Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 04, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-40115 | |
Entity Registrant Name | COUPANG, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-2810505 | |
Entity Address, Address Line One | Tower 730, 570, Songpa-daero | |
Entity Address, City or Town | Songpa-gu | |
Entity Address, Region | Seoul | |
Entity Address, Country | KR | |
Entity Address, Postal Zip Code | 05510 | |
Country Region | +82 | |
City Area Code | (2) | |
Local Phone Number | 6150-5422 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | CPNG | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001834584 | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,576,638,517 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 174,802,990 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 3,928,568 | $ 1,251,455 |
Restricted cash | 337,098 | 144,949 |
Accounts receivable, net | 134,316 | 71,257 |
Inventories | 1,212,198 | 1,161,205 |
Other current assets | 299,153 | 211,848 |
Total current assets | 5,911,333 | 2,840,714 |
Long-term restricted cash | 4,341 | 4,898 |
Property and equipment, net | 1,167,463 | 1,017,947 |
Operating lease right-of-use assets | 1,259,962 | 1,011,255 |
Goodwill | 3,900 | 4,247 |
Long-term lease deposits and other | 240,271 | 188,271 |
Total assets | 8,587,270 | 5,067,332 |
Current liabilities: | ||
Accounts payable | 3,216,880 | 2,907,918 |
Accrued expenses | 164,678 | 115,606 |
Deferred revenue | 80,450 | 65,259 |
Short-term borrowings | 168,052 | 156,678 |
Current portion of long-term debt | 385,888 | 67,576 |
Current portion of long-term operating lease obligations | 260,395 | 207,196 |
Other current liabilities | 300,525 | 212,477 |
Total current liabilities | 4,576,868 | 3,732,710 |
Long-term debt | 169,333 | 353,342 |
Long-term operating lease obligations | 1,103,478 | 859,477 |
Convertible notes | 0 | 589,851 |
Defined severance benefits and other | 169,485 | 135,203 |
Total liabilities | 6,019,164 | 5,670,583 |
Commitments and contingencies (Note 9) | ||
Redeemable convertible preferred units, no par value; no units authorized, issued or outstanding, and no liquidation preference as of September 30, 2021; 1,448,632,049 units authorized, 1,372,898,443 units issued, 1,329,464,982 units outstanding, and aggregate liquidation preference of $3,584,028 as of December 31, 2020 | 0 | 3,465,611 |
Stockholders'/members’ equity (deficit) | ||
Common units, no par value; no units authorized, issued or outstanding as of September 30, 2021; 264,166,544 units authorized, 114,566,705 units issued, and 105,822,205 units outstanding as of December 31, 2020 | 0 | 45,122 |
Class A common stock, $0.0001 par value, 10,000,000,000 shares authorized and 1,575,551,659 shares issued and outstanding as of September 30, 2021; Class B common stock, $0.0001 par value, 250,000,000 shares authorized and 174,802,990 shares issued and outstanding as of September 30, 2021; no shares of Class A and Class B common stock authorized, issued and outstanding as of December 31, 2020 | 174 | 0 |
Additional paid-in capital | 7,813,384 | 25,036 |
Accumulated other comprehensive income (loss) | 86 | (31,093) |
Accumulated deficit | (5,245,538) | (4,107,927) |
Total stockholders'/members’ equity (deficit) | 2,568,106 | (4,068,862) |
Total liabilities, redeemable convertible preferred units and stockholders'/members’ equity (deficit) | $ 8,587,270 | $ 5,067,332 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheet (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Redeemable convertible preferred units (in usd per share) | $ 0 | $ 0 |
Redeemable convertible preferred units authorized (in shares) | 0 | 1,448,632,049 |
Redeemable convertible preferred units issued (in shares) | 0 | 1,372,898,443 |
Redeemable convertible preferred units outstanding (in shares) | 0 | 1,329,464,982 |
Redeemable convertible preferred units liquidation preference | $ 0 | $ 3,584,028 |
Common units, par (in shares) | $ 0 | $ 0 |
Common units authorized (in shares) | 0 | 264,166,544 |
Common units issued (in shares) | 0 | 114,566,705 |
Common units outstanding (in shares) | 0 | 105,822,205 |
Common Class A | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 10,000,000,000 | 0 |
Common stock, shares issued (in shares) | 1,575,551,659 | 0 |
Common stock, shares outstanding (in shares) | 1,575,551,659 | 0 |
Common Class B | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 250,000,000 | 0 |
Common stock, shares issued (in shares) | 174,802,990 | 0 |
Common stock, shares outstanding (in shares) | 174,802,990 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Total net revenues | $ 4,644,705 | $ 3,136,507 | $ 13,329,679 | $ 8,163,846 |
Cost of sales | 3,890,178 | 2,669,552 | 11,184,152 | 6,826,861 |
Operating, general and administrative | 1,069,639 | 683,192 | 3,242,891 | 1,722,077 |
Total operating cost and expenses | 4,959,817 | 3,352,744 | 14,427,043 | 8,548,938 |
Operating loss | (315,112) | (216,237) | (1,097,364) | (385,092) |
Interest income | 2,603 | 1,267 | 5,450 | 9,512 |
Interest expense | (7,376) | (25,712) | (38,047) | (78,423) |
Other (expense) income, net | (4,026) | 67,704 | (7,479) | 73,829 |
Loss before income taxes | (323,911) | (172,978) | (1,137,440) | (380,174) |
Income tax expense | 66 | 21 | 171 | 228 |
Net loss | (323,977) | (172,999) | (1,137,611) | (380,402) |
Less: premium on repurchase of redeemable convertible preferred units | 0 | 0 | 0 | (92,734) |
Net loss attributable to Class A and Class B common stockholders | $ (323,977) | $ (172,999) | $ (1,137,611) | $ (473,136) |
Net loss attributable to Class A and Class B common stockholders per share, basic (in dollars per share) | $ (0.19) | $ (5.91) | $ (0.87) | $ (17.47) |
Net loss attributable to Class A and Class B common stockholders per share, diluted (in dollars per share) | $ (0.19) | $ (5.91) | $ (0.87) | $ (17.47) |
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic (in shares) | 1,747,255 | 29,284 | 1,313,234 | 27,085 |
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, diluted (in shares) | 1,747,255 | 29,284 | 1,313,234 | 27,085 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments, net of tax | $ 24,266 | $ (2,956) | $ 38,887 | $ (4,641) |
Actuarial gain (loss) on defined severance benefits, net of tax | 1,266 | 36 | (7,708) | 109 |
Total other comprehensive income (loss) | 25,532 | (2,920) | 31,179 | (4,532) |
Comprehensive loss | (298,445) | (175,919) | (1,106,432) | (384,934) |
Net retail sales | ||||
Total net revenues | 4,137,136 | 2,897,682 | 11,938,685 | 7,555,592 |
Net other revenue | ||||
Total net revenues | $ 507,569 | $ 238,825 | $ 1,390,994 | $ 608,254 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Units and Stockholders'/Members' Equity (Deficit) - USD ($) $ in Thousands | Total | Redeemable convertible preferred units | Common Units | Class A and Class B Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2019 | 1,348,313,000 | ||||||
