COVER
COVER - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 30, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
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, $0.0001 par value per share | |
Trading Symbol | BIRD | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001653909 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 93,623,841 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 54,826,251 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 239,715 | $ 288,576 |
Accounts receivable | 4,192 | 10,978 |
Inventory | 118,470 | 106,876 |
Prepaid expenses and other current assets | 39,977 | 37,938 |
Total current assets | 402,354 | 444,368 |
Property and equipment—net | 42,936 | 37,955 |
Other assets | 6,092 | 6,106 |
Total assets | 451,382 | 488,429 |
Current liabilities: | ||
Accounts payable | 17,061 | 30,726 |
Accrued expenses and other current liabilities | 37,949 | 46,243 |
Deferred revenue | 3,587 | 4,187 |
Total current liabilities | 58,597 | 81,156 |
Noncurrent liabilities: | ||
Other long-term liabilities | 12,465 | 10,269 |
Total noncurrent liabilities | 12,465 | 10,269 |
Total liabilities | 71,062 | 91,425 |
Commitments and contingencies (Note 15) | ||
Stockholders’ equity: | ||
Preferred Stock, $0.0001 par value; 20,000,000 shares authorized as of March 31, 2022 and December 31, 2021; zero shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 0 | 0 |
Additional paid-in capital | 539,578 | 533,709 |
Accumulated other comprehensive (loss) income | (8) | 666 |
Accumulated deficit | (159,265) | (137,386) |
Total stockholders’ equity | 380,320 | 397,004 |
Total liabilities and stockholders’ equity | 451,382 | 488,429 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock | 9 | 5 |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock | $ 6 | $ 10 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
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) | 92,264,946 | 49,016,511 |
Common stock, outstanding (in shares) | 92,264,946 | 49,016,511 |
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) | 56,155,776 | 98,036,009 |
Common stock, outstanding (in shares) | 56,155,776 | 98,036,009 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Net revenue | $ 62,763 | $ 49,637 |
Cost of revenue | 30,160 | 23,811 |
Gross profit | 32,603 | 25,826 |
Operating expense: | ||
Selling, general, and administrative expense | 38,755 | 23,536 |
Marketing expense | 13,827 | 12,718 |
Total operating expense | 52,582 | 36,254 |
Loss from operations | (19,979) | (10,428) |
Interest expense | (37) | (51) |
Other expense | (100) | (2,691) |
Loss before provision for income taxes | (20,116) | (13,170) |
Income tax provision | (1,762) | (352) |
Net loss | (21,878) | (13,522) |
Other comprehensive loss: | ||
Foreign currency translation loss | (674) | (1,931) |
Total comprehensive loss | $ (22,552) | $ (15,453) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.15) | $ (0.25) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.15) | $ (0.25) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 147,530,203 | 53,895,736 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 147,530,203 | 53,895,736 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common StockClass A Common Stock | Common StockClass B Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit |
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2020 | 0 | 53,683,269 | ||||
Stockholders' equity, beginning balance at Dec. 31, 2020 | $ (25,507) | $ 0 | $ 5 | $ 64,548 | $ 1,956 | $ (92,016) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options (in shares) | 493,752 | |||||
Exercise of stock options | 587 | 587 | ||||
Stock-based compensation | 1,684 | 1,684 | ||||
Comprehensive income (loss) | (1,931) | (1,931) | ||||
Net loss | (13,522) | (13,522) | ||||
Stockholders' equity, ending balance (in shares) at Mar. 31, 2021 | 0 | 54,177,021 | ||||
Stockholders' equity, ending balance at Mar. 31, 2021 | $ (38,689) | $ 0 | $ 5 | 66,820 | 25 | (105,538) |
Temporary equity, beginning balance (in shares) at Dec. 31, 2020 | 70,990,919 | |||||
Temporary equity, beginning balance at Dec. 31, 2020 | $ 204,049 | |||||
Temporary equity, ending balance (in shares) at Mar. 31, 2021 | 70,990,919 | |||||
Temporary equity, ending balance at Mar. 31, 2021 | $ 204,049 | |||||
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2021 | 49,016,511 | 98,038,941 | ||||
Stockholders' equity, 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 | 1,346,038 | ||||
Exercise of stock options | $ 1,454 | 1,454 | ||||
Exercise of common stock warrants (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 | $ 4 | $ (4) | ||||
Stock-based compensation | 3,821 | 3,821 | ||||
Comprehensive income (loss) | (674) | (674) | ||||
Net loss | (21,878) | (21,878) | ||||
Stockholders' equity, ending balance (in shares) at Mar. 31, 2022 | 92,267,681 | 56,155,776 | ||||
Stockholders' equity, ending balance at Mar. 31, 2022 | $ 380,320 | $ 9 | $ 6 | $ 539,578 | $ (8) | $ (159,265) |
Temporary equity, beginning balance (in shares) at Dec. 31, 2021 | 0 | |||||
Temporary equity, beginning balance at Dec. 31, 2021 | $ 0 | |||||
Temporary equity, ending balance (in shares) at Mar. 31, 2022 | 0 | |||||
Temporary equity, ending balance at Mar. 31, 2022 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (21,878) | $ (13,522) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,448 | 1,767 |
Amortization of debt issuance costs | 12 | 12 |
Stock-based compensation | 4,415 | 1,684 |
Change in fair value of preferred stock warrant liability | 0 | 2,430 |
Changes in assets and liabilities: | ||
Accounts receivable | 6,740 | (23) |
Inventory | (12,138) | (9,889) |
Prepaid expenses and other current assets | (1,974) | 1,122 |
Accounts payable and accrued expenses | (20,736) | (8,045) |
Other long-term liabilities | 2,232 | 200 |
Deferred revenue | (592) | 278 |
Net cash used in operating activities | (40,471) | (23,986) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (8,355) | (3,727) |
Changes in security deposits | 5 | (287) |
Net cash used in investing activities | (8,350) | (4,014) |
Cash flows from financing activities: | ||
Proceeds from the exercise of stock options | 1,454 | 587 |
Payments of deferred offering costs | (744) | 0 |
Net cash provided by financing activities | 710 | 587 |
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash | (120) | (476) |
Net decrease in cash, cash equivalents, and restricted cash | (48,231) | (27,889) |
Cash, cash equivalents, and restricted cash—beginning of period | 288,576 | 127,251 |
Cash, cash equivalents, and restricted cash—end of period | 240,345 | 99,362 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 20 | 39 |
Cash paid for taxes | 14 | 29 |
Noncash investing and financing activities: | ||
Purchase of property and equipment included in accounts payable | 463 | 1,008 |
Non-cash exercise of common stock warrants | 28 | 0 |
Stock-based compensation included in capitalized internal-use software | 261 | 0 |
Reconciliation of cash, cash equivalents, and restricted cash: | ||
Cash and cash equivalents | 239,715 | 99,362 |
Restricted cash | 630 | 0 |
Total cash, cash equivalents, and restricted cash | $ 240,345 | $ 99,362 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS Allbirds, 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. 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. Amended and Restated Certificate of Incorporation In September 2021, we filed our Eighth Amended and Restated Certificate of Incorporation, which established a dual class common stock structure and authorized a total of 2,000,000,000 shares of Class A common stock, 200,000,000 shares of Class B common stock, and 75,812,755 shares of convertible preferred stock. Upon the filing of the Eighth Amended and Restated Certificate of Incorporation, 127,735,199 shares of our then-outstanding common stock were reclassified into an equivalent number of shares of Class B common stock, which includes our convertible preferred stock on an as-converted basis and warrants being exercised or exchanged in connection with our initial public offering (“IPO”), described below, on an as-exercised or as-exchanged basis, as applicable. Initial Public Offering On November 2, 2021, we priced our IPO and our Class A common stock began trading on The Nasdaq Global Select Market on November 3, 2021 under the symbol “BIRD.” In connection with the closing of the IPO on November 5, 2021, 23,221,152 shares of our Class A common stock were issued and sold at a public offering price of $15.00 per share, which consisted of 16,850,799 shares we offered and 6,370,353 shares offered by certain existing stockholders. We received aggregate proceeds of $237.0 million from the IPO, net of the underwriting discounts and commissions of $15.8 million and before offering costs of approximately $5.4 million. We did not receive any proceeds from the sale of shares of our Class A common stock by the selling stockholders. In November 2021, immediately prior to the closing of the IPO, all 70,990,919 shares of our convertible preferred stock then outstanding were converted into an equivalent number of shares of Class B common stock and we reclassified $204.0 million of convertible preferred stock to additional paid-in capital. 1,104,560 shares of Class B common stock were automatically issued pursuant to the terms of outstanding convertible preferred stock warrants, and 714,965 shares of Class B common stock were issued upon the exercise by the holder of an outstanding Class B common stock warrant. In connection with the closing of the IPO, we also filed our Ninth Amended and Restated Certificate of Incorporation, which authorized a total 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. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
