Document and Entity Information
Document and Entity Information - shares shares in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jul. 31, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | ContextLogic Inc. | |
Entity Central Index Key | 0001822250 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value | |
Trading Symbol | WISH | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-39775 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-2930953 | |
Entity Address, Address Line One | One Sansome Street 33rd Floor | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94104 | |
City Area Code | 415 | |
Local Phone Number | 432-7323 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 609 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 61 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 693 | $ 1,009 |
Marketable securities | 254 | 150 |
Funds receivable | 12 | 17 |
Prepaid expenses and other current assets | 41 | 48 |
Total current assets | 1,000 | 1,224 |
Property and equipment, net | 13 | 17 |
Right-of-use assets | 11 | 18 |
Marketable securities | 17 | |
Other assets | 4 | 7 |
Total assets | 1,028 | 1,283 |
Current liabilities: | ||
Accounts payable | 54 | 67 |
Merchants payable | 133 | 185 |
Refunds liability | 9 | 23 |
Accrued liabilities | 137 | 174 |
Total current liabilities | 333 | 449 |
Lease liabilities, non-current | 13 | 16 |
Total liabilities | 346 | 465 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value: 100 shares authorized as of June 30, 2022 and December 31, 2021; No shares issued and outstanding as of June 30, 2022 and December 31, 2021 | ||
Common stock, $0.0001 par value: 3,500 (3,000 Class A, 500 Class B) shares authorized as of June 30, 2022 and December 31, 2021; 670 (609 Class A, 61 Class B) and 658 (593 Class A, 65 Class B) shares issued and outstanding as of June 30, 2022 and December 31, 2021 | ||
Additional paid-in capital | 3,383 | 3,360 |
Accumulated other comprehensive (loss) income | (6) | 3 |
Accumulated deficit | (2,695) | (2,545) |
Total stockholders’ equity | 682 | 818 |
Total liabilities and stockholders’ equity | $ 1,028 | $ 1,283 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 3,500,000,000 | 3,500,000,000 |
Common stock, shares issued | 670,000,000 | 658,000,000 |
Common stock, shares outstanding | 670,000,000 | 658,000,000 |
Class A Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 609,000,000 | 593,000,000 |
Common stock, shares outstanding | 609,000,000 | 593,000,000 |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 61,000,000 | 65,000,000 |
Common stock, shares outstanding | 61,000,000 | 65,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 134 | $ 656 | $ 323 | $ 1,428 |
Cost of revenue | 92 | 272 | 217 | 607 |
Gross profit | 42 | 384 | 106 | 821 |
Operating expenses: | ||||
Sales and marketing | 56 | 396 | 101 | 866 |
Product development | 46 | 52 | 112 | 103 |
General and administrative | 31 | 50 | 46 | 92 |
Total operating expenses | 133 | 498 | 259 | 1,061 |
Loss from operations | (91) | (114) | (153) | (240) |
Other income, net: | ||||
Interest and other income, net | 2 | 8 | 4 | 8 |
Loss before provision for income taxes | (89) | (106) | (149) | (232) |
Provision for income taxes | 1 | 5 | 1 | 7 |
Net loss | $ (90) | $ (111) | $ (150) | $ (239) |
Net loss per share, basic | $ (0.13) | $ (0.18) | $ (0.23) | $ (0.38) |
Net loss per share, diluted | $ (0.13) | $ (0.18) | $ (0.23) | $ (0.38) |
Weighted-average shares used in computing net loss per share, basic | 667 | 624 | 664 | 621 |
Weighted-average shares used in computing net loss per share, diluted | 667 | 624 | 664 | 621 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (90) | $ (111) | $ (150) | $ (239) |
Other comprehensive loss: | ||||
Unrealized holding losses on derivatives and marketable securities, net of tax | (4) | (5) | ||
Foreign currency translation adjustment | (4) | 1 | (4) | (1) |
Comprehensive loss | $ (98) | $ (110) | $ (159) | $ (240) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited) - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance at Dec. 31, 2020 | $ 1,027 | $ 3,210 | $ 1 | $ (2,184) | |
Beginning balance, Shares at Dec. 31, 2020 | 587 | ||||
Issuance of common stock upon exercise of options for cash | 3 | 3 | |||
Issuance of common stock upon exercise of options for cash, Shares | 5 | ||||
Issuance of common stock upon settlement of restricted stock units | (5) | (5) | |||
Issuance of common stock upon settlement of restricted stock units, Shares | 33 | ||||
Net exercises of common stock warrant, Shares | 1 | ||||
Issuance of common stock through ESPP | 3 | 3 | |||
Issuance of common stock through ESPP, Shares | 1 | ||||
Stock-based compensation | 74 | 74 | |||
Other comprehensive gain (loss), net | (1) | (1) | |||
Net loss | (239) | (239) | |||
Ending balance at Jun. 30, 2021 | 862 | 3,285 | (2,423) | ||
Ending balance, Shares at Jun. 30, 2021 | 627 | ||||
Beginning balance at Mar. 31, 2021 | 930 | 3,243 | (1) | (2,312) | |
Beginning balance, Shares at Mar. 31, 2021 | 618 | ||||
Issuance of common stock upon exercise of options for cash | 2 | 2 | |||
Issuance of common stock upon exercise of options for cash, Shares | 3 | ||||
Issuance of common stock upon settlement of restricted stock units, Shares | 4 | ||||
Net exercises of common stock warrant, Shares | 1 | ||||
Issuance of common stock through ESPP | 3 | 3 | |||
Issuance of common stock through ESPP, Shares | 1 | ||||
Stock-based compensation | 37 | 37 | |||
Other comprehensive gain (loss), net | 1 | 1 | |||
Net loss | (111) | (111) | |||
Ending balance at Jun. 30, 2021 | 862 | 3,285 | (2,423) | ||
Ending balance, Shares at Jun. 30, 2021 | 627 | ||||
Beginning balance at Dec. 31, 2021 | $ 818 | 3,360 | 3 | (2,545) | |
Beginning balance, Shares at Dec. 31, 2021 | 658 | 658 | |||
Issuance of common stock upon exercise of options for cash, Shares | 1 | 1 | |||
Issuance of common stock upon settlement of restricted stock units, Shares | 13 | ||||
Shares withheld related to net share settlement | $ (5) | (5) | |||
Shares withheld related to net share settlement, Shares | (3) | ||||
Issuance of common stock through ESPP | 1 | 1 | |||
Issuance of common stock through ESPP, Shares | 1 | ||||
Stock-based compensation | 27 | 27 | |||
Other comprehensive gain (loss), net | (9) | (9) | |||
Net loss | (150) | (150) | |||
Ending balance at Jun. 30, 2022 | $ 682 | 3,383 | (6) | (2,695) | |
Ending balance, Shares at Jun. 30, 2022 | 670 | 670 | |||
Beginning balance at Mar. 31, 2022 | $ 755 | 3,358 | 2 | (2,605) | |
Beginning balance, Shares at Mar. 31, 2022 | 664 | ||||
Issuance of common stock upon settlement of restricted stock units, Shares | 8 | ||||
Shares withheld related to net share settlement | (5) | (5) | |||
Shares withheld related to net share settlement, Shares | (3) | ||||
Issuance of common stock through ESPP | 1 | 1 | |||
Issuance of common stock through ESPP, Shares | 1 | ||||
Stock-based compensation | 29 | 29 | |||
Other comprehensive gain (loss), net | (8) | (8) | |||
Net loss | (90) | (90) | |||
Ending balance at Jun. 30, 2022 | $ 682 | $ 3,383 | $ (6) | $ (2,695) | |
Ending balance, Shares at Jun. 30, 2022 | 670 | 670 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (150) | $ (239) |
Adjustments to reconcile net loss to net cash provided by used in operating activities: | ||
Noncash inventory write downs | 3 | |
Depreciation and amortization | 4 | 5 |
Noncash lease expense | 3 | 7 |
Impairment of lease assets and property and equipment | 6 | 6 |
Stock-based compensation expense | 27 | 74 |
Other | (1) | (1) |
Changes in operating assets and liabilities: | ||
Funds receivable | 5 | 37 |
Prepaid expenses, other current and noncurrent assets | 2 | 33 |
Accounts payable | (12) | (179) |
Merchants payable | (52) | (141) |
Accrued and refund liabilities | (42) | (136) |
Lease liabilities | (4) | (7) |
Other current and noncurrent liabilities | (2) | (17) |
Net cash used in operating activities | (213) | (558) |
Cash flows from investing activities: | ||
Purchases of property and equipment and development of internal use software | (2) | (1) |
Purchases of marketable securities | (226) | (124) |
Maturities of marketable securities | 137 | 123 |
Net cash used in investing activities | (91) | (2) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock through employee equity incentive plans | 1 | 6 |
Payment of taxes related to RSU settlement | (5) | (5) |
Other | (1) | |
Net cash used in financing activities | (4) | |
Foreign currency effects on cash, cash equivalents and restricted cash | (9) | |
Net decrease in cash, cash equivalents and restricted cash | (317) | (560) |
Cash, cash equivalents and restricted cash at beginning of period | 1,018 | 1,965 |
Cash, cash equivalents and restricted cash at end of period | 701 | 1,405 |
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets: | ||
Cash and cash equivalents | 693 | 1,405 |
Restricted cash included in prepaid and other current assets in the condensed consolidated balance sheets | 8 | |
Cash, cash equivalents and restricted cash at end of period | 701 | 1,405 |
Supplemental cash flow disclosures: | ||
Cash paid for income taxes, net of refunds | $ 6 | $ 4 |
Overview, Basis of Presentation
Overview, Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Overview, Basis of Presentation and Significant Accounting Policies | NOTE 1. OVERVIEW, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES ContextLogic Inc. (“Wish” or the “Company”) is an ecommerce company that provides a shopping experience that is mobile-first and discovery-based, which connects merchants’ products to users based on user preferences. The Company generates revenue from marketplace and logistics services provided to merchants. The Company was incorporated in the state of Delaware in June 2010 and is headquartered in San Francisco, California, with additional operations in Canada, China and the Netherlands. Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The interim financial data as of June 30, 2022 and for the six months ended June 30, 2022 and June 30, 2021 is unaudited. In the opinion of management, the interim financial data includes all adjustments, consisting only of normal recurring adjustments, necessary to a fair statement of the results for the interim periods. The consolidated balance sheet as of December 31, 2021 is derived from audited financial statements, however, it does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 14, 2022 (the “2021 Form 10-K”). Use of Estimates The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. These estimates form the basis for judgments the Company makes about the carrying values of its assets and liabilities that are not readily available from other sources. These estimates include, but are not limited to, fair value of financial instruments, useful lives of long-lived assets, fair value of derivative instruments, incremental borrowing rate applied to lease accounting, contingent liabilities, redemption probabilities associated with Wish Cash, allowances for refunds and chargebacks and uncertain tax positions. As of June 30, 2022, the effects of the ongoing COVID-19 pandemic on the Company’s business, results of operations, and financial condition continue to evolve. As a result, many of the Company’s estimates and assumptions required increased judgment and these estimates may change materially in future periods. Segments The Company manages its operations and allocates resources as a single operating segment. The Company’s chief operating decision-maker is its Chief Executive Officer (“CEO”) who makes operating decisions, assesses financial performance and allocates resources based on condensed consolidated financial information. As such, the Company has determined that it operates in one reportable segment. Concentrations of Risk Credit Risk — Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, funds receivable and marketable securities. The Company’s cash and cash equivalents are held on deposit with creditworthy institutions. Although the Company’s deposits exceed federally insured limits, the Company has not experienced any losses in such accounts. The Company invests its excess cash in money market accounts, U.S. Treasury notes, U.S. Treasury bills, commercial paper, corporate bonds, and non-U.S. government securities. