’s share-based compensation plans for the three months ended March 31, 2023: Number of Shares Weighted-Average Grant Date Fair Value Per Share (in thousands) Outstanding and nonvested as of December 31, 2022 7,855 $ 8.01 Granted 8,310 $ 1.78 Vested (1,383) $ 5.79 Forfeited (167) $ 5.70 Outstanding and nonvested as of March 31, 2023 14,615 $ 4.71 The total vesting date fair value of restricted stock units which vested during the three months ended March 31, 2023 and 2022 was $8.0 million and $2.7 million, respectively. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Contingencies The Company is subject to litigation claims and assessments from time to time in the ordinary course of business. The Company’s management does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. Indemnifications In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for limited and customary indemnification obligations. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe quarterly income tax provision reflects an estimate of the corresponding quarter’s state taxes in the United States. The provision for income tax expense for the three months ended March 31, 2023 and 2022 was determined based upon estimates of the Company’s annual effective tax rate for the years ending December 31, 2023 and 2022, respectively. Since the Company is in a full valuation allowance position due to losses incurred since inception, the provision for taxes consists solely of certain state income taxes. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share The following participating securities have been excluded from the computation of diluted loss per share for the periods presented because including them would have been anti-dilutive: March 31, March 31, (in thousands) Outstanding stock options 17,569 18,825 Restricted stock units 14,615 1,830 Delayed share issuance related to acquisition 130 130 Employee stock purchase plan 152 105 Total 32,466 20,890 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany account balances and transactions have been eliminated upon consolidation. The unaudited condensed consolidated financial statements were prepared in accordance with the United States (“U.S.”) Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Quarterly Report on Form 10‑Q and Article 10 of Regulation S-X. As permitted under those rules, certain footnotes or other financial information can be condensed or omitted. |
Use of Estimates | The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the consolidated financial statements and the related disclosures. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of property and equipment and intangibles, allowance for sales returns, breakage on loyalty points and rewards and gift cards, valuation of inventory, stock-based compensation, right-of-use assets, goodwill and acquired intangibles, and income taxes. |
Reclassifications | Certain reclassifications were made to the prior period condensed consolidated statement of cash flows to conform to the current period presentation. |
Gift Cards and Site Credits | The Company sells thredUP gift cards on its e-commerce website. thredUP gift cards do not expire or lose value over periods of inactivity. The Company accounts for gift cards by recognizing a gift card liability at the time a gift card is delivered to the customer.The Company issues site credits for order refunds. Site credits can be applied toward future charges but may not be converted into cash. Site credits may also be converted to thredUP gift cards after one year at the discretion of the Company. These credits are recognized as revenue when used. |
Recently Adopted Accounting Pronouncements | In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This ASU changes the impairment model for most financial assets, requiring the use of an expected loss model which requires entities to estimate the lifetime expected credit loss on financial assets measured at amortized cost. Such credit losses will be recorded as an allowance to offset the amortized cost of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In addition, credit losses relating to available-for-sale debt securities will now be recorded through an allowance for credit losses rather than as a direct write-down to the security. This standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of this guidance during the first quarter of 2023 did not have a material impact on the Company’s condensed consolidated financial statements. |