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, 2021, filed with the SEC on March 16, 2022 (the “Form 10-K”). In the opinion of management, 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, 2021 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 —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 management 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. Impacts of the Coronavirus (“COVID-19”) Pandemic In December 2019, a novel strain of coronavirus (“COVID-19”) was reported, and during 2020 and 2021 expanded into a worldwide pandemic, leading to significant business and supply chain disruptions. The outbreak was declared a global pandemic by the World Health Organization in March 2020 and has caused governments and public health officials to impose restrictions and to recommend precautions to mitigate the spread of the virus. During the three months ended March 31, 2022, aspects of our business continued to be affected by COVID-19. A majority of our retail stores around the world remained open, while certain locations in China were temporarily closed based on local government and public health authority guidance in that market. No retail stores have permanently closed to date. Our distribution centers and retail stores continue to operate with restrictive and precautionary measures in place, subject to national, state, and local rules and regulations. At times, our suppliers and logistical service providers have experienced disruptions that have affected our operations worldwide. Similar impacts or other disruptions could occur in the future. Given the uncertainty regarding the length, severity, and ability to combat the COVID-19 pandemic, we cannot reasonably estimate the future impact on our results of operations, cash flows, or financial condition. These estimates may change as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. We have been and will continue to actively monitor the impact of COVID-19 on the Company. 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 are the 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. Accounts Receivable —Accounts receivable 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 During the fourth quarter of 2021, we made an accounting policy change to present customer accounts receivable, that are not credit card receivables, within the accounts receivable line on the condensed consolidated balance sheet to align with management’s reporting. These types of receivables were historically immaterial and are included in prepaid and other current assets within the condensed consolidated financial statements and accompanying footnotes for periods presented prior to the fourth quarter of 2021. Revenue Recognition —For the three months ended March 31, 2022 and 2021, we recognized $1.0 million and $0.7 million of revenue that was deferred as of December 31, 2021 and 2020, respectively. As of March 31, 2022 and December 31, 2021, we had $0.5 million and $0.7 million, respectively, in cash collections of purchases via our digital channel which had not yet shipped, and $3.1 million and $3.5 million, respectively, in gift card liabilities included in deferred revenue in the condensed consolidated balance sheets. The deferred revenue balance of $3.6 million at March 31, 2022 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 against revenue, as a component of net revenue, with an offsetting increase to accrued expenses. We recorded a sales refund reserve of $3.9 million and $5.5 million as of March 31, 2022 and December 31, 2021, respectively. We have also recorded a related inventory returns receivable, with an offsetting decrease to cost of revenue, for product returns of $1.0 million and $1.4 million as of March 31, 2022 and December 31, 2021, respectively. The inventory returns receivable is included in prepaid expenses and other current assets as of March 31, 2022 and December 31, 2021 in the condensed consolidated balance sheets. 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 channel, and based on the physical store location where the sale was at a retail store. 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, 2022 and 2021: Three Months Ended March 31, (in thousands) 2022 2021 Net revenue by primary geographical market: United States $ 48,944 $ 36,258 International 13,819 13,379 $ 62,763 $ 49,637 Comprehensive Loss —Comprehensive loss represents net loss for the period plus the results of certain other changes in stockholder’s equity (deficit). For the three months ended March 31, 2022 and 2021, we recorded other comprehensive loss of $0.7 million and $1.9 million, respectively, as a result of foreign currency translation adjustments, particularly changes in the euro, Chinese yuan, British pound, Japanese yen, Korean won, Canadian dollar, and New Zealand dollar. Restricted Cash —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. As of March 31, 2022 and December 31, 2021, we had $0.6 million and $0.0 million of restricted cash, respectively. Foreign Currency Translation and Transactions —Adjustments resulting from translating foreign functional currency financial statements of our global subsidiaries into U.S. dollars are included in the foreign currency translation adjustment in accumulated other comprehensive (loss) income. The remeasurement of our global subsidiaries’ assets and liabilities, which are denominated in a foreign currency, are recorded in other expense, within the condensed consolidated statements of operations and comprehensive loss. 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. Refer to Note 8, Fair Value Measurements, for further details. Recent Accounting Pronouncements —As an “emerging growth company,” the Jumpstart Our Business Startups Act, or the 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 August 2018, the FASB issued Accounting Standards Update No. 2018-15, Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (“ASU 2018-15”). In discussing the topic of cloud computing accounting, ASU 2018-15 aligns the accounting for costs incurred to implement a cloud computing arrangement that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. ASU 2018-15 can be applied on a retrospective or prospective basis and is effective for financial statements issued for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. On January 1, 2021, we adopted ASU 2018-15 prospectively and cloud computing implementation costs incurred on or after January 1, 2021 are included in other assets in the condensed consolidated balance sheet and are presented within operating cash flows. As of March 31, 2022, capitalized implementation costs for cloud computing arrangements were not material. The adoption did not have a material impact to the condensed consolidated financial statements. In December 2019, the FASB issued Accounting Standards Update 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. We adopted this update as of January 1, 2022, and noted no effect on the condensed consolidated financial statements and related disclosures. In October 2020, the FASB issued ASU 2020-10, Codification Improvements , which updated various codification topics by clarifying or improving disclosure requirements to align with the SEC’s regulations. We adopted this update as of January 1, 2022, and noted no effect on the condensed consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires recognition of lease assets and lease liabilities in the balance sheet by the lessees for lease contracts with a lease term of more than 12 months. ASU 2016-02 can be applied on a modified retrospective basis, in which entities can present all prior periods under previous lease accounting guidance while recognizing the cumulative effect of applying the new standard as an adjustment to the opening balance of retained earnings in the year of adoption. In June 2020, the FASB issued ASU No. 2020-05, Effective Dates for Certain Entities, which deferred the effective date for nonpublic entities, including emerging growth companies, that had not yet adopted the original ASU. Under the amended guidance, the leasing standard will be effective for our fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. We intend to adopt the standards and related disclosures, effective for our fiscal year ending December 31, 2022, and interim periods within our fiscal year ending December 31, 2023. While we continue to finalize the financial impact of adoption, we expect to record a material right-of-use asset and liability on the consolidated balance sheet related to our operating leases and do not expect a material impact on our consolidated statements of operations and comprehensive loss. |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY Inventory consisted of the following as of March 31, 2022 and December 31, 2021: (in thousands) March 31, December 31, Finished goods $ 120,283 $ 108,585 Reserve to reduce inventories to net realizable value (1,813) (1,709) $ 118,470 $ 106,876 |