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash, cash equivalents and marketable securities for the amounts reflected on the condensed consolidated balance sheets. The Company’s investment policy limits investments to certain types of debt securities issued by the U.S. government, its agencies and institutions with investment-grade credit ratings and places restrictions on maturities and concentration by type and issuer. The Company maintains certain bank accounts in China. The Company manages the counterparty risk associated with these funds through diversification with major financial institutions and monitors the concentration of this credit risk on a monthly basis. The total cash balance in these accounts represented approximately 17 % and 15 % of the Company’s total cash and cash equivalents as of June 30, 2022 and December 31, 2021, respectively. The Company's derivative financial instruments expose it to credit risk to the extent that the counterparties may be unable to meet the terms of the arrangement. The Company seeks to mitigate such risk by limiting its counterparties to, and by spreading the risk across, major financial institutions. In addition, the potential risk of loss with any one counterparty resulting from this type of credit risk is monitored on a monthly basis. The Company is not required to pledge, nor is it entitled to receive, collateral related to its foreign exchange derivative transactions. The Company is exposed to credit risk in the event of a default by its Payment Service Providers (“PSPs”). The Company does not generate revenue from PSPs. Significant changes in the Company’s relationship with its PSPs could adversely affect users’ ability to process transactions on the Company’s marketplaces, thereby impacting the Company’s operating results. The following PSPs each represented 10% or more of the Company’s funds receivable balance: June 30, December 31, 2022 2021 PSP 1 55 % 62 % PSP 2 37 % 32 % Services Risk — The Company serves all its users using third-party data center and hosting providers. The Company has disaster recovery protocols at the third-party service providers. Even with these procedures for disaster recovery in place, access to the Company’s service could be significantly interrupted, resulting in an adverse effect on its operating results and financial position. No significant interruptions of service were known to have occurred during the three and six months ended June 30, 2022 and 2021. Summary of Significant Accounting Policies There have been no changes to the Company’s significant accounting policies described in its 2021 Form 10-K, filed with the SEC on March 14, 2022, that have had a material impact on its condensed consolidated financial statements. Accounting Pronouncements The Company has reviewed recent accounting pronouncements and concluded they are either not applicable to the business or no material impact is expected on the condensed consolidated financial statements as a result of future adoption. |
Disaggregation of Revenue
Disaggregation of Revenue | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | NOTE 2. DISAGGREGATION OF REVENUE The Company generates revenue from marketplace and logistics services provided to its customers. Revenue is recognized as the Company transfers control of promised goods or services to its customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company considers both the merchant and the user to be customers. The Company evaluates whether it is appropriate to recognize revenue on a gross or net basis based upon its evaluation of whether the Company obtains control of the specified goods or services by considering if it is primarily responsible for fulfillment of the promise, has inventory risk and has latitude in establishing pricing and selecting suppliers, among other factors. Based on these factors, marketplace revenue is generally recognized on a net basis and logistics revenue is generally recognized on a gross basis. Revenue excludes any amounts collected on behalf of third parties, including indirect taxes. Marketplace Revenue The Company provides a mix of marketplace services to its customers. The Company provides merchants access to its marketplace where merchants display and sell their products to users. The Company also provides ProductBoost services to help merchants promote their products within the Company’s marketplace. Marketplace revenue includes commission fees collected in connection with user purchases of the merchants’ products. The commission fees vary depending on factors such as user location, demand, product type, and dynamic pricing. The Company recognizes revenue when a user’s order is processed and the related order information has been made available to the merchant. Commission fees are recognized net of estimated refunds and chargebacks. Marketplace revenue also includes ProductBoost revenue for displaying a merchant’s selected products in preferential locations within the Company’s marketplace. Effective May 2022, the Company recognizes revenue based on the number of actions, such as clicks, on the Merchant’s product listing. Prior to the transition, the Company recognized revenue when the merchants’ selected products were displayed. The Company refers to its marketplace revenue, excluding ProductBoost revenue, as its core marketplace revenue. Logistics Revenue The Company’s logistics offering for merchants is designed for direct end-to-end single order shipment from a merchant’s location to the user. Logistics services include transportation and delivery of the merchant’s products to the user. Merchants are required to prepay for logistics services on a per order basis. The Company recognizes revenue over time as the merchant simultaneously receives and consumes the logistics services benefit as the logistics services are performed. The Company uses an output method of progress based on days in transit as it best depicts the Company’s progress toward complete satisfaction of the performance obligation. The following table shows the disaggregated revenue for the applicable periods: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (in millions) Core marketplace revenue $ 54 $ 378 $ 144 $ 855 ProductBoost revenue 11 50 25 100 Marketplace revenue 65 428 169 955 Logistics revenue 69 228 154 473 Revenue $ 134 $ 656 $ 323 $ 1,428 Refer to Note 11 – Geographical Information for the disaggregated revenue by geographical location. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurement | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurement | NOTE 3. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT The Company’s financial instruments consist of cash equivalents, marketable securities, funds receivable, derivative instruments, accounts payable, accrued liabilities and merchants payable. Cash equivalents’ carrying value approximates fair value at the balance sheet dates, due to the short period of time to maturity. Marketable securities and derivative instruments are recognized at fair value. Funds receivable, accounts payable, accrued liabilities and merchants payable carrying values approximate fair value due to the short time to the expected receipt or payment date. Assets and liabilities recognized at fair value on a recurring basis in the condensed consolidated balance sheets consisting of cash equivalents, marketable securities and derivative instruments are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements are as follows: June 30, 2022 Total Level 1 Level 2 Level 3 (in millions) Financial assets: Cash equivalents: Money market funds $ 23 $ 23 $ — $ — Marketable securities: U.S. Treasury bills $ 185 $ — $ 185 $ — Commercial paper 20 — 20 — Corporate bonds 39 — 39 — Certificates of deposit 3 — 3 — Non-U.S. government 7 — 7 — Total marketable securities $ 254 $ — $ 254 $ — Prepaid and other current assets: Derivative assets $ 2 $ — $ 2 $ — Total financial assets $ 279 $ 23 $ 256 $ — Financial liabilities: Accrued liabilities: Derivative liabilities $ 7 $ — $ 7 $ — Total financial liabilities $ 7 $ — $ 7 $ — December 31, 2021 Total Level 1 Level 2 Level 3 (in millions) Financial assets: Cash equivalents: Money market funds $ 13 $ 13 $ — $ — Marketable securities: U.S. Treasury bills $ 53 $ — $ 53 $ — Commercial paper 39 — 39 — Corporate bonds 57 — 57 Certificates of deposit 5 — 5 Non-U.S. government 13 — 13 — Total marketable securities $ 167 $ — $ 167 $ — Prepaid and other current assets: Derivative assets $ 4 $ — $ 4 $ — Total financial assets $ 184 $ 13 $ 171 $ — Financial liabilities: Accrued liabilities: Derivative liabilities $ 1 $ — $ 1 $ — Total financial liabilities $ 1 $ — $ 1 $ — The Company classifies cash equivalents and marketable securities within Level 1 or Level 2 because the Company uses quoted market prices or alternative pricing sources and models utilizing market observable inputs to determine their fair value. The derivative asset and liability related to the Company’s foreign currency derivative contracts are classified within Level 2 of the fair value hierarchy as the valuation inputs are based on quoted prices and market observable data of similar instruments in active markets, including currency spot and forward rates. The following table summarizes the contractual maturities of the Company’s marketable securities: June 30, December 31, 2022 2021 Amortized Estimated Amortized Estimated (in millions) Due within one year $ 254 $ 254 $ 150 $ 150 Due after one year through five years — — 17 17 Total marketable securities $ 254 $ 254 $ 167 $ 167 All of the Company’s available-for-sale marketable securities are subject to a periodic evaluation for a credit loss allowance and impairment review. The Company did not identify any of its available-for-sale marketable securities requiring an allowance for credit loss or as other-than-temporarily impaired in any of the periods presented. Additionally, the unrealized net loss and net gain on available-for-sale marketable securities as of June 30, 2022 and December 31, 2021, respectively, were insignificant. |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | NOTE 4. BALANCE SHEET COMPONENTS Accrued Liabilities Accrued liabilities consist of the following: June 30, December 31, 2022 2021 (1) (in millions) Logistics costs (2) $ 38 $ 56 Deferred revenue and customer deposits (3) 18 25 Wish Cash liability (4) 19 20 Sales and indirect taxes (5) 15 26 Other 47 47 Total accrued liabilities $ 137 $ 174 (1) The amounts previously disclosed in the Company’s 2021 Form 10-K were realigned to ensure consistency with the amounts reflected as of June 30, 2022. (2) Logistics costs decreased by $ 18 million or 32 % primarily due to lower shipping volumes during the second quarter of 2022 compared to the fourth quarter of 2021. (3) Deferred revenue and customer deposits decreased by $ 7 million or 28 % primarily due to lower logistics volumes during the second quarter of 2022 compared to the fourth quarter of 2021. (4) While the Company will continue to honor all Wish Cash presented for payment, it may determine the likelihood of redemption to be remote for certain Wish Cash liability balances due to, among other things, long periods of inactivity. In these circumstances, to the extent the Company determines there is no requirement for remitting Wish Cash balances to government agencies under unclaimed property laws, the portion of Wish Cash liability balances not expected to be redeemed are recognized in core marketplace revenue. Wish Cash liability breakage recognized in core marketplace revenue during the second quarter of 2022 and the fourth quarter of 2021 was zero and $ 3 million, respectively. (5) Sales and indirect taxes decreased by $ 11 million or 42 % primarily due to less taxes collected in connection with lower order volumes during the second quarter of 2022 compared to the fourth quarter of 2021. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | NOTE 5. DERIVATIVE FINANCIAL INSTRUMENTS The Company conducts business in certain foreign currencies throughout its worldwide operations, and various entities hold monetary assets or liabilities, earn revenues, or incur costs in currencies other than the entity’s functional currency. As a result, the Company is exposed to foreign exchange gains or losses which impact the Company’s operating results. The Company bills its users in their local currencies, primarily in U.S. dollars and Euros, and the Company makes payments to merchants for products sold on the Company’s platforms in various currencies through third party payment service providers, which creates exposure to currency rate fluctuations. The Company hedges these exposures to reduce the risk that its earnings and cash flows will be adversely affected by changes in exchange rates. As part of the Company’s foreign currency risk mitigation strategy, the Company enters into derivative contracts and foreign exchange forward contracts with up to twelve months in duration to hedge exposures for variability in U.S.-dollar equivalent of non-U.S.-dollar denominated cash flows associated with its forecasted revenue related transactions. The Company’s derivatives transactions are not collateralized and do not include collateralization agreements with counterparties. The Company does not use derivative financial instruments for speculative or trading purposes. Volume of Derivative Activity Total gross notional amounts for outstanding derivatives (recognized at fair value) as of the end of period consist of the following: June 30, December 31, 2022 2021 (in millions) Cash flow hedges $ 40 $ 320 Non-designated hedges 73 54 Total $ 113 $ 374 Fair Value of Derivative Financial Instruments June 30, December 31, 2022 2021 Assets (1) Liabilities (2) Assets (1) Liabilities (2) (in millions) Derivative designated as hedging instruments Cash flow hedges $ — $ 2 $ 2 $ — Derivative not designated as hedging instruments Foreign currency forward contracts $ 2 $ 5 $ 2 $ 1 Total derivatives $ 2 $ 7 $ 4 $ 1 (1) Derivative assets are included in prepaid and other current assets in the condensed consolidated balance sheets. (2) Derivative liabilities are included within "other" in accrued liabilities in the condensed consolidated balance sheets. Derivatives in Cash Flow Hedging Relationships The changes in accumulated other comprehensive income (loss) resulting from cash flow hedging were as follows: June 30, December 31, 2022 2021 (in millions) Balance at the beginning of the period $ 2 $ 2 Other comprehensive (loss) income before reclassifications ( 4 ) 22 Amounts recognized in core marketplace revenue and reclassified out of — ( 22 ) Balance at the end of the period $ ( 2 ) $ 2 The Company recognizes changes in fair value of the cash flow hedges of foreign currency denominated merchants payable in accumulated other comprehensive loss in its condensed consolidated balance sheets until the forecasted transaction occurs. When the forecasted transaction affects earnings, the Company reclassifies the related gain or loss on the cash flow hedge to core marketplace revenue. All amounts in other comprehensive income at period end are expected to be reclassified to earnings within 12 months. In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, the Company reclassifies the gain or loss on the related cash flow hedge from accumulated other comprehensive loss to core marketplace revenue. For the three and six months ended June 30, 2022 and 2021, there were no net gains or losses recognized in core marketplace revenue relating to hedges of forecasted transactions that did not occur. The Company classifies cash flows related to its cash flow hedges as operating activities in its condensed consolidated statements of cash flows. Derivatives Not Designated as Hedging Instruments The net gains and losses on the change in fair value of the Company’s foreign exchange forward contracts not designated as hedging instruments recognized in other income, net in the condensed consolidated statements of operations were approximately net losses of $ 5 million and $ 4 million for the three and six months ended June 30, 2022, respectively, and were approximately net gains of $ 7 million and $ 11 million for each of the three and six months ended June 30, 2021, respectively. The Company classifies cash flows related to its non-designated hedging instruments as operating activities in its condensed consolidated statements of cash flows. |
Operating Leases
Operating Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Operating Leases | NOTE 6. OPERATING LEASES The Company leases its facilities and data center colocations under operating leases with various expiration dates through 2025 . Total operating lease cost was $ 2 million and $ 4 million for the three and six months ended June 30, 2022, respectively, and $ 4 million and $ 7 million for the three and six months ended June 30, 2021, respectively. Short-term lease costs, variable lease costs and sublease income were not material. In February 2022, the Company’s Board of Directors ("the Board") approved a restructuring plan, which included exiting various office leases. As a result, the Company ceased using certain office spaces. As the carrying value of the related right-of-use assets and leasehold improvements exceeded the estimated fair value, the Company recognized an impairment loss of $ 2 and $ 6 million for the three and six months ended June 30, 2022, respectively, which is included as part of general and administrative expenses in its condensed consolidated financial statements. Of the $ 6 million total impairment loss, approximately $ 3 million related to the impairment of operating right-of-use assets and approximately $ 3 million primarily relates to impairment of leasehold improvements. See Note 12. Restructuring Costs for more information about the Company’s restructuring plan. As of June 30, 2022 and December 31, 2021, the Company’s condensed consolidated balance sheets included right-of-use assets in the amount of $ 11 million and $ 18 million, respectively, and current lease liabilities in the amount of $ 8 million and $ 9 million in accrued liabilities, respectively, and $ 13 million and $ 16 million in lease liabilities, non-current, respectively. As of June 30, 2022 and December 31, 2021, the weighted-average remaining lease term was 3 years, respectively, and the weighted-average discount rate used to determine the net present value of the lease liabilities was 6 % for both periods. Supplemental cash flow information for the Company’s operating leases were as follows: Six Months Ended, June 30, June 30, 2022 2021 (in millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5 $ 7 The maturities of the Company’s operating lease liabilities are as follows: June 30, 2022 Year ending December 31, (in millions) 2022 (remaining six months) $ 5 2023 8 2024 7 2025 3 Total lease payments 23 Less: imputed interest ( 2 ) Present value of lease liabilities $ 21 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7. COMMITMENTS AND CONTINGENCIES Revolving Credit Facility In November 2020, the Company entered into a five-year $ 280 million senior secured revolving credit facility (the “Revolving Credit Facility”). If the Company is able to secure additional lender commitments and satisfy certain other conditions, the aggregate facility commitments can be increased by up to $ 100 million through an accordion option. The Company also enters into letters of credit from time to time, which reduces its borrowing capacity under the Revolving Credit Facility. Interest on any borrowings under the Revolving Credit Facility accrues at either adjusted LIBOR plus 1.50 % or at an alternative base rate plus 0.50 %, at the Company’s election, and the Company is required to pay a commitment fee that accrues at 0.25 % per annum on the unused portion of the aggregate commitments under the Revolving Credit Facility. The Company is required to pay a fee that accrues at 1.50 % per annum on the average daily amount available to be drawn under any letters of credit outstanding under the Revolving Credit Facility. The Revolving Credit Facility contains customary conditions to borrowing, events of default and covenants, including covenants that restrict the Company’s ability (and the ability of certain of the Company’s subsidiaries) to incur indebtedness, grant liens, make certain fundamental changes and asset sales, make distributions to stockholders, make investments or engage in transactions with affiliates. It also contains a minimum liquidity financial covenant of $ 350 million, which includes unrestricted cash and any available borrowing capacity under the Revolving Credit Facility. The obligations under the Revolving Credit Facility are secured by liens on substantially all of the Company’s domestic assets and are guaranteed by any material domestic subsidiaries, subject to customary exceptions. A standby letter of credit in the amount of approximately $ 7 million has been issued under the Revolving Credit Facility in conjunction with the lease of the Company’s headquarters in San Francisco, California. As of June 30, 2022, the Company had no t made any borrowings under the Revolving Credit Facility and it was in compliance with the related financial covenants. Fees incurred under the Revolving Credit Facility were insignificant for the three and six months ended June 30, 2022 and 2021. Purchase Obligations Effective September 1, 2019, the Company entered into an amendment to a colocation and cloud services arrangement committing the Company to make payments of $ 120 million for services over 3 years. As of June 30, 2022, the remaining commitment under this amended agreement was approximately $ 1 million and is payable within the current year. Legal Contingencies and Proceedings Beginning in May 2021, four putative class action lawsuits were filed in the U.S. District Court for the Northern District of California against the Company, its directors, certain of its officers and the underwriters named in its initial public offering (“IPO”) registration statement alleging violations of securities laws based on statements made in its registration statement on Form S-1 filed with the SEC in connection with its IPO and seeking monetary damages. One of these cases has since been dismissed by the plaintiff and the remaining three have been coordinated and consolidated. In May 2022, the Court appointed lead plaintiffs, who subsequently filed an amended consolidated class action complaint pursuant to Sections 11 and 15 of the Securities Act and Section 10(b) and 20(a) of the Exchange Act. The Company believes these lawsuits are without merit and it intends to vigorously defend them. Based on the preliminary nature of the proceedings in these cases, the outcome of these matters remains uncertain. In August 2021, a shareholder derivative action purportedly brought on behalf of the Company, Patel v. Szulczewski, was filed in the U.S. District Court for the Northern District of California alleging that the Company’s directors and officers made or caused the Company to make false and/or misleading statements about the Company’s business operations and financial prospects in various public filings. Plaintiff asserts claims for breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, violations of Section 14(a) of the Exchange Act, and for contribution under Sections 10(b) and 21D of the Exchange Act and is seeking monetary damages. This matter is currently stayed. The Company believes this lawsuit is without merit and it intends to vigorously defend it. Based on the preliminary nature of the proceedings in these cases, the outcome of these matters remains uncertain. In November 2021, a shareholder derivative action purportedly brought on behalf of the Company, Aviv v. Szulczewski, was filed in the U.S. District Court for the Northern District of California alleging that the Company’s directors breached their fiduciary duties and caused the Company to make misstatements relating to a leased property that allegedly was used for commercial purposes in violation of zoning ordinances. Plaintiff asserted claims for breach of fiduciary duties, unjust enrichment, and violations of Section 14(a) of the Exchange Act, and sought monetary damages and restitution. In May 2022, the Court granted the Company’s motion to dismiss. The Court subsequently dismissed the case with prejudice. In November 2021, France’s Directorate General for Competition, Consumer Affairs and Repression of Fraud (“DGCCRF”) issued an injunction delisting the Wish “App” from Google Play and the Apple App Store, and blocking Wish from appearing in Google, Bing and Qwant search results on the premise that unsafe products or products of poor quality are available for purchase on Wish. The injunction could expose Wish to civil and criminal penalties. In December 2021, the French Administrative Court upheld the injunction. The Company is currently appealing this ruling. In July 2022, the French Conseil d’Etat certified the constitutional question for further proceedings by the Constitutional Court. In December 2021, the Company became aware that authorities in France charged Wish with legal violations relating to the Company’s former practice and use of strikethrough pricing in France, the Company’s previous failure to translate into French listings and product details on the Company’s app and website, and the Company’s anti-counterfeiting policies and practices. The Company disputes the charges and is preparing to defend itself at a hearing that is currently scheduled for March 2023. Any adverse outcome could result in payment of substantial fines, payments to allegedly impacted consumer groups, harm to the Company’s reputation, loss of rights, or adverse changes to the Company’s offerings or business practices in France. Any of these results could adversely affect the Company’s business. In addition, defending claims may be costly and may impose a significant burden on the Company’s management. As of June 30, 2022, in the opinion of management, there were no other legal contingency matters that arose in the ordinary course of business, either individually or in aggregate, that would have a material adverse effect on the financial position, results of operations, or cash flows of the Company. Given the unpredictable nature of legal proceedings, the Company bases its estimate on the information available at the time of the assessment. As additional information becomes available, the Company will reassess the potential liability and may revise the estimate. |
Equity Award Activity and Stock
Equity Award Activity and Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Equity Award Activity and Stock-Based Compensation | NOTE 8. EQUITY Award activity and STOCK-based compensation Equity Award Activity A summary of activity under the equity plans and related information is as follows: Options Outstanding RSUs Outstanding Number of Weighted- Weighted- Number of (in millions) (in millions) Balances at December 31, 2021 (1) 45 $ 0.254 2.5 48 Granted 6 $ 2.860 69 Vested — $ — ( 13 ) Exercised ( 1 ) $ 0.138 — Forfeited or cancelled — $ — ( 24 ) Balances at June 30, 2022 50 $ 0.593 3.0 80 (1) Outstanding restricted stock units (“RSUs”) as of December 31, 2021 include 11 million performance stock units (“PSUs”), which were cancelled in February 2022 . The weighted-average grant date fair value of restricted stock was $ 1.80 and $ 1.84 per share for the three and six months ended June 30, 2022, respectively, and $ 14.55 and $ 14.91 per share for the three and six months ended June 30, 2021, respectively. As of June 30, 2022, 23 million shares remained available for grant under the Company’s equity incentive plans, including the 2022 Inducement Plan. Performance Stock Units On January 31, 2022, Piotr Szulczewski resigned from his position as CEO of the Company. Due to his resignation prior to the second anniversary of the Company’s IPO, Mr. Szulcewski is no longer eligible to vest in his PSUs, and as such, the PSUs were canceled. Consequently, the Company reversed $ 21 million of previously recognized stock-based compensation expense related to these PSUs in the first quarter of 2022. In February 2022, Jacqueline Reses resigned from her position as Executive Chair. Upon her resignation, Ms. Reses entered into a consulting agreement with the Company and her PSU award was modified to eliminate the market condition, with only continued service until the expiration of the consulting agreement being the sole vesting condition. Consequently, the Company reversed $ 3 million of previously recognized stock-based compensation expense upon modification and will recognize the modified fair value of approximately $ 2 million from the modification date to the expiration date of the consulting agreement, which is May 16, 2023. 2022 Inducement Plan In January 2022, the Company’s Board adopted and approved the 2022 Inducement Plan (“2022 Plan). The Company intends that the 2022 Plan be reserved for persons to whom the Company may issue securities without stockholder approval as an inducement of employment pursuant to Rule 5635(c)(4) of the Marketplace Rules of the Nasdaq Stock Market, LLC. The 2022 Plan provides for the award of options, stock appreciation rights, restricted shares, and RSUs of the Company’s Class A common stock to the Company’s employees. Stock-based awards under the 2022 Plan that expire or are forfeited, cancelled, or repurchased generally are returned to the pool of shares of Class A common stock available for issuance under the 2022 Plan. In May 2022, the Company's Board approved an amendment to the 2022 Plan to increase the 2022 Plan reserve from 12 million to 27 million shares. As of June 30, 2022, 13 million shares under the 2022 Plan remained available for grant. Stock Option Valuation In January 2022, the Company entered into an employment agreement with Vijay Talwar, as the Company’s new CEO, with employment commencing on February 1, 2022. As an inducement of employment, Mr. Talwar was granted, i) 5 million RSUs with an aggregate grant date fair value of $ 13 million and ii) options to purchase 6 million shares of the Company’s Class A common stock at an exercise price of $ 2.86 per share with an aggregate grant date fair value of $ 12 million. These RSUs and options were granted under the 2022 Plan and will become vested and exercisable, respectively, in periodic installments over a 4-year term, subject to the CEO’s continued employment with the Company. The option award has a term of 10 years. The fair value of options was estimated using the Black-Scholes option pricing model which takes into account inputs such as the exercise price, the value of the underlying shares as of the grant date, expected term, expected volatility, risk free interest rate, and dividend yield. The fair value of the options was determined using the methods and assumptions discussed below: • The expected term of the options was determined using the “simplified” method as prescribed in the SEC’s Staff Accounting Bulletin No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data. • The risk-free interest rate was based on the interest rate payable on the U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term. • The expected volatility was based on the historical volatility of the publicly traded common stock of peer group companies blended with the limited historical volatility of the Company’s own common stock weighted to reflect the short trading period of the Company’s stock since its IPO in December 2020. • The expected dividend yield was zero because the Company has not historically paid and does not expect to pay a dividend on its ordinary shares in the foreseeable future. A summary of the assumptions used in the Black-Scholes option pricing model to determine the fair value of the options is as follows: Black-Scholes Assumptions Expected term (in years) 6.10 Risk free interest rate 1.70 % Volatility 73.20 % Dividend yield — Estimated fair value per share $ 1.87 Stock-Based Compensation Expense Total stock-based compensation expense included in the condensed consolidated statements of operations is as follows: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (in millions) Cost of revenue $ 3 $ 5 $ 2 $ 10 Sales and marketing 2 3 3 6 Product development 14 14 28 29 General and administrative 10 15 ( 6 ) 29 Total stock-based compensation (1) $ 29 $ 37 $ 27 $ 74 (1) Total stock-based compensation for the six months ended June 30, 2022 decreased by $ 47 million compared to the six months ended June 30, 2021 primarily due to forfeitures originating from the resignation of the Company’s former CEO, reductions to the Company’s workforce as part of the Company’s February 2022 Restructuring Plan, and modifications to the Company’s former Executive Chair’s equity awards. The Company will recognize the remaining $ 11 million and $ 252 million of unrecognized stock-based compensation expense over a weighted-average period of approximately 3.6 years and 2.7 years related to options and RSUs, respectively. Employee Stock Purchase Plan The Company’s Employee Stock Purchase Plan (“ESPP”) allows eligible employees to purchase shares of the Company’s Class A common stock at a discount through payroll deductions of up to 15 % of eligible compensation, subject to caps of $ 25,000 in any calendar year and 2,500 shares on any purchase date. The ESPP provides for 24-month offering periods, generally beginning in November