Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Feb. 28, 2021 | |
Document Information [Line Items] | ||
Entity Registrant Name | Poshmark, Inc. | |
Entity central index key | 0001825480 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2020 | |
Trading Symbol | POSH | |
Security12b Title | Class A Common Stock of $0.0001 par value per share | |
Security Exchange Name | NASDAQ | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
ICFR Auditor Attestation Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39848 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-4827617 | |
Entity Address, Address Line One | 203 Redwood Shores Parkway | |
Entity Address, Address Line Two | 8th Floor | |
Entity Address, City or Town | Redwood City | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94065 | |
City Area Code | 650 | |
Local Phone Number | 262-4771 | |
Entity Public Float | $ 0 | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 11,114,719 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 63,923,565 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 235,834 | $ 63,318 |
Marketable securities | 26,238 | 65,546 |
Prepaid expenses and other current assets | 7,905 | 7,155 |
Total current assets | 269,977 | 136,019 |
Property and equipment, net | 8,447 | 9,845 |
Other assets | 7,010 | 6,124 |
Total assets | 285,434 | 151,988 |
Current liabilities | ||
Accounts payable | 12,317 | 7,574 |
Funds payable to customers, current | 117,127 | 73,863 |
Accrued expenses and other current liabilities | 35,859 | 32,816 |
Total current liabilities | 165,303 | 114,253 |
Redeemable convertible preferred stock warrant liability | 3,494 | 1,221 |
Long-term portion of deferred rent and other liabilities | 4,823 | 5,126 |
Convertible notes | 55,421 | 0 |
Total liabilities | 229,041 | 120,600 |
Commitments and contingencies (Note 5) | ||
Redeemable convertible preferred stock, $0.0001 par value; 52,372,222 shares authorized as of December 31, 2019 and 2020, aggregate liquidation preference of $159,704 as of December 31, 2019 and 2020, 52,286,631 shares issued and outstanding as of December 31, 2019 and 2020 | 156,175 | 156,175 |
Stockholders’ deficit | ||
Common stock, $0.0001 par value, 79,000,000 shares authorized as of December 31, 2019 and 2020, 12,342,146 and 13,093,065 shares issued and outstanding as of December 31, 2019 and 2020, respectively | 1 | 1 |
Additional paid-in capital | 28,300 | 18,555 |
Accumulated deficit | (126,509) | (143,354) |
Accumulated other comprehensive income (loss) | (1,574) | 11 |
Total stockholders’ deficit | (99,782) | (124,787) |
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit | $ 285,434 | $ 151,988 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 79,000,000 | 79,000,000 |
Common stock, shares issued | 13,093,065 | 12,342,146 |
Common stock, shares, outstanding | 13,093,065 | 12,342,146 |
Redeemable Convertible Preferred Stock | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 52,372,222 | 52,372,222 |
Redeemable convertible preferred stock, liquidation preference | $ 159,704 | $ 159,704 |
Redeemable convertible preferred stock, shares issued | 52,286,631 | 52,286,631 |
Redeemable convertible preferred stock, shares outstanding | 52,286,631 | 52,286,631 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Net revenue | $ 262,077 | $ 205,225 | $ 148,305 |
Costs and expenses: | |||
Cost of net revenue, exclusive of depreciation and amortization | 43,507 | 34,142 | 22,837 |
Operations and support | 39,759 | 29,879 | 20,299 |
Research and development | 30,025 | 25,033 | 15,484 |
Marketing | 92,915 | 132,470 | 88,439 |
General and administrative | 29,577 | 31,474 | 15,464 |
Depreciation and amortization | 2,894 | 2,056 | 802 |
Total costs and expenses | 238,677 | 255,054 | 163,325 |
(Loss) income from operations | 23,400 | (49,829) | (15,020) |
Interest income | 569 | 1,677 | 1,096 |
Other expense, net | |||
Change in fair value of redeemable convertible preferred stock warrant liability | (2,273) | (475) | (438) |
Change in fair value of the convertible notes | (3,801) | 0 | 0 |
Other, net | (393) | 109 | (22) |
Other expenses, net | (6,467) | (366) | (460) |
(Loss) income before provision for income taxes | 17,502 | (48,518) | (14,384) |
Provision for income taxes | 657 | 174 | 91 |
Net (loss) income | 16,845 | (48,692) | (14,475) |
Undistributed earnings attributable to participating securities | (12,776) | 0 | 0 |
Net (loss) income attributable to common stockholders | $ 4,069 | $ (48,692) | $ (14,475) |
Net (loss) income per share attributable to common stockholders, basic | $ 0.32 | $ (4.01) | $ (1.29) |
Net (loss) income per share attributable to common stockholders, diluted | $ 0.22 | $ (4.01) | $ (1.29) |
Weighted-average number of shares outstanding used to compute net (loss) income per share attributable to common stockholders, basic | 12,550 | 12,151 | 11,215 |
Weighted-average number of shares outstanding used to compute net (loss) income per share attributable to common stockholders, diluted | 18,323 | 12,151 | 11,215 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net (loss) income | $ 16,845 | $ (48,692) | $ (14,475) |
Other comprehensive (loss) income: | |||
Change in fair value of the convertible notes related to instrument-specific credit risk | (1,620) | 0 | 0 |
Change in foreign currency translation adjustment | 73 | (28) | 0 |
Change in unrealized (losses) gains on marketable securities, net of tax | (38) | 52 | (13) |
Total other comprehensive (loss) income | (1,585) | 24 | (13) |
Comprehensive (loss) income | $ 15,260 | $ (48,668) | $ (14,488) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit - USD ($) | Total | Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Balance at Dec. 31, 2017 | $ (75,255,000) | $ 1,000 | $ 4,931,000 | $ (80,187,000) | $ 0 | |
Balance (in shares) at Dec. 31, 2017 | 52,286,631 | |||||
Balance at Dec. 31, 2017 | $ 156,175,000 | |||||
Balance (in shares) at Dec. 31, 2017 | 11,151,034 | |||||
Issuance of common stock upon exercise of stock options | 303,000 | 0 | $ 0 | 303,000 | 0 | 0 |
Issuance of common stock upon exercise of stock options, shares | 305,846 | |||||
Stock-based compensation | 2,665,000 | 0 | $ 0 | 2,665,000 | 0 | 0 |
Other comprehensive income (loss) | (13,000) | 0 | 0 | 0 | 0 | (13,000) |
Net income (loss) attributable to common stockholders | (14,475,000) | $ 0 | 0 | 0 | (14,475,000) | 0 |
Balance at Dec. 31, 2018 | (86,775,000) | $ 1,000 | 7,899,000 | (94,662,000) | (13,000) | |
Balance (in shares) at Dec. 31, 2018 | 52,286,631 | |||||
Balance at Dec. 31, 2018 | $ 156,175,000 | |||||
Balance (in shares) at Dec. 31, 2018 | 11,456,880 | |||||
Issuance of common stock upon exercise of stock options | 889,000 | 0 | $ 0 | 889,000 | 0 | 0 |
Issuance of common stock upon exercise of stock options, shares | 885,266 | |||||
Stock-based compensation | 9,767,000 | 0 | $ 0 | 9,767,000 | 0 | 0 |
Other comprehensive income (loss) | 24,000 | 0 | 0 | 0 | 0 | 24,000 |
Net income (loss) attributable to common stockholders | (48,692,000) | $ 0 | 0 | 0 | (48,692,000) | 0 |
Balance at Dec. 31, 2019 | (124,787,000) | $ 1,000 | 18,555,000 | (143,354,000) | 11,000 | |
Balance (in shares) at Dec. 31, 2019 | 52,286,631 | |||||
Balance at Dec. 31, 2019 | $ 156,175,000 | |||||
Balance (in shares) at Dec. 31, 2019 | 12,342,146 | |||||
Issuance of common stock upon exercise of stock options | 1,705,000 | 0 | $ 0 | 1,705,000 | 0 | 0 |
Issuance of common stock upon exercise of stock options, shares | 750,919 | |||||
Stock-based compensation | 8,040,000 | 0 | $ 0 | 8,040,000 | 0 | 0 |
Other comprehensive income (loss) | (1,585,000) | 0 | 0 | 0 | 0 | (1,585,000) |
Net income (loss) attributable to common stockholders | 16,845,000 | $ 0 | 0 | 0 | 16,845,000 | 0 |
Balance at Dec. 31, 2020 | $ (99,782,000) | $ 1,000 | $ 28,300,000 | $ (126,509,000) | $ (1,574,000) | |
Balance (in shares) at Dec. 31, 2020 | 52,286,631 | |||||
Balance at Dec. 31, 2020 | $ 156,175,000 | |||||
Balance (in shares) at Dec. 31, 2020 | 13,093,065 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | |||
Net (loss) income | $ 16,845 | $ (48,692) | $ (14,475) |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 2,894 | 2,056 | 802 |
Stock-based compensation | 7,959 | 9,687 | 2,606 |
Loss on disposal of property and equipment | 50 | 135 | 189 |
Change in fair value of redeemable convertible preferred stock warrant liability | 2,273 | 475 | 438 |
Change in fair value of the convertible notes | 3,801 | 0 | 0 |
Accretion of discounts and amortization of premiums on marketable securities, net | (66) | (1,008) | (305) |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | (5,099) | 726 | (441) |
Other assets | (886) | (4,911) | (895) |
Accounts payable | 10,161 | (5,776) | (3,155) |
Funds payable to customers | 43,264 | 22,264 | 21,475 |
Accrued expenses and other current liabilities | 3,431 | 18,840 | 5,860 |
Long-term deferred rent and other liabilities | (303) | (539) | (48) |
Net cash provided by (used in) operating activities | 84,324 | (6,743) | 12,051 |
Cash flows from investing activities | |||
Purchases of property and equipment | (1,465) | (4,190) | (1,636) |
Purchases of marketable securities | (67,929) | (92,655) | (63,124) |
Maturities of marketable securities | 80,057 | 91,585 | 0 |
Sales of marketable securities | 27,208 | 0 | 0 |
Net cash (used in) provided by investing activities | 37,871 | (5,260) | (64,760) |
Cash flows from financing activities | |||
Proceeds from exercise of stock options | 1,705 | 889 | 303 |
Deferred offering costs paid | (1,457) | 0 | 0 |
Proceeds from borrowing on convertible notes | 50,000 | 0 | 0 |
Net cash provided by financing activities | 50,248 | 889 | 303 |
Effect of foreign exchange rate changes on cash and cash equivalents | 73 | (34) | 0 |
Net (decrease) increase in cash and cash equivalents | 172,516 | (11,148) | (52,406) |
Cash and cash equivalents | |||
Beginning of year | 63,318 | 74,466 | 126,872 |
End of year | 235,834 | 63,318 | 74,466 |
Supplemental cash flow data | |||
Cash paid for income taxes | 14 | 9 | 16 |
Purchases of property and equipment not yet settled | 0 | 0 | 210 |
Stock-based compensation capitalized to internal use software | 81 | 80 | 59 |
Deferred offering costs included in accounts payable and accrued expenses and other accrued liabilities | 1,749 | 0 | 120 |
Landlord funded leasehold incentives | $ 0 | $ 5,658 | $ 0 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1. Description of Business Poshmark, Inc. (the Company) was incorporated in the state of Delaware with headquarters in Redwood City, California, and has wholly-owned subsidiaries based in Chennai, India, Vancouver, Canada, and New South Wales, Australia. The Company is a social marketplace that combines the human connection of a physical shopping experience with the scale, reach, ease, and selection benefits of eCommerce. In doing so, the Company brings the power of community to buying and selling online. Pairing technology with the inherent human desire to socialize, the Company creates passion and personal connections among users. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. Since inception, the Company has incurred net losses. During the year ended December 31, 2020, the Company generated net income of $16.8 million. At December 31, 2020, the Company had an accumulated deficit of $126.5 million. The Company has historically financed its operations primarily through the issuance and sale of redeemable convertible preferred stock and through the issuance of convertible debt. While the Company believes that its current cash, cash equivalents, and marketable securities are adequate to meet its needs for a one-year period from the date these consolidated financial statements are issued, the Company may need to borrow funds or raise additional equity to achieve its longer-term business objectives. Initial Public Offering The Company’s registration statement on Form S-1 (IPO Registration Statement) related to its initial public offering (IPO) was declared effective by the SEC on January 13, 2021, and the Company’s Class A common stock began trading on the Nasdaq Global Select Market on January 14, 2021. On January 19, 2021, the Company completed its IPO, in which the Company issued and sold 6,600,000 shares of its Class A common stock at the public offering price of $42.00 per share, . The Company received net proceeds of $292.0 million after deducting underwriting discounts and commissions and estimated offering expenses. In connection with the IPO: • all 52,286,631 shares of the Company’s outstanding redeemable convertible preferred stock automatically converted into an equivalent number of shares of Class B common stock on a one-to-one basis; and • convertible notes with an aggregate principal amount of $50.0 million automatically converted into 1,400,560 shares of our Class A common stock at a conversion price equal to 85% of the IPO price of $42.00 per share. • redeemable convertible preferred stock warrants amounting to 85,583 automatically converted into Class B common stock warrants. Prior to the IPO, deferred offering costs, which consist of direct incremental legal, accounting, and consulting fees relating to the IPO, were capitalized in prepaid expenses and other current assets on the consolidated balance sheets. Upon completion of the IPO, $4.5 million of deferred offering costs were reclassified into additional paid-in capital and accounted for as a reduction of the IPO proceeds in the consolidated balance sheets |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Basis of Presentation The consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. For the foreign subsidiaries where the local currency is the functional currency, translation adjustments of foreign currency financial statements into U.S. dollars are recorded as a separate component of accumulated other comprehensive income (loss). Foreign currency transaction gains and losses have not been material for all periods presented . Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include the fair value of financial instruments, capitalization and estimated useful life of internal-use software, allowance for expected chargeback losses, estimates related to credits, incentives and refunds issued to customers, valuation of the convertible notes, valuation of the redeemable convertible preferred stock warrant liability, stock-based compensation, valuation of the Company’s common stock during periods prior to the Company's IPO, and valuation of deferred income tax assets and the uncertain tax position. To the extent there are material differences between these estimates, judgments or assumptions and actual results, the consolidated financial statements will be affected. The World Health Organization declared in March 2020 that the recent outbreak of the coronavirus disease (COVID-19) constituted a pandemic. The COVID-19 pandemic has caused general business disruption worldwide beginning in January 2020. The global impact of COVID-19 continues to rapidly evolve, and the Company will continue to monitor the situation and the effects on its business and operations closely. The Company does not yet know the full extent of potential impacts on its business or operations or on the global economy as a whole, particularly if the COVID-19 pandemic continues and persists for an extended period of time. Given the uncertainty, the Company cannot reasonably estimate the impact on its future results of operations, cash flows, or financial condition. As of the date of issuance of the consolidated financial statements, the Company is not aware of any specific event or circumstance that would require it to update its estimates, judgments or the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s consolidated financial statements. Segment Information The Company’s Chief Executive Officer is the Company’s Chief Operating Decision Maker (CODM). The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it has one operating segment and one reporting unit. Revenue Recognition The Company recognizes revenue when it satisfies its performance obligations. The Company considers both sellers and buyers to be customers. The Company generates revenue from sellers for fees earned when sellers sell items they have listed on the Company’s platform to buyers. The Company generates revenue from buyers for fees earned when they purchase shipping labels used for delivery of the items purchased. The Company periodically reassesses its revenue recognition policies as new offerings become material, and business models evolve. The Company recognizes revenue net of estimated returns and cancellations based on its historical experience. Transactions may be cancelled by a buyer or seller in certain circumstances. The Company enters into the Terms of Service (TOS) with buyers and sellers to use the Company’s technology platform. The TOS governs these parties’ use of the platform, including payment terms for the buyer and the seller and services to be provided by the Company. Under the TOS, upon the buyer’s purchase from the seller, the Company, buyer, and seller are committed to perform and enforceable rights and obligations are established. Sellers Sellers are able to list their items for sale on the Company’s platform at no charge. The Company charges a fee upon the sale of items listed on its platform. The fee is a fixed dollar amount for orders under a certain value, and a fixed percentage of the final sales price of the item for orders greater than that. The service the Company provides to sellers includes the facilitation of the sale of their items as well as certain ancillary activities such as payment processing and authentication (for luxury items). These activities comprise a single performance obligation to sellers, which is to facilitate the sale of the listed items between sellers and buyers on the Company’s platform (sale facilitation). The Company evaluates the presentation of revenue from sellers on a gross or net basis based on whether it acts as a principal or an agent in the sale of listed items between sellers and buyers. The Company does not control the listed items at any time prior to the transfer of such items to buyers. The Company acts as an agent in facilitating the sale of items from sellers to buyers by allowing them to connect and interact on the Company’s platform. The Company is not primarily responsible for fulfillment of purchased items, does not have inventory risk, and does not set the price for the listed item. As such, the Company reports revenue from sellers on a net basis to reflect the fees received from sellers. Revenue is recognized at the point in time the Company satisfies its performance obligation to facilitate the sale of a listed item. This occurs when both the seller and the buyer agree to a sale and the payment is processed on the Company’s platform. For luxury items authenticated by the Company, sale facilitation revenue is recognized when the Company authenticates and arranges for shipment of the items to the buyer, as this is the point in time a sale is finalized and the Company has satisfied its performance obligation. Buyers When a sale is finalized, the buyer purchases a shipping label from United States Postal Service (USPS), through the Poshmark platform. The Company emails the shipping label to the seller and the seller ships the item to the buyer through the shipping provider, USPS. The Company does not purchase the shipping label on behalf of the buyer until after the buyer has purchased an item and has remitted payment. As a result, the Company has one performance obligation to buyers, which is to facilitate the sale of shipping labels to buyers for delivery of items purchased on the Company’s platform (shipping facilitation). The Company evaluates the presentation of revenue from buyers on a gross or net basis based on whether it acts as a principal or an agent in shipment of listed items between sellers and buyers. The Company does not control the shipping service, which is provided by the shipping provider. The Company is not primarily responsible for shipping and it does not assume any of the risks for the items shipped such as risk of damage or loss during shipping. The Company acts as an agent of the buyer in facilitating the shipping. As such, the Company reports revenue on a net basis which is the difference between the shipping fee paid by the buyer and the cost of shipping labels paid to the shipping provider. Revenue from shipping facilitation is recognized upon transfer of the shipping label to the seller on behalf of the buyer. The Company estimates chargebacks based on historical collectability rates. The Company records a reserve for chargebacks in accrued expenses and other accrued liabilities with an offset to general and administrative expenses. Chargebacks have not been material for all periods presented. Sales tax and other amounts collected on behalf of third parties are excluded