PROPERTY AND EQUIPMENT - NET
PROPERTY AND EQUIPMENT - NET | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT - NET | PROPERTY AND EQUIPMENT - NET Property and equipment consisted of the following as of March 31, 2022 and December 31, 2021: (in thousands) March 31, December 31, Leasehold improvements $ 30,627 $ 27,137 Furniture and fixtures 17,912 15,276 Internal-use software 16,403 14,453 Machinery and equipment 879 780 Computers and equipment 1,313 1,236 67,134 58,882 Less: accumulated depreciation and amortization (24,198) (20,927) $ 42,936 $ 37,955 Depreciation and amortization expense for the three months ended March 31, 2022 and 2021 was $3.5 million and $1.8 million, respectively, recognized in selling, general, and administrative expense in the condensed consolidated statements of operations and comprehensive loss. There were no assets disposed of in the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022 and December 31, 2021, unamortized capitalized internal-use software costs were $11.8 million and $10.6 million, respectively. Geographic Information The following table summarizes our long-lived assets by geographic area, which consist of property and equipment, net. No individual foreign country represented in excess of 10% of total long-lived assets balance as of March 31, 2022 and December 31, 2021: (in thousands) March 31, December 31, Long-lived assets: United States $ 38,798 $ 33,384 International 4,138 4,571 $ 42,936 $ 37,955 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 and December 31, 2021: (in thousands) March 31, December 31, Prepaid expenses $ 10,289 $ 7,865 Inventory returns receivable 965 1,351 Security deposits 929 1,106 Tax receivable 22,160 22,594 Other receivables 5,004 5,022 Restricted cash 630 — $ 39,977 $ 37,938 |
OTHER ASSETS
OTHER ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | OTHER ASSETS Other assets consisted of the following as of March 31, 2022 and December 31, 2021: (in thousands) March 31, December 31, Investment in equity securities $ 2,250 $ 2,250 Security deposits 3,145 3,025 Intangible assets 501 622 Debt issuance costs 94 107 Deferred tax assets 102 102 $ 6,092 $ 6,106 Investment in Equity Securities On November 20, 2020, we entered into an agreement to make a minority equity investment of $2 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, 2022. 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, 2022. Definite-lived Intangible Assets Intangible assets include intellectual property purchased from West Harbor Technologies, LLC 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 depreciation and amortization charges of $0.1 million and $0.1 million for the three months |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 and December 31, 2021: (in thousands) March 31, December 31, Sales-refund reserve $ 3,876 $ 5,452 Taxes payable 16,876 17,930 Employee-related liabilities 4,100 5,021 Accrued expenses 13,097 17,840 $ 37,949 $ 46,243 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS 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. Refer to Note 2, Significant Accounting Policies, for additional detail regarding our fair value measurement methodology. Items Measured at Fair Value on a Recurring Basis Warrant Liability —The fair value of our preferred stock warrant liability was based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the convertible preferred stock warrant liability, we used the probability weighted average values from (i) a Black-Scholes calculation and (ii) an option pricing model. We measure and report our preferred stock warrant liability at the estimated fair value on a recurring basis. As discussed further in Note 11, Warrants, the preferred stock warrant liability was estimated using assumptions related to the remaining contractual term of the warrants, the risk-free interest rate and volatility of comparable public companies over the remaining term, and the fair value of underlying shares. The significant unobservable inputs used in the fair value measurement of the preferred stock warrant liability were the fair value of the underlying stock at the valuation date and the estimated term of the warrants. The value from the Black-Scholes calculation reflects the value in an initial public offering scenario with the contractual term of the warrants, which was weighted by management’s estimated probability of a potential initial public offering at the applicable valuation date. The value from the option pricing model reflects the value in an alternative exit scenario at which point the warrants were expected to be exercised. Generally, increases or decreases in the fair value of the underlying stock and estimated term would result in a directionally similar impact to the fair value measurement. In November 2021, immediately prior to the completion of the IPO and pursuant to the terms of the convertible preferred stock warrants, there was an automatic exchange of the outstanding convertible preferred stock warrants for shares of Class B common stock on a one-to-one basis. As a result, the final remeasurement date of the preferred stock warrant liability was on November 3, 2021, and the preferred stock warrant liability was reclassified to additional paid-in capital. As of March 31, 2022 and December 31, 2021, there was no preferred stock warrant liability remaining in the condensed consolidated balance sheets. The following table presents a summary of the changes in fair value of our Level 3 liabilities for the three months ended March 31, 2022 and 2021, included within other expense in our condensed consolidated statements of operations and comprehensive loss: (in thousands) Warrants Balance at December 31, 2020 5,845 Increase in fair value included in other expense 2,430 Balance at March 31, 2021 $ 8,275 Balance at December 31, 2021 $ — Balance at March 31, 2022 $ — 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, 2022 and 2021, there were no observable price changes or impairments. As of March 31, 2022, the carrying value of our investments was $2.3 million. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-Term Debt —On February 20, 2019, we entered into a credit agreement with JPMorgan Chase Bank, N.A. (the “Credit Agreement”). The Credit Agreement is an asset-based loan with a revolving line of credit of up to $40.0 million and an optional accordion, which, if exercised, would allow the Company 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 has a maturity date of February 20, 2024. Borrowings under our revolving credit facility use the London Interbank Offered Rate (“LIBOR”) as a reference rate. Interest on borrowings under the revolving credit facility accrues at a variable rate equal to (i) the one-month LIBOR (adjusted LIBOR Rate for a one month interest period on a given day) plus 2.50%, plus (ii) a specified spread of 1.25% or 1.5% dependent on the average quarterly loan balance, calculated on the last day of each fiscal quarter being less than $32.0 million or greater than or equal to $32.0 million, 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. In July 2017, the United Kingdom’s Financial Conduct Authority announced its intention to stop compelling banks to submit LIBOR rates after 2021. While the potential impacts of these actions cannot be fully predicted and may result in additional exposure to interest rate risk, our borrowings under the revolving credit facility use the one-month LIBOR as a reference rate, which would not be affected until after June 30, 2023. The Credit Agreement contains customary events of default and financial covenants. As of March 31, 2022 and December 31, 2021, we were in compliance with these covenants. As of March 31, 2022 and December 31, 2021, there were no amounts outstanding under the Credit Agreement. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY As of March 31, 2022 and December 31, 2021, 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 In November 2021, immediately prior to the completion of the IPO, all 70,990,919 shares of convertible preferred stock converted into an equivalent number of shares of Class B common stock and the Company reclassified $204.0 million of convertible preferred stock to additional paid-in capital. As of March 31, 2022 and December 31, 2021, there were no shares of convertible preferred stock issued and outstanding. Common Stock As of March 31, 2022 and December 31, 2021, 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. In September 2021, prior to the completion of the IPO, we filed our Eighth Amended and Restated Certificate of Incorporation and implemented a dual class common stock structure where all existing shares of common stock were reclassified into Class B common stock on a one-to-one basis and we also authorized a new class of common stock, the Class A common stock. Authorized capital stock was 2,275,812,755 shares, of which 2,000,000,000 shares was Class A common stock, 200,000,000 shares was Class B common stock, and 75,812,755 shares was preferred stock. The common stock and the preferred stock each had a par value of $0.0001 per share. 