and May of each year, and each offering period consists of four six-month purchase periods. The initial offering period began on January 1, 2021 and will end in November 2022. During the three and six months ended June 30, 2022 and 2021, fewer than 1 million shares of common stock were purchased under the ESPP in each period for an aggregate amount of $ 1 million and $ 3 million, respectively. On each purchase date, participating employees will purchase Class A common stock at a price per share equal to 85 % of the lesser of the fair market value of the Company’s Class A common stock on (i) the first trading day of the applicable offering period, or (ii) the last trading day of each purchase period in the applicable offering period. If the stock price of the Company's Class A common stock on any purchase date in an offering period is lower than the stock price on the enrollment date of that offering period, the offering period will immediately reset after the purchase of shares on such purchase date and automatically roll into a new offering period (ESPP reset). During the three and six months ended June 30, 2022, there was an ESPP reset that resulted in an additional expense of approximately $ 4 million, which is being recognized over an offering period ending May 20, 2024 . |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 9. INCOME TAXES The Company’s tax provision for the interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company assesses its estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in the period of change. The Company’s quarterly tax provision and the estimate of the annual effective tax rate is subject to fluctuation due to several factors, including variability in pre-tax earnings, the geographic distribution of the pre-tax earnings, tax law changes, non-deductible expenses, such as stock-based compensation, and changes in the estimate of the valuation allowance. The provision for income taxes was $ 1 million for the three and six months ended June 30, 2022, and was $ 5 million and $ 7 million for the three and six months ended June 30, 2021, respectively. The year-over-year decrease in provision for income taxes was primarily related to a decrease in pre-tax earnings of the Company’s international operations. The Company continues to maintain a valuation allowance on its domestic net deferred tax assets which is excluded from the annual effective tax rate estimate. Unrecognized tax benefits as of June 30, 2022 and December 31, 2021 were insignificant. Interest and penalties associated with the unrecognized tax benefits as of June 30, 2022 and December 31, 2021 were also insignificant. The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company is not currently under examination by income tax authorities in federal, state or other jurisdictions. All federal and state tax returns remain open to examination. Certain tax years are subject to foreign income tax examinations by tax authorities until the statute of limitations expire. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 10. Net loss per share The Company computes net loss per share attributable to common stockholders using the two-class method required for multiple classes of common stock and participating securities. The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting. As the liquidation and dividend rights are identical, the Company’s undistributed earnings or losses are allocated on a proportionate basis among the holders of both Class A and Class B common stock. As a result, the 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. Effective August 9, 2022, all Class B common stock were converted to Class A common stock. Net loss per share for the three and six months ended June 30, 2022 and 2021 were not affected by the conversion. Refer to Note 13 – Subsequent Events for more information on the conversion of Class B common stock to Class A common stock. The following table sets forth the computation of basic and diluted net loss per share: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (in millions, except per share data) Numerator: Net loss $ ( 90 ) $ ( 111 ) $ ( 150 ) $ ( 239 ) Denominator: Weighted-average shares used in computing net loss per share, basic and diluted 667 624 664 621 Net loss per share, basic and diluted $ ( 0.13 ) $ ( 0.18 ) $ ( 0.23 ) $ ( 0.38 ) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect: As of June 30, 2022 2021 (in millions) Common stock options outstanding 50 70 Unvested restricted stock units outstanding (1) 80 39 Employee Stock Purchase Plan 2 3 Total 132 112 (1) Unvested restricted stock units outstanding as of June 30, 2021 include 11 million performance-based RSUs, which were cancelled in the first quarter of 2022. |
Geographical Information
Geographical Information | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Geographical Information | NOTE 11. GEOGRAPHICAL INFORMATION The Company believes it is relevant to disclose geographical revenue information on both a demand basis, determined by the ship-to address of the user, and on a supply basis, determined by the location of the merchants’ operations. Core marketplace revenue by geographic area based on the ship-to address of the user is as follows: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (in millions) Europe $ 18 33 % $ 178 47 % $ 52 36 % $ 413 48 % North America (1) 28 52 % 149 39 % 71 49 % 335 39 % South America 2 4 % 17 5 % 5 4 % 35 4 % Other 6 11 % 34 9 % 16 11 % 72 9 % Core marketplace revenue $ 54 100 % $ 378 100 % $ 144 100 % $ 855 100 % (1) United States accounted for $ 22 million and $ 57 million of core marketplace revenue for the three and six months ended June 30, 2022, respectively and $ 124 million and $ 280 million for the three and six months ended June 30, 2021, respectively. China accounted for substantially all of marketplace and logistics revenue during the three and six months ended June 30, 2022 and 2021 based on the location of the merchants’ operations. The Company’s long-lived tangible assets, which consist of property and equipment, net and operating lease right-of-use assets, net, located in the United States were 85 % of the total long-lived tangible assets as of June 30, 2022 and December 31, 2021. The long-lived tangible assets outside the United States were located in China, Canada and the Netherlands. |
Restructuring Costs
Restructuring Costs | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | NOTE 12. RESTRUCTURING COSTS In February 2022, the Company’s Board approved the February 2022 Restructuring Plan (“Restructuring Plan”) to refocus the Company’s operations to support sustainable long-term growth, better align resources, and improve operational efficiencies. The Restructuring Plan includes i) reducing the Company’s headcount by approximately 15 % (or approximately 190 positions), ii) exiting various office leases, and iii) reducing and realigning vendor expenditures. The Company expects the Restructuring Plan to be substantially implemented by the end of fiscal year 2022. During the three months ended June 30, 2022, the Company recorded $ 2 million in impairments of lease assets and property and equipment. During the six months ended June 30, 2022, the Company recorded charges of approximately $ 3 million in severance and other personnel reductions costs for terminated employees and $ 6 million in impairments of lease assets and property and equipment. Substantially all related severance payments have been paid as of June 30, 2022. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Event | NOTE 13. SUBSEQUENT EVENTS On August 4, 2022, Mr. Szulcewski provided notice of his intention to resign as a member of the Company's Board, effective August 9, 2022. In tandem with his resignation notice, Mr. Szulcewski submitted a conversion notice to convert (the “Conversion”) all shares of Class B common stock of the Company he held into the same number of shares of Class A common stock of the Company, also effective August 9, 2022. The Class B common stock was entitled to twenty votes per share and the Class A common stock is entitled to one vote per share. In accordance with the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), due to the outstanding shares of Class B common stock representing less than five percent ( 5 %) of the aggregate number of outstanding shares of Class A common stock and Class B common stock outstanding after the Conversion, all remaining shares of Class B common stock have been automatically converted into Class A common stock immediately following the Conversion and no further Class B common stock will be issued. Additionally, all shares issuable pursuant to outstanding awards under the Company’s 2010 Stock Plan will be issuable for Class A common stock. Pursuant to the Certificate of Incorporation, the Conversion triggered various corporate governance changes as previously disclosed in the Company’s filings, which include: • the Board will be classified into three classes of directors with staggered three-year terms; • directors will be able to be removed only for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of the Common Stock; and • stockholders will only be able to take action at a meeting of stockholders and not by written consent. |
Overview, Basis of Presentati_2
Overview, Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The interim financial data as of June 30, 2022 and for the six months ended June 30, 2022 and June 30, 2021 is unaudited. In the opinion of management, the interim financial data includes all adjustments, consisting only of normal recurring adjustments, necessary to a fair statement of the results for the interim periods. The consolidated balance sheet as of December 31, 2021 is derived from audited financial statements, however, it does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 14, 2022 (the “2021 Form 10-K”). |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. These estimates form the basis for judgments the Company makes about the carrying values of its assets and liabilities that are not readily available from other sources. These estimates include, but are not limited to, fair value of financial instruments, useful lives of long-lived assets, fair value of derivative instruments, incremental borrowing rate applied to lease accounting, contingent liabilities, redemption probabilities associated with Wish Cash, allowances for refunds and chargebacks and uncertain tax positions. As of June 30, 2022, the effects of the ongoing COVID-19 pandemic on the Company’s business, results of operations, and financial condition continue to evolve. As a result, many of the Company’s estimates and assumptions required increased judgment and these estimates may change materially in future periods. |
Segments | Segments The Company manages its operations and allocates resources as a single operating segment. The Company’s chief operating decision-maker is its Chief Executive Officer (“CEO”) who makes operating decisions, assesses financial performance and allocates resources based on condensed consolidated financial information. As such, the Company has determined that it operates in one reportable segment. |