Beginning balance at Dec. 31, 2019 | $ 3,468,554 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Repurchase of preferred units (in shares) | (7,242,000) | ||||||
Repurchase of preferred units | $ (1,937) | ||||||
Ending balance (in shares) at Mar. 31, 2020 | 1,341,071,000 | ||||||
Ending balance at Mar. 31, 2020 | $ 3,466,617 | ||||||
Beginning balance (in shares) at Dec. 31, 2019 | 70,702,000 | ||||||
Common units, beginning balance at Dec. 31, 2019 | $ 0 | ||||||
Beginning balance at Dec. 31, 2019 | $ (3,532,912) | $ 25,036 | $ 7,642 | $ (3,565,590) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (105,353) | (105,353) | |||||
Foreign currency translation adjustments, net of tax | (2,288) | (2,288) | |||||
Actuarial gain (loss) on defined severance benefits, net of tax | 38 | 38 | |||||
Equity-based compensation | 6,478 | $ 6,478 | |||||
Issuance of common units, equity-based compensation plan (in shares) | 5,193,000 | ||||||
Issuance of common units, equity-based compensation plan | 5,193 | $ 5,193 | |||||
Repurchase of common units (in shares) | (680,000) | ||||||
Repurchase of common units | (1,366) | $ (1,366) | |||||
Repurchase of preferred units | (34,871) | $ (10,305) | (24,566) | ||||
Ending balance (in shares) at Mar. 31, 2020 | 75,215,000 | ||||||
Common units, ending balance at Mar. 31, 2020 | $ 0 | ||||||
Ending balance at Mar. 31, 2020 | (3,665,081) | 25,036 | 5,392 | (3,695,509) | |||
Beginning balance (in shares) at Dec. 31, 2019 | 1,348,313,000 | ||||||
Beginning balance at Dec. 31, 2019 | $ 3,468,554 | ||||||
Ending balance (in shares) at Sep. 30, 2020 | 1,329,465,000 | ||||||
Ending balance at Sep. 30, 2020 | $ 3,465,611 | ||||||
Beginning balance (in shares) at Dec. 31, 2019 | 70,702,000 | ||||||
Common units, beginning balance at Dec. 31, 2019 | $ 0 | ||||||
Beginning balance at Dec. 31, 2019 | (3,532,912) | 25,036 | 7,642 | (3,565,590) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (380,402) | ||||||
Foreign currency translation adjustments, net of tax | (4,641) | ||||||
Actuarial gain (loss) on defined severance benefits, net of tax | 109 | ||||||
Ending balance (in shares) at Sep. 30, 2020 | 95,769,000 | ||||||
Common units, ending balance at Sep. 30, 2020 | $ 20,418 | ||||||
Ending balance at Sep. 30, 2020 | (3,976,608) | 25,036 | 3,110 | (4,025,172) | |||
Beginning balance (in shares) at Mar. 31, 2020 | 1,341,071,000 | ||||||
Beginning balance at Mar. 31, 2020 | $ 3,466,617 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Repurchase of preferred units (in shares) | (11,606,000) | ||||||
Repurchase of preferred units | $ (1,006) | ||||||
Ending balance (in shares) at Jun. 30, 2020 | 1,329,465,000 | ||||||
Ending balance at Jun. 30, 2020 | $ 3,465,611 | ||||||
Beginning balance (in shares) at Mar. 31, 2020 | 75,215,000 | ||||||
Common units, beginning balance at Mar. 31, 2020 | $ 0 | ||||||
Beginning balance at Mar. 31, 2020 | (3,665,081) | 25,036 | 5,392 | (3,695,509) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (102,050) | (102,050) | |||||
Foreign currency translation adjustments, net of tax | 603 | 603 | |||||
Actuarial gain (loss) on defined severance benefits, net of tax | 35 | 35 | |||||
Equity-based compensation | 10,345 | $ 10,345 | |||||
Issuance of common units, equity-based compensation plan (in shares) | 18,618,000 | ||||||
Issuance of common units, equity-based compensation plan | 2,869 | $ 2,869 | |||||
Repurchase of preferred units | (57,863) | $ (3,249) | (54,614) | ||||
Ending balance (in shares) at Jun. 30, 2020 | 93,833,000 | ||||||
Common units, ending balance at Jun. 30, 2020 | $ 9,965 | ||||||
Ending balance at Jun. 30, 2020 | (3,811,142) | 25,036 | 6,030 | (3,852,173) | |||
Ending balance (in shares) at Sep. 30, 2020 | 1,329,465,000 | ||||||
Ending balance at Sep. 30, 2020 | $ 3,465,611 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (172,999) | (172,999) | |||||
Foreign currency translation adjustments, net of tax | (2,956) | (2,956) | |||||
Actuarial gain (loss) on defined severance benefits, net of tax | 36 | 36 | |||||
Equity-based compensation | 7,292 | $ 7,292 | |||||
Issuance of common units, equity-based compensation plan (in shares) | 1,936,000 | ||||||
Issuance of common units, equity-based compensation plan | 3,161 | $ 3,161 | |||||
Ending balance (in shares) at Sep. 30, 2020 | 95,769,000 | ||||||
Common units, ending balance at Sep. 30, 2020 | $ 20,418 | ||||||
Ending balance at Sep. 30, 2020 | $ (3,976,608) | 25,036 | 3,110 | (4,025,172) | |||
Beginning balance (in shares) at Dec. 31, 2020 | 1,329,464,982 | 1,329,465,000 | |||||
Beginning balance at Dec. 31, 2020 | $ 3,465,611 | $ 3,465,611 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Conversion of redeemable convertible preferred units into Class A and Class B common stock (in shares) | (1,329,465,000) | ||||||
Conversion of redeemable convertible preferred units into Class A and Class B common stock | $ (3,465,611) | ||||||
Ending balance (in shares) at Mar. 31, 2021 | 0 | ||||||
Ending balance at Mar. 31, 2021 | $ 0 | ||||||
Beginning balance (in shares) at Dec. 31, 2020 | 105,822,000 | 0 | |||||
Common units, beginning balance at Dec. 31, 2020 | $ 45,122 | ||||||
Beginning balance at Dec. 31, 2020 | (4,068,862) | $ 0 | 25,036 | (31,093) | (4,107,927) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (295,033) | (295,033) | |||||
Foreign currency translation adjustments, net of tax | 14,972 | 14,972 | |||||
Actuarial gain (loss) on defined severance benefits, net of tax | 918 | 918 | |||||
Issuance of common units, equity-based compensation plan (in shares) | 22,901,000 | ||||||
Issuance of common units, equity-based compensation plan | 38,968 | $ 38,968 | |||||
Equity-based compensation | 2,974 | $ 2,974 | |||||
Conversion of common units into Class A and Class B common stock (in shares) | 128,723,000 | 128,648,000 | |||||
Conversion of common units into Class A and Class B common stock | 0 | $ (87,064) | $ 13 | 87,051 | |||
Conversion of redeemable convertible preferred units into Class A and Class B common stock (in shares) | 1,329,465,000 | ||||||
Conversion of redeemable convertible preferred units into Class A and Class B common stock | 3,465,611 | $ 133 | 3,465,478 | ||||
Issuance of Class A common stock, net of underwriting discounts and offering costs (in shares) | 100,000,000 | ||||||
Issuance of Class A common stock, net of underwriting discounts and offering costs | 3,416,819 | $ 10 | 3,416,809 | ||||
Conversion of convertible notes into Class A common stock | 171,750,000 | ||||||
Conversion of convertible notes into Class A common stock | 609,999 | $ 17 | 609,982 | ||||
Issuance of common units, equity-based compensation plan (in shares) | 2,680,000 | ||||||
Issuance of common units, equity-based compensation plan | 4,767 | 4,767 | |||||
Equity-based compensation subsequent to Corporate Conversion and IPO | 83,992 | 83,992 | |||||
Ending balance (in shares) at Mar. 31, 2021 | 0 | 1,732,543,000 | |||||
Common units, ending balance at Mar. 31, 2021 | $ 0 | ||||||