from the transaction price. Incentives Under the referral program, an existing user (the referrer) earns an incentive (Posh Credit) when a new user (the referee) first buys an item on the Company’s platform. Posh Credits are not redeemable for cash and can only be applied for purchases on the Company’s platform. The Company records the incentive to the referrer, which is in exchange for a distinct referral service, as a liability at the time the incentive is earned by the referrer with a corresponding charge recorded to marketing expense in the consolidated statements of operations. Credits and incentives issued to existing users for referring new users are contingent upon a new user completing an initial purchase on the Company’s platform and represent an incremental cost of obtaining a contract with a customer. The Company expenses such new user referral incentives as marketing expense when the referral incentives are earned because the amortization period would be one year or less. The Company has several buyer incentive programs, which are offered to encourage buyer activity on the Company’s platform. These promotions reduce the fees for shipping facilitation charged by the Company. Accordingly, the Company records these incentives as a reduction to revenue from the buyer when the incentive is used by the buyer. Amounts in excess of cumulative shipping facilitation revenue earned are presented as marketing expense in the consolidated statements of operations. The Company participates in certain joint incentive programs with sellers that are recorded as a reduction to the fees received from the seller. The Company may elect to issue incentives to buyers for customer satisfaction purposes or for refunds. These incentives (which are in the form of Posh Credits) can be applied towards future orders and, thereby, results in a reduced fee earned by the Company from the buyer, or redeemable credits that can also be redeemed for cash. In cases where the seller performed as required by the Company’s TOS, the Company reduces shipping facilitation revenue earned on the transaction and any cumulative revenue earned from the same buyer for Posh Credits and redeemable credits granted. If the amount of the incentive exceeds cumulative revenues from the buyer, then the excess is presented as operations and support expense in the consolidated statements of operations. If refunds are provided in a case where the seller did not perform and the amount cannot be recovered from the seller, the refund is presented as a reduction of revenue. Referral incentives, joint incentives, refunds and buyer incentives are recorded in the consolidated statements of operations as follows for the periods indicated (in thousands): Year Ended December 31, 2018 2019 2020 Reduction to net revenue $ 2,152 $ 4,748 $ 6,149 Operations and support 4,325 5,020 6,574 Marketing 4,327 7,421 8,177 $ 10,804 $ 17,189 $ 20,900 Cost of Net Revenue Cost of net revenue consists of costs associated with credit card processing, order transaction fees and hosting expenses associated with operating the Company’s platform. Cost of net revenue does not include depreciation and amortization. Operations and Support Operations and support expense primarily consists of personnel-related compensation costs, including stock-based compensation, incurred in providing support to users of the Company’s platform including authentication services that the Company provides. This expense also includes postage and shipping costs that the Company incurs primarily from order losses and cancellations, and credits and incentives issued to buyers for customer satisfaction purposes in excess of shipping facilitation revenue. Research and Development Research and development expense primarily consists of compensation expenses for engineering, product development, and design employees, including stock-based compensation, expenses associated with ongoing improvements to, and maintenance and testing of the Company’s platform including website, mobile apps, and other products. Research and development expenses are expensed as incurred. Marketing Marketing expense primarily consists of expenses associated with personnel-related compensation costs, including stock-based compensation, and other costs related to public relations, marketing events known as Posh Parties, and business development. These expenses also include promotional credits and incentives issued to buyers to encourage buyer activity on the platform in excess of shipping facilitation revenue, and costs of referral incentives for new user acquisition. User acquisition costs primarily consist of costs associated with acquiring new users by advertising on channels such as Google, Facebook, Instagram and television. Television and radio advertising costs are initially capitalized and subsequently expensed when the advertisement first airs. Advertising costs are expensed as incurred or the first time the advertisement takes place. Advertising expenses were $76.5 million, $114.1 million and $73.7 million for the years ended December 31, 2018, 2019 and 2020, respectively. General and Administrative General and administrative expense consists primarily of employee related costs including stock-based compensation for those employees associated with executive management and administrative services such as legal, human resources, information technology, accounting, and finance, and all related costs associated with the Company’s facilities such as rent and office administration. These expenses also include certain third-party consulting services, facilities, information technology shared services, meals and other corporate costs not allocated to other expense categories. Cash and Cash Equivalents Cash and cash equivalents consist of cash held in checking and savings accounts as well as investments in money market funds and commercial paper with maturities of ninety days or less. The Company considers all highly-liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents as these are readily convertible to known amounts of cash and so near their maturity that they present an insignificant risk of changes in the value. Amounts receivable from credit card processors of approximately $7.3 million and $3.8 million as of December 31, 2019 and December 31, 2020, respectively, are also considered cash equivalents because they are both short-term and highly-liquid in nature and are typically converted to cash approximately three to five business days from the date of the underlying transaction. Marketable Securities The Company has investments in various marketable securities which are classified as available for sale. The Company determines the appropriate classification of marketable securities at the time of purchase and reevaluates such determination at each balance sheet date. The investments are adjusted for amortization of premiums and discounts to maturity and such amortization is included in interest income in the consolidated statements of operations. The investments are classified as current based on the nature of the investments and their availability for use in current operations. Unrealized gains or losses are recorded, net of estimated taxes, in accumulated other comprehensive income (loss), a component of stockholders’ deficit. Realized gains and losses are recognized upon sale and are included in interest income in the consolidated statements of operations. The cost of securities sold is based on the specific-identification method. The Company periodically evaluates its investments for impairment due to declines in market value considered to be “other-than-temporary.” This evaluation consists of several qualitative and quantitative factors, including the Company’s ability and intent to hold the investment until a forecasted recovery occurs, as well as any decline in the investment quality of the security and the severity and duration of the unrealized loss. In the event of a determination that a decline in market value is other-than-temporary, the Company will recognize an impairment loss, and a new cost basis in the investment will be established. For the years ended December 31, 2018, 2019 and 2020, the Company has not recorded any impairment losses related to its marketable securities. Property and Equipment, net Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the respective assets. Repair and maintenance costs are expensed as incurred. Leasehold improvements and landlord funded leasehold incentives are recorded at cost and are amortized over the shorter of the remaining operating lease term or the useful lives of the assets. The amortization of these assets is included in depreciation expense in the consolidated financial statements. The estimated useful lives of property and equipment are as follows: Useful Life (in years) Computer equipment and software, including internal use software 3 Furniture and fixtures 5 Leasehold improvements Shorter of lease term or estimated useful life Internal Use Software The Company capitalizes certain costs associated with website development and software for internal use. The costs incurred in the preliminary stages of website and software development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental and deemed by management to be significant, are capitalized and amortized on a straight-line basis over the estimated life of the asset. Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software that result in added functionality which are capitalized and amortized over their estimated useful lives. Capitalized costs are included in property and equipment, net on the consolidated balance sheets. Impairment of Long-Lived Assets The Company reviews its long-lived assets, comprised primarily of property and equipment, for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of these assets is measured by comparing the carrying amounts to the future undiscounted cash flows these assets are expected to generate. If the total of the future undiscounted cash flows are less than the carrying amount of an asset, an impairment charge is recorded for the amount by which the carrying amount of the asset exceeds the fair value. The Company has determined that there were no events or changes in circumstances that indicated its long-lived assets were impaired during the years ended December 31, 2018, 2019 and 2020. Redeemable Convertible Preferred Stock Warrant Liability Freestanding warrants to purchase shares of redeemable convertible preferred stock are classified as liabilities on the consolidated balance sheets at their estimated fair value because the underlying shares of redeemable convertible preferred stock are contingently redeemable and, therefore, may obligate the Company to transfer assets at some point in the future. Warrants to purchase shares of redeemable convertible preferred stock are recorded at fair value upon issuance and remeasured to fair value at each reporting period through other expense, net in the consolidated statements of operations. The redeemable convertible preferred stock warrant liability will continue to be adjusted for changes in fair value until the earlier of the expiration or exercise of the warrants. In the event that the warrants become warrants on common stock, the Company will reassess the warrants to determine if they are eligible for equity classification and no further remeasurement to fair value is required. Upon the closing of an underwritten public offering of common stock under the Securities Act of 1933 in which the valuation of the common stock immediately prior to such offering is equal to (x) the quotient of (a) at least $1.1 billion, divided by (b) the total number of shares of common stock outstanding on a fully diluted basis, and (y) the gross proceeds to the Company are not less than $120 million, or upon approval of holders of a majority of the outstanding redeemable convertible preferred stock, or upon approval of holders of a majority of the outstanding redeemable convertible preferred stock (Qualified IPO), the warrants become exercisable for shares of common stock and the Company will reassess the classification of the warrants to determine whether they will be eligible to be reclassified into additional paid-in capital. Fair Value of Financial Instruments The Company measures its financial assets and liabilities at fair value at each reporting date using a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs that are used to measure fair value: Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Other inputs that are directly or indirectly observable in the market. Level 3—Unobservable inputs that are supported by little or no market activity. The carrying value of cash equivalents, accounts payable, funds payable to customers, accrued expenses and other current liabilities approximate their fair value due to their short period of receipt of payment and expected settlement. Refer to Note 4 for information regarding the fair value of the Company’s marketable securities. The fair value of the redeemable convertible preferred stock warrant liability was estimated using a hybrid between a probability-weighted expected return method (PWERM) and option pricing model (OPM), estimating the probability weighted value across multiple scenarios, while using an OPM to estimate the allocation of value within one or more of these scenarios. The significant unobservable inputs into the valuation model used to estimate the fair value of the redeemable convertible preferred stock warrants include the timing of potential events, such as a Qualified IPO and other liquidity events and their probability of occurring, the selection of guideline public company multiples, a discount for the lack of marketability of the preferred and common stock, the projected future cash flows, and the discount rate used to calculate the present-value of the estimated equity value allocated to each share class. The convertible notes are classified within Level 3 of the fair value hierarchy as they do not trade in liquid markets and as such, model inputs cannot generally be verified and do involve significant management judgment. Valuation models require a variety of inputs, including contractual terms, scenario weighting, yield curves, and credit spreads. The convertible notes were valued using a scenario-based discounted cash flow analysis. Three primary scenarios were considered and probability weighted to arrive at the valuation conclusion for each convertible note. The first scenario considers the value impact of conversion at the stated discount into conversion shares upon a Qualified IPO, while the second and third scenarios consider the value impact of redemption at the stated applicable premium. As of the issuance date of the convertible notes, an implied yield was calculated such that the probability weighted value of the convertible notes was equal to the principal investment amount. The average implied yield of previously issued convertible notes was carried forward and used as the primary discount rate for subsequent valuation dates. Funds Payable to Customers Funds payable represents amounts payable to customers upon their request and are comprised of redeemable balances due to sellers based on completed transactions, redeemable credits granted to customers and funds held on behalf of the buyers for unsettled transactions for orders placed through the Company’s platform. Leases The Company leases office space under non-cancelable operating lease agreements. Certain of these arrangements have free rent, escalating rent payment provisions, and landlord funded leasehold incentives. Rent expense is recorded on a straight-line basis over the lease term. If a lease provides for fixed escalations of the minimum rental payments, the difference between the straight-line rent charged to expense and the amount payable under the lease is recorded as deferred rent in accrued expenses and other current liabilities, and other liabilities. Landlord funded leasehold incentives are recorded as deferred rent in accrued expenses and other current liabilities, and long-term portion of deferred rent and other liabilities and are recognized as an offset to rent expense using the straight-line method over the lease term. Stock-Based Compensation The Company has granted stock-based awards consisting of stock options and RSUs to employees and consultants. RSUs vest upon the satisfaction of both time-based service and performance-based conditions. The time-based vesting condition for the majority of these awards is satisfied over four years. The performance-based vesting condition is satisfied upon the occurrence of a qualifying event, which is generally defined as a change in control transaction or the effective date of a Qualified IPO. Because no qualifying event has occurred, the Company has not recognized any stock-based compensation expense for the RSUs. In the period in which the Company’s qualifying event is probable, the Company will record a cumulative one-time stock-based compensation expense determined using the grant-date fair values and the accelerated attribution method. Stock-based compensation related to remaining time-based service after the qualifying event will be recorded over the remaining requisite service period using the accelerated attribution method. RSUs granted after the performance condition occurs will continue to be measured using the grant date fair values and will be amortized on a straight-line basis over the service period. Stock-based compensation expense for employee stock options is measured based on the grant-date fair value of the awards and is recognized in the consolidated statements of operations on a straight-line basis over the requisite service period, net of forfeitures. Forfeitures are recognized as they occur. The Company estimates the fair value of stock options granted to employees and directors using the Black-Scholes option-pricing model. The Black-Scholes model considers several variables and assumptions in estimating the fair value of stock-based awards. These variables include: • per share fair value of the underlying common stock; • exercise price; • expected term; • risk-free interest rate; • expected annual dividend yield; and • expected stock price volatility over the expected term. For all stock options granted, the expected term is calculated using the simplified method. The Company has no publicly available stock information and, therefore, uses the historical volatility of the stock price of similar publicly traded peer companies to estimate volatility of equity awards granted. The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues similar in duration to the expected term of the equity-settled award. The fair value of the shares of common stock underlying the stock options has historically been determined by the board of directors as there was no public market for the common stock. The board of directors determines the fair value of the Company’s common stock by considering a number of objective and subjective factors including: contemporaneous third-party valuations of the Company’s common stock, the valuation of comparable companies, sales of redeemable convertible preferred stock to unrelated third-parties, the Company’s operating and financial performance, the lack of liquidity of common stock, and general and industry specific economic outlook, amongst other factors. Deferred Offering Costs Deferred offering costs, which consist of direct incremental legal, consulting, banking and accounting fees relating to anticipated equity offerings, are capitalized as non-current assets and will be offset against proceeds upon the consummation of the offerings within stockholders’ deficit. In the event an anticipated offering is terminated or significantly delayed, deferred offering costs will be immediately expensed as part of general and administrative expenses. There were no capitalized deferred offering costs recorded as of December 31, 2019. As of December 31, 2020, there was $3.2 million of capitalized deferred offering costs included in other assets on the consolidated balance sheet. Convertible Notes As permitted under ASC 825, Financial Instruments (ASC 825), the Company has elected the fair value option to account for its convertible notes that were issued in September of 2020. In accordance with ASC 825, the Company records its convertible notes at fair value with changes in fair value recorded in the consolidated statement of operations in other expense, net, with the exception of changes in fair value due to instrument-specific credit risk which are required to be recognized in accumulated other comprehensive income (loss), a component of stockholders’ deficit. As a result of applying the fair value option, direct costs and fees related to the convertible notes were recognized in other expense, net, as incurred and were not deferred. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to apply to taxable income for the years in which differences are expected to reverse. The Company recognizes the effect on deferred income taxes of a change in tax rates in the period that includes the enactment date. The Company records a valuation allowance to reduce its deferred tax assets to the net amount that it believes is more-likely-than-not to be realized. Management considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing tax planning strategies in assessing the need for a valuation allowance. The Company accounts for uncertainty in income taxes in accordance with accounting guidance on income taxes. The guidance provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. The calculation of the tax liabilities involves dealing with uncertainties in the application of complex tax law and regulations in a multitude of jurisdictions. The Company recognizes potential liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on an estimate of whether, and the extent to which, additional taxes and interest will be due. If an estimate of income tax liabilities proves to be less than the actual amount ultimately assessed, a further charge to expense would be required. If the payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when they determine the liabilities no longer exist. The Company recognizes interest and penalties related to unrecogn |