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 number of authorized shares of a class of our capital stock, then that class would be required to vote separately to approve the proposed amendment; (ii) 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 (iii) 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, 2022 and December 31, 2021 consist of the following: March 31, December 31, Shares reserved for convertible preferred stock outstanding — — 2015 Equity Incentive Plan: Options issued and outstanding 14,620,527 16,181,331 Shares available for future option grants — — 2021 Equity Incentive Plan: Options issued and outstanding 467,950 189,342 RSUs outstanding 786,133 160,227 Shares available for future grants 19,808,770 14,306,487 2021 Employee Stock Purchase Plan: Shares available for future grants 4,402,757 2,932,232 Total shares of common stock reserved for future issuance 40,086,137 33,769,619 |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | WARRANTS Preferred Stock Warrant s —In connection with a 2015 agreement with Venture Lending and Leasing VII and Venture Lending and Leasing VIII (the “VLL Agreement”), we issued warrants to purchase 1,104,560 shares of our Preferred Stock at an exercise price of $0.10 that would have expired on September 30, 2026 with an initial fair value of $0.8 million. The preferred stock warrants contained a down round and anti-dilution adjustment provision on the exercise price. The Company would have recognized on a prospective basis the value of the effect of the down round feature in the warrant when it was triggered (i.e., when the exercise price is adjusted downward). This value is measured as the difference between (1) the financial instrument’s fair value (without the down round feature) using the pre-trigger exercise price and (2) the financial instrument’s fair value (with the down round feature) using the reduced exercise price. The value of the effect of the down round feature would have been reflected in the change in fair value of the warrant liability. The preferred stock warrants could have been exercised in whole or in part at any time and included a cashless exercise option which would have allowed the holder to receive fewer shares of stock in exchange for the warrants rather than paying cash to exercise. The preferred stock warrants could have been exercised for either Series Seed Preferred Stock or Series A Preferred Stock. In November 2021, immediately prior to the completion of the IPO and per the terms of the preferred stock warrant agreement, the convertible preferred stock warrants then outstanding were automatically exchanged for 1,104,560 shares of Class B common stock on a one-to-one basis and we reclassified the preferred stock warrant liability to additional paid-in capital upon the conversion. As of March 31, 2022 and December 31, 2021, no preferred stock warrants were outstanding. The preferred stock warrants were classified as a liability and initially recorded at fair value upon entering the VLL Agreement. The value of our Preferred Stock warrants were estimated using the probability weighted-average values from (i) a Black-Scholes calculation and (ii) an option pricing model. It was subsequently remeasured to fair value at each reporting date and the changes in the fair value of the warrant liability are recognized in other expense in the condensed consolidated statements of operations and comprehensive loss. As of March 31, 2022 and December 31, 2021, we had no preferred stock warrant liability recorded on our condensed consolidated balance sheets. Common Stock Warrants —Through 2019, we issued warrants to purchase common stock to various third parties. We determined the fair value of these warrants using the Black-Scholes option pricing model. The following tables are summaries of the terms of the warrants and warrant activity as well as warrants outstanding at March 31, 2022: Date of issuance October 2015/ March 2016 October 2016 July 2018 - Allotment 1 July 2018 - Allotment 2 Number of warrants 2,103,930 157,580 122,735 184,100 Exercise Price $ 0.10 $ 0.07 $ 1.28 $ 1.28 Status Vested Vested Vested Vested Expiration October 2024 October 2026 July 2028 July 2028 Date of issuance October 2015/ March 2016 October 2016 July 2018 Outstanding at December 31, 2020 717,225 157,580 306,835 Exercised during the three months ended March 31, 2021 — — — Outstanding at March 31, 2021 717,225 157,580 306,835 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 Fair value at March 31, 2022 (in thousands) $ — $ — $ 3 2018 Common Stock Warrants —In July 2018, as part of an agreement with West Investments V, LLC for various marketing services, we issued 122,735 warrants to purchase common stock to a third party with an exercise price of $1.28. Fifty percent of the warrants vested immediately upon issuance and the remainder of the warrants vest ratably over 24 months. An additional 184,100 warrants to purchase common stock were also issued in July 2018 to the same third-party with an exercise price of $1.28, and vested ratably over 36 months beginning when services are first rendered, beginning in 2019. In accordance with the agreement, expenses are recognized in the period services are received. We recorded $0.7 million and $0.1 million in common stock warrant expense for the three months ended March 31, 2022 and 2021, respectively. |
STOCK TRANSACTIONS
STOCK TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
STOCK TRANSACTIONS | STOCK TRANSACTIONSOn September 5, 2018, we received a promissory note from an employee in consideration for the early exercise of 825,000 shares of common stock options. In June 2020, the employee resigned from the company and the promissory note was amended and restated to reflect the loan amount related to the vested shares, and the cancellation of indebtedness and our repurchase of the employee’s unvested shares. The promissory note is secured by the underlying shares of common stock and bears interest at the lesser of 2.86% per annum or the maximum rate permissible by law (which under the laws of the State of California shall be deemed to be the laws relating to permissible rates of interest on commercial loans). 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. Since the notes are limited recourse notes, the note receivables are not reflected in our condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
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, RSUs, 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 Equity Incentive Plan (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. A total of 21,062,853 shares of our Class A common stock have been reserved for issuance under the 2021 Plan. 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. A total of 4,402,757 shares of our Class A common stock have been reserved for issuance under the 2021 ESPP. 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. The initial offering period began on November 3, 2021 and ended on May 2, 2022. The second offering period began on May 3, 2022 and will end on November 2, 2022. A summary of the status of the 2015 Plan and 2021 Plan as of December 31, 2021 and March 31, 2022, and changes during the three month period ended March 31, 2022, is presented below: Options Outstanding Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2021 16,370,673 $ 4.23 7.70 $ 177,593 Granted 283,608 10.92 Exercised (1,346,038) 1.09 8,629 Forfeited (208,288) 4.69 Cancelled (11,478) 3.37 Outstanding at March 31, 2022 15,088,477 4.63 7.11 31,231 Vested and exercisable at March 31, 2022 7,407,011 2.92 5.67 23,316 Unvested at March 31, 2022 7,681,466 $ 6.28 7.91 $ 31,231 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, 2022 and 2021, was comprised of the following: Three Months Ended March 31, (in thousands) 2022 2021 Stock-based compensation expense, net of amounts capitalized $ 3,560 $ 1,684 Capitalized stock-based compensation expense 261 — Total stock-based compensation expense $ 3,821 $ 1,684 As of March 31, 2022, there was approximately $24.3 million of total unrecognized compensation cost related to unvested stock options granted under both equity incentive plans. The remaining unrecognized compensation cost is expected to be recognized over the weighted-average remaining vesting period of approximately 2.25 years. The weighted-average fair value of options granted during the three months ended March 31, 2022 and 2021 was $0.46 and $2.23 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, 2022 and 2021, for employees and non-employees: Employees and Non-employees— Three Months Ended March 31, 2022 2021 Risk-free interest rate 1.98 % 0.89 % Dividend yield — — Volatility 47.14 % 52.04 % Expected lives (years) 6.1 5.9 Fair value of common stock $ 10.92 $ 4.58 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, using the Black Scholes option-pricing model: March 31, Risk-free interest rate 1.63 % Dividend yield — Volatility 63.00 % Expected lives (years) 0.6 Fair value of common stock $ 21.04 RSUs After completion of the IPO in November 2021, we began granting RSUs to certain employees. The RSUs granted had service-based vesting conditions. The service-based vesting condition for these awards is typically satisfied over four years, with a cliff vesting period of one year and continued vesting quarterly thereafter. 