Ending balance at Mar. 31, 2021 | $ 3,275,125 | $ 173 | 7,693,115 | (15,203) | (4,402,960) | ||
Beginning balance (in shares) at Dec. 31, 2020 | 1,329,464,982 | 1,329,465,000 | |||||
Beginning balance at Dec. 31, 2020 | $ 3,465,611 | $ 3,465,611 | |||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | 0 | |||||
Ending balance at Sep. 30, 2021 | $ 0 | $ 0 | |||||
Beginning balance (in shares) at Dec. 31, 2020 | 105,822,000 | 0 | |||||
Common units, beginning balance at Dec. 31, 2020 | $ 45,122 | ||||||
Beginning balance at Dec. 31, 2020 | (4,068,862) | $ 0 | 25,036 | (31,093) | (4,107,927) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (1,137,611) | ||||||
Foreign currency translation adjustments, net of tax | 38,887 | ||||||
Actuarial gain (loss) on defined severance benefits, net of tax | (7,708) | ||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | 1,750,355,000 | |||||
Common units, ending balance at Sep. 30, 2021 | $ 0 | ||||||
Ending balance at Sep. 30, 2021 | 2,568,106 | $ 174 | 7,813,384 | 86 | (5,245,538) | ||
Beginning balance (in shares) at Mar. 31, 2021 | 0 | ||||||
Beginning balance at Mar. 31, 2021 | $ 0 | ||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | ||||||
Ending balance at Jun. 30, 2021 | $ 0 | ||||||
Beginning balance (in shares) at Mar. 31, 2021 | 0 | 1,732,543,000 | |||||
Common units, beginning balance at Mar. 31, 2021 | $ 0 | ||||||
Beginning balance at Mar. 31, 2021 | 3,275,125 | $ 173 | 7,693,115 | (15,203) | (4,402,960) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (518,601) | (518,601) | |||||
Foreign currency translation adjustments, net of tax | (351) | (351) | |||||
Actuarial gain (loss) on defined severance benefits, net of tax | (9,892) | (9,892) | |||||
Equity-based compensation | 50,346 | 50,346 | |||||
Issuance of common units, equity-based compensation plan (in shares) | 3,036,000 | ||||||
Issuance of common units, equity-based compensation plan | 6,002 | 6,002 | |||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | 1,735,579,000 | |||||
Common units, ending balance at Jun. 30, 2021 | $ 0 | ||||||
Ending balance at Jun. 30, 2021 | $ 2,802,629 | $ 173 | 7,749,463 | (25,446) | (4,921,561) | ||
Ending balance (in shares) at Sep. 30, 2021 | 0 | 0 | |||||
Ending balance at Sep. 30, 2021 | $ 0 | $ 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (323,977) | (323,977) | |||||
Foreign currency translation adjustments, net of tax | 24,266 | 24,266 | |||||
Actuarial gain (loss) on defined severance benefits, net of tax | 1,266 | 1,266 | |||||
Equity-based compensation | 56,138 | 56,138 | |||||
Issuance of common units, equity-based compensation plan (in shares) | 14,776,000 | ||||||
Issuance of common units, equity-based compensation plan | 7,784 | $ 1 | 7,783 | ||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | 1,750,355,000 | |||||
Common units, ending balance at Sep. 30, 2021 | $ 0 | ||||||
Ending balance at Sep. 30, 2021 | $ 2,568,106 | $ 174 | $ 7,813,384 | $ 86 | $ (5,245,538) |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities: | ||
Net loss | $ (1,137,611) | $ (380,402) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 145,866 | 85,551 |
Provision for severance benefits | 100,649 | 48,856 |
Equity-based compensation | 193,450 | 24,017 |
Paid-in-kind interest and accretion of discount on convertible notes | 20,148 | 66,569 |
Revaluation of derivative instrument | 0 | (70,032) |
Inventory and fixed asset losses due to fulfillment center fire | 284,825 | 0 |
Non-cash operating lease expense | 187,926 | 105,512 |
Non-cash others | 32,786 | 40,352 |
Change in operating assets and liabilities: | ||
Accounts receivable, net | (75,958) | (41,234) |
Inventories | (308,559) | (413,619) |
Other assets | (182,375) | (153,416) |
Accounts payable | 561,528 | 948,051 |
Accrued expenses | 50,604 | 41,145 |
Deferred revenue | 13,015 | 8,037 |
Other liabilities | (94,126) | (24,299) |
Net cash (used in) provided by operating activities | (207,832) | 285,088 |
Investing activities: | ||
Purchases of property and equipment | (505,554) | (314,941) |
Proceeds from sale of property and equipment | 960 | 222 |
Other investing activities | (2,218) | (35,629) |
Net cash used in investing activities | (506,812) | (350,348) |
Financing activities: | ||
Repurchase of common units and preferred units | 0 | (97,043) |
Proceeds from issuance of Class A common stock upon initial public offering, net of underwriting discounts | 3,431,277 | 0 |
Deferred offering costs paid | (11,618) | 0 |
Proceeds from issuance of common stock/units, equity-based compensation plan | 57,521 | 11,223 |
Proceeds from short-term borrowings and long-term debt | 308,772 | 220,649 |
Repayment of short-term borrowings and long-term debt | (111,472) | (24,913) |
Other financing activities | (2,289) | (1,379) |
Net cash provided by financing activities | 3,672,191 | 108,537 |
Effect of exchange rate changes on cash and cash equivalents, and restricted cash | (88,842) | (6,236) |
Net increase in cash and cash equivalents, and restricted cash | 2,868,705 | 37,041 |
Cash and cash equivalents, and restricted cash, as of beginning of period | 1,401,302 | 1,371,535 |
Cash and cash equivalents, and restricted cash, as of end of period | 4,270,007 | 1,408,576 |
Supplemental disclosure of cash-flow information: | ||
Cash paid for income taxes | 1,088 | 155 |
Cash paid for interest | 14,175 | 16,744 |
Non-cash investing and financing activities: | ||
(Decrease) increase in property and equipment-related accounts payable and accrued expenses | (5,516) | 16,661 |
Conversion of common units into Class A and Class B common stock | 87,064 | 0 |
Conversion of redeemable convertible preferred units into Class A and Class B common stock | 3,465,611 | 0 |
Conversion of convertible notes into Class A common stock | $ 609,999 | $ 0 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Description of Business Coupang, Inc. (“Coupang”), together with its wholly-owned subsidiaries (collectively, the “Company,” “we,” “us,” or “our”), is a Delaware corporation, which owns and operates an e-commerce business that primarily serves the Korean retail market. Through the Company’s mobile applications and Internet websites, the Company offers products and services that span a wide range of categories, including home goods and décor, apparel and beauty products, fresh food and grocery, sporting goods, electronics, restaurant order and delivery, travel, content streaming, and everyday consumables, which are offered through a fully integrated technology, fulfillment and logistics infrastructure. The Company’s main operations, including procurement, marketing, technology, administrative functions, and fulfillment and logistics infrastructure, are predominantly located in South Korea, with operations and support services performed in China, Singapore, Japan, Taiwan, and the United States. Initial Public Offering On March 15, 2021, the Company completed its initial public offering (“IPO”) in which it issued and sold 100,000,000 shares of its Class A common stock