Supplemental Financial Statemen
Supplemental Financial Statement Information | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Supplemental Financial Statement Information | 3. Cash Equivalents and Marketable Securities The following tables summarize the cost or amortized cost, gross unrealized gains, gross unrealized losses and fair value of the cash equivalents and marketable securities as of December 31, 2019 and 2020 (in thousands): December 31, 2019 Cost or Amortized Unrealized Estimated Fair Cost Gains Losses Value Cash equivalents (1) Money market funds $ 6,609 $ — $ — $ 6,609 Marketable securities Commercial paper 26,502 — — 26,502 Corporate bonds 12,623 6 — 12,629 U.S. Treasury securities 26,382 33 — 26,415 Total $ 72,116 $ 39 $ — $ 72,155 (1) Included in cash and cash equivalents on the consolidated balance sheet as of December 31, 2019. December 31, 2020 Cost or Amortized Unrealized Estimated Fair Cost Gains Losses Value Cash equivalents (1) Money market funds $ 46,436 $ — $ — $ 46,436 Marketable securities Commercial paper 6,090 — — 6,090 Corporate bonds 4,972 1 (2 ) 4,971 U.S. Treasury securities 15,176 1 — 15,177 Total $ 72,674 $ 2 $ (2 ) $ 72,674 (1) Included in cash and cash equivalents on the consolidated balance sheet as of December 31, 2020. The weighted-average remaining maturity of the marketable securities was less than one year as of December 31, 2019 and 2020. As of December 31, 2019 and 2020, no individual security incurred continuous unrealized losses for greater than twelve months. Property and Equipment, Net Property and equipment, net consisted of the following as of the dates indicated (in thousands): December 31, 2019 December 31, 2020 Computer equipment and software $ 1,004 $ 1,254 Developed website and software 3,254 4,381 Furniture and fixtures 1,423 1,430 Leasehold improvements and incentives 7,262 7,277 Total property and equipment, gross 12,943 14,342 Less accumulated depreciation (3,098 ) (5,895 ) Property and equipment, net $ 9,845 $ 8,447 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of the dates indicated (in thousands): December 31, 2019 December 31, 2020 Accrued advertising $ 10,817 $ 8,489 Accrued sales tax 7,320 8,073 Accrued compensation and benefits 4,097 6,842 Other accrued and other current liabilities 10,582 12,455 Accrued expenses and other current liabilities $ 32,816 $ 35,859 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. The following tables set forth the financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy as of December 31, 2019 and 2020 (in thousands): December 31, 2019 Level 1 Level 2 Level 3 Total Assets Cash equivalents (1) Money market funds $ 6,609 $ — $ — $ 6,609 Marketable securities Commercial paper — 26,502 — 26,502 Corporate bonds — 12,629 — 12,629 U.S. Treasury securities — 26,415 — 26,415 Total $ 6,609 $ 65,546 $ — $ 72,155 Liabilities Redeemable convertible preferred stock warrant liability $ — $ — $ 1,221 $ 1,221 (1) Included in cash and cash equivalents on the consolidated balance sheet as of December 31, 2019. December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents (1) Money market funds $ 46,436 $ — $ — $ 46,436 Marketable securities Commercial paper — 6,090 — 6,090 Corporate bonds — 4,971 — 4,971 U.S. Treasury securities — 15,177 — 15,177 Total $ 46,436 $ 26,238 $ — $ 72,674 Liabilities Convertible notes $ — $ — $ 55,421 $ 55,421 Redeemable convertible preferred stock warrant liability — — 3,494 3,494 Total $ — $ — $ 58,915 $ 58,915 (1) Included in cash and cash equivalents on the consolidated balance sheet as of December 31, 2020. There were no transfers of financial assets or liabilities into or out of Level 1, Level 2 or Level 3 for the years ended December 31, 2019 and 2020. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5. Commitments and Contingencies Operating Leases As of December 31, 2020, the Company’s future minimum lease payments under non-cancelable operating leases are as follows (in thousands): 2021 $ 5,200 2022 5,776 2023 5,893 2024 2,662 Total minimum lease payments $ 19,531 For the years ended December 31, 2018, 2019 and 2020, rent expense was $2.5 million, $3.3 million and $3.9 million, respectively. The Company has entered into various non-cancelable operating lease agreements for certain offices with contractual lease periods expiring between 2021 and 2024. Under the terms of certain leases, the Company is committed to pay for certain taxes, insurance, maintenance and management expenses. Certain of these arrangements have free rent periods or escalating rent payment provisions, and the Company recognizes rent expense under such arrangements on a straight-line basis. Purchase Commitments As of December 31, 2020, the Company has non-cancelable contractual commitments of $9.7 million for network and cloud services in the ordinary course of business with varying expiration terms through October 31, 2022. Litigation and Loss Contingencies The Company accrues estimates for resolution of legal and other contingencies when losses are probable and estimable. From time to time, the Company may become a party to litigation and subject to claims incident to the ordinary course of business, including intellectual property claims, labor and employment claims, and threatened claims, breach of contract claims, tax and other matters. The Company currently has no material pending litigation as of December 31, 2019 and 2020. Indemnifications The Company enters into indemnification provisions under agreements with other parties in the ordinary course of business, including business partners, investors, contractors and the Company’s officers, directors and certain employees. The Company has agreed to indemnify and defend the indemnified party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claim because of the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, losses recorded in the consolidated statements of operations in connection with the indemnification provisions have not been material. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | 6. Redeemable convertible preferred stock as of December 31, 2019 and 2020, consists of the following (in thousands, except share and per share data): Shares Authorized Shares Issued and Outstanding Liquidation Preference Issue Price per Share Carrying Value Series A 9,482,060 9,441,596 $ 3,500 $ 0.37 $ 3,454 Series B 9,127,794 9,102,206 12,450 $ 1.37 12,394 Series B-1 3,952,429 3,952,429 6,265 $ 1.59 6,223 Series C 9,781,013 9,761,482 24,989 $ 2.56 24,936 Series C-1 9,578,544 9,578,544 25,000 $ 2.61 24,897 Series D 10,450,382 10,450,374 87,500 $ 8.37 84,271 52,372,222 52,286,631 $ 159,704 $ 156,175 The holders of redeemable convertible preferred stock have various rights and preferences as follows: Redemption The holders of the Company’s redeemable convertible preferred stock have no voluntary rights to redeem shares. A liquidation or winding up of the Company, a change in control, or a sale of substantially all of the Company’s assets would constitute a redemption event, which may be outside of the Company’s control. Accordingly, these shares are considered contingently redeemable and are classified as temporary equity on the consolidated balance sheets. Voting Each share of redeemable convertible preferred stock has voting rights equal to an equivalent number of shares of common stock into which it is convertible. Such holder has full voting rights and powers equal to the voting rights and powers of the holders of common stock, and is entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Company, and is entitled to vote, together with holders of common stock, with respect to any question upon which holders of common stock have the right to vote, except as required by law. Dividends The holders of Series A, B, B-1, C, C-1 and D redeemable convertible preferred stock are entitled to receive noncumulative dividends at the per annum rate of $0.0297, $0.1094, $0.1268, $0.2048, $0.2088 and $0.6698, respectively, when and if declared by the board of directors. The holders of redeemable convertible preferred stock are entitled to participate in dividends on common stock, when and if declared by the board of directors, based on the number of shares of common stock held on an as-converted basis. No dividends on redeemable convertible preferred stock or common stock have been declared by the Company’s board of directors from inception through December 31, 2020. Election of the Board of Directors For so long as at least 25% of the initially issued shares of Series A, Series B, Series C-1, and Series D redeemable convertible preferred stock remain outstanding (as adjusted for stock splits, stock dividends, recapitalizations and the like), the holders of record of the shares of the Series A, Series B, Series C-1, and Series D redeemable convertible preferred stock, exclusively and as a separate class, are entitled to elect one director of the Company. Liquidation In the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the holders of redeemable convertible preferred stock are entitled to receive on pari passu basis, an amount equal to the original issue price for such series of preferred stock, plus any declared but unpaid dividends prior and in preference to any distribution or payment to the holders of common stock. All remaining assets will then be distributed pro rata to holders of common stock. If the Company does not have enough assets and funds legally available for distribution to meet this requirement, all of the Company’s assets and funds available will be distributed ratably among the holders of redeemable convertible preferred stock in proportion to the preferential amount per share each such holder is otherwise entitled to receive. A liquidation event includes a sale, transfer or license of all or substantially all of its assets, a merger or consolidation with another entity, the transfer of 50 % or more of its voting stock, or a liquidation, dissolution or winding up of the Company. Conversion Each share of preferred stock is convertible, at the option of the holder, into the number of fully paid and non-assessable shares of common stock on a one-for-one basis. The conversion prices of the redeemable convertible preferred stock will be adjusted for specified dilutive issuances, stock splits, combinations, and non-cash dividends. The outstanding shares of redeemable convertible preferred stock automatically convert into common stock immediately upon the closing of a Qualified IPO and on January 19, 2021, the outstanding redeemable convertible preferred stock converted into shares of Class B common stock |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock Warrants | 7. Redeemable Convertible Preferred Stock Warrants Warrants to purchase the Company’s redeemable convertible preferred stock as of December 31, 2019 and 2020, consists of the following: Issuance Date Expiration Date Issue Price per Share Number of Shares Class of Shares December 1, 2011 December 1, 2021 $ 0.37 40,464 Series A May 10, 2013 May 10, 2023 $ 1.37 25,588 Series B May 22, 2015 May 22, 2025 $ 2.56 19,531 Series C The following represent the changes in the liability relating to the redeemable convertible preferred stock warrants (in thousands): Balance as of January 1, 2018 $ 308 Change in fair value 438 Balance as of December 31, 2018 746 Change in fair value 475 Balance as of December 31, 2019 1,221 Change in fair value 2,273 Balance as of December 31, 2020 $ 3,494 Refer to Note 2 for discussion of the significant inputs used to determine the fair value of the redeemable convertible preferred stock warrants. On January 19, 2021, u pon the closing of the IPO, 85,583 redeemable convertible preferred stock warrants automatically converted into common stock warrants and all of the warrants were exercised in February 2021. . |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes | 8. On September 15, 2020, the Company entered into the Senior Unsecured Convertible Promissory Note Purchase Agreement (the Note Purchase Agreement) for the issuance of an aggregate of $50.0 million principal amount of senior unsecured convertible promissory notes (the Convertible Notes). The convertible notes do not accrue interest, except during the existence of an event of default related to non-payment of the obligations under the convertible notes at maturity or upon acceleration. Then at the option of the holders of the convertible notes, during the existence of such default, the outstanding principal amount shall bear an interest rate equal to 20% per annum. Upon a qualifying IPO of the common stock of the Company, the convertible notes will convert into shares of the Company’s common stock, subject to an applicable discount factor, which is expressed as a percentage which varies based on the period in which the conversion takes place (the Discount Factor), as follows: • Prior to the first anniversary of September 15, 2020 (the “Issuance Date”), 85%; • After the first anniversary but prior to the second anniversary of the Issuance Date, 80%; • On or after the second anniversary of the Issuance Date, 75%. In addition, upon the consummation of certain change of control events, the Company would be required to prepay the convertible notes at par plus an applicable premium. Unless earlier converted or redeemed, the convertible notes will mature on September 14, 2023. The convertible notes may not be voluntarily redeemed by the Company prior to the maturity date. If the convertible notes are not converted or redeemed prior to the maturity date, the Company must pay the noteholders an exit fee equal to 33.3% of the outstanding principal balance of the convertible notes at maturity. If the convertible notes are accelerated following the occurrence and during the continuance of a standard event of default, the outstanding obligations under the convertible notes will be accelerated, and the Company will be required to pay an applicable premium. Under the terms of the convertible notes, the Company is subject to certain covenants that restrict its ability to incur indebtedness or liens or other encumbrances, consummate a merger or acquisition, make certain dividends, distributions or other payments in respect of equity interests, engage in transactions with affiliates, make investments or consummate asset sales, in each case, subject to certain exclusions and exceptions. As permitted under ASC 825, Financial Instruments, (ASC 825), the Company has elected the fair value option to account for the convertible notes, with changes in fair value recorded through the Company’s consolidated statements of operations as other expense, net, in each reporting period, with the exception of changes in fair value due to the instrument-specific credit risk which are required to be recognized in accumulated other comprehensive income (loss), a component of stockholders’ deficit. As a result of applying the fair value option, direct costs and fees related to the convertible notes of $0.3 million were recognized in other expense, net, as incurred and were not deferred as of December 31, 2020. The fair value of the convertible notes as of December 31, 2020, was $55.4 million, and the contractual principal balance as of December 31, 2020 was $50.0 million. Fair value adjustments for the year ended December 31, 2020 were $5.4 million, which included a $1.6 million adjustment to other comprehensive income (loss) attributed to changes in instrument-specific credit risk and a $3.8 million charge to other expense, net. The change related to instrument-specific credit risk was primarily caused by an increase in credit rating yield for comparable companies during the year ended December 31, 2020. The estimated fair value of the convertible notes as of December 31, 2020 was determined using various inputs, including the interest rate of 0%, an expected term for each potential liquidity scenario and the present value of expected future cash flows using a discount rate of 28.4%. The Company issued 1,400,560 shares of common stock to the holders of the convertible notes at the closing of the Company’s IPO. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2020 | |
Common Stock [Abstract] | |
Common Stock | 9. Common Stock Common stock reserved for future issuance was as follows as of December 31, 2020: December 31, 2020 Conversion of redeemable convertible preferred stock 52,286,631 Conversion of convertible notes (1) 1,400,560 Warrants to purchase redeemable convertible preferred stock 85,583 Options and RSUs issued and outstanding 10,087,056 Options and RSUs available for future grants 450,010 Total 64,309,840 (1) Calculated as $50.0 million in principal, convertible at 85% of the $42.00 per share of common stock from the Company’s IPO |
Stock-based Compensation Plan