Concentration of Risk | Concentrations of Risk Credit Risk — Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, funds receivable and marketable securities. The Company’s cash and cash equivalents are held on deposit with creditworthy institutions. Although the Company’s deposits exceed federally insured limits, the Company has not experienced any losses in such accounts. The Company invests its excess cash in money market accounts, U.S. Treasury notes, U.S. Treasury bills, commercial paper, corporate bonds, and non-U.S. government securities. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash, cash equivalents and marketable securities for the amounts reflected on the condensed consolidated balance sheets. The Company’s investment policy limits investments to certain types of debt securities issued by the U.S. government, its agencies and institutions with investment-grade credit ratings and places restrictions on maturities and concentration by type and issuer. The Company maintains certain bank accounts in China. The Company manages the counterparty risk associated with these funds through diversification with major financial institutions and monitors the concentration of this credit risk on a monthly basis. The total cash balance in these accounts represented approximately 17 % and 15 % of the Company’s total cash and cash equivalents as of June 30, 2022 and December 31, 2021, respectively. The Company's derivative financial instruments expose it to credit risk to the extent that the counterparties may be unable to meet the terms of the arrangement. The Company seeks to mitigate such risk by limiting its counterparties to, and by spreading the risk across, major financial institutions. In addition, the potential risk of loss with any one counterparty resulting from this type of credit risk is monitored on a monthly basis. The Company is not required to pledge, nor is it entitled to receive, collateral related to its foreign exchange derivative transactions. The Company is exposed to credit risk in the event of a default by its Payment Service Providers (“PSPs”). The Company does not generate revenue from PSPs. Significant changes in the Company’s relationship with its PSPs could adversely affect users’ ability to process transactions on the Company’s marketplaces, thereby impacting the Company’s operating results. The following PSPs each represented 10% or more of the Company’s funds receivable balance: June 30, December 31, 2022 2021 PSP 1 55 % 62 % PSP 2 37 % 32 % Services Risk — The Company serves all its users using third-party data center and hosting providers. The Company has disaster recovery protocols at the third-party service providers. Even with these procedures for disaster recovery in place, access to the Company’s service could be significantly interrupted, resulting in an adverse effect on its operating results and financial position. No significant interruptions of service were known to have occurred during the three and six months ended June 30, 2022 and 2021. |
Accounting Pronouncements | Accounting Pronouncements The Company has reviewed recent accounting pronouncements and concluded they are either not applicable to the business or no material impact is expected on the condensed consolidated financial statements as a result of future adoption. |
Overview, Basis of Presentati_3
Overview, Basis of Presentation and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of PSPs Each Represented 10% or More of Funds Receivable Balance | The following PSPs each represented 10% or more of the Company’s funds receivable balance: June 30, December 31, 2022 2021 PSP 1 55 % 62 % PSP 2 37 % 32 % |
Disaggregation of Revenue (Tabl
Disaggregation of Revenue (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregated Revenue | The following table shows the disaggregated revenue for the applicable periods: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (in millions) Core marketplace revenue $ 54 $ 378 $ 144 $ 855 ProductBoost revenue 11 50 25 100 Marketplace revenue 65 428 169 955 Logistics revenue 69 228 154 473 Revenue $ 134 $ 656 $ 323 $ 1,428 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements on Recurring Basis | Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements are as follows: June 30, 2022 Total Level 1 Level 2 Level 3 (in millions) Financial assets: Cash equivalents: Money market funds $ 23 $ 23 $ — $ — Marketable securities: U.S. Treasury bills $ 185 $ — $ 185 $ — Commercial paper 20 — 20 — Corporate bonds 39 — 39 — Certificates of deposit 3 — 3 — Non-U.S. government 7 — 7 — Total marketable securities $ 254 $ — $ 254 $ — Prepaid and other current assets: Derivative assets $ 2 $ — $ 2 $ — Total financial assets $ 279 $ 23 $ 256 $ — Financial liabilities: Accrued liabilities: Derivative liabilities $ 7 $ — $ 7 $ — Total financial liabilities $ 7 $ — $ 7 $ — December 31, 2021 Total Level 1 Level 2 Level 3 (in millions) Financial assets: Cash equivalents: Money market funds $ 13 $ 13 $ — $ — Marketable securities: U.S. Treasury bills $ 53 $ — $ 53 $ — Commercial paper 39 — 39 — Corporate bonds 57 — 57 Certificates of deposit 5 — 5 Non-U.S. government 13 — 13 — Total marketable securities $ 167 $ — $ 167 $ — Prepaid and other current assets: Derivative assets $ 4 $ — $ 4 $ — Total financial assets $ 184 $ 13 $ 171 $ — Financial liabilities: Accrued liabilities: Derivative liabilities $ 1 $ — $ 1 $ — Total financial liabilities $ 1 $ — $ 1 $ — |
Schedule of Contractual Maturities of Marketable Securities | The following table summarizes the contractual maturities of the Company’s marketable securities: June 30, December 31, 2022 2021 Amortized Estimated Amortized Estimated (in millions) Due within one year $ 254 $ 254 $ 150 $ 150 Due after one year through five years — — 17 17 Total marketable securities $ 254 $ 254 $ 167 $ 167 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following: June 30, December 31, 2022 2021 (1) (in millions) Logistics costs (2) $ 38 $ 56 Deferred revenue and customer deposits (3) 18 25 Wish Cash liability (4) 19 20 Sales and indirect taxes (5) 15 26 Other 47 47 Total accrued liabilities $ 137 $ 174 (1) The amounts previously disclosed in the Company’s 2021 Form 10-K were realigned to ensure consistency with the amounts reflected as of June 30, 2022. (2) Logistics costs decreased by $ 18 million or 32 % primarily due to lower shipping volumes during the second quarter of 2022 compared to the fourth quarter of 2021. (3) Deferred revenue and customer deposits decreased by $ 7 million or 28 % primarily due to lower logistics volumes during the second quarter of 2022 compared to the fourth quarter of 2021. (4) While the Company will continue to honor all Wish Cash presented for payment, it may determine the likelihood of redemption to be remote for certain Wish Cash liability balances due to, among other things, long periods of inactivity. In these circumstances, to the extent the Company determines there is no requirement for remitting Wish Cash balances to government agencies under unclaimed property laws, the portion of Wish Cash liability balances not expected to be redeemed are recognized in core marketplace revenue. Wish Cash liability breakage recognized in core marketplace revenue during the second quarter of 2022 and the fourth quarter of 2021 was zero and $ 3 million, respectively. (5) Sales and indirect taxes decreased by $ 11 million or 42 % primarily due to less taxes collected in connection with lower order volumes during the second quarter of 2022 compared to the fourth quarter of 2021. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Total Gross Notional Amounts of Outstanding Derivatives | Total gross notional amounts for outstanding derivatives (recognized at fair value) as of the end of period consist of the following: June 30, December 31, 2022 2021 (in millions) Cash flow hedges $ 40 $ 320 Non-designated hedges 73 54 Total $ 113 $ 374 |
Schedule of Fair Value of Derivative Financial Instruments | Fair Value of Derivative Financial Instruments June 30, December 31, 2022 2021 Assets (1) Liabilities (2) Assets (1) Liabilities (2) (in millions) Derivative designated as hedging instruments Cash flow hedges $ — $ 2 $ 2 $ — Derivative not designated as hedging instruments Foreign currency forward contracts $ 2 $ 5 $ 2 $ 1 Total derivatives $ 2 $ 7 $ 4 $ 1 (1) Derivative assets are included in prepaid and other current assets in the condensed consolidated balance sheets. (2) Derivative liabilities are included within "other" in accrued liabilities in the condensed consolidated balance sheets. |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) | The changes in accumulated other comprehensive income (loss) resulting from cash flow hedging were as follows: June 30, December 31, 2022 2021 (in millions) Balance at the beginning of the period $ 2 $ 2 Other comprehensive (loss) income before reclassifications ( 4 ) 22 Amounts recognized in core marketplace revenue and reclassified out of — ( 22 ) Balance at the end of the period $ ( 2 ) $ 2 |
Operating Leases (Tables)
Operating Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Supplemental Cash Flow Information for Operating Leases | Supplemental cash flow information for the Company’s operating leases were as follows: Six Months Ended, June 30, June 30, 2022 2021 (in millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5 $ 7 |
Maturities of Operating Lease Liabilities | The maturities of the Company’s operating lease liabilities are as follows: June 30, 2022 Year ending December 31, (in millions) 2022 (remaining six months) $ 5 2023 8 2024 7 2025 3 Total lease payments 23 Less: imputed interest ( 2 ) Present value of lease liabilities $ 21 |
Equity Award Activity and Sto_2
Equity Award Activity and Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Activity Under Equity Plans and Related Information | A summary of activity under the equity plans and related information is as follows: Options Outstanding RSUs Outstanding Number of Weighted- Weighted- Number of (in millions) (in millions) Balances at December 31, 2021 (1) 45 $ 0.254 2.5 48 Granted 6 $ 2.860 69 Vested — $ — ( 13 ) Exercised ( 1 ) $ 0.138 — Forfeited or cancelled — $ — ( 24 ) Balances at June 30, 2022 50 $ 0.593 3.0 80 (1) Outstanding restricted stock units (“RSUs”) as of December 31, 2021 include 11 million performance stock units (“PSUs”), which were cancelled in February 2022 . |
Summary of Assumptions Used in Black-Scholes Option Pricing Model | A summary of the assumptions used in the Black-Scholes option pricing model to determine the fair value of the options is as follows: Black-Scholes Assumptions Expected term (in years) 6.10 Risk free interest rate 1.70 % Volatility 73.20 % Dividend yield — Estimated fair value per share $ 1.87 |
Summary of Stock-Based Compensation Expense | Total stock-based compensation expense included in the condensed consolidated statements of operations is as follows: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (in millions) Cost of revenue $ 3 $ 5 $ 2 $ 10 Sales and marketing 2 3 3 6 Product development 14 14 28 29 General and administrative 10 15 ( 6 ) 29 Total stock-based compensation (1) $ 29 $ 37 $ 27 $ 74 (1) Total stock-based compensation for the six months ended June 30, 2022 decreased by $ 47 million compared to the six months ended June 30, 2021 primarily due to forfeitures originating from the resignation of the Company’s former CEO, reductions to the Company’s workforce as part of the Company’s February 2022 Restructuring Plan, and modifications to the Company’s former Executive Chair’s equity awards. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (in millions, except per share data) Numerator: Net loss $ ( 90 ) $ ( 111 ) $ ( 150 ) $ ( 239 ) Denominator: Weighted-average shares used in computing net loss per share, basic and diluted 667 624 664 621 Net loss per share, basic and diluted $ ( 0.13 ) $ ( 0.18 ) $ ( 0.23 ) $ ( 0.38 ) |