at a price of $35.00 per share. The Company received net proceeds of approximately $3.4 billion from the IPO after deducting underwriting discounts of $69 million and other offering costs. Immediately prior to effectiveness of the Company’s IPO registration statement on Form S-1, Coupang, LLC, a Delaware limited liability company, converted into a Delaware corporation pursuant to a statutory conversion, which changed the Company’s name to Coupang, Inc. (“Corporate Conversion”). As a result of the Corporate Conversion and IPO, the Company’s redeemable convertible preferred units (“preferred units”) and common units (which included common units designated as profits interests (“PIUs”)), in each case, automatically converted into an equal number of shares of Class A or Class B common stock, except with respect to a conversion adjustment to certain PIUs, which reduced the outstanding common units designated as PIUs that were converted into shares of Class A common stock. Also, the Company’s convertible notes were automatically converted into shares of Class A common stock. For additional information related to the Company’s Corporate Conversion and IPO, see Note 10 — "Redeemable Convertible Preferred Units and Stockholders'/Members' Equity (Deficit)" and Note 8 — "Convertible Notes and Derivative Instrument." Fulfillment Center Fire On June 17, 2021, a fire extensively damaged the Company’s Deokpyeong fulfillment center (the “FC Fire”) resulting in a loss of the inventory, building, equipment, and other assets at the site. Inventory and property and equipment losses from the FC Fire of $158 million and $127 million were recognized in “Cost of sales” and “Operating, general and administrative,” respectively, during the second quarter of 2021. The Company is insured on property losses from the FC Fire, however, whether and to what extent the Company may recover insurance proceeds on these losses is currently unknown, and as such, no insurance recoveries have been recognized. During the second quarter of 2021, the Company also incurred or accrued for other costs directly related to the FC Fire of $11 million. The FC Fire resulted in an increase to our net loss of $296 million for the nine months ended September 30, 2021. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. The condensed consolidated balance sheet as of December 31, 2020 included herein was derived from the audited consolidated financial statements as of that date. The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations and comprehensive loss, redeemable convertible preferred units and stockholders’/members’ equity (deficit), and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes included in the final prospectus dated March 10, 2021, as filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (File No. 333-253030) (“Final Prospectus”). Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates, which include, but are not limited to, equity-based compensation, inventory valuation, income taxes, defined severance benefits, and revenue recognition. Actual results could differ materially from those estimates. We based our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Given the global economic climate and additional or unforeseen effects from the COVID-19 pandemic, these estimates become more challenging, and actual results could differ materially from these estimates. Segment Information The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Equity-based Compensation The Company accounts for equity-based employee compensation arrangements in accordance with U.S. GAAP, which requires compensation expense for the grant-date fair value of equity-based awards to be recognized over the requisite service period. The Company determines the fair value of equity-based awards granted or modified on the grant date or modification date using appropriate valuation techniques. Forfeitures are estimated using historical experience at the time of grant and revised in subsequent periods if actual forfeitures differ from initial estimates. Prior to the IPO, the grant-date fair value of equity-based awards was primarily determined using the estimated fair value of the Company's previously issued common units. Common unit fair value estimates were developed by considering numerous objective and subjective factors that required judgment. Subsequent to the IPO, the Company determines the fair value of its Class A common stock using the market closing price on the grant date. During the first quarter of 2021, the Company changed its policy for recognizing equity-based compensation expense from the graded vesting attribution method of accounting to the straight-line attribution method of accounting for its equity-based compensation arrangements with service only vesting conditions. For additional information, see Note 2 — "Change in Accounting Principle." Restricted Stock Units The Company had previously granted restricted equity units under its 2011 Equity Incentive Plan (“2011 Plan”), which vest upon the satisfaction of both a service-based condition and a performance-based condition. In connection with the Company’s Corporate Conversion, the outstanding awards were converted into restricted stock units (“RSUs”). Following the IPO and Corporate Conversion, the Company has granted RSUs that vest upon the satisfaction of a service-based condition as defined in the Company’s 2021 Equity Incentive Plan (“2021 Plan”). The grant-date fair value of each RSU, net of estimated forfeitures, is recognized as expense over the requisite service period. Stock Options The Company had previously granted unit options under the 2011 Plan, which vest over a service period of generally four years. In connection with the Company’s Corporate Conversion, the outstanding awards were converted into stock options. The grant-date fair value of each stock option award, net of estimated forfeitures, is recognized as expense over the requisite service period. The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including the expected stock price volatility over the expected term of the award, actual and projected employee stock option exercise behaviors, the risk-free interest rate for the expected term of the award, and expected dividends. The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group. The assumptions used to determine the fair value of the option awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. Profits Interests Prior to the IPO, the Company granted common units designated as PIUs that vested upon the satisfaction of a service-based condition and with respect to certain awards, which vesting accelerated upon the occurrence of the IPO. The grant-date fair value of the PIUs, net of estimated forfeitures, were recognized as expense over the requisite service period. Concentration of Credit Risk Cash and cash equivalents, restricted cash and accounts receivable are potentially subject to concentration of credit risk. Cash and cash equivalents, and restricted cash are placed