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, 2022 was as follows: Number of Shares Weighted-Average Grant Date Fair Value per Share Unvested at December 31, 2021 160,227 $ 22.33 Granted 628,991 7.70 Vested — — Forfeited (3,085) 19.64 Cancelled — — Unvested at March 31, 2022 786,133 $ 10.63 As of March 31, 2022, there was approximately $7.7 million of total unrecognized compensation cost related to outstanding unvested RSUs under the 2021 Plan. The remaining unrecognized compensation cost is expected to be recognized over the weighted-average remaining vesting period of approximately 3.30 years. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income tax provision was $1.8 million and $0.4 million for the three months ended March 31, 2022 and 2021, respectively. The effective tax rate for the three months ended March 31, 2022 was 8.8%, compared to 2.7% for the three months ended March 31, 2021. The increase in provision for income taxes and effective tax rate is primarily due to withholding tax obligations in the United States on royalties from foreign jurisdictions. 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, 2022 | |
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 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 and 2021: Three Months Ended March 31, (in thousands, except share and per share data) 2022 2021 Numerator: Net loss attributable to common stockholders $ (21,878) $ (13,522) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 147,530,203 53,895,736 Net loss per share attributable to common stockholders, basic and diluted $ (0.15) $ (0.25) 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 antidilutive: March 31, March 31, Outstanding stock options 15,088,477 17,323,072 Convertible preferred stock — 70,990,919 Convertible preferred stock warrants — 1,104,560 Common stock warrants 5,114 1,181,640 2021 ESPP 63,371 — RSUs 786,133 — 15,943,095 90,600,191 |
BENEFIT PLAN
BENEFIT PLAN | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 and 2021. We made $0.4 million and $0.3 million in matching contributions for the three months ended March 31, 2022 and 2021, respectively. We have no intention to terminate the plan. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSWe have evaluated events occurring after December 31, 2021 and through May 11, 2022, the date the condensed consolidated financial statements were available for issuance, and have concluded that no subsequent events have occurred that require disclosure in these condensed consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2021, filed with the SEC on March 16, 2022 (the “Form 10-K”). In the opinion of management, 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, 2021 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 management 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 are the 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. |
Accounts Receivable | Accounts Receivable —Accounts receivable 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 During the fourth quarter of 2021, we made an accounting policy change to present customer accounts receivable, that are not credit card receivables, within the accounts receivable line on the condensed consolidated balance sheet to align with management’s reporting. These types of receivables were historically immaterial and are included in prepaid and other current assets within the condensed consolidated financial statements and accompanying footnotes for periods presented prior to the fourth quarter of 2021. |
Revenue Recognition | Revenue Recognition —For the three months ended March 31, 2022 and 2021, we recognized $1.0 million and $0.7 million of revenue that was deferred as of December 31, 2021 and 2020, respectively. As of March 31, 2022 and December 31, 2021, we had $0.5 million and $0.7 million, respectively, in cash collections of purchases via our digital channel which had not yet shipped, and $3.1 million and $3.5 million, respectively, in gift card liabilities included in deferred revenue in the condensed consolidated balance sheets. The deferred revenue balance of $3.6 million at March 31, 2022 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 against revenue, as a component of net revenue, with an offsetting increase to accrued expenses. We recorded a sales |
Comprehensive Loss | Comprehensive Loss—Comprehensive loss represents net loss for the period plus the results of certain other changes in stockholder’s equity (deficit). |
Restricted Cash | Restricted Cash—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. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions—Adjustments resulting from translating foreign functional currency financial statements of our global subsidiaries into U.S. dollars are included in the foreign currency translation adjustment in accumulated other comprehensive (loss) income. The remeasurement of our global subsidiaries’ assets and liabilities, which are denominated in a foreign currency, are recorded in other expense, within the condensed consolidated statements of operations and comprehensive loss. |
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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements —As an “emerging growth company,” the Jumpstart Our Business Startups Act, or the 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 August 2018, the FASB issued Accounting Standards Update No. 2018-15, Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (“ASU 2018-15”). In discussing the topic of cloud computing accounting, ASU 2018-15 aligns the accounting for costs incurred to implement a cloud computing arrangement that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. ASU 2018-15 can be applied on a retrospective or prospective basis and is effective for financial statements issued for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. On January 1, 2021, we adopted ASU 2018-15 prospectively and cloud computing implementation costs incurred on or after January 1, 2021 are included in other assets in the condensed consolidated balance sheet and are presented within operating cash flows. As of March 31, 2022, capitalized implementation costs for cloud computing arrangements were not material. The adoption did not have a material impact to the condensed consolidated financial statements. In December 2019, the FASB issued Accounting Standards Update 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. We adopted this update as of January 1, 2022, and noted no effect on the condensed consolidated financial statements and related disclosures. In October 2020, the FASB issued ASU 2020-10, Codification Improvements , which updated various codification topics by clarifying or improving disclosure requirements to align with the SEC’s regulations. We adopted this update as of January 1, 2022, and noted no effect on the condensed consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires recognition of lease assets and lease liabilities in the balance sheet by the lessees for lease contracts with a lease term of more than 12 months. ASU 2016-02 can be applied on a modified retrospective basis, in which entities can present all prior periods under previous lease accounting guidance while recognizing the cumulative effect of applying the new standard as an adjustment to the opening balance of retained earnings in the year of adoption. In June 2020, the FASB issued ASU No. 2020-05, Effective Dates for Certain Entities, which deferred the effective date for nonpublic entities, including emerging growth companies, that had not yet adopted the original ASU. Under the amended guidance, the leasing standard will be effective for our fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. We intend to adopt the standards and related disclosures, effective for our fiscal year ending December 31, 2022, and interim periods within our fiscal year ending December 31, 2023. While we continue to finalize the financial impact of adoption, we expect to record a material right-of-use asset and liability on the consolidated balance sheet related to our operating leases and do not expect a material impact on our consolidated statements of operations and comprehensive loss. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
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, 2022 and 2021: Three Months Ended March 31, (in thousands) 2022 2021 Net revenue by primary geographical market: United States $ 48,944 $ 36,258 International 13,819 13,379 $ 62,763 $ 49,637 |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following as of March 31, 2022 and December 31, 2021: (in thousands) March 31, December 31, Finished goods $ 120,283 $ 108,585 Reserve to reduce inventories to net realizable value (1,813) (1,709) $ 118,470 $ 106,876 |
PROPERTY AND EQUIPMENT - NET (T