Stock-based Compensation Plan | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation Plan | 10. 2011 Stock Option and Grant Plan In 2011, the Company adopted the 2011 Stock Option and Grant Plan (the Plan). The Plan provides for the granting of stock options and restricted shares to employees and non-employees (consultants) of the Company. Options granted under the Plan may be either incentive stock options or non-qualified stock options. Incentive stock options (ISO) may be granted only to the Company’s employees (including officers and directors who are also employees). Non-qualified stock options (NSO) may be granted to the Company’s employees and consultants. Options issued under the Plan are granted at an exercise price of not less than 100% of the fair market value per share of the common stock on the grant date as determined by the board of directors. Options generally vest with respect to 25% of the shares one year after the options’ vesting commencement date, and the remainder vest in equal monthly installments over the following 36 months. Options have a maximum term of ten years. In the event of voluntary or involuntary termination of employment with the Company for any reason, with or without cause, all unvested options are forfeited and all vested options must be exercised within a 90-day period or they become forfeited, although the board of directors can approve an extension of the exercise period beyond the 90-day limit. The following table summarizes option activity under the Plan: Outstanding Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value (In Thousands) Balances at December 31, 2019 8,523,616 $ 4.68 7.3 $ 88,249 Granted 195,556 21.03 Exercised (750,919 ) 2.27 Forfeited and cancelled (307,467 ) 10.57 Balances at December 31, 2020 7,660,786 $ 5.09 6.4 $ 282,735 Vested and expected to vest as of December 31, 2020 7,660,786 $ 5.09 6.4 $ 282,735 Vested and exercisable as of December 31, 2020 5,461,469 $ 3.44 5.8 $ 210,621 The stock price per share that was used to determine the aggregate intrinsic value of outstanding stock options as of December 31, 2018, 2019 and 2020 was $10.77, $15.03 and $42.00, respectively. As of December 31, 2020, the stock price per share that was used to determine both the vested and expected to vest options and vested and exercisable options was $42.00. The fair value of the shares of common stock underlying the stock options has historically been determined by the board of directors as there was no public market for the common stock. The board of directors determines the fair value of the Company’s common stock by considering a number of objective and subjective factors including: contemporaneous third-party valuations of the Company’s common stock, the valuation of comparable companies, sales of redeemable convertible preferred stock to unrelated third-parties, the Company’s operating and financial performance, the lack of liquidity of common stock, and general and industry specific economic outlook, amongst other factors. The weighted-average fair value of stock options granted was $5.37, $6.23 and $10.21 for the years ended December 31, 2018, 2019 and 2020, respectively. The total intrinsic value of options exercised during the years ended December 31, 2018, 2019 and 2020 was $2.7 million, $12.2 million and $18.7 million, respectively. As of December 31, 2020, the total unrecognized stock-based compensation cost related to unvested options outstanding was $12.6 million, to be recognized over a weighted-average period of 2.1 years. Option to Purchase Common Stock The Company previously issued an option to purchase 206,500 shares of the Company’s common stock to a non-employee service provider outside of the Plan with an exercise price of $0.41 per share, which expires in November 2023 Restricted Stock Units RSUs issued under the Plan vest upon the satisfaction of both time-based service and performance-based conditions. The performance-based vesting condition is satisfied upon the occurrence of a qualifying event, which is generally defined as a change in control transaction or the effective date of a Qualified IPO. RSUs granted to newly hired employees typically vest 25 % on the first Company-established vest date after the first anniversary of the employee’s date of hire and ratably each quarter over the ensuing 12-quarter period for purposes of the service condition. The maximum term for RSUs granted under the Plan will not exceed seven years from the date of grant. The following table summarizes RSU activity under the Plan: Number of Shares Weighted- Average Grant Date Fair Value Nonvested as of December 31, 2019 294,277 $ 14.98 Granted 1,991,227 20.83 Vested — — Forfeited and cancelled (65,734 ) 15.79 Nonvested as of December 31, 2020 2,219,770 $ 20.20 As of December 31, 2020, the Company concluded that the liquidity event performance condition described above for the RSUs was not probable of being satisfied at such time. As a result, the Company did not recognize any compensation cost during the year ended December 31, 2020 for any RSUs granted. The liquidity event performance condition was satisfied on January 14, 2021, the effective date of the Company’s IPO. Stock-Based Compensation The assumptions used to value stock options granted for the periods indicated were as follows: Year Ended December 31, 2018 2019 2020 Expected dividend yield — — — Expected volatility 39.7% - 41.8% 39.7% - 46.2% 51.8% Risk-free rate 2.7% - 3.0% 1.7% - 2.6% 0.5% Expected term (in years) 5.9 - 6.1 5.4 - 6.1 6.1 Stock-based compensation expense is recorded in the consolidated statements of operations as follows for the periods indicated (in thousands): Year Ended December 31, 2018 2019 2020 Operations and support $ 250 $ 689 $ 686 Research and development 775 3,017 2,571 Marketing 400 1,306 1,321 General and administrative 1,181 4,675 3,381 Total $ 2,606 $ 9,687 $ 7,959 In February 2019, a select group of employees entered into secondary sale agreements to sell 1,090,562 shares of common stock to new and existing stockholders of the Company at a purchase price of $17.00 per share, for an aggregate purchase price of $18.5 million. The purchase price was in excess of the fair value of such shares. As a result, during the year ended December 31, 2019, the Company recorded the excess of the purchase price above fair value of $2.4 million as stock-based compensation expense. In August 2020, a select group of employees entered into secondary sale agreements to sell 647,802 shares of common stock to existing stockholders of the Company at a purchase price of $22.50 per share, for an aggregate purchase price of $14.6 million. The purchase price was in excess of the fair value of such shares. As a result, during the year ended December 31, 2020, the Company recorded the excess of the purchase price above fair value of $1.0 million as stock-based compensation expense. |
Net Income (Loss) Per Share Att
Net Income (Loss) Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share Attributable to Common Stockholders | 11. The following table sets forth the computation of basic and diluted net income (loss) per share for the periods indicated (in thousands, except share and per share data): Year Ended December 31, 2018 2019 2020 Numerator: Net (loss) income $ (14,475 ) $ (48,692 ) $ 16,845 Less: Undistributed earnings attributable to participating securities — — (12,776 ) Net (loss) income attributable to common stockholders, basic and diluted (14,475 ) (48,692 ) 4,069 Denominator: Weighted-average number of shares used in computing net (loss) income per share, basic 11,215 12,151 12,550 Dilutive effect of assumed conversion of options to purchase common stock — — 5,773 Weighted-average number of shares used in computing net (loss) income per share, diluted 11,215 12,151 18,323 Net (loss) income per share attributable to common stockholders, basic $ (1.29 ) $ (4.01 ) $ 0.32 Net (loss) income per share attributable to common stockholders, diluted $ (1.29 ) $ (4.01 ) $ 0.22 As of December 31, 2019 and 2020, 0.3 million and 2.2 million RSUs, respectively, were not assessed for inclusion in diluted net income per share and as such, any potential antidilutive shares were excluded from the table below because they are subject to performance conditions that were not achieved as of such date. As of December 31, 2020, convertible notes to be settled in 1.4 million shares of Class A common stock were excluded from the table below because they are subject to non-market based contingency that were not achieved as of such date. The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net (loss) income per share for the dates indicated because including them would have had an anti-dilutive effect (in thousands): Year Ended December 31, 2018 2019 2020 Redeemable convertible preferred stock (on as if-converted basis) 52,287 52,287 52,287 Warrants to purchase redeemable convertible preferred stock 86 86 86 Stock options 7,479 8,730 — Total 59,852 61,103 52,373 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. The components of the income (loss) before provision for income taxes are as follows for the periods indicated (in thousands): Year Ended December 31, 2018 2019 2020 Domestic $ (14,693 ) $ (48,856 ) $ 17,013 Foreign 309 338 489 Total $ (14,384 ) $ (48,518 ) $ 17,502 The components of the provision for income taxes for the periods indicated are as follows (in thousands): Year Ended December 31, 2018 2019 2020 Current: Federal $ — $ — $ — State 1 1 499 Foreign 90 173 158 Total current 91 174 657 Deferred: Federal — — — State — — — Foreign — — — Total deferred — — — Provision for income taxes $ 91 $ 174 $ 657 The Company is subject to income taxes in the United States, Canada, and India. The Company’s effective tax rate and provision for income taxes increased from the calendar year ended December 31, 2019, to the calendar year ended December 31, 2020, primarily due to state income taxes. The difference between income taxes computed at the statutory federal income tax rate and the provision for income taxes is attributable to the following (in thousands): Year Ended December 31, 2018 2019 2020 Income tax benefit at federal statutory rate $ (3,021 ) $ (10,189 ) $ 3,676 State and local taxes, net of federal benefit (317 ) (2,004 ) (206 ) Stock-based compensation 401 (69 ) (399 ) Change in valuation allowance 3,112 11,989 (3,335 ) Research and development credits (228 ) (334 ) (413 ) Non-deductible professional fees — 294 — Convertible notes obligations — — 1,192 Other 144 487 142 Provision for income taxes $ 91 $ 174 $ 657 The significant components of the deferred tax assets and liabilities as of the periods indicated were as follows (in thousands): Year Ended December 31, 2018 2019 2020 Deferred tax assets Net operating loss carryforwards $ 18,445 $ 28,297 $ 22,673 Tax credits carryforwards 1,516 2,190 2,764 Non-deductible accrued expenses 1,064 3,109 4,086 Stock-based compensation 225 781 1,732 Other, net 70 224 202 Total deferred tax assets 21,320 34,601 31,457 Less valuation allowance (20,559 ) (32,549 ) (29,215 ) Total net deferred tax assets 761 2,052 2,242 Deferred tax liabilities State tax credit carryforwards (163 ) (224 ) (258 ) Depreciation and amortization (49 ) (1,623 ) (1,480 ) ASC 606 tax impact - 481(a) adjustment (549 ) (205 ) (102 ) Convertible notes — — (402 ) Total deferred tax liabilities (761 ) (2,052 ) (2,242 ) Net deferred tax assets (liabilities) $ — $ — $ — The Company believes that, based on a number of factors, the available objective evidence creates sufficient uncertainty regarding the realizability of the deferred tax assets such that a valuation allowance has been recorded. These factors include the Company’s history of net losses since its inception. Due to the Company’s history of losses it is more likely than not that its deferred tax assets will not be realized as of December 31, 2020. While there was a pretax profit in the current year which resulted in the realization of some of its deferred tax assets, the Company does not believe that there is objectively verifiable evidence to support the release of the remaining valuation allowance. The Company will continue to review on a quarterly basis our conclusions about the appropriate amount of the valuation allowance. If the Company continues to generate profits in 2021 and beyond, its U.S. valuation allowance position could be reversed in the foreseeable future. The Company expects a benefit to be recorded in the period the valuation allowance reversal is recorded and a higher effective tax rate in periods following the valuation allowance reversal. Accordingly, the Company has established a full valuation allowance on its net deferred tax assets. The valuation allowance increased by $3.1 million and $12.0 million during the years ended December 31, 2018 and 2019, respectively, primarily due to U.S. federal and state tax losses and credits incurred during the period. The valuation allowance decreased by $3.3 million during the year ended December 31, 2020 primarily due to U.S. federal and state tax losses and credits utilized during the period. The following is a summary of the net operating loss carryforwards at December 31, 2020 (in thousands): Expiration Gross Carryforward Tax Effected Federal net operating loss carryforwards 2031 - 2037 $ 35,156 $ 7,383 2018 Federal net operating loss carryforwards Indefinite $ 50,914 10,692 State net operating loss carryforwards 2026 - 2039 $ 69,240 4,598 Total net operating loss carryforwards $ 22,673 In the event the Company experiences an ownership change within the meaning of Section 382 of the Internal Revenue Code (IRC), the Company’s ability to utilize net operating losses, tax credits and other tax attributes may be limited. The most recent analysis of the Company’s historical ownership changes was completed through December 31, 2020. Based on the analysis, the Company does not anticipate a current limitation on the tax attributes. The Company also has research credit carryforwards of $3.1 million and $2.5 million for federal and state income tax purposes, respectively. The federal credit carryforward will begin to expire in 2031. The state research tax credits have no expiration date. The Company provides U.S. income taxes on the earnings of foreign subsidiaries, unless the subsidiaries’ earnings are considered indefinitely reinvested outside the U.S. As of December 31, 2020, there is no U.S. income tax impact of undistributed earnings from its foreign subsidiaries because such earnings have already been subject to U.S. tax under the mandatory deemed repatriation and global intangible low-tax income (GILTI). Any untaxed amount would not result in any material liability since they would be offset by federal and state net operating losses. The Company considers all undistributed earnings of foreign subsidiaries indefinitely reinvested outside the United States. A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows (in thousands): Year Ended December 31, 2018 2019 2020 Beginning balance $ 1,049 $ 1,516 $ 2,190 Gross increase for tax positions of current year 467 626 807 Gross increase for tax positions of prior years — 48 — Ending balance $ 1,516 $ 2,190 $ 2,997 As of December 31, 2020, the unrecognized tax benefit of $3.0 million, if recognized, will not affect the Company’s effective tax rate as these unrecognized tax benefits would increase deferred tax assets which are subject to a full valuation allowance. During the years ended December 31, 2018, 2019 and 2020, the Company did not recognize any accrued interest and penalties related to uncertain tax positions. The amount of unrecognized tax benefits relating to the Company tax positions is subject to change based on future events including, but not limited to, the settlements of ongoing audits and/or the expiration of applicable statutes of limitations. Although the outcomes and timing of such events are highly uncertain, the Company does not anticipate any significant changes in the balance of gross unrecognized tax benefits over the next 12 months. The Company is subject to taxation in the United States and various state and foreign jurisdictions. Earnings from non-U.S. activities are subject to local country income tax. The material jurisdictions in which the Company is subject to potential examination by taxing authorities include the United States and California. The Company remains subject to possible examination in various other jurisdictions that are not expected to result in material tax adjustments. On March 27, 2020, the President of the United States signed into law the Coronavirus Aid, Relief, and Economic Security Act (H.R. 748) (the Cares Act). Among the changes to the U.S. federal income tax rules, the Cares Act, restores net operating loss carryback that were eliminated by 2017 tax reform and increases the limit on the deduction for net interest expense. The tax provisions included within the CARES Act have been implemented in the determination of the Company’s income tax provision. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plans | 13. The Company has a 401(k) retirement and savings plan made available to all United States employees. The 401(k) plan allows each participant to contribute up to an amount not to exceed an annual statutory maximum. The Company may, at its discretion, make matching contributions to the 401(k) plan. The Company is responsible for the administrative costs of the 401(k) plan and has not made any contributions to the 401(k) plan for all periods presented. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. For the years ended December 31, 2018, 2019 and 2020, the Company purchased healthcare services in the amount of $0.4 million, $1.4 million and $1.4 million, respectively, from certain entities affiliated with Jeffrey Epstein, a director of the Company. Mr. Epstein serves as a member of the board of directors of Kaiser Permanente , a healthcare services provider . As of December 31, 201 9 and 20 20 , $ 0.1 million each remained outstanding and is included in accounts payable on the accompanying consolidated balance sheets. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Initial Public Offering On January 19, 2021, the Company completed its IPO. For details of this event, refer to Note 1 – Organization – Initial Public Offering. Through December 31, 2020, no stock-based compensation expense had been recognized for RSUs with a liquidity event performance condition, as such qualifying event was not probable. Upon the Company's IPO, the liquidity event performance condition was met and $14.5 million of stock-based compensation expense will be recognized related to these RSUs in the Company’s financial statements for the three months ended Stock-Based Awards In January 2021, the Company granted options with a fair value of $0.5 million and RSUs with a fair value of $0.5 million in aggregate to the Company’s six non-employee directors and that are subject to a service-based vesting condition, which is satisfied on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual stockholders’ meeting. If the next annual stockholders’ meeting is less than one year from our IPO, such options and RSUs will be prorated based on the number of calendar days served from the IPO until the date of the next annual stockholders’ meeting. The exercise price of the options is $42.00, the offering price of the Company’s IPO. In addition, the Company granted 82,573 RSUs with a grant date fair value of $42.00. The RSUs are subject to both a service-based vesting condition, which is generally satisfied over four years, and a liquidity event-related performance vesting condition. In March 2021, the Company granted 45,327 RSUs with a weighted-average grant date fair value of $68.73. The RSUs are subject to a service-based vesting condition, which is generally satisfied over four years. 2021 Equity Plans In January 2021, the Company’s stockholders approved the Company’s 2021 Equity Incentive Plan, or the 2021 Plan, which took effect upon the execution of the underwriting agreement for the Company’s IPO in January 2021. The Plan is intended as the successor to and continuation of the 2011 Equity Incentive Plan. In January 2021, the Company’s stockholders approved the 2021 Employee Stock Purchase Plan (ESPP) Plan. The 2021 ESPP became effective upon the execution of the underwriting agreement for the Company’s IPO in January 2021. Under the 2021 ESPP, the Company will make one or more offerings to its employees to purchase shares under the ESPP. The first offering will begin and end on dates to be determined by the plan administrator. As of the date of this Annual Report on Form 10-K, no offering periods have commenced. The Company has initially reserved 2,000,000 shares of Class A common stock for issuance under the 2021 ESPP. The reserve will automatically increase on January 1st of each calendar year for a period of up to ten years, commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to the lesser of (1) 1% of the total number of shares of Class A and Class B common stock outstanding on December 31st of the preceding fiscal year, (2) 3,000,000 shares of Class A common stock, and (3) a number of shares determined by our compensation committee. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. For the foreign subsidiaries where the local currency is the functional currency, translation adjustments of foreign currency financial statements into U.S. dollars are recorded as a separate component of accumulated other comprehensive income (loss). Foreign currency transaction gains and losses have not been material for all periods presented . |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include the fair value of financial instruments, capitalization and estimated useful life of internal-use software, allowance for expected chargeback losses, estimates related to credits, incentives and refunds issued to customers, valuation of the convertible notes, valuation of the redeemable convertible preferred stock warrant liability, stock-based compensation, valuation of the Company’s common stock during periods prior to the Company's IPO, and valuation of deferred income tax assets and the uncertain tax position. To the extent there are material differences between these estimates, judgments or assumptions and actual results, the consolidated financial statements will be affected. The World Health Organization declared in March 2020 that the recent outbreak of the coronavirus disease (COVID-19) constituted a pandemic. The COVID-19 pandemic has caused general business disruption worldwide beginning in January 2020. The global impact of COVID-19 continues to rapidly evolve, and the Company will continue to monitor the situation and the effects on its business and operations closely. The Company does not yet know the full extent of potential impacts on its business or operations or on the global economy as a whole, particularly if the COVID-19 pandemic continues and persists for an extended period of time. Given the uncertainty, the Company cannot reasonably estimate the impact on its future results of operations, cash flows, or financial condition. As of the date of issuance of the consolidated financial statements, the Company is not aware of any specific event or circumstance that would require it to update its estimates, judgments or the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s consolidated financial statements. |