with several financial institutions that management believes are of high credit quality, of which 67% were held at three financial institutions as of September 30, 2021. The Company’s gross accounts receivable include amounts concentrated with four payment processing companies representing 50% of gross accounts receivable at September 30, 2021. Recent Accounting Pronouncements Adopted In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which removes certain exceptions for performing intraperiod allocation, recognizes deferred taxes for investments, and calculates income taxes in interim periods. The standard reduces complexity in certain areas, including franchise taxes that are partially based on income and accounting for tax law changes in interim periods. The ASU is effective for public companies for fiscal years beginning after December 15, 2020, with early adoption permitted. We adopted this ASU effective January 1, 2021. The adoption of the ASU did not have a material impact on our condensed consolidated financial statements. Recent Accounting Pronouncements Yet To Be Adopted In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40).” The standard reduces the number of models used to account for convertible instruments, amends diluted earnings per share (“EPS”) calculations for convertible instruments, and amends the requirements for a contract (or embedded derivative) that is potentially settled in an entity's own shares to be classified in equity. The amendments add certain disclosure requirements to increase transparency and decision-usefulness about a convertible instrument's terms and features. Under the amendment, the Company must use the if-converted method for including convertible instruments in diluted EPS as opposed to the treasury stock method. The ASU is effective for public companies for fiscal years beginning after December 15, 2021. Early adoption is allowed under the standard with either a modified retrospective or full retrospective method. The Company does not expect a material impact from the adoption of the ASU on our condensed consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” In January 2021, the FASB clarified the scope of this guidance with the issuance of ASU 2021-01, “Reference Rate Reform: Scope.” ASU 2020-04 provides optional expedients and exceptions to account for contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate if certain criteria are met. ASU 2020-04 may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We expect to elect the optional expedients for eligible contract modifications, if any, as they occur through December 31, 2022. The application of these expedients is not expected to have a material impact on our condensed consolidated financial statements. |
Change in Accounting Principle
Change in Accounting Principle | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Change in Accounting Principle | Change in Accounting Principle In the first quarter of 2021, the Company changed its policy for recognizing equity-based compensation expense from the graded vesting attribution method of accounting to the straight-line attribution method of accounting for its equity-based compensation arrangements with service only vesting conditions. The Company believes the straight-line attribution method of accounting for equity-based compensation expense for awards with service only vesting conditions is preferable because it more appropriately reflects how awards are earned over an employee’s service period and is the predominant method used in its industry. Comparative financial statements for prior periods have been adjusted to apply the straight-line attribution method retrospectively. The following table presents the comparative effect of the change in accounting method and its impact on the Company’s condensed consolidated statements of operations and comprehensive loss: Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 (in thousands, except for per share amounts) As Reported As Adjusted As Reported As Adjusted Total net revenues $ 3,136,507 $ 3,136,507 $ 8,163,846 $ 8,163,846 Cost of sales 2,669,479 2,669,552 6,826,847 6,826,861 Operating, general and administrative 684,893 683,192 1,728,585 1,722,077 Total operating cost and expenses 3,354,372 3,352,744 8,555,432 8,548,938 Operating loss (217,865) (216,237) (391,586) (385,092) Loss before income taxes (174,606) (172,978) (386,668) (380,174) Income tax expense 21 21 228 228 Net loss (174,627) (172,999) (386,896) (380,402) Net loss attributable to Class A and Class B common stockholders $ (174,627) $ (172,999) $ (479,630) $ (473,136) Net loss attributable to Class A and Class B common stockholders per share, basic and diluted (1) $ (5.96) $ (5.91) $ (17.71) $ (17.47) Weighted-average number of Class A and Class B common shares outstanding used in computing per share amounts, basic and diluted (1) 29,284 29,284 27,085 27,085 Comprehensive loss $ (177,547) $ (175,919) $ (391,428) $ (384,934) ____________ (1) As reported net loss per share reflects the retrospective adjustments from the Corporate Conversion described in Note 14 — "Net Loss per Share." The following table presents the comparative effect of the change in accounting method and its impact on the Company’s condensed consolidated balance sheets: As of December 31, 2020 (in thousands) As Reported As Adjusted Stockholders'/members’ equity (deficit) Common units $ 54,950 $ 45,122 Additional paid-in capital 25,036 25,036 Accumulated other comprehensive income (loss) (31,093) (31,093) Accumulated deficit (4,117,755) (4,107,927) Total stockholders'/members’ equity (deficit) $ (4,068,862) $ (4,068,862) There was no net impact to the amounts reported for net cash used in/provided by operating, investing or financing activities in the condensed consolidated statements of cash flows for prior periods as a result of the change in accounting method. However, for the nine months ended September 30, 2020, net loss and equity-based compensation expense in cash flows from operating activities each decreased $6 million to reflect the change in accounting method. The cumulative effect of the change in accounting method had no net impact on stockholders’/members’ equity (deficit) as of January 1, 2020, the beginning of the earliest year presented in the condensed consolidated financial statements. |
Net Revenues