Fair Value Measurements | The Company applies the provisions of FASB ASC Topic 820, Fair Value Measurements and Disclosures , for its financial and non-financial assets and liabilities. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels as follows: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. • Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3 inputs are unobservable inputs for the asset or liability. The Company measures certain assets and liabilities at fair value as discussed throughout the notes to its condensed consolidated financial statements. As of March 31, 2023 and December 31, 2022, the carrying amounts of the Company’s accounts receivable, other current assets, other assets, accounts payable, seller payable and accrued and other current liabilities approximated their estimated fair values due to their relatively short maturities. Management believes the terms of its long-term variable-rate debt reflect current market conditions for an instrument with similar terms and maturity, and as such, the carrying value of the Company’s long-term debt approximated its fair value as of March 31, 2023 and December 31, 2022. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Company’s condensed consolidated balance sheets that sum to the total of the same such amounts shown in the Company’s condensed consolidated statements of cash flows: March 31, December 31, (in thousands) Cash and cash equivalents $ 50,739 $ 38,029 Restricted cash included in Other current assets 475 383 Restricted cash included in Other assets 5,547 5,639 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 56,761 $ 44,051 |
Restrictions on Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Company’s condensed consolidated balance sheets that sum to the total of the same such amounts shown in the Company’s condensed consolidated statements of cash flows: March 31, December 31, (in thousands) Cash and cash equivalents $ 50,739 $ 38,029 Restricted cash included in Other current assets 475 383 Restricted cash included in Other assets 5,547 5,639 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 56,761 $ 44,051 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value | The following tables provide information about the Company’s financial instruments that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques utilized to determine such values as of March 31, 2023 and December 31, 2022: March 31, 2023 Level 1 Level 2 Level 3 Total (in thousands) Assets: Cash equivalents: Money market funds $ 10,052 $ — $ — $ 10,052 Commercial paper — 21,062 — 21,062 U.S. government agency discount notes 2,992 — — 2,992 Total cash equivalents 13,044 21,062 — 34,106 Marketable securities: Corporate debt securities 13,505 — — 13,505 U.S. treasury securities 12,322 — — 12,322 U.S. government agency bonds 16,906 — — 16,906 Total marketable securities 42,733 — — 42,733 Total assets at fair value $ 55,777 $ 21,062 $ — $ 76,839 December 31, 2022 Level 1 Level 2 Level 3 Total (in thousands) Assets: Cash equivalents: Money market funds $ 1,110 $ — $ — $ 1,110 Commercial paper — 14,460 — 14,460 Total cash equivalents 1,110 14,460 — 15,570 Marketable securities: Corporate debt securities 25,488 — — 25,488 U.S. treasury securities 19,176 — — 19,176 U.S. government agency bonds 22,238 — — 22,238 Total marketable securities 66,902 — — 66,902 Total assets at fair value $ 68,012 $ 14,460 $ — $ 82,472 The following tables summarize the cost, gross unrealized gains, gross unrealized losses and fair value of the marketable securities as of March 31, 2023 and December 31, 2022: March 31, 2023 Cost or Amortized Cost Unrealized Fair Value Gains Losses (in thousands) Corporate debt securities $ 13,568 $ — $ (63) $ 13,505 U.S. treasury securities 12,501 — (179) 12,322 U.S. government agency bonds 17,138 — (232) 16,906 Total $ 43,207 $ — $ (474) $ 42,733 December 31, 2022 Cost or Amortized Cost Unrealized Fair Value Gains Losses (in thousands) Corporate debt securities $ 25,774 $ — $ (286) $ 25,488 U.S. treasury securities 19,531 — (355) 19,176 