Segment Information | Segment Information The Company’s Chief Executive Officer is the Company’s Chief Operating Decision Maker (CODM). The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it has one operating segment and one reporting unit. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when it satisfies its performance obligations. The Company considers both sellers and buyers to be customers. The Company generates revenue from sellers for fees earned when sellers sell items they have listed on the Company’s platform to buyers. The Company generates revenue from buyers for fees earned when they purchase shipping labels used for delivery of the items purchased. The Company periodically reassesses its revenue recognition policies as new offerings become material, and business models evolve. The Company recognizes revenue net of estimated returns and cancellations based on its historical experience. Transactions may be cancelled by a buyer or seller in certain circumstances. The Company enters into the Terms of Service (TOS) with buyers and sellers to use the Company’s technology platform. The TOS governs these parties’ use of the platform, including payment terms for the buyer and the seller and services to be provided by the Company. Under the TOS, upon the buyer’s purchase from the seller, the Company, buyer, and seller are committed to perform and enforceable rights and obligations are established. Sellers Sellers are able to list their items for sale on the Company’s platform at no charge. The Company charges a fee upon the sale of items listed on its platform. The fee is a fixed dollar amount for orders under a certain value, and a fixed percentage of the final sales price of the item for orders greater than that. The service the Company provides to sellers includes the facilitation of the sale of their items as well as certain ancillary activities such as payment processing and authentication (for luxury items). These activities comprise a single performance obligation to sellers, which is to facilitate the sale of the listed items between sellers and buyers on the Company’s platform (sale facilitation). The Company evaluates the presentation of revenue from sellers on a gross or net basis based on whether it acts as a principal or an agent in the sale of listed items between sellers and buyers. The Company does not control the listed items at any time prior to the transfer of such items to buyers. The Company acts as an agent in facilitating the sale of items from sellers to buyers by allowing them to connect and interact on the Company’s platform. The Company is not primarily responsible for fulfillment of purchased items, does not have inventory risk, and does not set the price for the listed item. As such, the Company reports revenue from sellers on a net basis to reflect the fees received from sellers. Revenue is recognized at the point in time the Company satisfies its performance obligation to facilitate the sale of a listed item. This occurs when both the seller and the buyer agree to a sale and the payment is processed on the Company’s platform. For luxury items authenticated by the Company, sale facilitation revenue is recognized when the Company authenticates and arranges for shipment of the items to the buyer, as this is the point in time a sale is finalized and the Company has satisfied its performance obligation. Buyers When a sale is finalized, the buyer purchases a shipping label from United States Postal Service (USPS), through the Poshmark platform. The Company emails the shipping label to the seller and the seller ships the item to the buyer through the shipping provider, USPS. The Company does not purchase the shipping label on behalf of the buyer until after the buyer has purchased an item and has remitted payment. As a result, the Company has one performance obligation to buyers, which is to facilitate the sale of shipping labels to buyers for delivery of items purchased on the Company’s platform (shipping facilitation). The Company evaluates the presentation of revenue from buyers on a gross or net basis based on whether it acts as a principal or an agent in shipment of listed items between sellers and buyers. The Company does not control the shipping service, which is provided by the shipping provider. The Company is not primarily responsible for shipping and it does not assume any of the risks for the items shipped such as risk of damage or loss during shipping. The Company acts as an agent of the buyer in facilitating the shipping. As such, the Company reports revenue on a net basis which is the difference between the shipping fee paid by the buyer and the cost of shipping labels paid to the shipping provider. Revenue from shipping facilitation is recognized upon transfer of the shipping label to the seller on behalf of the buyer. The Company estimates chargebacks based on historical collectability rates. The Company records a reserve for chargebacks in accrued expenses and other accrued liabilities with an offset to general and administrative expenses. Chargebacks have not been material for all periods presented. Sales tax and other amounts collected on behalf of third parties are excluded from the transaction price. Incentives Under the referral program, an existing user (the referrer) earns an incentive (Posh Credit) when a new user (the referee) first buys an item on the Company’s platform. Posh Credits are not redeemable for cash and can only be applied for purchases on the Company’s platform. The Company records the incentive to the referrer, which is in exchange for a distinct referral service, as a liability at the time the incentive is earned by the referrer with a corresponding charge recorded to marketing expense in the consolidated statements of operations. Credits and incentives issued to existing users for referring new users are contingent upon a new user completing an initial purchase on the Company’s platform and represent an incremental cost of obtaining a contract with a customer. The Company expenses such new user referral incentives as marketing expense when the referral incentives are earned because the amortization period would be one year or less. The Company has several buyer incentive programs, which are offered to encourage buyer activity on the Company’s platform. These promotions reduce the fees for shipping facilitation charged by the Company. Accordingly, the Company records these incentives as a reduction to revenue from the buyer when the incentive is used by the buyer. Amounts in excess of cumulative shipping facilitation revenue earned are presented as marketing expense in the consolidated statements of operations. The Company participates in certain joint incentive programs with sellers that are recorded as a reduction to the fees received from the seller. The Company may elect to issue incentives to buyers for customer satisfaction purposes or for refunds. These incentives (which are in the form of Posh Credits) can be applied towards future orders and, thereby, results in a reduced fee earned by the Company from the buyer, or redeemable credits that can also be redeemed for cash. In cases where the seller performed as required by the Company’s TOS, the Company reduces shipping facilitation revenue earned on the transaction and any cumulative revenue earned from the same buyer for Posh Credits and redeemable credits granted. If the amount of the incentive exceeds cumulative revenues from the buyer, then the excess is presented as operations and support expense in the consolidated statements of operations. If refunds are provided in a case where the seller did not perform and the amount cannot be recovered from the seller, the refund is presented as a reduction of revenue. Referral incentives, joint incentives, refunds and buyer incentives are recorded in the consolidated statements of operations as follows for the periods indicated (in thousands): Year Ended December 31, 2018 2019 2020 Reduction to net revenue $ 2,152 $ 4,748 $ 6,149 Operations and support 4,325 5,020 6,574 Marketing 4,327 7,421 8,177 $ 10,804 $ 17,189 $ 20,900 |
Cost of Net Revenue | Cost of Net Revenue Cost of net revenue consists of costs associated with credit card processing, order transaction fees and hosting expenses associated with operating the Company’s platform. Cost of net revenue does not include depreciation and amortization. |
Operations and Support | Operations and Support Operations and support expense primarily consists of personnel-related compensation costs, including stock-based compensation, incurred in providing support to users of the Company’s platform including authentication services that the Company provides. This expense also includes postage and shipping costs that the Company incurs primarily from order losses and cancellations, and credits and incentives issued to buyers for customer satisfaction purposes in excess of shipping facilitation revenue. |
Research and Development | Research and Development Research and development expense primarily consists of compensation expenses for engineering, product development, and design employees, including stock-based compensation, expenses associated with ongoing improvements to, and maintenance and testing of the Company’s platform including website, mobile apps, and other products. Research and development expenses are expensed as incurred. |
Marketing | Marketing Marketing expense primarily consists of expenses associated with personnel-related compensation costs, including stock-based compensation, and other costs related to public relations, marketing events known as Posh Parties, and business development. These expenses also include promotional credits and incentives issued to buyers to encourage buyer activity on the platform in excess of shipping facilitation revenue, and costs of referral incentives for new user acquisition. User acquisition costs primarily consist of costs associated with acquiring new users by advertising on channels such as Google, Facebook, Instagram and television. Television and radio advertising costs are initially capitalized and subsequently expensed when the advertisement first airs. Advertising costs are expensed as incurred or the first time the advertisement takes place. Advertising expenses were $76.5 million, $114.1 million and $73.7 million for the years ended December 31, 2018, 2019 and 2020, respectively. |
General and Administrative | General and Administrative General and administrative expense consists primarily of employee related costs including stock-based compensation for those employees associated with executive management and administrative services such as legal, human resources, information technology, accounting, and finance, and all related costs associated with the Company’s facilities such as rent and office administration. These expenses also include certain third-party consulting services, facilities, information technology shared services, meals and other corporate costs not allocated to other expense categories. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash held in checking and savings accounts as well as investments in money market funds and commercial paper with maturities of ninety days or less. The Company considers all highly-liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents as these are readily convertible to known amounts of cash and so near their maturity that they present an insignificant risk of changes in the value. Amounts receivable from credit card processors of approximately $7.3 million and $3.8 million as of December 31, 2019 and December 31, 2020, respectively, are also considered cash equivalents because they are both short-term and highly-liquid in nature and are typically converted to cash approximately three to five business days from the date of the underlying transaction. |
Marketable Securities | Marketable Securities The Company has investments in various marketable securities which are classified as available for sale. The Company determines the appropriate classification of marketable securities at the time of purchase and reevaluates such determination at each balance sheet date. The investments are adjusted for amortization of premiums and discounts to maturity and such amortization is included in interest income in the consolidated statements of operations. The investments are classified as current based on the nature of the investments and their availability for use in current operations. Unrealized gains or losses are recorded, net of estimated taxes, in accumulated other comprehensive income (loss), a component of stockholders’ deficit. Realized gains and losses are recognized upon sale and are included in interest income in the consolidated statements of operations. The cost of securities sold is based on the specific-identification method. The Company periodically evaluates its investments for impairment due to declines in market value considered to be “other-than-temporary.” This evaluation consists of several qualitative and quantitative factors, including the Company’s ability and intent to hold the investment until a forecasted recovery occurs, as well as any decline in the investment quality of the security and the severity and duration of the unrealized loss. In the event of a determination that a decline in market value is other-than-temporary, the Company will recognize an impairment loss, and a new cost basis in the investment will be established. For the years ended December 31, 2018, 2019 and 2020, the Company has not recorded any impairment losses related to its marketable securities. |
Property and Equipment, net | Property and Equipment, net Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the respective assets. Repair and maintenance costs are expensed as incurred. Leasehold improvements and landlord funded leasehold incentives are recorded at cost and are amortized over the shorter of the remaining operating lease term or the useful lives of the assets. The amortization of these assets is included in depreciation expense in the consolidated financial statements. The estimated useful lives of property and equipment are as follows: Useful Life (in years) Computer equipment and software, including internal use software 3 Furniture and fixtures 5 Leasehold improvements Shorter of lease term or estimated useful life |
Internal Use Software | Internal Use Software The Company capitalizes certain costs associated with website development and software for internal use. The costs incurred in the preliminary stages of website and software development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental and deemed by management to be significant, are capitalized and amortized on a straight-line basis over the estimated life of the asset. Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software that result in added functionality which are capitalized and amortized over their estimated useful lives. Capitalized costs are included in property and equipment, net on the consolidated balance sheets. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets, comprised primarily of property and equipment, for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of these assets is measured by comparing the carrying amounts to the future undiscounted cash flows these assets are expected to generate. If the total of the future undiscounted cash flows are less than the carrying amount of an asset, an impairment charge is recorded for the amount by which the carrying amount of the asset exceeds the fair value. The Company has determined that there were no events or changes in circumstances that indicated its long-lived assets were impaired during the years ended December 31, 2018, 2019 and 2020. |
Redeemable Convertible Preferred Stock Warrant Liability | Redeemable Convertible Preferred Stock Warrant Liability Freestanding warrants to purchase shares of redeemable convertible preferred stock are classified as liabilities on the consolidated balance sheets at their estimated fair value because the underlying shares of redeemable convertible preferred stock are contingently redeemable and, therefore, may obligate the Company to transfer assets at some point in the future. Warrants to purchase shares of redeemable convertible preferred stock are recorded at fair value upon issuance and remeasured to fair value at each reporting period through other expense, net in the consolidated statements of operations. The redeemable convertible preferred stock warrant liability will continue to be adjusted for changes in fair value until the earlier of the expiration or exercise of the warrants. In the event that the warrants become warrants on common stock, the Company will reassess the warrants to determine if they are eligible for equity classification and no further remeasurement to fair value is required. Upon the closing of an underwritten public offering of common stock under the Securities Act of 1933 in which the valuation of the common stock immediately prior to such offering is equal to (x) the quotient of (a) at least $1.1 billion, divided by (b) the total number of shares of common stock outstanding on a fully diluted basis, and (y) the gross proceeds to the Company are not less than $120 million, or upon approval of holders of a majority of the outstanding redeemable convertible preferred stock, or upon approval of holders of a majority of the outstanding redeemable convertible preferred stock (Qualified IPO), the warrants become exercisable for shares of common stock and the Company will reassess the classification of the warrants to determine whether they will be eligible to be reclassified into additional paid-in capital. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures its financial assets and liabilities at fair value at each reporting date using a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs that are used to measure fair value: Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Other inputs that are directly or indirectly observable in the market. Level 3—Unobservable inputs that are supported by little or no market activity. The carrying value of cash equivalents, accounts payable, funds payable to customers, accrued expenses and other current liabilities approximate their fair value due to their short period of receipt of payment and expected settlement. Refer to Note 4 for information regarding the fair value of the Company’s marketable securities. The fair value of the redeemable convertible preferred stock warrant liability was estimated using a hybrid between a probability-weighted expected return method (PWERM) and option pricing model (OPM), estimating the probability weighted value across multiple scenarios, while using an OPM to estimate the allocation of value within one or more of these scenarios. The significant unobservable inputs into the valuation model used to estimate the fair value of the redeemable convertible preferred stock warrants include the timing of potential events, such as a Qualified IPO and other liquidity events and their probability of occurring, the selection of guideline public company multiples, a discount for the lack of marketability of the preferred and common stock, the projected future cash flows, and the discount rate used to calculate the present-value of the estimated equity value allocated to each share class. The convertible notes are classified within Level 3 of the fair value hierarchy as they do not trade in liquid markets and as such, model inputs cannot generally be verified and do involve significant management judgment. Valuation models require a variety of inputs, including contractual terms, scenario weighting, yield curves, and credit spreads. The convertible notes were valued using a scenario-based discounted cash flow analysis. Three primary scenarios were considered and probability weighted to arrive at the valuation conclusion for each convertible note. The first scenario considers the value impact of conversion at the stated discount into conversion shares upon a Qualified IPO, while the second and third scenarios consider the value impact of redemption at the stated applicable premium. As of the issuance date of the convertible notes, an implied yield was calculated such that the probability weighted value of the convertible notes was equal to the principal investment amount. The average implied yield of previously issued convertible notes was carried forward and used as the primary discount rate for subsequent valuation dates. |
Funds Payable to Customers | Funds Payable to Customers Funds payable represents amounts payable to customers upon their request and are comprised of redeemable balances due to sellers based on completed transactions, redeemable credits granted to customers and funds held on behalf of the buyers for unsettled transactions for orders placed through the Company’s platform. |