PROPERTY AND EQUIPMENT - NET (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following as of March 31, 2022 and December 31, 2021: (in thousands) March 31, December 31, Leasehold improvements $ 30,627 $ 27,137 Furniture and fixtures 17,912 15,276 Internal-use software 16,403 14,453 Machinery and equipment 879 780 Computers and equipment 1,313 1,236 67,134 58,882 Less: accumulated depreciation and amortization (24,198) (20,927) $ 42,936 $ 37,955 |
Long-lived Assets by Geographic Areas | The following table summarizes our long-lived assets by geographic area, which consist of property and equipment, net. No individual foreign country represented in excess of 10% of total long-lived assets balance as of March 31, 2022 and December 31, 2021: (in thousands) March 31, December 31, Long-lived assets: United States $ 38,798 $ 33,384 International 4,138 4,571 $ 42,936 $ 37,955 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 and December 31, 2021: (in thousands) March 31, December 31, Prepaid expenses $ 10,289 $ 7,865 Inventory returns receivable 965 1,351 Security deposits 929 1,106 Tax receivable 22,160 22,594 Other receivables 5,004 5,022 Restricted cash 630 — $ 39,977 $ 37,938 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Other assets consisted of the following as of March 31, 2022 and December 31, 2021: (in thousands) March 31, December 31, Investment in equity securities $ 2,250 $ 2,250 Security deposits 3,145 3,025 Intangible assets 501 622 Debt issuance costs 94 107 Deferred tax assets 102 102 $ 6,092 $ 6,106 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses consisted of the following as of March 31, 2022 and December 31, 2021: (in thousands) March 31, December 31, Sales-refund reserve $ 3,876 $ 5,452 Taxes payable 16,876 17,930 Employee-related liabilities 4,100 5,021 Accrued expenses 13,097 17,840 $ 37,949 $ 46,243 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Changes of Level 3 Liabilities | The following table presents a summary of the changes in fair value of our Level 3 liabilities for the three months ended March 31, 2022 and 2021, included within other expense in our condensed consolidated statements of operations and comprehensive loss: (in thousands) Warrants Balance at December 31, 2020 5,845 Increase in fair value included in other expense 2,430 Balance at March 31, 2021 $ 8,275 Balance at December 31, 2021 $ — Balance at March 31, 2022 $ — |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | Shares of common stock reserved for future issuance as of March 31, 2022 and December 31, 2021 consist of the following: March 31, December 31, Shares reserved for convertible preferred stock outstanding — — 2015 Equity Incentive Plan: Options issued and outstanding 14,620,527 16,181,331 Shares available for future option grants — — 2021 Equity Incentive Plan: Options issued and outstanding 467,950 189,342 RSUs outstanding 786,133 160,227 Shares available for future grants 19,808,770 14,306,487 2021 Employee Stock Purchase Plan: Shares available for future grants 4,402,757 2,932,232 Total shares of common stock reserved for future issuance 40,086,137 33,769,619 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants and Rights Outstanding, Activity | The following tables are summaries of the terms of the warrants and warrant activity as well as warrants outstanding at March 31, 2022: Date of issuance October 2015/ March 2016 October 2016 July 2018 - Allotment 1 July 2018 - Allotment 2 Number of warrants 2,103,930 157,580 122,735 184,100 Exercise Price $ 0.10 $ 0.07 $ 1.28 $ 1.28 Status Vested Vested Vested Vested Expiration October 2024 October 2026 July 2028 July 2028 Date of issuance October 2015/ March 2016 October 2016 July 2018 Outstanding at December 31, 2020 717,225 157,580 306,835 Exercised during the three months ended March 31, 2021 — — — Outstanding at March 31, 2021 717,225 157,580 306,835 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 Fair value at March 31, 2022 (in thousands) $ — $ — $ 3 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Option, Activity | A summary of the status of the 2015 Plan and 2021 Plan as of December 31, 2021 and March 31, 2022, and changes during the three month period ended March 31, 2022, is presented below: Options Outstanding Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2021 16,370,673 $ 4.23 7.70 $ 177,593 Granted 283,608 10.92 Exercised (1,346,038) 1.09 8,629 Forfeited (208,288) 4.69 Cancelled (11,478) 3.37 Outstanding at March 31, 2022 15,088,477 4.63 7.11 31,231 Vested and exercisable at March 31, 2022 7,407,011 2.92 5.67 23,316 Unvested at March 31, 2022 7,681,466 $ 6.28 7.91 $ 31,231 |
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, 2022 and 2021, was comprised of the following: Three Months Ended March 31, (in thousands) 2022 2021 Stock-based compensation expense, net of amounts capitalized $ 3,560 $ 1,684 Capitalized stock-based compensation expense 261 — Total stock-based compensation expense $ 3,821 $ 1,684 |
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, 2022 and 2021, for employees and non-employees: Employees and Non-employees— Three Months Ended March 31, 2022 2021 Risk-free interest rate 1.98 % 0.89 % Dividend yield — — Volatility 47.14 % 52.04 % Expected lives (years) 6.1 5.9 Fair value of common stock $ 10.92 $ 4.58 |
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, using the Black Scholes option-pricing model: March 31, Risk-free interest rate 1.63 % Dividend yield — Volatility 63.00 % Expected lives (years) 0.6 Fair value of common stock $ 21.04 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | RSU activity during the three months ended March 31, 2022 was as follows: Number of Shares Weighted-Average Grant Date Fair Value per Share Unvested at December 31, 2021 160,227 $ 22.33 Granted 628,991 7.70 Vested — — Forfeited (3,085) 19.64 Cancelled — — Unvested at March 31, 2022 786,133 $ 10.63 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 and 2021: Three Months Ended March 31, (in thousands, except share and per share data) 2022 2021 Numerator: Net loss attributable to common stockholders $ (21,878) $ (13,522) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 147,530,203 53,895,736 Net loss per share attributable to common stockholders, basic and diluted $ (0.15) $ (0.25) |
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 antidilutive: March 31, March 31, Outstanding stock options 15,088,477 17,323,072 Convertible preferred stock — 70,990,919 Convertible preferred stock warrants — 1,104,560 Common stock warrants 5,114 1,181,640 2021 ESPP 63,371 — RSUs 786,133 — 15,943,095 90,600,191 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 05, 2021 | Nov. 04, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||||||
Preferred stock authorized (in shares) | 75,812,755 | ||||||
Stock issuance costs | $ 744 | $ 0 | |||||
Convertible preferred stock outstanding (in shares) | 0 | 70,990,919 | 0 | 70,990,919 | |||
Conversion of Class B shares into Class A common stock | $ 204,000 | ||||||
IPO | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of stock, price per share (in dollars per share) | $ 15 | ||||||
Aggregate proceeds from sale of stock | $ 237,000 | ||||||
Payments of stock underwriting discounts and commissions | 15,800 | ||||||
Stock issuance costs | $ 5,400 | ||||||
Class A Common Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common stock, authorized (in shares) | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | |||
Common stock, outstanding (in shares) | 92,264,946 | 49,016,511 | |||||
Class A Common Stock | IPO | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Shares issued in transaction (in shares) | 23,221,152 | ||||||
Class A Common Stock | Initial Public Offering - Shares Offered by Company | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Shares issued in transaction (in shares) | 16,850,799 | ||||||
Class A Common Stock | Initial Public Offering - Shares Offered by Existing Shareholders | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Shares issued in transaction (in shares) | 6,370,353 | ||||||
Class B Common Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | |||
Common stock, outstanding (in shares) | 56,155,776 | 98,036,009 | 127,735,199 | ||||
Stock issued from conversion of preferred stock (in shares) | 1,104,560 | ||||||
Stock issued during period (in shares) | 714,965 | ||||||
Convertible preferred stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Preferred stock authorized (in shares) | 20,000,000 | ||||||
Convertible preferred stock outstanding (in shares) | 70,990,919 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Segments (Details) | 3 Months Ended |
Mar. 31, 2022segment | |
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, 2022 | Dec. 31, 2021 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Credit card receivables | $ 1.9 | $ 2.2 |
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 - Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Revenue recognized | $ 1,000 | $ 700 | |
Cash collections of purchases via digital channel not yet shipped | 500 | $ 700 | |
Gift card liabilities | 3,100 | 3,500 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Sales-refund reserve | 3,876 | 5,452 | |
Inventory returns receivable | 965 | $ 1,351 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Remaining performance obligation, amount | $ 3,600 | ||