U.S. government agency bonds 22,679 — (441) 22,238 Total $ 67,984 $ — $ (1,082) $ 66,902 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: March 31, December 31, (in thousands) Property and equipment $ 130,819 $ 124,412 Less: accumulated depreciation and amortization (35,013) (31,930) Property and equipment, net $ 95,806 $ 92,482 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The gross carrying amounts and accumulated amortization of the Company’s intangible assets with determinable lives as of March 31, 2023 and December 31, 2022 were as follows: March 31, 2023 Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in years) (in thousands) Customer relationships 8 $ 4,902 $ (907) $ 3,995 Developed technology 3 4,619 (2,278) 2,341 Trademarks 9 4,436 (728) 3,708 Total $ 13,957 $ (3,913) $ 10,044 December 31, 2022 Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in years) (in thousands) Customer relationships 8 $ 4,814 $ (742) $ 4,072 Developed technology 3 4,536 (1,864) 2,672 Trademarks 9 4,351 (596) 3,755 Total $ 13,701 $ (3,202) $ 10,499 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Inventory | Inventories consisted of the following: March 31, December 31, (in thousands) Work in process $ 2,432 $ 2,639 Finished goods 18,501 14,880 Total $ 20,933 $ 17,519 |
Schedule of Other Current Liabilities | Accrued and other current liabilities consisted of the following: March 31, December 31, (in thousands) Gift card and site credit liabilities $ 17,093 $ 18,101 Accrued vendor liabilities 8,936 9,116 Deferred revenue 6,398 7,582 Accrued compensation 4,459 4,993 Allowance for returns 4,779 4,907 Accrued taxes 4,195 4,326 Accrued other 2,116 1,130 Total $ 47,976 $ 50,155 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-Term Debt | As of March 31, 2023, annual scheduled principal payments of the Term Loan were as follows: Amount (in thousands) 2023 $ 3,000 2024 4,000 2025 4,000 2026 4,000 2027 14,333 Total principal payments 29,333 Less: unamortized debt discount (620) Less: current portion of long-term debt (3,882) Non-current portion of long-term debt $ 24,831 |
Common Stock and Stockholders_2
Common Stock and Stockholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Common Stock Issued and Outstanding | The table below summarizes the Class A common stock and Class B common stock authorized, issued and outstanding as of March 31, 2023 and December 31, 2022: March 31, 2023 Authorized Issued and Outstanding (in thousands) Class A common stock 1,000,000 72,351 Class B common stock 120,000 30,485 Total 1,120,000 102,836 December 31, 2022 Authorized Issued and Outstanding (in thousands) Class A common stock 1,000,000 70,723 Class B common stock 120,000 30,809 Total 1,120,000 101,532 |
Schedule of Accumulated Other Comprehensive Loss | The following table summarizes changes in accumulated other comprehensive loss by component during the three months ended March 31, 2023 and 2022: Change in Accumulated Other Comprehensive Loss by Component Three Months Ended March 31, March 31, Foreign Currency Translation Adjustments Unrealized Gain (Loss) on Available-For-Sale Securities Total Foreign Currency Translation Adjustments Unrealized Loss on Available-For-Sale Securities Total (in thousands) Beginning balance $ (3,147) $ (1,087) $ (4,234) $ (729) $ (365) $ (1,094) Other comprehensive income (loss) before reclassifications 544 610 1,154 (708) (1,002) (1,710) Amounts reclassified from accumulated other comprehensive loss to income — — — — — — Total other comprehensive income (loss), net of reclassifications 544 610 1,154 (708) (1,002) (1,710) Ending balance $ (2,603) $ (477) $ (3,080) $ (1,437) $ (1,367) $ (2,804) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Expense | The following table provides information about stock-based compensation expense by financial statement line item: Three Months Ended March 31, March 31, Operations, product, and technology $ 3,671 $ 1,392 Marketing 1,205 333 Sales, general, and administrative 4,515 1,798 Total stock-based compensation expense $ 9,391 $ 3,523 |