Leases | Leases The Company leases office space under non-cancelable operating lease agreements. Certain of these arrangements have free rent, escalating rent payment provisions, and landlord funded leasehold incentives. Rent expense is recorded on a straight-line basis over the lease term. If a lease provides for fixed escalations of the minimum rental payments, the difference between the straight-line rent charged to expense and the amount payable under the lease is recorded as deferred rent in accrued expenses and other current liabilities, and other liabilities. Landlord funded leasehold incentives are recorded as deferred rent in accrued expenses and other current liabilities, and long-term portion of deferred rent and other liabilities and are recognized as an offset to rent expense using the straight-line method over the lease term. |
Stock-Based Compensation | Stock-Based Compensation The Company has granted stock-based awards consisting of stock options and RSUs to employees and consultants. RSUs vest upon the satisfaction of both time-based service and performance-based conditions. The time-based vesting condition for the majority of these awards is satisfied over four years. The performance-based vesting condition is satisfied upon the occurrence of a qualifying event, which is generally defined as a change in control transaction or the effective date of a Qualified IPO. Because no qualifying event has occurred, the Company has not recognized any stock-based compensation expense for the RSUs. In the period in which the Company’s qualifying event is probable, the Company will record a cumulative one-time stock-based compensation expense determined using the grant-date fair values and the accelerated attribution method. Stock-based compensation related to remaining time-based service after the qualifying event will be recorded over the remaining requisite service period using the accelerated attribution method. RSUs granted after the performance condition occurs will continue to be measured using the grant date fair values and will be amortized on a straight-line basis over the service period. Stock-based compensation expense for employee stock options is measured based on the grant-date fair value of the awards and is recognized in the consolidated statements of operations on a straight-line basis over the requisite service period, net of forfeitures. Forfeitures are recognized as they occur. The Company estimates the fair value of stock options granted to employees and directors using the Black-Scholes option-pricing model. The Black-Scholes model considers several variables and assumptions in estimating the fair value of stock-based awards. These variables include: • per share fair value of the underlying common stock; • exercise price; • expected term; • risk-free interest rate; • expected annual dividend yield; and • expected stock price volatility over the expected term. For all stock options granted, the expected term is calculated using the simplified method. The Company has no publicly available stock information and, therefore, uses the historical volatility of the stock price of similar publicly traded peer companies to estimate volatility of equity awards granted. The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues similar in duration to the expected term of the equity-settled award. The fair value of the shares of common stock underlying the stock options has historically been determined by the board of directors as there was no public market for the common stock. The board of directors determines the fair value of the Company’s common stock by considering a number of objective and subjective factors including: contemporaneous third-party valuations of the Company’s common stock, the valuation of comparable companies, sales of redeemable convertible preferred stock to unrelated third-parties, the Company’s operating and financial performance, the lack of liquidity of common stock, and general and industry specific economic outlook, amongst other factors. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs, which consist of direct incremental legal, consulting, banking and accounting fees relating to anticipated equity offerings, are capitalized as non-current assets and will be offset against proceeds upon the consummation of the offerings within stockholders’ deficit. In the event an anticipated offering is terminated or significantly delayed, deferred offering costs will be immediately expensed as part of general and administrative expenses. There were no capitalized deferred offering costs recorded as of December 31, 2019. As of December 31, 2020, there was $3.2 million of capitalized deferred offering costs included in other assets on the consolidated balance sheet. |
Convertible Notes | Convertible Notes As permitted under ASC 825, Financial Instruments (ASC 825), the Company has elected the fair value option to account for its convertible notes that were issued in September of 2020. In accordance with ASC 825, the Company records its convertible notes at fair value with changes in fair value recorded in the consolidated statement of operations in other expense, net, with the exception of changes in fair value due to instrument-specific credit risk which are required to be recognized in accumulated other comprehensive income (loss), a component of stockholders’ deficit. As a result of applying the fair value option, direct costs and fees related to the convertible notes were recognized in other expense, net, as incurred and were not deferred. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to apply to taxable income for the years in which differences are expected to reverse. The Company recognizes the effect on deferred income taxes of a change in tax rates in the period that includes the enactment date. The Company records a valuation allowance to reduce its deferred tax assets to the net amount that it believes is more-likely-than-not to be realized. Management considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing tax planning strategies in assessing the need for a valuation allowance. The Company accounts for uncertainty in income taxes in accordance with accounting guidance on income taxes. The guidance provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. The calculation of the tax liabilities involves dealing with uncertainties in the application of complex tax law and regulations in a multitude of jurisdictions. The Company recognizes potential liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on an estimate of whether, and the extent to which, additional taxes and interest will be due. If an estimate of income tax liabilities proves to be less than the actual amount ultimately assessed, a further charge to expense would be required. If the payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when they determine the liabilities no longer exist. The Company recognizes interest and penalties related to unrecognized tax benefits within the provision for income taxes line in the consolidated statements of operations. Accrued interest and penalties are included within the long-term portion of deferred rent and other liabilities line on the consolidated balance sheets. |
Concentrations of Risk | Concentrations of Risk The Company currently uses one carrier to handle all shipments, two gateways to process payments and one third-party vendor to host the Company’s information technology environment. A significant disruption in the operations of one of more of these vendors could have an adverse effect on the Company’s business, financial condition, and results of operations. The majority of the Company’s cash and cash equivalents are held by one high-credit quality financial institution within the United States with balances maintained in excess of the FDIC insurance limits. No customer accounted for 10% or more of the Company’s net revenue as of and for the years ended December 31, 2018, 2019 and 2020. |
Net Income (Loss) Per Share Attributable to Common Stockholders | Net Income (Loss) Per Share Attributable to Common Stockholders The Company follows the two-class method when computing net income (loss) per common share when shares are issued that meet the definition of participating securities. The two-class method determines net income (loss) per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s redeemable convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in the Company’s losses. The holders of redeemable convertible preferred stock are entitled to participate in noncumulative dividends on common stock at the rate of 8% of the applicable original issue price per share per annum based on the number of shares of common stock held on an as-converted basis. No dividends on redeemable convertible preferred stock or common stock have been declared by the Company’s board of directors for the year ended December 31, 2020. In accordance with ASC 260, Earnings Per Share, undistributed earnings allocated to holders of redeemable convertible preferred stock are subtracted from net income in determining net income attributable to common stockholders. Basic net income (loss) per share is computed by dividing net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding. For periods in which the Company reports net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders because potentially dilutive shares of common stock are not assumed to have been issued if their effect is anti-dilutive. |
JOBS Act Accounting Election | JOBS Act Accounting Election The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Targeted Improvements – Leases (Topic 842) In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This standard amended guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For available for sale debt securities, credit losses will be presented as an allowance rather than as a write-down. In November 2019, the FASB issued ASU 2019-10, amending the effective dates. This new standard will be effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years , with early adoption permitted. The Company is currently assessing the impact of adopting this standard on its consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract This new standard will be effective for the Company for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years, with e In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes This new standard will be effective for the Company for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). This standard eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. Additionally, the amended guidance requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. This new standard will be effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years using the fully retrospective or modified retrospective method |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Referral Incentives, Joint Incentives, Refunds and Buyer Incentives Recorded in Consolidated Statements of Operations | Referral incentives, joint incentives, refunds and buyer incentives are recorded in the consolidated statements of operations as follows for the periods indicated (in thousands): Year Ended December 31, 2018 2019 2020 Reduction to net revenue $ 2,152 $ 4,748 $ 6,149 Operations and support 4,325 5,020 6,574 Marketing 4,327 7,421 8,177 $ 10,804 $ 17,189 $ 20,900 |
Summary of Estimated Useful Lives of Property and Equipment | The estimated useful lives of property and equipment are as follows: Useful Life (in years) Computer equipment and software, including internal use software 3 Furniture and fixtures 5 Leasehold improvements Shorter of lease term or estimated useful life |
Supplemental Financial Statem_2
Supplemental Financial Statement Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Fair Value of Cash Equivalents and Marketable Securities | The following tables summarize the cost or amortized cost, gross unrealized gains, gross unrealized losses and fair value of the cash equivalents and marketable securities as of December 31, 2019 and 2020 (in thousands): December 31, 2019 Cost or Amortized Unrealized Estimated Fair Cost Gains Losses Value Cash equivalents (1) Money market funds $ 6,609 $ — $ — $ 6,609 Marketable securities Commercial paper 26,502 — — 26,502 Corporate bonds 12,623 6 — 12,629 U.S. Treasury securities 26,382 33 — 26,415 Total $ 72,116 $ 39 $ — $ 72,155 (1) Included in cash and cash equivalents on the consolidated balance sheet as of December 31, 2019. December 31, 2020 Cost or Amortized Unrealized Estimated Fair Cost Gains Losses Value Cash equivalents (1) Money market funds $ 46,436 $ — $ — $ 46,436 Marketable securities Commercial paper 6,090 — — 6,090 Corporate bonds 4,972 1 (2 ) 4,971 U.S. Treasury securities 15,176 1 — 15,177 Total $ 72,674 $ 2 $ (2 ) $ 72,674 (1) Included in cash and cash equivalents on the consolidated balance sheet as of December 31, 2020. |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following as of the dates indicated (in thousands): December 31, 2019 December 31, 2020 Computer equipment and software $ 1,004 $ 1,254 Developed website and software 3,254 4,381 Furniture and fixtures 1,423 1,430 Leasehold improvements and incentives 7,262 7,277 Total property and equipment, gross 12,943 14,342 Less accumulated depreciation (3,098 ) (5,895 ) Property and equipment, net $ 9,845 $ 8,447 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following as of the dates indicated (in thousands): December 31, 2019 December 31, 2020 Accrued advertising $ 10,817 $ 8,489 Accrued sales tax 7,320 8,073 Accrued compensation and benefits 4,097 6,842 Other accrued and other current liabilities 10,582 12,455 Accrued expenses and other current liabilities $ 32,816 $ 35,859 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value | The following tables set forth the financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy as of December 31, 2019 and 2020 (in thousands): December 31, 2019 Level 1 Level 2 Level 3 Total Assets Cash equivalents (1) Money market funds $ 6,609 $ — $ — $ 6,609 Marketable securities Commercial paper — 26,502 — 26,502 Corporate bonds — 12,629 — 12,629 U.S. Treasury securities — 26,415 — 26,415 Total $ 6,609 $ 65,546 $ — $ 72,155 Liabilities Redeemable convertible preferred stock warrant liability $ — $ — $ 1,221 $ 1,221 (1) Included in cash and cash equivalents on the consolidated balance sheet as of December 31, 2019. December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents (1) Money market funds $ 46,436 $ — $ — $ 46,436 Marketable securities Commercial paper — 6,090 — 6,090 Corporate bonds — 4,971 — 4,971 U.S. Treasury securities — 15,177 — 15,177 Total $ 46,436 $ 26,238 $ — $ 72,674 Liabilities Convertible notes $ — $ — $ 55,421 $ 55,421 Redeemable convertible preferred stock warrant liability — — 3,494 3,494 Total $ — $ — $ 58,915 $ 58,915 (1) Included in cash and cash equivalents on the consolidated balance sheet as of December 31, 2020. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments Under Non-cancelable Operating Leases | As of December 31, 2020, the Company’s future minimum lease payments under non-cancelable operating leases are as follows (in thousands): 2021 $ 5,200 2022 5,776 2023 5,893 2024 2,662 Total minimum lease payments $ 19,531 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Redeemable Convertible Preferred Stock | Redeemable convertible preferred stock as of December 31, 2019 and 2020, consists of the following (in thousands, except share and per share data): Shares Authorized Shares Issued and Outstanding Liquidation Preference Issue Price per Share Carrying Value Series A 9,482,060 9,441,596 $ 3,500 $ 0.37 $ 3,454 Series B 9,127,794 9,102,206 12,450 $ 1.37 12,394 Series B-1 3,952,429 3,952,429 6,265 $ 1.59 6,223 Series C 9,781,013 9,761,482 24,989 $ 2.56 24,936 Series C-1 9,578,544 9,578,544 25,000 $ 2.61 24,897 Series D 10,450,382 10,450,374 87,500 $ 8.37 84,271 52,372,222 52,286,631 $ 159,704 $ 156,175 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Warrants to Purchase Redeemable Convertible Preferred Stock | Warrants to purchase the Company’s redeemable convertible preferred stock as of December 31, 2019 and 2020, consists of the following: Issuance Date Expiration Date Issue Price per Share Number of Shares Class of Shares December 1, 2011 December 1, 2021 $ 0.37 40,464 Series A May 10, 2013 May 10, 2023 $ 1.37 25,588 Series B May 22, 2015 May 22, 2025 $ 2.56 19,531 Series C |
Summary of Changes in Liability Related to Redeemable Convertible Preferred Stock Warrants | The following represent the changes in the liability relating to the redeemable convertible preferred stock warrants (in thousands): Balance as of January 1, 2018 $ 308 Change in fair value 438 Balance as of December 31, 2018 746 Change in fair value 475 Balance as of December 31, 2019 1,221 Change in fair value 2,273 Balance as of December 31, 2020 $ 3,494 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Common Stock [Abstract] | |
Summary of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance was as follows as of December 31, 2020: December 31, 2020 Conversion of redeemable convertible preferred stock 52,286,631 Conversion of convertible notes (1) 1,400,560 Warrants to purchase redeemable convertible preferred stock 85,583 Options and RSUs issued and outstanding 10,087,056 Options and RSUs available for future grants 450,010 Total 64,309,840 (1) Calculated as $50.0 million in principal, convertible at 85% of the $42.00 per share of common stock from the Company’s IPO |
Stock-based Compensation Plan (
Stock-based Compensation Plan (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Option Activity | The following table summarizes option activity under the Plan: Outstanding Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value (In Thousands) Balances at December 31, 2019 8,523,616 $ 4.68 7.3 $ 88,249 Granted 195,556 21.03 Exercised (750,919 ) 2.27 Forfeited and cancelled (307,467 ) 10.57 Balances at December 31, 2020 7,660,786 $ 5.09 6.4 $ 282,735 Vested and expected to vest as of December 31, 2020 7,660,786 $ 5.09 6.4 $ 282,735 Vested and exercisable as of December 31, 2020 5,461,469 $ 3.44 5.8 $ 210,621 |
Schedule of RSUs Activity | The following table summarizes RSU activity under the Plan: Number of Shares Weighted- Average Grant Date Fair Value Nonvested as of December 31, 2019 294,277 $ 14.98 Granted 1,991,227 20.83 Vested — — Forfeited and cancelled (65,734 ) 15.79 Nonvested as of December 31, 2020 2,219,770 $ 20.20 |
Schedule of Assumptions to Value Stock Options Granted | The assumptions used to value stock options granted for the periods indicated were as follows: Year Ended December 31, 2018 2019 2020 Expected dividend yield — — — Expected volatility 39.7% - 41.8% 39.7% - 46.2% 51.8% Risk-free rate 2.7% - 3.0% 1.7% - 2.6% 0.5% Expected term (in years) 5.9 - 6.1 5.4 - 6.1 6.1 |
Schedule of Allocated Stock-based Compensation Expense | Stock-based compensation expense is recorded in the consolidated statements of operations as follows for the periods indicated (in thousands): Year Ended December 31, 2018 2019 2020 Operations and support $ 250 $ 689 $ 686 Research and development 775 3,017 2,571 Marketing 400 1,306 1,321 General and administrative 1,181 4,675 3,381 Total $ 2,606 $ 9,687 $ 7,959 |
Net Income (Loss) Per Share A_2
Net Income (Loss) Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the computation of basic and diluted net income (loss) per share for the periods indicated (in thousands, except share and per share data): Year Ended December 31, 2018 2019 2020 Numerator: Net (loss) income $ (14,475 ) $ (48,692 ) $ 16,845 Less: Undistributed earnings attributable to participating securities — — (12,776 ) Net (loss) income attributable to common stockholders, basic and diluted (14,475 ) (48,692 ) 4,069 Denominator: Weighted-average number of shares used in computing net (loss) income per share, basic 11,215 12,151 12,550 Dilutive effect of assumed conversion of options to purchase common stock — — 5,773 Weighted-average number of shares used in computing net (loss) income per share, diluted 11,215 12,151 18,323 Net (loss) income per share attributable to common stockholders, basic $ (1.29 ) $ (4.01 ) $ 0.32 Net (loss) income per share attributable to common stockholders, diluted $ (1.29 ) $ (4.01 ) $ 0.22 |
Schedule of Potentially Dilutive Securities Excluded From Computation of Diluted Net (Loss) Income Per Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net (loss) income per share for the dates indicated because including them would have had an anti-dilutive effect (in thousands): Year Ended December 31, 2018 2019 2020 Redeemable convertible preferred stock (on as if-converted basis) 52,287 52,287 52,287 Warrants to purchase redeemable convertible preferred stock 86 86 86 Stock options 7,479 8,730 — Total 59,852 61,103 52,373 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income (Loss) Before Provision for Income Taxes | The components of the income (loss) before provision for income taxes are as follows for the periods indicated (in thousands): Year Ended December 31, 2018 2019 2020 Domestic $ (14,693 ) $ (48,856 ) $ 17,013 Foreign 309 338 489 Total $ (14,384 ) $ (48,518 ) $ 17,502 |