Remaining performance obligation, expected timing of satisfaction, period | 12 months |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Net revenue | $ 62,763 | $ 49,637 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 48,944 | 36,258 |
International | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | $ 13,819 | $ 13,379 |
SIGNIFICANT ACCOUNTING POLICI_8
SIGNIFICANT ACCOUNTING POLICIES - Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accounting Policies [Abstract] | ||
Comprehensive income (loss) | $ (674) | $ (1,931) |
SIGNIFICANT ACCOUNTING POLICI_9
SIGNIFICANT ACCOUNTING POLICIES - Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Accounting Policies [Abstract] | |||
Restricted cash | $ 630 | $ 0 | $ 0 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 120,283 | $ 108,585 |
Reserve to reduce inventories to net realizable value | (1,813) | (1,709) |
Inventory | $ 118,470 | $ 106,876 |
PROPERTY AND EQUIPMENT - NET -
PROPERTY AND EQUIPMENT - NET - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 67,134 | $ 58,882 |
Less: accumulated depreciation and amortization | (24,198) | (20,927) |
Property and equipment, net, total | 42,936 | 37,955 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 30,627 | 27,137 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 17,912 | 15,276 |
Internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 16,403 | 14,453 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 879 | 780 |
Computers and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 1,313 | $ 1,236 |
PROPERTY AND EQUIPMENT - NET _2
PROPERTY AND EQUIPMENT - NET - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense | $ 3,500,000 | $ 1,800,000 | |
Asset disposals | 0 | $ 0 | |
Unamortized capitalized internal use software costs | 11,800,000 | $ 10,600,000 | |
Impairment of long-lived assets | $ 0 |
PROPERTY AND EQUIPMENT - NET _3
PROPERTY AND EQUIPMENT - NET - Geographical Information (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 42,936 | $ 37,955 |
United States | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | 38,798 | 33,384 |
International | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 4,138 | $ 4,571 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid expenses | $ 10,289 | $ 7,865 | |
Inventory returns receivable | 965 | 1,351 | |
Security deposits | 929 | 1,106 | |
Tax receivable | 22,160 | 22,594 | |
Other receivables | 5,004 | 5,022 | |
Restricted cash | 630 | 0 | $ 0 |
Prepaid expenses and other current assets | $ 39,977 | $ 37,938 |
OTHER ASSETS - Schedule of Othe
OTHER ASSETS - Schedule of Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Nov. 20, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Investment in equity securities | $ 2,250 | $ 2,250 | $ 2,000 |
Security deposits | 3,145 | 3,025 | |
Intangible assets | 501 | 622 | |
Debt issuance costs | 94 | 107 | |
Deferred tax assets | 102 | 102 | |
Other assets | $ 6,092 | $ 6,106 |
OTHER ASSETS - Narrative (Detai
OTHER ASSETS - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Jan. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Nov. 22, 2021 | Nov. 20, 2020 | |
Other Assets [Line Items] | ||||||
Investment in equity securities | $ 2,250,000 | $ 2,250,000 | $ 2,000,000 | |||
Equity securities impairment loss | 0 | |||||
Transaction costs | $ 100,000 | |||||
Intangible asset, useful life | 3 years | |||||
Amortization of intangible assets | 100,000 | $ 100,000 | ||||
Intellectual Property | ||||||
Other Assets [Line Items] | ||||||
Intangible assets acquired | $ 1,300,000 | |||||
NoHo ESG, Inc. | ||||||
Other Assets [Line Items] | ||||||
Investment in equity securities | $ 300,000 | |||||
Equity securities impairment loss | $ 0 | |||||
Series A Preferred Stock | ||||||
Other Assets [Line Items] | ||||||
Equity securities acquired (in shares) | 201,207 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Sales-refund reserve | $ 3,876 | $ 5,452 |
Taxes payable | 16,876 | 17,930 |
Employee-related liabilities | 4,100 | 5,021 |
Accrued expenses | 13,097 | 17,840 |
Accrued expenses and other current liabilities | $ 37,949 | $ 46,243 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) | 3 Months Ended | |||
Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Nov. 04, 2021 | |
Fair Value Disclosures [Abstract] | ||||
Conversion ratio | 1 | |||
Preferred stock warrant liability | $ 0 | $ 0 | ||
Unrealized gain (loss) from investment | 0 | $ 0 | ||
Investment without readily determinable fair value | $ 2,300,000 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Fair Value Changes of Level 3 Liabilities (Details) - Warrant Liability - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 5,845 | ||
(Decrease) increase in fair value | 2,430 | ||
Ending balance | 8,275 | ||
Fair value of level 3 liabilities | $ 8,275 | $ 0 | $ 0 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - Revolving Credit Facility - Credit Agreement - USD ($) | Feb. 20, 2019 | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 40,000,000 | ||
Accordion feature, increase limit | 35,000,000 | ||
Average quarterly loan balance threshold | $ 32,000,000 | ||
Commitment fee percentage | 0.20% | ||
Fronting fee percentage | 0.125% | ||
Long-term line of credit | $ 0 | $ 0 | |
London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.50% | ||
Base, LIBOR, or Commitment Fee | Minimum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.25% | ||
Base, LIBOR, or Commitment Fee | Maximum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.50% |
STOCKHOLDERS_ EQUITY - Narrativ
STOCKHOLDERS’ EQUITY - Narrative (Details) $ / shares in Units, $ in Millions | Nov. 04, 2021USD ($)shares | Mar. 31, 2022vote$ / sharesshares | Dec. 31, 2021$ / sharesshares | Nov. 05, 2021shares | Sep. 30, 2021$ / sharesshares | Mar. 31, 2021shares | Dec. 31, 2020shares |
Class of Stock [Line Items] | |||||||
Capital stock authorized (in shares) | 2,220,000,000 | 2,220,000,000 | 2,275,812,755 | ||||
Preferred stock, authorized (in shares) | 20,000,000 | 20,000,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Conversion of convertible preferred stock to Class B common stock upon IPO (in shares) | 70,990,919 | ||||||
Convertible preferred stock, shares issued (in shares) | 0 | ||||||
Convertible preferred stock, shares outstanding (in shares) | 0 | 0 | 70,990,919 | 70,990,919 | |||
Common stock, reclassification ratio | 1 | 1 | |||||
Convertible preferred stock, shares authorized (in shares) | 75,812,755 | ||||||
Convertible preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Common stock, percentage of Class B outstanding (less than) | 10.00% | ||||||
Aggregate amount of shares the board of directors may fix the rights, preferences, privileges, and restrictions (in shares) | 20,000,000 | ||||||
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 | ||||||
Additional Paid-In Capital | |||||||
Class of Stock [Line Items] | |||||||
Conversion of convertible preferred stock to additional paid-in-capital | $ | $ 204 | ||||||
Class A Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, authorized (in shares) | 2,000,000,000 | 2,000,000,000 | 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 | 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, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Shares reserved for convertible preferred stock outstanding (in shares) | 0 | 0 |
Options issued and outstanding (in shares) | 15,088,477 | 16,370,673 |
Total shares of common stock reserved for future issuance | 40,086,137 | 33,769,619 |
2015 Equity Incentive Plan | ||
Class of Stock [Line Items] | ||
Options issued and outstanding (in shares) | 14,620,527 | 16,181,331 |
Shares available for future option grants (in shares) | 0 | 0 |
2021 Equity Incentive Plan | ||
Class of Stock [Line Items] | ||
Options issued and outstanding (in shares) | 467,950 | 189,342 |
Shares available for future option grants (in shares) | 19,808,770 | 14,306,487 |
2021 Equity Incentive Plan | RSUs | ||
Class of Stock [Line Items] | ||
RSU's outstanding (in shares) | 786,133 | 160,227 |
2021 Employee Stock Purchase Plan | ||
Class of Stock [Line Items] | ||
Shares available for future option grants (in shares) | 4,402,757 | 2,932,232 |
WARRANTS - Narrative (Details)
WARRANTS - Narrative (Details) | Nov. 04, 2021shares | Jul. 31, 2018$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)shares |
Class of Warrant or Right [Line Items] | |||||
Conversion ratio | 1 | ||||
Class of warrant or right, outstanding (in shares) | 0 | 0 | |||
Preferred stock warrant liability | $ | $ 0 | $ 0 | |||
Marketing expense | $ | $ 13,827,000 | $ 12,718,000 | |||
July 2018 - Allotment 1 | |||||
Class of Warrant or Right [Line Items] | |||||
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 1.28 | $ 1,280 | |||
Warrants issued (in shares) | 122,735 | 122,735 | |||
Percent of warrants to vest immediately upon issuance | 50.00% | ||||
Vesting period for warrants or rights | 24 months | ||||
July 2018 - Allotment 2 | |||||
Class of Warrant or Right [Line Items] | |||||
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 1.28 | $ 1,280 | |||
Warrants issued (in shares) | 184,100 | 184,100 | |||