Schedule of Stock Option Activity | The following table summarizes the activities for all stock options under the Company’s share-based compensation plans for the three months ended March 31, 2023: Number of Options Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value(1) (in thousands) (in thousands) Outstanding as of December 31, 2022 17,872 $ 1.97 5.20 years $ 1,442 Granted — $ — Exercised (178) $ 1.48 Forfeited or expired (126) $ 3.61 Outstanding as of March 31, 2023 17,568 $ 1.96 4.98 years $ 11,622 Exercisable as of March 31, 2023 14,787 $ 1.91 4.55 years $ 10,351 (1) The intrinsic value is the amount by which the current market value of the underlying stock exceeds the exercise price of the stock awards. |
Schedule of Restricted Stock Unit Activity | The following table summarizes the activities for all restricted stock units under the Company’s share-based compensation plans for the three months ended March 31, 2023: Number of Shares Weighted-Average Grant Date Fair Value Per Share (in thousands) Outstanding and nonvested as of December 31, 2022 7,855 $ 8.01 Granted 8,310 $ 1.78 Vested (1,383) $ 5.79 Forfeited (167) $ 5.70 Outstanding and nonvested as of March 31, 2023 14,615 $ 4.71 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Loss Per Share | The following participating securities have been excluded from the computation of diluted loss per share for the periods presented because including them would have been anti-dilutive: March 31, March 31, (in thousands) Outstanding stock options 17,569 18,825 Restricted stock units 14,615 1,830 Delayed share issuance related to acquisition 130 130 Employee stock purchase plan 152 105 Total 32,466 20,890 |
Significant Accounting Polici_4
Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Revenue from External Customer [Line Items] | |||
Customer liability | $ 17,093 | $ 18,101 | |
Conversion period | 1 year | ||
Loyalty Program | |||
Revenue from External Customer [Line Items] | |||
Revenue recognized | $ 2,100 | $ 2,700 | |
Loyalty Program | Transferred over Time | |||
Revenue from External Customer [Line Items] | |||
Customer liability | 3,300 | 3,300 | |
Gift Card | |||
Revenue from External Customer [Line Items] | |||
Customer liability | 10,800 | 10,900 | |
Revenue recognized | 500 | 300 | |
Site Credit | |||
Revenue from External Customer [Line Items] | |||
Customer liability | 6,300 | $ 7,200 | |
Revenue recognized | 0 | 0 | |
Revenue recognized from the redemption | $ 9,400 | $ 11,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 50,739 | $ 38,029 | ||
Restricted cash included in Other current assets | 475 | 383 | ||
Restricted cash included in Other assets | 5,547 | 5,639 | ||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 56,761 | $ 44,051 | $ 75,886 | $ 91,840 |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements – Schedule of Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Marketable securities: | ||
Total marketable securities | $ 42,733 | $ 66,902 |
Fair Value, Recurring | ||
Cash equivalents: | ||
Total cash equivalents | 34,106 | 15,570 |
Marketable securities: | ||
Total marketable securities | 42,733 | 66,902 |
Total assets at fair value | 76,839 | 82,472 |
Fair Value, Recurring | Corporate debt securities | ||
Marketable securities: | ||
Total marketable securities | 13,505 | 25,488 |
Fair Value, Recurring | U.S. treasury securities | ||
Marketable securities: | ||
Total marketable securities | 12,322 | 19,176 |
Fair Value, Recurring | U.S. government agency bonds | ||
Marketable securities: | ||
Total marketable securities | 16,906 | 22,238 |
Fair Value, Recurring | Money market funds | ||
Cash equivalents: | ||
Total cash equivalents | 10,052 | 1,110 |
Fair Value, Recurring | Commercial paper | ||
Cash equivalents: | ||
Total cash equivalents | 21,062 | 14,460 |
Fair Value, Recurring | U.S. government agency discount notes | ||
Cash equivalents: | ||
Total cash equivalents | 2,992 | |
Level 1 | Fair Value, Recurring | ||
Cash equivalents: | ||
Total cash equivalents | 13,044 | 1,110 |
Marketable securities: | ||
Total marketable securities | 42,733 | 66,902 |
Total assets at fair value | 55,777 | 68,012 |
Level 1 | Fair Value, Recurring | Corporate debt securities | ||
Marketable securities: | ||
Total marketable securities | 13,505 | 25,488 |
Level 1 | Fair Value, Recurring | U.S. treasury securities | ||
Marketable securities: | ||
Total marketable securities | 12,322 | 19,176 |
Level 1 | Fair Value, Recurring | U.S. government agency bonds | ||