Net Revenues | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Net Revenues | Net Revenues Details of total net revenues were as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Net retail sales $ 4,137,136 $ 2,897,682 $ 11,938,685 $ 7,555,592 Third-party merchant services 450,634 202,356 1,231,799 516,367 Other revenue 56,935 36,469 159,195 91,887 Total net revenues $ 4,644,705 $ 3,136,507 $ 13,329,679 $ 8,163,846 This level of revenue disaggregation takes into consideration how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Net retail sales are recognized from online product sales to consumers. Third-party merchant services represent commissions, advertising, and delivery fees earned from merchants and restaurants that sell their products through the Company’s online business. Other revenue includes revenue earned from our various other offerings. Contract liabilities consist of deferred revenue and liabilities from customer loyalty credits, which are included in accrued expenses on the condensed consolidated balance sheets. The Company recognized revenue of $60 million and $27 million for the nine months ended September 30, 2021 and 2020, respectively, which were included in deferred revenue on the consolidated balance sheets as of December 31, 2020 and 2019, respectively. Revenue recognized from customer loyalty program liabilities as of December 31, 2020 and 2019 were not material for the nine months ended September 30, 2021 and 2020, respectively. |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net The following summarizes the Company’s property and equipment, net: (in thousands) September 30, 2021 December 31, 2020 Land $ 140,857 $ 142,403 Buildings 117,675 181,529 Equipment and furniture 506,119 473,775 Leasehold improvements 277,331 172,864 Vehicles 159,245 165,073 Software 33,362 48,136 Construction in progress 309,320 169,789 Property and equipment, gross 1,543,909 1,353,569 Less: Accumulated depreciation and amortization (376,446) (335,622) Property and equipment, net $ 1,167,463 $ 1,017,947 For the three months ended September 30, 2021 and 2020, depreciation and amortization expense on property and equipment was $51 million and $32 million, respectively. For the nine months ended September 30, 2021 and 2020, depreciation and amortization expense on property and equipment was $145 million and $85 million, respectively. Property and equipment under construction, which primarily consists of construction of fulfillment centers, is recorded as construction in progress until it is ready for its intended use; thereafter, it is transferred to the related class of property and equipment and depreciated over its estimated useful life. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company is obligated under operating leases primarily for vehicles, equipment, warehouses, and facilities that expire over the next eleven years. These leases generally contain renewal options. Because the Company is not reasonably certain to exercise these renewal options, or the renewal options are not solely within the Company’s discretion, the options are not considered in determining the lease term, and the associated potential option payments are excluded from expected minimum lease payments. The Company’s leases generally do not include termination options for either party or restrictive financial or other covenants. The Company’s finance leases as of September 30, 2021 and December 31, 2020 were not material and are included in property and equipment, net, on the Company's condensed consolidated balance sheets. The components of operating lease cost were as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Operating lease cost $ 87,814 $ 55,629 $ 247,566 $ 132,957 Variable and short-term lease cost 9,895 6,380 26,784 16,360 Total operating lease cost $ 97,709 $ 62,009 $ 274,350 $ 149,317 Supplemental disclosure of cash flow information related to leases were as follows: Nine Months Ended September 30, (in thousands) 2021 2020 Cash paid for the amount used to measure the operating lease liabilities $ 204,791 $ 100,154 Operating lease assets obtained in exchange for lease obligations $ 485,788 $ 486,570 Net increase (decrease) to operating lease ROU assets resulting from remeasurements of lease obligations $ 40,812 $ (5,544) The assumptions used to value leases for the periods presented were as follows: September 30, 2021 December 31, 2020 Operating leases weighted-average remaining lease term 6.0 years 6.2 years Operating leases weighted-average discount rate 6.09 % 5.88 % As of September 30, 2021, the Company had entered into operating leases that have not commenced with future minimum lease payments of $346 million, that have not been recognized on the Company's condensed consolidated balance sheets. These leases have non-cancellable lease terms of 2 to 10 years. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP established a hierarchy framework to classify the fair value based on the observability of significant inputs to the measurement. The levels of the fair value hierarchy are as follows: Level 1: Observable inputs such as quoted prices in an active market for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active or inputs other than the quoted prices that are observable either directly or indirectly for the full term of the assets or liabilities. Level 3: Unobservable inputs in which there is little or no market data and that are significant to the fair value of the assets or liabilities. The following table summarizes the Company's financial assets and financial liabilities that are measured at fair value on a recurring basis: September 30, 2021 (in thousands) Level 1 Level 2 Level 3 Total Financial assets: Cash and cash equivalents Money market trust $ 392,605 $ — $ — $ 392,605 Money market fund 35,295 — — 35,295 Restricted cash Time deposit 270,667 — — 270,667 Money market trust 66,431 — — 66,431 Other current assets Time deposit 6,752 — — 6,752 Long-term restricted cash Time deposit 1,840 — — 1,840 Money market account 2,501 — — 2,501 Total financial assets $ 776,091 $ — $ — $ 776,091 December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Financial assets: Cash and cash equivalents Money market trust $ 629,393 $ — $ — $ 629,393 Money market fund 35,641 — — 35,641 Restricted cash Time deposit 144,949 — — 144,949 Other current assets Time deposit 18,382 — — 18,382 Long-term restricted cash Time deposit 4,898 — — 4,898 Total financial assets $ 833,263 $ — $ — $ 833,263 Financial liabilities: Derivative instrument $ — $ — $ — $ — Total financial liabilities $ — $ — $ — $ — The following table summarizes information about the significant unobservable inputs used in the fair value measurement of the Company’s derivative instrument: December 31, 2020 Fair Value Valuation Technique Unobservable Inputs Input Amount Derivative instrument $ — Valuation of convertible notes with and without the derivative instrument. Incorporates a discounted cash flow model and option pricing model. Discount rate 14 % Equity value: Long-term revenue growth rate 3.5 % Equity value: Revenue market multiple 1.3x - 1.5x |
Short-Term Borrowings and Long-