Schedule of Components of Provision for Income Taxes | The components of the provision for income taxes for the periods indicated are as follows (in thousands): Year Ended December 31, 2018 2019 2020 Current: Federal $ — $ — $ — State 1 1 499 Foreign 90 173 158 Total current 91 174 657 Deferred: Federal — — — State — — — Foreign — — — Total deferred — — — Provision for income taxes $ 91 $ 174 $ 657 |
Summary of Difference Between Income Taxes Computed at Statutory Federal Income Tax Rate and Provision for Income Taxes | The difference between income taxes computed at the statutory federal income tax rate and the provision for income taxes is attributable to the following (in thousands): Year Ended December 31, 2018 2019 2020 Income tax benefit at federal statutory rate $ (3,021 ) $ (10,189 ) $ 3,676 State and local taxes, net of federal benefit (317 ) (2,004 ) (206 ) Stock-based compensation 401 (69 ) (399 ) Change in valuation allowance 3,112 11,989 (3,335 ) Research and development credits (228 ) (334 ) (413 ) Non-deductible professional fees — 294 — Convertible notes obligations — — 1,192 Other 144 487 142 Provision for income taxes $ 91 $ 174 $ 657 |
Summary of Significant Components of Deferred Tax Assets and Liabilities | The significant components of the deferred tax assets and liabilities as of the periods indicated were as follows (in thousands): Year Ended December 31, 2018 2019 2020 Deferred tax assets Net operating loss carryforwards $ 18,445 $ 28,297 $ 22,673 Tax credits carryforwards 1,516 2,190 2,764 Non-deductible accrued expenses 1,064 3,109 4,086 Stock-based compensation 225 781 1,732 Other, net 70 224 202 Total deferred tax assets 21,320 34,601 31,457 Less valuation allowance (20,559 ) (32,549 ) (29,215 ) Total net deferred tax assets 761 2,052 2,242 Deferred tax liabilities State tax credit carryforwards (163 ) (224 ) (258 ) Depreciation and amortization (49 ) (1,623 ) (1,480 ) ASC 606 tax impact - 481(a) adjustment (549 ) (205 ) (102 ) Convertible notes — — (402 ) Total deferred tax liabilities (761 ) (2,052 ) (2,242 ) Net deferred tax assets (liabilities) $ — $ — $ — |
Summary of Net Operating Loss Carryforwards | The following is a summary of the net operating loss carryforwards at December 31, 2020 (in thousands): Expiration Gross Carryforward Tax Effected Federal net operating loss carryforwards 2031 - 2037 $ 35,156 $ 7,383 2018 Federal net operating loss carryforwards Indefinite $ 50,914 10,692 State net operating loss carryforwards 2026 - 2039 $ 69,240 4,598 Total net operating loss carryforwards $ 22,673 |
Summary of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefit | A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows (in thousands): Year Ended December 31, 2018 2019 2020 Beginning balance $ 1,049 $ 1,516 $ 2,190 Gross increase for tax positions of current year 467 626 807 Gross increase for tax positions of prior years — 48 — Ending balance $ 1,516 $ 2,190 $ 2,997 |
Organization - Additional Infor
Organization - Additional Information (Details) - USD ($) | Jan. 19, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Organization [Line Items] | |||||
Net (loss) income | $ 16,845,000 | $ (48,692,000) | $ (14,475,000) | ||
Accumulated deficit | (126,509,000) | (143,354,000) | |||
Deferred offering cost | 3,200,000 | 0 | |||
Additional Paid-in Capital | |||||
Organization [Line Items] | |||||
Net (loss) income | 0 | 0 | 0 | ||
Convertible Notes | |||||
Organization [Line Items] | |||||
Principal amount of convertible notes | 50,000,000 | ||||
Redeemable Convertible Preferred Stock | |||||
Organization [Line Items] | |||||
Net (loss) income | $ 0 | $ 0 | $ 0 | ||
Redeemable convertible preferred stock, shares outstanding | 52,286,631 | 52,286,631 | 52,286,631 | 52,286,631 | |
Common Class B | Subsequent Event | |||||
Organization [Line Items] | |||||
Redeemable convertible preferred stock warrants converted into common stock warrants | 52,372,222 | ||||
Initial Public Offering | |||||
Organization [Line Items] | |||||
Initial public offering, effective date | Jan. 13, 2021 | ||||
Initial Public Offering | Convertible Notes | |||||
Organization [Line Items] | |||||
Principal amount of convertible notes | $ 50,000,000 | ||||
Initial Public Offering | Subsequent Event | |||||
Organization [Line Items] | |||||
Public offering price, per share | $ 42 | ||||
Number of common stock new issued | 990,000 | ||||
Net proceeds from initial public offering, after deducting underwriting discounts and commissions and estimated offering expenses | $ 292,000,000 | ||||
Initial Public Offering | Subsequent Event | Additional Paid-in Capital | |||||
Organization [Line Items] | |||||
Deferred offering cost | 4,500,000 | ||||
Initial Public Offering | Subsequent Event | Convertible Notes | |||||
Organization [Line Items] | |||||
Principal amount of convertible notes | $ 50,000,000 | ||||
Initial Public Offering | Common Class A | Convertible Notes | |||||
Organization [Line Items] | |||||
Public offering price, per share | $ 42 | ||||
Convertible notes, conversion price discount rate | 85.00% | ||||
Initial Public Offering | Common Class A | Subsequent Event | |||||
Organization [Line Items] | |||||
Number of common stock issued and sold | 6,600,000 | ||||
Public offering price, per share | $ 42 | ||||
Initial Public Offering | Common Class A | Subsequent Event | Convertible Notes | |||||
Organization [Line Items] | |||||
Public offering price, per share | $ 42 | ||||
Conversion of stock shares converted | 1,400,560 | ||||
Convertible notes, conversion price discount rate | 85.00% | ||||
Initial Public Offering | Redeemable Convertible Preferred Stock | Subsequent Event | |||||
Organization [Line Items] | |||||
Redeemable convertible preferred stock, shares outstanding | 52,286,631 | ||||
Initial Public Offering | Common Class B | Subsequent Event | |||||
Organization [Line Items] | |||||
Redeemable convertible preferred stock warrants converted into common stock warrants | 85,583 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | 120 Months Ended | ||
Dec. 31, 2020USD ($)SegmentCarrierGatewayThird-partyvendorCustomer$ / shares | Dec. 31, 2019USD ($)Customer | Dec. 31, 2018USD ($)Customer | Dec. 31, 2020USD ($)$ / shares | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Number of operating segment | Segment | 1 | |||
Number of reportable segment | Segment | 1 | |||
Advertising expenses | $ 73,700,000 | $ 114,100,000 | $ 76,500,000 | |
Impairment of marketable securities | 0 | 0 | 0 | |
Impairment of long-lived assets | 0 | 0 | $ 0 | |
Minimum common stock value trigger, for warrants to exercise for shares of common stock | 1,100,000,000 | $ 1,100,000,000 | ||
Minimum underwritten proceeds trigger, for warrants to exercise for shares of common stock | $ 120,000,000 | |||
Vesting period | 4 years | |||
Deferred offering costs | $ 3,200,000 | $ 0 | $ 3,200,000 | |
Number of carriers to handle all shipments | Carrier | 1 | |||
Number of gateways to process payments | Gateway | 2 | |||
Number of third-party vendors to host information technology environment | Third-partyvendor | 1 | |||
Preferred stock, dividend rate, percentage | 8.00% | |||
Dividends declared on redeemable convertible preferred stock | $ / shares | $ 0 | $ 0 | ||
Dividends declared on common stock | $ / shares | $ 0 | $ 0 | ||
Net Revenue | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Number of major customers | Customer | 0 | 0 | 0 | |
Credit Card Processors | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Amounts receivable | $ 3,800,000 | $ 7,300,000 | $ 3,800,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Referral Incentives, Joint Incentives, Refunds and Buyer Incentives Recorded in Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||
Reduction to net revenue | $ 6,149 | $ 4,748 | $ 2,152 |
Operations and support | 6,574 | 5,020 | 4,325 |
Marketing | 8,177 | 7,421 | 4,327 |
Total incentives | $ 20,900 | $ 17,189 | $ 10,804 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Computer Equipment and Software, Including Internal Use Software | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Furniture and Fixtures | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | Shorter of lease term or estimated useful life |
Supplemental Financial Statem_3
Supplemental Financial Statement Information - Schedule of Fair Value of Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule Of Available For Sale Securities [Line Items] | ||
Marketable securities, Cost or Amortized Cost | $ 72,674 | $ 72,116 |
Marketable securities, Unrealized Gains | 2 | 39 |
Marketable securities, Unrealized Losses | (2) | 0 |
Marketable securities, Estimated Fair Value | 26,238 | 65,546 |
Marketable securities, Estimated Fair Value | 72,674 | 72,155 |
Money Market Funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Money market funds, Cost or Amortized Cost | 46,436 | 6,609 |
Money market funds, Estimated Fair Value | 46,436 | 6,609 |
Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Marketable securities, Cost or Amortized Cost | 6,090 | 26,502 |
Marketable securities, Unrealized Gains | 0 | 0 |
Marketable securities, Unrealized Losses | 0 | 0 |
Marketable securities, Estimated Fair Value | 6,090 | 26,502 |
Corporate Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Marketable securities, Cost or Amortized Cost | 4,972 | 12,623 |
Marketable securities, Unrealized Gains | 1 | 6 |
Marketable securities, Unrealized Losses | (2) | 0 |
Marketable securities, Estimated Fair Value | 4,971 | 12,629 |
U.S. Treasury Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Marketable securities, Cost or Amortized Cost | 15,176 | 26,382 |
Marketable securities, Unrealized Gains | 1 | 33 |
Marketable securities, Unrealized Losses | 0 | 0 |
Marketable securities, Estimated Fair Value | $ 15,177 | $ 26,415 |
Supplemental Financial Statem_4
Supplemental Financial Statement Information - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Available For Sale Securities [Line Items] | ||
Unrealized losses incurred on individual security | $ 0 | $ 0 |
Unrealized losses incurred on individual security, term | 12 months | 12 months |
Maximum | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Weighted-average remaining maturity period of marketable securities | 1 year | 1 year |
Supplemental Financial Statem_5
Supplemental Financial Statement Information - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | $ 14,342 | $ 12,943 |
Less accumulated depreciation | (5,895) | (3,098) |
Property and equipment, net | 8,447 | 9,845 |
Computer Equipment and Software | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 1,254 | 1,004 |
Developed Website and Software | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 4,381 | 3,254 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 1,430 | 1,423 |
Leasehold Improvements and Incentives | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | $ 7,277 | $ 7,262 |
Supplemental Financial Statem_6
Supplemental Financial Statement Information - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Liabilities And Other Liabilities [Abstract] | ||
Accrued advertising | $ 8,489 | $ 10,817 |
Accrued sales tax | 8,073 | 7,320 |
Accrued compensation and benefits | 6,842 | 4,097 |
Other accrued and other current liabilities | 12,455 | 10,582 |
Accrued expenses and other current liabilities | $ 35,859 | $ 32,816 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 26,238 | $ 65,546 |
Total | 72,674 | 72,155 |
Redeemable convertible preferred stock warrant liability | 3,494 | 1,221 |
Convertible notes | 55,421 | |
Total | 58,915 | |
Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 6,090 | 26,502 |
Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 4,971 | 12,629 |
U.S. Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 15,177 | 26,415 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 46,436 | 6,609 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 46,436 | 6,609 |
Redeemable convertible preferred stock warrant liability | 0 | 0 |
Convertible notes | 0 | |
Total | 0 | |
Level 1 | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Level 1 | Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Level 1 | U.S. Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Level 1 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 46,436 | 6,609 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 26,238 | 65,546 |
Redeemable convertible preferred stock warrant liability | 0 | 0 |
Convertible notes | 0 | |
Total | 0 | |
Level 2 | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 6,090 | 26,502 |
Level 2 | Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 4,971 | 12,629 |
Level 2 | U.S. Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 15,177 | 26,415 |
Level 2 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 0 | 0 |
Redeemable convertible preferred stock warrant liability | 3,494 | 1,221 |
Convertible notes | 55,421 | |
Total | 58,915 | |
Level 3 | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Level 3 | Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Level 3 | U.S. Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Level 3 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Transfers of assets from level 1 into level 2 | $ 0 | $ 0 |
Transfers of assets out of level 2 to level 1 | 0 | 0 |
Transfers of liabilities from level 1 into level 2 | 0 | 0 |
Transfers of liabilities out of level 2 to level 1 | 0 | 0 |
Transfers of assets into level 3 | 0 | 0 |
Transfers of assets out of level 3 | 0 | 0 |
Transfers of liabilities into level 3 | 0 | 0 |
Transfers of liabilities out of level 3 | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Payments Under Non-cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2021 | $ 5,200 |
2022 | 5,776 |
2023 | 5,893 |
2024 | 2,662 |
Total minimum lease payments | $ 19,531 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020USD ($)Litigation | Dec. 31, 2019USD ($)Litigation | Dec. 31, 2018USD ($) | |
Loss Contingencies [Line Items] | |||
Rent expense | $ 3.9 | $ 3.3 | $ 2.5 |
Number of material pending litigations | Litigation | 0 | 0 | |
Network and Cloud Services | |||
Loss Contingencies [Line Items] | |||
Non cancelable contractual commitments | $ 9.7 | ||
Non cancelable contractual commitments period | Oct. 31, 2022 | ||
Minimum | |||
Loss Contingencies [Line Items] | |||
Non cancelable operating lease agreements, contractual lease period expiration year | 2021 | ||
Maximum | |||
Loss Contingencies [Line Items] | |||
Non cancelable operating lease agreements, contractual lease period expiration year | 2024 |
Redeemable Convertible Prefer_5
Redeemable Convertible Preferred Stock - Summary of Redeemable Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Series A | ||||
Temporary Equity [Line Items] | ||||
Redeemable convertible preferred stock, shares authorized | 9,482,060 | 9,482,060 | ||
Redeemable convertible preferred stock, shares issued | 9,441,596 | 9,441,596 | ||
Redeemable convertible preferred stock, shares outstanding | 9,441,596 | 9,441,596 | ||
Redeemable convertible preferred stock, liquidation preference | $ 3,500 | $ 3,500 | ||
Redeemable convertible preferred stock, issue price per share | $ 0.37 | $ 0.37 | ||
Redeemable convertible preferred stock, carrying value | $ 3,454 | $ 3,454 | ||
Series B | ||||
Temporary Equity [Line Items] | ||||
Redeemable convertible preferred stock, shares authorized | 9,127,794 | 9,127,794 | ||
Redeemable convertible preferred stock, shares issued | 9,102,206 | 9,102,206 | ||
Redeemable convertible preferred stock, shares outstanding | 9,102,206 | 9,102,206 | ||
Redeemable convertible preferred stock, liquidation preference | $ 12,450 | $ 12,450 | ||
Redeemable convertible preferred stock, issue price per share | $ 1.37 | $ 1.37 | ||
Redeemable convertible preferred stock, carrying value | $ 12,394 | $ 12,394 | ||
Series B-1 | ||||
Temporary Equity [Line Items] | ||||
Redeemable convertible preferred stock, shares authorized | 3,952,429 | 3,952,429 | ||
Redeemable convertible preferred stock, shares issued | 3,952,429 | 3,952,429 | ||
Redeemable convertible preferred stock, shares outstanding | 3,952,429 | 3,952,429 | ||
Redeemable convertible preferred stock, liquidation preference | $ 6,265 | $ 6,265 | ||
Redeemable convertible preferred stock, issue price per share | $ 1.59 | $ 1.59 | ||
Redeemable convertible preferred stock, carrying value | $ 6,223 | $ 6,223 | ||
Series C | ||||
Temporary Equity [Line Items] | ||||
Redeemable convertible preferred stock, shares authorized | 9,781,013 | 9,781,013 | ||
Redeemable convertible preferred stock, shares issued | 9,761,482 | 9,761,482 | ||
Redeemable convertible preferred stock, shares outstanding | 9,761,482 | 9,761,482 | ||
Redeemable convertible preferred stock, liquidation preference | $ 24,989 | $ 24,989 | ||
Redeemable convertible preferred stock, issue price per share | $ 2.56 | $ 2.56 | ||
Redeemable convertible preferred stock, carrying value | $ 24,936 | $ 24,936 | ||
Series C-1 | ||||
Temporary Equity [Line Items] | ||||
Redeemable convertible preferred stock, shares authorized | 9,578,544 | 9,578,544 | ||
Redeemable convertible preferred stock, shares issued | 9,578,544 | 9,578,544 | ||
Redeemable convertible preferred stock, shares outstanding | 9,578,544 | 9,578,544 | ||
Redeemable convertible preferred stock, liquidation preference | $ 25,000 | $ 25,000 | ||
Redeemable convertible preferred stock, issue price per share | $ 2.61 | $ 2.61 | ||
Redeemable convertible preferred stock, carrying value | $ 24,897 | $ 24,897 | ||
Series D | ||||
Temporary Equity [Line Items] | ||||
Redeemable convertible preferred stock, shares authorized | 10,450,382 | 10,450,382 | ||
Redeemable convertible preferred stock, shares issued | 10,450,374 | 10,450,374 | ||
Redeemable convertible preferred stock, shares outstanding | 10,450,374 | 10,450,374 | ||
Redeemable convertible preferred stock, liquidation preference | $ 87,500 | $ 87,500 | ||
Redeemable convertible preferred stock, issue price per share | $ 8.37 | $ 8.37 | ||
Redeemable convertible preferred stock, carrying value | $ 84,271 | $ 84,271 | ||
Redeemable Convertible Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Redeemable convertible preferred stock, shares authorized | 52,372,222 | 52,372,222 | ||
Redeemable convertible preferred stock, shares issued | 52,286,631 | 52,286,631 | ||
Redeemable convertible preferred stock, shares outstanding | 52,286,631 | 52,286,631 | 52,286,631 | 52,286,631 |
Redeemable convertible preferred stock, liquidation preference | $ 159,704 | $ 159,704 | ||
Redeemable convertible preferred stock, issue price per share | $ 0.0001 | $ 0.0001 | ||
Redeemable convertible preferred stock, carrying value | $ 156,175 | $ 156,175 | $ 156,175 | $ 156,175 |
Redeemable Convertible Prefer_6
Redeemable Convertible Preferred Stock - Additional Information (Details) - $ / shares | 12 Months Ended | 120 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | Jan. 19, 2021 | |
Temporary Equity [Line Items] | |||
Dividends declared on redeemable convertible preferred stock | $ 0 | $ 0 | |
Dividends declared on common stock | $ 0 | $ 0 | |
Percentage of voting to be held by holders of preferred stock for deemed liquidation event | 50.00% | ||
Convertible preferred stock, terms of conversion | Each share of preferred stock is convertible, at the option of the holder, into the number of fully paid and non-assessable shares of common stock on a one-for-one basis | ||
Series A | |||
Temporary Equity [Line Items] | |||
Noncumulative dividends entitled to receive by redeemable preferred stock holders | $ 0.0297 | ||
Dividends declared on redeemable convertible preferred stock | 0 | ||
Dividends declared on common stock | $ 0 | ||
Minimum percentage of outstanding redeemable preferred stock entitled to elect board of director | 25.00% | ||
Series B | |||
Temporary Equity [Line Items] | |||
Noncumulative dividends entitled to receive by redeemable preferred stock holders | $ 0.1094 | ||
Dividends declared on redeemable convertible preferred stock | 0 | ||
Dividends declared on common stock | $ 0 | ||
Minimum percentage of outstanding redeemable preferred stock entitled to elect board of director | 25.00% | ||
Series B-1 | |||
Temporary Equity [Line Items] | |||
Noncumulative dividends entitled to receive by redeemable preferred stock holders | $ 0.1268 | ||
Dividends declared on redeemable convertible preferred stock | 0 | ||
Dividends declared on common stock | 0 | ||
Series C | |||
Temporary Equity [Line Items] | |||
Noncumulative dividends entitled to receive by redeemable preferred stock holders | 0.2048 | ||
Dividends declared on redeemable convertible preferred stock | 0 | ||
Dividends declared on common stock | 0 | ||
Series C-1 | |||
Temporary Equity [Line Items] | |||
Noncumulative dividends entitled to receive by redeemable preferred stock holders | 0.2088 | ||
Dividends declared on redeemable convertible preferred stock | 0 | ||
Dividends declared on common stock | $ 0 | ||
Minimum percentage of outstanding redeemable preferred stock entitled to elect board of director | 25.00% | ||