Vesting period for warrants or rights | 36 months | ||||
Class B Common Stock | |||||
Class of Warrant or Right [Line Items] | |||||
Stock issued from conversion of preferred stock (in shares) | 1,104,560 | ||||
VLL Agreement | |||||
Class of Warrant or Right [Line Items] | |||||
Number of securities called by warrants or rights (in shares) | 1,104,560 | ||||
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 0.10 | ||||
Fair value of warrants or rights | $ | $ 800,000 | ||||
West Investments V, LLC | Affiliated Entity | |||||
Class of Warrant or Right [Line Items] | |||||
Marketing expense | $ | $ 700,000 | $ 100,000 |
WARRANTS - Warrants and Rights
WARRANTS - Warrants and Rights Outstanding, Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Jul. 31, 2018 | |
Class of Warrant or Right [Line Items] | |||
Outstanding, beginning of period (in shares) | 0 | ||
Outstanding, end of period (in shares) | 0 | ||
October 2015/ March 2016 | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants (in shares) | 2,103,930 | ||
Exercise price (in dollars per share) | $ 100 | ||
Outstanding, beginning of period (in shares) | 0 | 717,225 | |
Exercises during the period (in shares) | 0 | 0 | |
Outstanding, end of period (in shares) | 0 | 717,225 | |
Fair value of warrants or rights | $ 0 | ||
October 2016 | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants (in shares) | 157,580 | ||
Exercise price (in dollars per share) | $ 70 | ||
Outstanding, beginning of period (in shares) | 0 | 157,580 | |
Exercises during the period (in shares) | 0 | 0 | |
Outstanding, end of period (in shares) | 0 | 157,580 | |
Fair value of warrants or rights | $ 0 | ||
July 2018 - Allotment 1 | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants (in shares) | 122,735 | 122,735 | |
Exercise price (in dollars per share) | $ 1,280 | $ 1.28 | |
July 2018 - Allotment 2 | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants (in shares) | 184,100 | 184,100 | |
Exercise price (in dollars per share) | $ 1,280 | $ 1.28 | |
July 2018 | |||
Class of Warrant or Right [Line Items] | |||
Outstanding, beginning of period (in shares) | 30,684 | 306,835 | |
Exercises during the period (in shares) | 25,570 | 0 | |
Outstanding, end of period (in shares) | 5,114 | 306,835 | |
Fair value of warrants or rights | $ 3 |
STOCK TRANSACTIONS (Details)
STOCK TRANSACTIONS (Details) - shares | Nov. 19, 2018 | Sep. 05, 2018 | Mar. 31, 2022 |
Debt Instrument [Line Items] | |||
Common stock options exercised (in shares) | 220,000 | 825,000 | 1,346,038 |
Promissory Note | |||
Debt Instrument [Line Items] | |||
Interest rate | 2.86% | 2.86% |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | ||
Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved for future issuance (in shares) | 40,086,137 | 33,769,619 | ||
Unrecognized compensation cost related to unvested share-based compensation arrangements granted | $ 24.3 | |||
Weighted-average fair value of options granted (in dollars per share) | $ 0.46 | $ 2.23 | ||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost, period for recognition | 2 years 3 months | |||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost, period for recognition | 3 years 3 months 18 days | |||
Award vesting period | 4 years | |||
Award cliff vesting pperiod | 1 year | |||
Unrecognized compensation costs | $ 7.7 | |||
2021 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation, period for increase in shares | 10 years | |||
Percent of outstanding shares | 4.00% | |||
2021 Equity Incentive Plan | Class A Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved for future issuance (in shares) | 21,062,853 | |||
Stock-based compensation, maximum number of shares available for issue on the exercise of incentive stock options (in 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 | 10 years | |||
Percent of outstanding shares | 1.00% | |||
Stock-based compensation, number of additional shares allowable under the plan (in shares) | 2,850,000 | |||
Stock-based compensation, purchase period | 6 months | |||
2021 Employee Stock Purchase Plan | Class A Common Stock | 2021 ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved for future issuance (in shares) | 4,402,757 | |||
Stock-based compensation, discount percentage from market price, beginning of period | 85.00% |
STOCK-BASED COMPENSATION - Shar
STOCK-BASED COMPENSATION - Share-based Payment Arrangement, Option, Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 19, 2018 | Sep. 05, 2018 | Mar. 31, 2022 | Dec. 31, 2021 |
Number of Options | ||||
Outstanding, beginning balance (in shares) | 16,370,673 | |||
Granted (in shares) | 283,608 | |||
Exercised (in shares) | (220,000) | (825,000) | (1,346,038) | |
Forfeited (in shares) | (208,288) | |||
Cancelled (in shares) | (11,478) | |||
Outstanding, ending balance (in shares) | 15,088,477 | 16,370,673 | ||
Vested and exercisable at end of period (in shares) | 7,407,011 | |||
Amount expected to vest at end of period (in shares) | 7,681,466 | |||
Weighted-Average Exercise Price | ||||
Outstanding, beginning balance (in dollars per share) | $ 4.23 | |||
Granted (in dollars per share) | 10.92 | |||
Exercised (in dollars per share) | 1.09 | |||
Forfeited (in dollars per share) | 4.69 | |||
Cancelled (in dollars per share) | 3.37 | |||
Outstanding, ending balance (in dollars per share) | 4.63 | $ 4.23 | ||
Vested and exercisable at end of period (in dollars per share) | 2.92 | |||
Amount expected to vest at end of period (in dollars per share) | $ 6.28 | |||
Weighted-Average Remaining Contractual Term (in years) | ||||
Outstanding | 7 years 1 month 9 days | 7 years 8 months 12 days | ||
Vested and exercisable at end of period | 5 years 8 months 1 day | |||
Amount expected to vest at end of period | 7 years 10 months 28 days | |||
Aggregate Intrinsic Value (in thousands) | ||||
Outstanding, beginning of period | $ 177,593 | |||
Granted | ||||
Exercised | 8,629 | |||
Forfeited | ||||
Cancelled | ||||
Outstanding, end of period | 31,231 | $ 177,593 | ||
Vested and exercisable at end of period | 23,316 | |||
Amount expected to vest at end of period | $ 31,231 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-based compensation | $ 3,560 | $ 1,684 |
Capitalized stock-based compensation expense | 261 | 0 |
Total stock-based compensation expense | $ 3,821 | $ 1,684 |
STOCK-BASED COMPENSATION - Sc_2
STOCK-BASED COMPENSATION - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.98% | 0.89% |
Dividend yield | 0.00% | 0.00% |
Volatility | 47.14% | 52.04% |
Expected lives (years) | 6 years 1 month 6 days | 5 years 10 months 24 days |
Fair value of common stock options (in dollars per share) | $ 10.92 | $ 4.58 |
2021 ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.63% | |
Dividend yield | 0.00% | |
Volatility | 63.00% | |
Expected lives (years) | 7 months 6 days | |
Fair value of common stock options (in dollars per share) | $ 21.04 |
STOCK-BASED COMPENSATION - Sh_2
STOCK-BASED COMPENSATION - Share-based Payment Arrangement, Restricted Stock Unit, Activity (Details) - RSUs | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Number of Shares | |
Unvested at beginning of period (in shares) | shares | 160,227 |
Granted (in shares) | shares | 628,991 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | (3,085) |
Cancelled (in shares) | shares | 0 |
Unvested at end of period(in shares) | shares | 786,133 |
Weighted-Average Grant Date Fair Value per Share | |
Unvested at beginning of period (in dollars per share) | $ / shares | $ 22.33 |
Granted (in dollars per share) | $ / shares | 7.70 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 19.64 |
Cancelled (in dollars per share) | $ / shares | 0 |
Unvested at end of period (in dollars per share) | $ / shares | $ 10.63 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit (provision) | $ (1,762) | $ (352) |
Effective tax rate | 8.80% | 2.70% |
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, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net loss attributable to common stockholders, basic | $ (21,878) | $ (13,522) |
Net loss attributable to common stockholders, diluted | $ (21,878) | $ (13,522) |
Denominator: | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 147,530,203 | 53,895,736 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 147,530,203 | 53,895,736 |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.15) | $ (0.25) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.15) | $ (0.25) |
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, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 15,943,095 | 90,600,191 |
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) | 15,088,477 | 17,323,072 |
Convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 70,990,919 |
Convertible preferred 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 | 1,104,560 |
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) | 5,114 | 1,181,640 |
2021 ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 63,371 | 0 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 786,133 | 0 |
BENEFIT PLAN (Details)
BENEFIT PLAN (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Discretionary profit-sharing contributions | $ 0 | $ 0 |
Matching contributions | $ 400,000 | $ 300,000 |