Marketable securities: | ||
Total marketable securities | 16,906 | 22,238 |
Level 1 | Fair Value, Recurring | Money market funds | ||
Cash equivalents: | ||
Total cash equivalents | 10,052 | 1,110 |
Level 1 | Fair Value, Recurring | Commercial paper | ||
Cash equivalents: | ||
Total cash equivalents | 0 | 0 |
Level 1 | Fair Value, Recurring | U.S. government agency discount notes | ||
Cash equivalents: | ||
Total cash equivalents | 2,992 | |
Level 2 | Fair Value, Recurring | ||
Cash equivalents: | ||
Total cash equivalents | 21,062 | 14,460 |
Marketable securities: | ||
Total marketable securities | 0 | 0 |
Total assets at fair value | 21,062 | 14,460 |
Level 2 | Fair Value, Recurring | Corporate debt securities | ||
Marketable securities: | ||
Total marketable securities | 0 | 0 |
Level 2 | Fair Value, Recurring | U.S. treasury securities | ||
Marketable securities: | ||
Total marketable securities | 0 | 0 |
Level 2 | Fair Value, Recurring | U.S. government agency bonds | ||
Marketable securities: | ||
Total marketable securities | 0 | 0 |
Level 2 | Fair Value, Recurring | Money market funds | ||
Cash equivalents: | ||
Total cash equivalents | 0 | 0 |
Level 2 | Fair Value, Recurring | Commercial paper | ||
Cash equivalents: | ||
Total cash equivalents | 21,062 | 14,460 |
Level 2 | Fair Value, Recurring | U.S. government agency discount notes | ||
Cash equivalents: | ||
Total cash equivalents | 0 | |
Level 3 | Fair Value, Recurring | ||
Cash equivalents: | ||
Total cash equivalents | 0 | 0 |
Marketable securities: | ||
Total marketable securities | 0 | 0 |
Total assets at fair value | 0 | 0 |
Level 3 | Fair Value, Recurring | Corporate debt securities | ||
Marketable securities: | ||
Total marketable securities | 0 | 0 |
Level 3 | Fair Value, Recurring | U.S. treasury securities | ||
Marketable securities: | ||
Total marketable securities | 0 | 0 |
Level 3 | Fair Value, Recurring | U.S. government agency bonds | ||
Marketable securities: | ||
Total marketable securities | 0 | 0 |
Level 3 | Fair Value, Recurring | Money market funds | ||
Cash equivalents: | ||
Total cash equivalents | 0 | 0 |
Level 3 | Fair Value, Recurring | Commercial paper | ||
Cash equivalents: | ||
Total cash equivalents | 0 | $ 0 |
Level 3 | Fair Value, Recurring | U.S. government agency discount notes | ||
Cash equivalents: | ||
Total cash equivalents | $ 0 |
Financial Instruments and Fai_4
Financial Instruments and Fair Value Measurements - Amortized Cost, Unrealized Gain (Loss), and Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Marketable securities: | ||
Cost or Amortized Cost | $ 43,207 | $ 67,984 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (474) | (1,082) |
Fair Value | 42,733 | 66,902 |
Corporate debt securities | ||
Marketable securities: | ||
Cost or Amortized Cost | 13,568 | 25,774 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (63) | (286) |
Fair Value | 13,505 | 25,488 |
U.S. treasury securities | ||
Marketable securities: | ||
Cost or Amortized Cost | 12,501 | 19,531 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (179) | (355) |
Fair Value | 12,322 | 19,176 |
U.S. government agency bonds | ||
Marketable securities: | ||
Cost or Amortized Cost | 17,138 | 22,679 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (232) | (441) |
Fair Value | $ 16,906 | $ 22,238 |
Financial Instruments and Fai_5
Financial Instruments and Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 42,733 | $ 66,902 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 42,733 | $ 66,902 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Property and equipment | $ 130,819 | $ 124,412 |
Less: accumulated depreciation and amortization | (35,013) | (31,930) |
Property and equipment, net | $ 95,806 | $ 92,482 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 3 | $ 2.6 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 11,805 | $ 11,592 | |
Amortization expense | $ 600 | $ 700 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 13,957 | $ 13,701 |
Accumulated Amortization | (3,913) | (3,202) |
Net Carrying Amount | $ 10,044 | $ 10,499 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 8 years | 8 years |
Gross Carrying Amount | $ 4,902 | $ 4,814 |
Accumulated Amortization | (907) | (742) |