Summary of Outstanding Shares of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect: As of June 30, 2022 2021 (in millions) Common stock options outstanding 50 70 Unvested restricted stock units outstanding (1) 80 39 Employee Stock Purchase Plan 2 3 Total 132 112 (1) Unvested restricted stock units outstanding as of June 30, 2021 include 11 million performance-based RSUs, which were cancelled in the first quarter of 2022. |
Geographical Information (Table
Geographical Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Summary of Revenue by Geographic Area | Core marketplace revenue by geographic area based on the ship-to address of the user is as follows: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (in millions) Europe $ 18 33 % $ 178 47 % $ 52 36 % $ 413 48 % North America (1) 28 52 % 149 39 % 71 49 % 335 39 % South America 2 4 % 17 5 % 5 4 % 35 4 % Other 6 11 % 34 9 % 16 11 % 72 9 % Core marketplace revenue $ 54 100 % $ 378 100 % $ 144 100 % $ 855 100 % (1) United States accounted for $ 22 million and $ 57 million of core marketplace revenue for the three and six months ended June 30, 2022, respectively and $ 124 million and $ 280 million for the three and six months ended June 30, 2021, respectively. |
Overview, Basis of Presentati_4
Overview, Basis of Presentation and Significant Accounting Policies - Additional Information (Details) - Segment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | ||
Entity Incorporation, State or Country Code | DE | |
Entity incorporation, date | Jun. 30, 2010 | |
Number of operating segment | 1 | |
Number of reportable segment | 1 | |
Percentage of concentrations of risk, cash and cash equivalents | 17% | 15% |
Overview, Basis of Presentati_5
Overview, Basis of Presentation and Significant Accounting Policies - Schedule of PSPs Each Represented 10% or More of Funds Receivable Balance (Details) - Funds Receivable - Credit Concentration Risk | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
PSP 1 | ||
Concentration Risk [Line Items] | ||
Percentage of funds receivable balance | 55% | 62% |
PSP 2 | ||
Concentration Risk [Line Items] | ||
Percentage of funds receivable balance | 37% | 32% |
Disaggregation of Revenue - Sum
Disaggregation of Revenue - Summary of Disaggregated Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 134 | $ 656 | $ 323 | $ 1,428 |
Core Marketplace Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 54 | 378 | 144 | 855 |
ProductBoost Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 11 | 50 | 25 | 100 |
Marketplace Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 65 | 428 | 169 | 955 |
Logistics Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 69 | $ 228 | $ 154 | $ 473 |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurement - Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements on Recurring Basis (Details) - Recurring - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Financial assets: | ||
Marketable securities | $ 254 | $ 167 |
Derivative assets | 2 | 4 |
Total financial assets | 279 | 184 |
Financial liabilities: | ||
Derivative liabilities | 7 | 1 |
Total financial liabilities | 7 | 1 |
Level 1 | ||
Financial assets: | ||
Total financial assets | 23 | 13 |
Level 2 | ||
Financial assets: | ||
Marketable securities | 254 | 167 |
Derivative assets | 2 | 4 |
Total financial assets | 256 | 171 |
Financial liabilities: | ||
Derivative liabilities | 7 | 1 |
Total financial liabilities | 7 | 1 |
Money Market Funds | ||
Financial assets: | ||
Cash equivalents | 23 | 13 |
Money Market Funds | Level 1 | ||
Financial assets: | ||
Cash equivalents | 23 | 13 |
U.S. Treasury Bills | ||
Financial assets: | ||
Marketable securities | 185 | 53 |
U.S. Treasury Bills | Level 2 | ||
Financial assets: | ||
Marketable securities | 185 | 53 |
Commercial Paper | ||
Financial assets: | ||
Marketable securities | 20 | 39 |
Commercial Paper | Level 2 | ||
Financial assets: | ||
Marketable securities | 20 | 39 |
Corporate Bonds | ||
Financial assets: | ||
Marketable securities | 39 | 57 |
Corporate Bonds | Level 2 | ||
Financial assets: | ||
Marketable securities | 39 | 57 |
Certificates of Deposit | ||
Financial assets: | ||
Marketable securities | 3 | 5 |
Certificates of Deposit | Level 2 | ||
Financial assets: | ||
Marketable securities | 3 | 5 |
Non-U.S. government | ||
Financial assets: | ||
Marketable securities | 7 | 13 |
Non-U.S. government | Level 2 | ||
Financial assets: | ||
Marketable securities | $ 7 | $ 13 |
Financial Instruments and Fai_4
Financial Instruments and Fair Value Measurement - Schedule of Contractual Maturities of Marketable Securities (Details) - Recurring - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Amortized Cost | ||
Due within one year | $ 254 | $ 150 |
Due after one year through five years | 17 | |
Total marketable securities | 254 | 167 |
Estimated Fair Value | ||
Due within one year | 254 | 150 |
Due after one year through five years | 17 | |
Total marketable securities | $ 254 | $ 167 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Accrued Liabilities, Current [Abstract] | ||
Logistics costs | $ 38 | $ 56 |
Deferred revenue and customer deposits | 18 | 25 |
Wish Cash liability | 19 | 20 |
Sales and indirect taxes | 15 | 26 |
Other | 47 | 47 |
Total accrued liabilities | $ 137 | $ 174 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Liabilities (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accrued Liabilities, Current [Abstract] | ||
Decrease in logistics costs | $ 18 | |
Percentage of decrease in logistics costs due to lower shipping volumes | 32% | |
Decrease in deferred revenue and customer deposits | $ 7 | |
Percentage of decrease in deferred revenue and customer deposits due to lower logistics volumes | 28% | |
Unredeemable wish cash balances in core marketplace revenue | $ 0 | $ 3 |
Decrease in sales and indirect taxes | $ 11 | |
Percentage of decrease in sales and indirect taxes due to less taxes collected in connection with lower order volumes | 42% |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | ||||
Net gains or losses recognized in core marketplace revenue relating to hedges of forecasted transactions | $ 0 | $ 0 | $ 0 | $ 0 |
Net gains or losses on change in fair value of foreign exchange forward contracts | $ 5,000,000 | $ 7,000,000 | $ 4,000,000 | $ 11,000,000 |
Maximum | ||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | ||||
Derivative contract term | 12 months | |||
Foreign Exchange Forward Contracts | Maximum | ||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | ||||
Derivative contract term | 12 months |
Derivative Financial Instrume_4
Derivative Financial Instruments - Summary of Total Gross Notional Amounts of Outstanding Derivatives (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Derivatives Fair Value [Line Items] | ||
Total gross notional amounts of outstanding derivatives | $ 113,000,000 | $ 374,000,000 |
Designated Hedges | Cash Flow Hedges | ||
Derivatives Fair Value [Line Items] | ||
Total gross notional amounts of outstanding derivatives | 40,000,000 | 320,000,000 |
Non-designated Hedges | ||
Derivatives Fair Value [Line Items] | ||
Total gross notional amounts of outstanding derivatives | $ 73,000,000 | $ 54,000,000 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Schedule of Fair Value of Derivative Financial Instruments (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Prepaid and Other Current Assets | ||
Derivatives Fair Value [Line Items] | ||
Derivative assets | $ 2 | $ 4 |
Accrued Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Derivative liabilities | 7 | 1 |
Designated Hedges | Cash Flow Hedges | Prepaid and Other Current Assets | ||
Derivatives Fair Value [Line Items] | ||
Derivative assets | 2 | |
Designated Hedges | Cash Flow Hedges | Accrued Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Derivative liabilities | 2 | |
Non-designated Hedges | Foreign Exchange Forward Contracts | Prepaid and Other Current Assets | ||
Derivatives Fair Value [Line Items] | ||
Derivative assets | 2 | 2 |
Non-designated Hedges | Foreign Exchange Forward Contracts | Accrued Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Derivative liabilities | $ 5 | $ 1 |
Derivative Financial Instrume_6
Derivative Financial Instruments - Schedule of Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Balance at the beginning of the period | $ 2 | $ 2 |
Other comprehensive (loss) income before reclassifications | (4) | 22 |
Amounts recognized in core marketplace revenue and reclassified out of accumulated other comprehensive income | (22) | |
Balance at the end of the period | $ (2) | $ 2 |
Operating Leases - Additional I
Operating Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Lessee Lease Description [Line Items] | |||||
Lessee operating lease expiration date year | 2025 | ||||
Operating lease cost | $ 2 | $ 4 | $ 4 | $ 7 | |
Impairment of lease assets and property and equipment | 6 | $ 6 | |||
Right-of-use assets | 11 | 11 | $ 18 | ||
Operating lease, liabilities current | $ 8 | $ 8 | $ 9 | ||
Operating lease, liability current, Statement of financial position [Extensible List] | Accrued liabilities | Accrued liabilities | Accrued liabilities | ||
Lease liabilities, non-current | $ 13 | $ 13 | $ 16 | ||
Weighted-average remaining lease term | 3 years | 3 years | 3 years | ||
Weighted-average discount rate | 6% | 6% | 6% | ||
General and Administrative Expenses | |||||
Lessee Lease Description [Line Items] | |||||
Impairment of lease assets and property and equipment | $ 2 | $ 6 | |||
Impairment of operating lease right-of-use assets | 3 | ||||
Impairment of leasehold improvements | $ 3 |
Operating Leases - Supplemental
Operating Leases - Supplemental Cash Flow Information for Operating Leases (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 5 | $ 7 |
Operating Leases - Maturities o
Operating Leases - Maturities of Operating Lease Liabilities (Details) $ in Millions | Jun. 30, 2022 USD ($) |
Leases [Abstract] | |
2022 (remaining six months) | $ 5 |
2023 | 8 |
2024 | 7 |
2025 | 3 |
Total lease payments | 23 |
Less: imputed interest | (2) |
Present value of lease liabilities | $ 21 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 1 Months Ended | 6 Months Ended | |
Sep. 01, 2019 USD ($) | Nov. 30, 2020 USD ($) | Jun. 30, 2022 USD ($) Case | |
Commitments And Contingencies Disclosure [Line Items] | |||
Number of putative class action lawsuits | Case | 4 | ||
Number of cases dismissed by plaintiff | Case | 1 | ||
Number of cases coordinated and consolidated | Case | 3 | ||
Colocation and Cloud Services Arrangement | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Purchase obligations, remaining commitment | $ 1,000,000 | ||
Purchase commitment amount | $ 120,000,000 | ||
Purchase commitment, period | 3 years | ||
Revolving Credit Facility | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Minimum liquidity financial covenant | 350,000,000 | ||
Standby letter of credit | 7,000,000 | ||
Borrowings under credit facility | $ 0 | ||
Senior Secured Debt | Revolving Credit Facility | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Senior secured revolving credit facility, term | 5 years | ||
Senior secured revolving credit facility | $ 280,000,000 | ||