Short-Term Borrowings and Long-Term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Short-Term Borrowings and Long-Term Debt | Short-Term Borrowings and Long-Term Debt Details of carrying amounts of short-term borrowings were as follows: (in thousands) Borrowing Limit September 30, 2021 December 31, 2020 Maturity Date Interest rate (%) January 7, 2022 CD interest rate (91 days) + 3.25 $ 126,593 $ 126,593 $ 137,868 December 6, 2021 – June 25, 2022 3.20 – 4.00 41,649 41,649 19,117 Total principal short-term borrowings $ 168,242 $ 168,242 $ 156,985 Less: unamortized discounts (190) (307) Total short-term borrowings $ 168,052 $ 156,678 The Company’s short-term borrowings generally include lines of credit with financial institutions to be drawn upon for general operating purposes. In December 2019, the Company entered into a one-year revolving facility agreement, secured by the Company’s inventories. As of September 30, 2021, this $127 million revolving facility was secured by $1.2 billion of the Company’s inventories. Prior to the expiration of the original term of the revolving facility in January 2021, the Company exercised an option that allowed it to extend the maturity of the borrowing facility for an additional 364 days from the expiration date. The revolving facility bears interest at the average of final quotation yield rates for 91-day KRW-denominated bank certificate of deposit (“CD interest rate”) plus 3.25%, and has a commitment fee of 0.75% on the undrawn portion. Under the facility agreement, Coupang Corp., one of the Company’s wholly-owned subsidiaries, is restricted from loaning money to its parent, Coupang, Inc. Details of carrying amounts of long-term debt were as follows: (in thousands) September 30, 2021 December 31, 2020 Maturity Date Interest rate (%) Borrowing Limit February 27, 2024 (1) (5) $ 1,000,000 $ — $ — October 21, 2021 – March 26, 2023 (2) 3.10 – 5.10 36,595 24,596 50,713 November 28, 2021 (3) 5.20 3,205 3,205 19,199 December 23, 2021 – August 12, 2024 (4) 2.87 – 8.50 557,852 528,651 354,963 Total principal long-term debt $ 1,597,652 $ 556,452 $ 424,875 Less: current portion of long-term debt (385,888) (67,576) Less: unamortized discounts (1,231) (3,957) Total long-term debt $ 169,333 $ 353,342 _____________ (1) Relates to the Company’s new revolving credit facility as described below. (2) The Company entered into various loan agreements with fixed interest rates for general operating purposes. (3) In November 2019, the Company entered into a fixed-rate term loan facility agreement, secured by certain of the Company’s accounts receivable. At September 30, 2021, the Company had $3 million deposited in a trust account for repayment guarantee purposes, which is classified as short-term restricted cash on the condensed consolidated balance sheets. Principal and interest are to be paid on a monthly basis. (4) In March 2017, the Company entered into a term loan facility agreement. The Company was required to pledge certain land, building, inventories, and short-term financial instruments as collateral. However, as a result of the FC Fire, the building and inventories were extensively damaged, and on August 4, 2021, the term loan facility agreement was amended to replace the original collateral with $194 million in cash secured as collateral and to repay $70 million of the outstanding principal balance. The amendment, which took place within the cure period, subsequently resulted in the Company being in compliance with its term loan facility agreement. Principal is to be paid at maturity and interest is paid on a quarterly basis. Later in August 2021, the Company entered into a new $169 million three-year term loan agreement. The Company pledged $203 million of certain land and buildings as collateral. The loan bears interest at a fixed rate of 3.155%. Principal is to be paid at maturity and interest is paid on a monthly basis. (5) Borrowings under the new revolving credit facility bear interest, at the Company’s option, at a rate per annum equal to (i) a base rate equal to the highest of (A) the prime rate, (B) the higher of the federal funds rate or a composite overnight bank borrowing rate plus 0.50%, or (C) an adjusted LIBOR for a one-month interest period plus 1.00% or (ii) an adjusted LIBOR plus a margin equal to 1.00%. In February 2021, the Company entered into a new three-year senior unsecured credit facility (the “new revolving credit facility”) providing for revolving loans in an aggregate principal amount of up to $475 million (which automatically increased to an aggregate principal amount of $950 million based on the Company receiving at least $2.0 billion in net proceeds from its IPO). The new revolving credit facility provides the Company the right to request incremental commitments up to $1.25 billion, subject to customary conditions. During March 2021, the aggregate principal amount of the Company’s new revolving credit facility increased to an aggregate principal amount of $1.0 billion as a result of its IPO. As of September 30, 2021, there was no balance outstanding on the new revolving credit facility. The new revolving credit facility contains customary affirmative and negative covenants, including certain financial covenants. The new revolving credit facility is guaranteed on a senior unsecured basis by all material restricted subsidiaries of the Company, subject to customary exceptions. Borrowings under the new revolving credit facility are not permitted to the extent any amounts are drawn under our existing revolving credit facility. The Company was in compliance with the covenants for each of its borrowings and debt agreements as of September 30, 2021. In October 2021, the Company entered into a new two-year loan agreement to borrow up to $139 million to finance the construction of a fulfillment center. The Company pledged up to $167 million of certain existing land and a building to be constructed as collateral. The loan bears interest at a fixed rate of 3.45%. The Company’s long-term debt is recorded at amortized cost. The fair value is estimated using Level 2 inputs based on the Company’s current interest rate for similar types of borrowing arrangements. The carrying amount of the long-term debt approximates its fair value as of September 30, 2021 and December 31, 2020 due primarily to the interest rates approximating market interest rates. Future principal payments for long-term debt as of September 30, 2021 were as follows: (in thousands) Long-term debt Remainder of 2021 $ 24,356 2022 363,083 2023 222 2024 168,791 2025 — Thereafter — Total $ 556,452 |
Convertible Notes and Derivativ