Net Carrying Amount | $ 3,995 | $ 4,072 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 3 years | 3 years |
Gross Carrying Amount | $ 4,619 | $ 4,536 |
Accumulated Amortization | (2,278) | (1,864) |
Net Carrying Amount | $ 2,341 | $ 2,672 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 9 years | 9 years |
Gross Carrying Amount | $ 4,436 | $ 4,351 |
Accumulated Amortization | (728) | (596) |
Net Carrying Amount | $ 3,708 | $ 3,755 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Work in process | $ 2,432 | $ 2,639 |
Finished goods | 18,501 | 14,880 |
Inventory | $ 20,933 | $ 17,519 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Gift card and site credit liabilities | $ 17,093 | $ 18,101 |
Accrued vendor liabilities | 8,936 | 9,116 |
Deferred revenue | 6,398 | 7,582 |
Accrued compensation | 4,459 | 4,993 |
Allowance for returns | 4,779 | 4,907 |
Accrued taxes | 4,195 | 4,326 |
Accrued other | 2,116 | 1,130 |
Total | $ 47,976 | $ 50,155 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||||
Jul. 14, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Jul. 31, 2022 | Feb. 28, 2019 | Feb. 01, 2019 | |
Debt Instrument [Line Items] | |||||||
Repayment of debt | $ 1,000 | $ 2,000 | |||||
Medium-term Notes | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 70,000 | ||||||
Debt issuance costs | $ 0 | ||||||
Term Loan | Medium-term Notes | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 40,000 | ||||||
Debt issuance costs | $ 0 | ||||||
Debt instrument, floor percentage | 6% | ||||||
Effective interest rate | 10.22% | 9.70% | |||||
Repayment of debt | $ 1,000 | 2,000 | |||||
Principal outstanding | 29,300 | $ 30,300 | |||||
Interest costs incurred relating to the Term Loan | 700 | 600 | |||||
Interest costs capitalized as part of an asset | $ 600 | $ 100 | |||||
Term Loan | Medium-term Notes | Prime Rate | |||||||
Debt Instrument [Line Items] | |||||||
Variable interest rate | 1.25% |
Long-Term Debt - Schedule of Ma
Long-Term Debt - Schedule of Maturities of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2023 | $ 3,000 | |
2024 | 4,000 | |
2025 | 4,000 | |
2026 | 4,000 | |
2027 | 14,333 | |
Total principal payments | 29,333 | |
Less: unamortized debt discount | (620) | |
Less: current portion of long-term debt | (3,882) | $ (3,879) |
Long-term debt, net of current portion | $ 24,831 | $ 25,788 |
Common Stock and Stockholders_3
Common Stock and Stockholders’ Equity - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 vote shares | |
Class of Stock [Line Items] | |
Conversion of stock (in shares) | shares | 1 |
Class A common stock | |
Class of Stock [Line Items] | |
Number of votes for each share | 1 |
Class B common stock | |
Class of Stock [Line Items] | |
Number of votes for each share | 10 |
Common Stock and Stockholders_4
Common Stock and Stockholders’ Equity - Schedule of Common Stock Issued and Outstanding (Details) - shares | Mar. 31, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Authorized (in shares) | 1,120,000,000 | 1,120,000,000 |
Issued (in shares) | 102,836,000 | 101,532,000 |
Outstanding (in shares) | 102,836,000 | 101,532,000 |
Class A common stock | ||
Class of Stock [Line Items] | ||
Authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Issued (in shares) | 72,351,000 | 70,723,000 |
Outstanding (in shares) | 72,351,000 | 70,723,000 |
Class B common stock | ||
Class of Stock [Line Items] | ||
Authorized (in shares) | 120,000,000 | 120,000,000 |
Issued (in shares) | 30,485,000 | 30,809,000 |
Outstanding (in shares) | 30,485,000 | 30,809,000 |
Common Stock and Stockholders_5
Common Stock and Stockholders’ Equity - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 140,001 | $ 205,734 |
Other comprehensive income (loss) before reclassifications | 1,154 | (1,710) |
Amounts reclassified from accumulated other comprehensive loss to income | 0 | 0 |
Total other comprehensive income (loss) | 1,154 | (1,710) |
Ending balance | 131,087 | 187,688 |
Accumulated Other Comprehensive Loss | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (4,234) | (1,094) |
Total other comprehensive income (loss) | 1,154 | (1,710) |
Ending balance | (3,080) | (2,804) |
Foreign Currency Translation Adjustments | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (3,147) | (729) |