Series D | |||
Temporary Equity [Line Items] | |||
Noncumulative dividends entitled to receive by redeemable preferred stock holders | $ 0.6698 | ||
Dividends declared on redeemable convertible preferred stock | 0 | ||
Dividends declared on common stock | $ 0 | ||
Minimum percentage of outstanding redeemable preferred stock entitled to elect board of director | 25.00% | ||
Common Class B | Subsequent Event | |||
Temporary Equity [Line Items] | |||
Redemable convertible preferred stock converted into common shares | 52,372,222 |
Redeemable Convertible Prefer_7
Redeemable Convertible Preferred Stock Warrants - Summary of Warrants to Purchase Redeemable Convertible Preferred Stock (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Series A | ||
Temporary Equity [Line Items] | ||
Issuance Date | Dec. 1, 2011 | Dec. 1, 2011 |
Expiration Date | Dec. 1, 2021 | Dec. 1, 2021 |
Issue Price per Share | $ 0.37 | $ 0.37 |
Number of Shares | 40,464 | 40,464 |
Series B | ||
Temporary Equity [Line Items] | ||
Issuance Date | May 10, 2013 | May 10, 2013 |
Expiration Date | May 10, 2023 | May 10, 2023 |
Issue Price per Share | $ 1.37 | $ 1.37 |
Number of Shares | 25,588 | 25,588 |
Series C | ||
Temporary Equity [Line Items] | ||
Issuance Date | May 22, 2015 | May 22, 2015 |
Expiration Date | May 22, 2025 | May 22, 2025 |
Issue Price per Share | $ 2.56 | $ 2.56 |
Number of Shares | 19,531 | 19,531 |
Redeemable Convertible Prefer_8
Redeemable Convertible Preferred Stock Warrants - Summary of Changes in Liability Related to Redeemable Convertible Preferred Stock Warrants (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Temporary Equity Disclosure [Abstract] | |||
Beginning balance | $ 1,221 | $ 746 | $ 308 |
Change in fair value | 2,273 | 475 | 438 |
Ending balance | $ 3,494 | $ 1,221 | $ 746 |
Redeemable Convertible Prefer_9
Redeemable Convertible Preferred Stock Warrants - Additional Information (Details) | Jan. 19, 2021shares |
Initial Public Offering | Common Stock Warrants | Subsequent Event | |
Temporary Equity [Line Items] | |
Redemable convertible preferred stock converted into common shares | 85,583 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020USD ($)shares | Jan. 19, 2021USD ($)shares | Sep. 15, 2020USD ($) | Dec. 31, 2019shares | |
Debt Instrument [Line Items] | ||||
Convertible notes | $ 55,421 | |||
Common stock, shares issued | shares | 13,093,065 | 12,342,146 | ||
Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Principal amount of convertible notes | $ 50,000 | |||
Convertible notes issuance date | Sep. 15, 2020 | |||
Convertible notes, maturity date | Sep. 14, 2023 | |||
Convertible notes, exit fee percentage | 33.30% | |||
Convertible notes | $ 55,400 | |||
Debt instrument fair value adjustment | 5,400 | |||
Debt instrument fair value adjustment to other comprehensive income (loss) | 1,600 | |||
Debt instrument fair value adjustment charge to other expense, net | 3,800 | |||
Convertible Notes | Initial Public Offering | ||||
Debt Instrument [Line Items] | ||||
Principal amount of convertible notes | $ 50,000 | |||
Convertible Notes | Initial Public Offering | Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Principal amount of convertible notes | $ 50,000 | |||
Common stock, shares issued | shares | 1,400,560 | |||
Convertible Notes | Interest Rate | ||||
Debt Instrument [Line Items] | ||||
Convertible notes, measurement inputs | 0 | |||
Convertible Notes | Discount Rate | ||||
Debt Instrument [Line Items] | ||||
Convertible notes, measurement inputs | 0.284 | |||
Convertible Notes | Other Expense, Net | ||||
Debt Instrument [Line Items] | ||||
Convertible notes, direct costs and fees | $ 300 | |||
Convertible Notes | Prior to First Anniversary | ||||
Debt Instrument [Line Items] | ||||
Convertible notes, conversion price discount rate | 85.00% | |||
Convertible Notes | After First Anniversary but Prior to Second Anniversary | ||||
Debt Instrument [Line Items] | ||||
Convertible notes, conversion price discount rate | 80.00% | |||
Convertible Notes | On or After Second Anniversary | ||||
Debt Instrument [Line Items] | ||||
Convertible notes, conversion price discount rate | 75.00% | |||
Note Purchase Agreement | Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Principal amount of convertible notes | $ 50,000 | |||
Convertible notes interest rate | 20.00% |
Common Stock - Summary of Commo
Common Stock - Summary of Common Stock Reserved for Future Issuance (Details) | Dec. 31, 2020shares |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 64,309,840 |
Conversion of Redeemable Convertible Preferred Stock | |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 52,286,631 |
Conversion of Convertible Notes | |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 1,400,560 |
Warrants to Purchase Redeemable Convertible Preferred Stock | |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 85,583 |
Options and RSUs Issued and Outstanding | |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 10,087,056 |
Options and RSUs Available for Future Grants | |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 450,010 |
Common Stock - Summary of Com_2
Common Stock - Summary of Common Stock Reserved for Future Issuance (Parenthetical) (Details) - Convertible Notes $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Class Of Stock [Line Items] | |
Principal amount of convertible notes | $ 50 |
Initial Public Offering | |
Class Of Stock [Line Items] | |
Principal amount of convertible notes | $ 50 |
Initial Public Offering | Common Class A | |
Class Of Stock [Line Items] | |
Convertible notes, conversion price discount rate | 85.00% |
Public offering price, per share | $ / shares | $ 42 |
Stock-based Compensation Plan -
Stock-based Compensation Plan - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Aug. 31, 2020 | Feb. 28, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2011 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Compensation expense | $ 1 | $ 2.4 | ||||
Common Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of common stock issued and sold | 647,802 | 1,090,562 | ||||
Sale of stock, price per share | $ 22.50 | $ 17 | ||||
Sale of stock, aggregate amount | $ 14.6 | $ 18.5 | ||||
Number of shares issued in transaction | 647,802 | 1,090,562 | ||||
Non-employee Service Provider | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options to purchase common stock | 206,500 | |||||
Options to purchase common stock, exercise price per share | $ 0.41 | |||||
Options to purchase common stock, expiration date | Nov. 30, 2023 | |||||
RSUs | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized | $ 44.8 | |||||
Service based RSUs | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized | $ 14.5 | |||||
Share Based Compensation Award Tranche Two to Four | RSUs | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting percentage | 25.00% | |||||
2011 Stock Option and Grant Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting description | Options generally vest with respect to 25% of the shares one year after the options’ vesting commencement date, and the remainder vest in equal monthly installments over the following 36 months. Options have a maximum term of ten years. | |||||
Weighted-average fair value of stock options granted | $ 10.21 | $ 6.23 | $ 5.37 | |||
Total intrinsic value of options exercised | $ 18.7 | $ 12.2 | $ 2.7 | |||
Unrecognized stock-based compensation cost related to unvested options outstanding | $ 12.6 | |||||
Unrecognized stock-based compensation cost related to unvested options outstanding, weighted-average recognition period | 2 years 1 month 6 days | |||||
Options to purchase common stock | 195,556 | |||||
Options to purchase common stock, exercise price per share | $ 21.03 | |||||
2011 Stock Option and Grant Plan | Outstanding Stock Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Price per share | 42 | $ 15.03 | $ 10.77 | |||
2011 Stock Option and Grant Plan | Vested and Expected to Vest Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Price per share | 42 | |||||
2011 Stock Option and Grant Plan | Vested and Exercisable Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Price per share | $ 42 | |||||
2011 Stock Option and Grant Plan | Share-based Payment Arrangement, Tranche One | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting percentage | 25.00% | |||||
Vesting period | 1 year | |||||
2011 Stock Option and Grant Plan | Share Based Compensation Award Tranche Two to Four | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 36 months | |||||
Minimum | 2011 Stock Option and Grant Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options granted as percentage on fair value of stock | 100.00% | |||||
Maximum | RSUs | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Term of awards | 7 years | |||||
Maximum | 2011 Stock Option and Grant Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Term of awards | 10 years | |||||
Vested options exercisable period | 90 days |
Stock-based Compensation Plan_2
Stock-based Compensation Plan - Schedule of Option Activity (Details) - 2011 Stock Option and Grant Plan - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Beginning Balance | 8,523,616 | |
Outstanding Options, Granted | 195,556 | |
Outstanding Options, Exercised | (750,919) | |
Outstanding Options, Forfeited and cancelled | (307,467) | |
Ending Balance | 7,660,786 | 8,523,616 |
Outstanding Options, Vested and expected to vest | 7,660,786 | |
Outstanding Options, Vested and exercisable | 5,461,469 | |
Weighted-Average Exercise Price, Beginning balance | $ 4.68 | |
Weighted-Average Exercise Price, Granted | 21.03 | |
Weighted-Average Exercise Price, Exercised | 2.27 | |
Weighted-Average Exercise Price, Forfeited and cancelled | 10.57 | |
Weighted-Average Exercise Price, Ending Balance | 5.09 | $ 4.68 |
Weighted-Average Exercise Price, Vested and expected to vest | 5.09 | |
Weighted-Average Exercise Price, Vested and exercisable | $ 3.44 | |
Weighted-Average Remaining Contractual Term (In Years) | 6 years 4 months 24 days | 7 years 3 months 18 days |
Weighted-Average Remaining Contractual Term (In Years), Vested and expected to vest | 6 years 4 months 24 days | |
Weighted-Average Remaining Contractual Term (In Years), Vested and exercisable | 5 years 9 months 18 days | |
Aggregate Intrinsic Value | $ 282,735 | $ 88,249 |
Aggregate Intrinsic Value, Vested and expected to vest | 282,735 | |
Aggregate Intrinsic Value, Vested and exercisable | $ 210,621 |
Stock-based Compensation Plan_3
Stock-based Compensation Plan - Schedule of RSUs Activity (Details) - RSUs | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Nonvested, beginning balance | shares | 294,277 |
Number of Shares, Granted | shares | 1,991,227 |
Number of Shares, Vested | shares | 0 |
Number of Shares, Forfeited and cancelled | shares | (65,734) |
Number of Shares, Nonvested, ending balance | shares | 2,219,770 |
Weighted-average grant date fair value, Nonvested, beginning balance | $ / shares | $ 14.98 |
Weighted-average grant date fair value, Granted | $ / shares | 20.83 |
Weighted-average grant date fair value, Vested | $ / shares | 0 |
Weighted-average grant date fair value, Forfeited and cancelled | $ / shares | 15.79 |
Weighted-average grant date fair value, Nonvested, ending balance | $ / shares | $ 20.20 |
Stock-based Compensation Plan_4
Stock-based Compensation Plan - Schedule of Assumptions to Value Stock Options Granted (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 51.80% | ||
Expected volatility, minimum | 39.70% | 39.70% | |
Expected volatility, maximum | 46.20% | 41.80% | |
Risk-free rate | 0.50% | ||
Risk-free rate, minimum | 1.70% | 2.70% | |
Risk-free rate, maximum | 2.60% | 3.00% | |
Expected term (in years) | 6 years 1 month 6 days | ||
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 4 months 24 days | 5 years 10 months 24 days | |
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Stock-based Compensation Plan_5
Stock-based Compensation Plan - Schedule of Allocated Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 7,959 | $ 9,687 | $ 2,606 |
Operations and Support | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | 686 | 689 | 250 |
Research and Development | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | 2,571 | 3,017 | 775 |
Marketing | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | 1,321 | 1,306 | 400 |
General and Administrative | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 3,381 | $ 4,675 | $ 1,181 |
Net Income (Loss) Per Share A_3
Net Income (Loss) Per Share Attributable to Common Stockholders - Summary of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | |||
Net (loss) income | $ 16,845 | $ (48,692) | $ (14,475) |
Less: Undistributed earnings attributable to participating securities | (12,776) | 0 | 0 |
Net (loss) income attributable to common stockholders | 4,069 | (48,692) | (14,475) |
Net (loss) income attributable to common stockholders, diluted | $ 4,069 | $ (48,692) | $ (14,475) |
Denominator: | |||
Weighted-average number of shares used in computing net (loss) income per share, basic | 12,550 | 12,151 | 11,215 |
Weighted-average number of shares used in computing net (loss) income per share, diluted | 18,323 | 12,151 | 11,215 |
Net (loss) income per share attributable to common stockholders, basic | $ 0.32 | $ (4.01) | $ (1.29) |
Net (loss) income per share attributable to common stockholders, diluted | $ 0.22 | $ (4.01) | $ (1.29) |
Options to Purchase Common Stock | |||
Denominator: | |||
Dilutive effect of assumed conversion | 5,773 | 0 | 0 |
Net Income (Loss) Per Share A_4
Net Income (Loss) Per Share Attributable to Common Stockholders - Additional Information (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of diluted net (loss) income per share | 52,373 | 61,103 | 59,852 |
RSUs | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of diluted net (loss) income per share | 2,200 | 300 | |
Convertible Notes | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of diluted net (loss) income per share | 1,400 |
Net Income (Loss) Per Share A_5
Net Income (Loss) Per Share Attributable to Common Stockholders - Schedule of Potentially Dilutive Securities Excluded From Computation of Diluted Net (Loss) Income Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of diluted net (loss) income per share | 52,373 | 61,103 | 59,852 |
Redeemable Convertible Preferred Stock (on as if-converted Basis) | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of diluted net (loss) income per share | 52,287 | 52,287 | 52,287 |
Warrants to Purchase Redeemable Convertible Preferred Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of diluted net (loss) income per share | 86 | 86 | 86 |
Stock Options | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of diluted net (loss) income per share | 0 | 8,730 | 7,479 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income (Loss) Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 17,013 | $ (48,856) | $ (14,693) |
Foreign | 489 | 338 | 309 |
(Loss) income before provision for income taxes | $ 17,502 | $ (48,518) | $ (14,384) |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 499 | 1 | 1 |
Foreign | 158 | 173 | 90 |
Total current | 657 | 174 | 91 |
Deferred: | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | 0 | 0 | 0 |
Total deferred | 0 | 0 | 0 |
Provision for income taxes | $ 657 | $ 174 | $ 91 |
Income Taxes - Summary of Diffe
Income Taxes - Summary of Difference Between Income Taxes Computed at Statutory Federal Income Tax Rate and Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit at federal statutory rate | $ 3,676 | $ (10,189) | $ (3,021) |
State and local taxes, net of federal benefit | (206) | (2,004) | (317) |
Stock-based compensation | (399) | (69) | 401 |
Change in valuation allowance | (3,335) | 11,989 | 3,112 |
Research and development credits | (413) | (334) | (228) |
Non-deductible professional fees | 0 | 294 | 0 |
Convertible notes obligations | 1,192 | 0 | 0 |
Other | 142 | 487 | 144 |
Provision for income taxes | $ 657 | $ 174 | $ 91 |
Income Taxes - Summary of Signi
Income Taxes - Summary of Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets | |||
Net operating loss carryforwards | $ 22,673 | $ 28,297 | $ 18,445 |
Tax credits carryforwards | 2,764 | 2,190 | 1,516 |
Non-deductible accrued expenses | 4,086 | 3,109 | 1,064 |
Stock-based compensation | 1,732 | 781 | 225 |
Other, net | 202 | 224 | 70 |
Total deferred tax assets | 31,457 | 34,601 | 21,320 |
Less valuation allowance | (29,215) | (32,549) | (20,559) |
Total net deferred tax assets | 2,242 | 2,052 | 761 |
Deferred tax liabilities | |||
State tax credit carryforwards | (258) | (224) | (163) |
Depreciation and amortization | (1,480) | (1,623) | (49) |
ASC 606 tax impact - 481(a) adjustment | (102) | (205) | (549) |
Convertible notes | (402) | 0 | 0 |
Total deferred tax liabilities | (2,242) | (2,052) | (761) |
Net deferred tax assets (liabilities) | $ 0 | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax [Line Items] | ||||
Increase (decrease) in valuation allowance | $ (3,300,000) | $ 12,000,000 | $ 3,100,000 | |
Unrecognized tax benefit | 2,997,000 | 2,190,000 | 1,516,000 | $ 1,049,000 |
Accrued interest and penalties related to uncertain tax positions | 0 | $ 0 | $ 0 | |
Significant changes in balance of gross unrecognized tax benefits | 0 | |||
Federal | ||||
Income Tax [Line Items] | ||||
Research credit carryforwards | 3,100,000 | |||
State | ||||
Income Tax [Line Items] | ||||
Research credit carryforwards | $ 2,500,000 |
Income Taxes - Summary of Net O
Income Taxes - Summary of Net Operating Loss Carryforwards (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Operating Loss Carryforwards [Line Items] | |
Tax Effected | $ 22,673 |
2031 - 2037 | Federal | |
Operating Loss Carryforwards [Line Items] | |
Gross Carryforward | 35,156 |
Tax Effected | 7,383 |
Indefinite | Federal | |
Operating Loss Carryforwards [Line Items] | |
Gross Carryforward | 50,914 |
Tax Effected | 10,692 |
2026 - 2039 | State | |
Operating Loss Carryforwards [Line Items] | |
Gross Carryforward | 69,240 |
Tax Effected | $ 4,598 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward | |||
Beginning balance | $ 2,190 | $ 1,516 | $ 1,049 |
Gross increase for tax positions of current year | 807 | 626 | 467 |
Gross increase for tax positions of prior years | 0 | 48 | 0 |
Ending balance | $ 2,997 | $ 2,190 | $ 1,516 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |||
Contributions made to retirement and savings plan | $ 0 | $ 0 | $ 0 |
Defined Contribution Plan, Plan Name [Extensible List] | posh:FourZeroOneKPlanMember | posh:FourZeroOneKPlanMember | posh:FourZeroOneKPlanMember |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - Jeffrey Epstein - Healthcare Services - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||
Purchase from related party | $ 1.4 | $ 1.4 | $ 0.4 |
Related party transaction, remaining outstanding amount | $ 0.1 | $ 0.1 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Jan. 31, 2021 | Mar. 31, 2021 | Jan. 01, 2022 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Subsequent Event [Line Items] | |||||||
Stock-based compensation expense | $ 7,959,000 | $ 9,687,000 | $ 2,606,000 | ||||
Vesting period | 4 years | ||||||
Common stock reserved for future issuance | 64,309,840 | ||||||
Common stock, shares, outstanding | 13,093,065 | 12,342,146 | |||||
Common Class A | 2021 Employee Stock Purchase Plan | |||||||
Subsequent Event [Line Items] | |||||||
Number of years common stock reserve increase | 10 years | ||||||
Common stock, shares, outstanding | 3,000,000 | ||||||
Subsequent Event | Common Class A | 2021 Employee Stock Purchase Plan | |||||||
Subsequent Event [Line Items] | |||||||
Common stock reserved for future issuance | 2,000,000 | ||||||
Forecast | Class A and Class B common stock | 2021 Employee Stock Purchase Plan | |||||||
Subsequent Event [Line Items] | |||||||
Percentage of reserve equal to common stock outstanding | 1.00% | ||||||
RSUs | |||||||
Subsequent Event [Line Items] | |||||||
Stock-based compensation expense | $ 0 | ||||||
Number of Shares, Granted | 1,991,227 | ||||||
Weighted-average grant date fair value, Granted | $ 20.83 | ||||||
RSUs | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Stock-based compensation expense | $ 14,500,000 | ||||||
Fair value of options granted | $ 500,000 | ||||||
Number of Shares, Granted | 82,573 | ||||||
Weighted-average grant date fair value, Granted | $ 42 | ||||||
Vesting period | 4 years | ||||||
RSUs | Forecast | |||||||
Subsequent Event [Line Items] | |||||||
Number of Shares, Granted | 45,327 | ||||||
Weighted-average grant date fair value, Granted | $ 68.73 | ||||||
Vesting period | 4 years | ||||||
RSUs | Initial Public Offering | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Exercise price of options | $ 42 | ||||||
Options | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Fair value of options granted | $ 500,000 |