Commitment fee percentage on unused portion of aggregate commitments | 0.25% | ||
Commitment fee percentage | 1.50% | ||
Senior Secured Debt | Revolving Credit Facility | Adjusted LIBOR | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Revolving credit facility, variable interest rate | 1.50% | ||
Senior Secured Debt | Revolving Credit Facility | Alternative Base Rate | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Revolving credit facility, variable interest rate | 0.50% | ||
Senior Secured Debt | Revolving Credit Facility | Maximum | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Aggregate commitments | $ 100,000,000 |
Equity Award Activity and Sto_3
Equity Award Activity and Stock-Based Compensation - Summary of Activity Under Equity Plans and Related Information (Details) - $ / shares shares in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options, Beginning balance | 45 | |
Number of Options, Granted | 6 | |
Number of Options, Exercised | (1) | |
Number of Options, Ending balance | 50 | 45 |
Weighted-Average Exercise Price, Beginning balance | $ 0.254 | |
Weighted-Average Exercise Price, Granted | 2.860 | |
Weighted-Average Exercise Price, Exercised | 0.138 | |
Weighted-Average Exercise Price, Ending balance | $ 0.593 | $ 0.254 |
Weighted-Average Remaining Contractual Term | 3 years | 2 years 6 months |
Restricted Stock Units ("RSUs") | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Restricted Stock Units, Beginning balance | 48 | |
Unvested share outstanding | 69 | |
Number of Restricted Stock Units, Vested | (13) | |
Number of Restricted Stock Units, Forfeited or cancelled | (24) | |
Number of Restricted Stock Units, Ending balance | 80 | 48 |
Equity Award Activity and Sto_4
Equity Award Activity and Stock-Based Compensation - Summary of Activity Under Equity Plans and Related Information (Parenthetical) (Details) shares in Millions | 12 Months Ended |
Dec. 31, 2021 shares | |
Performance Stock Units ("PSUs") | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Restricted Stock Units, Granted | 11 |
Equity Award Activity and Sto_5
Equity Award Activity and Stock-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Feb. 28, 2022 | Jan. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | May 31, 2022 | Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Expected term | 6 years 1 month 6 days | ||||||||
Stock price volatility | 73.20% | ||||||||
Risk-free rate | 1.70% | ||||||||
Number of shares available for grant | 23,000,000 | 23,000,000 | |||||||
Employee Stock Purchase Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share based compensation expense | $ 1,000,000 | $ 1,000,000 | $ 3,000,000 | $ 3,000,000 | |||||
Additional stock based compensation expense | $ 4,000,000 | $ 4,000,000 | |||||||
Compensation expense recognition date | May 20, 2024 | ||||||||
Employee Stock Purchase Plan | Class A Common Stock | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share-based payment award, description | The ESPP provides for 24-month offering periods, generally beginning in November and May of each year, and each offering period consists of four six-month purchase periods. | ||||||||
Percentage of eligible compensation to purchase shares at discount | 15% | 15% | |||||||
Maximum eligible compensation to purchase shares at discount | $ 25,000 | ||||||||
Maximum number of shares eligible to purchase by an employee on purchase date | 2,500 | ||||||||
Percentage of price per share | 85% | ||||||||
2022 Inducement Plan | Class A Common Stock | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Aggregate number of shares reserved for issuance | 27,000,000 | 12,000,000 | |||||||
Number of shares available for grant | 13,000,000 | 13,000,000 | |||||||
Chief Executive Officer [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares price per share | $ 2.86 | $ 2.86 | |||||||
Vesting period | 4 years | ||||||||
Term of option award | 10 years | ||||||||
Maximum | Employee Stock Purchase Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock shares purchased | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||
Restricted Stock Units ("RSUs") | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Weighted average grant date fair value, granted | $ 1.80 | $ 14.55 | $ 1.84 | $ 14.91 | |||||
Unvested share outstanding | 69,000,000 | ||||||||
Unrecognized compensation expenses, recognition period | 2 years 8 months 12 days | ||||||||
Unrecognized compensation expenses | $ 252,000,000 | $ 252,000,000 | |||||||
Restricted Stock Units ("RSUs") | Chief Executive Officer [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Unvested share outstanding | 5,000,000 | ||||||||
Restricted stock units, granted date fair value | $ 13,000,000 | ||||||||
Performance Stock Units ("PSUs") | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Unvested share outstanding | 11,000,000 | ||||||||
Performance Stock Units ("PSUs") | Executive Chair | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense reversal amount | $ 3,000,000 | ||||||||
Performance stock units, modified fair value | $ 2,000,000 | ||||||||
Performance Stock Units ("PSUs") | Chief Executive Officer [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense reversal amount | $ 21,000,000 | ||||||||
Stock Options | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Unrecognized compensation expenses, recognition period | 3 years 7 months 6 days | ||||||||
Unrecognized compensation expenses | $ 11,000,000 | $ 11,000,000 | |||||||
Stock Options | Chief Executive Officer [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Options to purchase of common stock | 6,000,000 | ||||||||
Options to purchase of common stock grant date fair value | $ 12,000,000 |
Equity Award Activity and Sto_6
Equity Award Activity and Stock-Based Compensation - Summary of Assumptions Used in Black-Scholes Option Pricing Model (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares | |
Share-based Payment Arrangement [Abstract] | |
Expected term (in years) | 6 years 1 month 6 days |
Risk free interest rate | 1.70% |
Volatility | 73.20% |
Estimated fair value per share | $ 1.87 |
Equity Award Activity and Sto_7
Equity Award Activity and Stock Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 29 | $ 37 | $ 27 | $ 74 |
Cost of Revenue | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation | 3 | 5 | 2 | 10 |
Sales and Marketing | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation | 2 | 3 | 3 | 6 |
Product Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation | 14 | 14 | 28 | 29 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 10 | $ 15 | $ (6) | $ 29 |
Equity Award Activity and Sto_8
Equity Award Activity and Stock Based Compensation - Summary of Stock-Based Compensation Expense (Parenthetical) (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Share-based Payment Arrangement [Abstract] | |
Decrease in stock-based compensation expense | $ 47 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Taxes [Line Items] | ||||
Provision for income taxes | $ 1 | $ 5 | $ 1 | $ 7 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||
Net loss | $ (90) | $ (111) | $ (150) | $ (239) |
Denominator: | ||||
Weighted-average shares used in computing net loss per share, basic | 667 | 624 | 664 | 621 |
Weighted-average shares used in computing net loss per share, diluted | 667 | 624 | 664 | 621 |
Net loss per share, basic | $ (0.13) | $ (0.18) | $ (0.23) | $ (0.38) |
Net loss per share, diluted | $ (0.13) | $ (0.18) | $ (0.23) | $ (0.38) |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Outstanding Shares of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares shares in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share | 132 | 112 |
Common Stock Options Outstanding | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share | 50 | 70 |
Unvested Restricted Stock Units Outstanding | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share | 80 | 39 |
Employee Stock Purchase Plan | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share | 2 | 3 |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Outstanding Shares of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Parenthetical) (Details) shares in Millions | Jun. 30, 2022 shares |
PSUs | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Unvested share outstanding | 11 |
Geographical Information - Summ
Geographical Information - Summary of Revenue by Geographic Area (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenue | $ 134 | $ 656 | $ 323 | $ 1,428 |
Core Marketplace Revenue | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenue | $ 54 | $ 378 | $ 144 | $ 855 |
Core Marketplace Revenue | Revenue | Geographic Concentration Risk | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenue percentage | 100% | 100% | 100% | 100% |
Core Marketplace Revenue | Europe | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenue | $ 18 | $ 178 | $ 52 | $ 413 |
Core Marketplace Revenue | Europe | Revenue | Geographic Concentration Risk | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenue percentage | 33% | 47% | 36% | 48% |
Core Marketplace Revenue | North America | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenue | $ 28 | $ 149 | $ 71 | $ 335 |
Core Marketplace Revenue | North America | Revenue | Geographic Concentration Risk | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenue percentage | 52% | 39% | 49% | 39% |
Core Marketplace Revenue | South America | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenue | $ 2 | $ 17 | $ 5 | $ 35 |
Core Marketplace Revenue | South America | Revenue | Geographic Concentration Risk | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenue percentage | 4% | 5% | 4% | 4% |
Core Marketplace Revenue | Other | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenue | $ 6 | $ 34 | $ 16 | $ 72 |
Core Marketplace Revenue | Other | Revenue | Geographic Concentration Risk | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenue percentage | 11% | 9% | 11% | 9% |
Geographical Information - Su_2
Geographical Information - Summary of Revenue by Geographic Area (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenue | $ 134 | $ 656 | $ 323 | $ 1,428 |
Core Marketplace Revenue | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenue | 54 | 378 | 144 | 855 |
Core Marketplace Revenue | United States | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenue | $ 22 | $ 124 | $ 57 | $ 280 |
Geographical Information - Addi
Geographical Information - Additional Information (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
United States | Long-lived Tangible Assets | Geographic Concentration Risk | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Long-lived tangible assets percentage | 85% | 85% |
Restructuring Costs - Additiona
Restructuring Costs - Additional Information (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Feb. 28, 2022 Employee | Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Restructuring and Related Activities [Abstract] | |||
Restructuring plan, number of positions reduced, percentage | 15% | ||
Restructuring plan, number of positions reduced | Employee | 190 | ||
Severance and other personnel reduction costs | $ 3 | ||
Impairments of lease assets and property and equipment | $ 2 | $ 6 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event | Aug. 04, 2022 |
Subsequent Event [Line Items] | |
Percentage of Class A and B common stock outstanding after conversion | 5% |
Director With Staggered, Term | 3 years |