Other comprehensive income (loss) before reclassifications | 544 | (708) |
Amounts reclassified from accumulated other comprehensive loss to income | 0 | 0 |
Total other comprehensive income (loss) | 544 | (708) |
Ending balance | (2,603) | (1,437) |
Unrealized Gain (Loss) on Available-For-Sale Securities | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (1,087) | (365) |
Other comprehensive income (loss) before reclassifications | 610 | (1,002) |
Amounts reclassified from accumulated other comprehensive loss to income | 0 | 0 |
Total other comprehensive income (loss) | 610 | (1,002) |
Ending balance | $ (477) | $ (1,367) |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 9,391 | $ 3,523 |
Operations, product, and technology | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 3,671 | 1,392 |
Marketing | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 1,205 | 333 |
Sales, general, and administrative | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 4,515 | $ 1,798 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation vesting expense | $ 9,391 | $ 3,523 |
Stock options | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ 3,100 | |
Weighted average period unrecognized stock-based compensation expense | 1 year 3 months 7 days | |
Options granted (in dollars per share) | $ 0 | |
Total intrinsic value of stock options exercised | $ 100 | 2,100 |
Restricted stock units | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation vesting expense | 2,400 | |
Unrecognized compensation expense | $ 64,000 | |
Weighted average period unrecognized stock-based compensation expense | 2 years 4 months 9 days | |
Stock-based compensation vesting expense | $ 8,000 | $ 2,700 |
Restricted stock units | Maximum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Award vesting period (in years) | 3 years | |
Restricted stock units | Minimum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Award vesting period (in years) | 4 years |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Number of Options Outstanding | ||
Options outstanding, beginning balance (in shares) | 17,872,000 | |
Options granted (in shares) | 0 | |
Options exercised (in shares) | (178,000) | |
Options forfeited and expired (in shares) | (126,000) | |
Options outstanding, ending balance (in shares) | 17,568,000 | 17,872,000 |
Options exercisable (in shares) | 14,787,000 | |
Weighted-Average Exercise Price Per Share | ||
Beginning balance (in dollars per share) | $ 1.97 | |
Options granted (in dollars per share) | 0 | |
Options exercised (in dollars per share) | 1.48 | |
Options forfeited or expired (in dollars per share) | 3.61 | |
Ending balance (in dollars per share) | 1.96 | $ 1.97 |
Options exercisable (in dollars per share) | $ 1.91 | |
Weighted-Average Remaining Contractual Life | ||
Options outstanding | 4 years 11 months 23 days | 5 years 2 months 12 days |
Options exercisable | 4 years 6 months 18 days | |
Aggregate Intrinsic Value | ||
Options outstanding | $ 11,622 | $ 1,442 |
Options exercisable | $ 10,351 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of RSU Activity (Details) - Restricted stock units shares in Thousands | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Number of Shares | |
Outstanding at beginning of period (in shares) | shares | 7,855 |
Granted (in shares) | shares | 8,310 |
Vested (in shares) | shares | (1,383) |
Forfeited (in shares) | shares | (167) |
Outstanding at end of period (in shares) | shares | 14,615 |
Weighted-Average Grant Date Fair Value Per Share | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 8.01 |
Granted (in dollars per share) | $ / shares | 1.78 |
Vested (in dollars per share) | $ / shares | 5.79 |
Forfeited (in dollars per share) | $ / shares | 5.70 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 4.71 |
Loss Per Share (Details)
Loss Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 32,466 | 20,890 |
Outstanding stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 17,569 | 18,825 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 14,615 | 1,830 |
Delayed share issuance related to acquisition | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 130 | 130 |
Employee stock purchase plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 152 | 105 |