Convertible Notes and Derivative Instrument | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes and Derivative Instrument | Convertible Notes and Derivative Instrument From February 23, 2018 to May 16, 2018, the Company issued convertible notes in an aggregate principal amount of $502 million (total proceeds of $507 million, which included a total net funding premium at issuance), the majority of which were purchased by existing unitholders of the Company’s preferred units, with a maturity equal to the earlier of (a) the fourth anniversary from the first issuance date, (b) the consummation of a liquidity event, or (c) upon an event of default, as defined in the LLC Agreement. In connection with the Company’s IPO in March 2021, the principal balance and the accrued interest on the convertible notes were automatically converted into 171,750,446 shares of the Company’s Class A common stock. The convertible notes had an annual effective interest rate of 16.99%. The Company did not incur interest expense on the convertible notes for the three months ended September 30, 2021. The Company recorded interest expense from its convertible notes for the three months ended September 30, 2020 of $24 million, consisting of $15 million of contractual interest expense and $9 million of debt discount amortization. The Company recorded interest expense from its convertible notes for the nine months ended September 30, 2021 and 2020 of $20 million and $67 million, respectively, consisting of $15 million and $42 million of contractual interest expense and $5 million and $25 million of debt discount amortization, respectively. The convertible notes contained embedded derivatives that allowed or required the holders of the convertible notes to convert them into a variable number of the Company’s equity securities for a value equal to a significant premium over the then principal and accrued interest balance. These embedded derivatives were bifurcated and accounted for separately as a single, compound derivative instrument. The convertible notes did not convert to common shares based on this embedded feature, rather they converted based on a price calculated by dividing $6.3 billion with the number of common equity securities, on an as-converted and as-exercised basis, outstanding on the closing of the IPO. Following the convertible notes conversion to shares of Class A common stock, the embedded derivatives no longer exist. There was no change in fair value of the derivative instrument during the nine months ended September 30, 2021. The change in fair value of the derivative instrument resulted in a gain of $70 million for the three and nine months ended September 30, 2020, which was recognized in the condensed consolidated statements of operations and comprehensive loss within “Other (expense) income, net.” |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments The following summarizes the Company’s minimum contractual commitments as of September 30, 2021: (in thousands) Unconditional purchase obligations (unrecognized) Long-term debt (including interest) Operating leases Total Remainder of 2021 $ 53,165 $ 30,320 $ 81,192 $ 164,677 2022 170,975 375,773 330,295 877,043 2023 143,106 5,534 294,860 443,500 2024 88,378 172,365 257,783 518,526 2025 84,758 — 203,864 288,622 Thereafter 28,253 — 487,320 515,573 Total undiscounted payments $ 568,635 $ 583,992 $ 1,655,314 $ 2,807,941 Less: lease imputed interest (291,441) Total lease commitments $ 1,363,873 Unconditional purchase obligations include legally binding contracts with terms in excess of one year that are not reflected on the consolidated balance sheets. These contractual commitments primarily relate to technology related service contracts, fulfillment center construction contracts and software licenses. For contracts with variable terms, we do not estimate the total obligation beyond any minimum pricing as of the reporting date. Legal Matters From time to time, the Company may become party to litigation incidents and other legal proceedings, including regulatory proceedings, in the ordinary course of business. The Company assesses the likelihood of any adverse judgments or outcomes with respect to these matters and determines loss contingency assessments on a gross basis after assessing the probability of incurrence of a loss and whether a loss is reasonably estimable. In addition, the Company considers other relevant factors that could impact its ability to reasonably estimate a loss. A determination of the amount of reserves required, if any, for these contingencies is made after analyzing each matter. The Company's reserves may change in the future due to new developments or changes in strategy in handling these matters. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of currently pending legal matters will not have a material adverse effect on its business, consolidated financial position, results of operations, or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Units and Stockholders'/Members' Equity (Deficit) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Units and Stockholders'/Members' Equity (Deficit) | Redeemable Convertible Preferred Units and Stockholders'/Members' Equity (Deficit) Prior to the Corporate Conversion, the Company’s Limited Liability Company Agreement (“LLC Agreement”), as amended and restated on April 11, 2019, authorized the issuance of 1,448,632,049 preferred units, which were convertible into the same number of common voting units issued upon conversion of the preferred units, as well as the issuance of 264,166,544 common units. Pursuant to the Corporate Conversion and IPO: • 1,196,605,432 preferred units and 85,579,584 common units (which include 22,443,220 PIUs), in each case, automatically converted into an equal number of shares of Class A common stock, except with respect to a conversion adjustment which reduced the outstanding common units designated as PIUs by 75,862 common units, and excluding any such preferred units and common units (including any PIUs) held by Mr. Bom Suk Kim; and • 132,859,550 preferred units held by Mr. Kim and 43,143,440 common units (all of which were designated as PIUs) held by Mr. Kim, in each case, converted into an equal number of shares of Class B common stock. On March 15, 2021, the Company completed its IPO, in which it issued and sold 100,000,000 shares of its Class A common stock at a price of $35.00 per share. The Company received net proceeds of approximately $3.4 billion from its IPO after deducting underwriting discounts of $69 million and other offering costs. Also, the owner of our Class B common stock converted 1,200,000 shares of Class B common stock into Class A common stock, which were sold in the IPO. Our certificate of incorporation provides for two classes of common stock, and authorizes shares of undesignated preferred stock, the rights, preferences, and privileges of which may be designated from time to time by our board of directors. Our authorized capital stock consists of 10,000,000,000 shares of Class A common stock, par value $0.0001 per share; 250,000,000 shares of Class B common stock, par value $0.0001 per share; and 2,000,000,000 shares of undesignated preferred stock, par value $0.0001 per share. No preferred stock was issued and outstanding as of September 30, 2021 and December 31, 2020. The shares of Class A common stock and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to twenty-nine votes. In addition, each share of our Class B common stock will convert automatically into one share of our Class A common stock upon any transfer, whether or not for value, except certain transfers to entities, to the extent the transferor retains sole dispositive power and exclusive voting control with respect to the shares of Class B common stock. Accumulated Other Comprehensive Loss Accumulated other comprehensive income (loss) includes all changes in equity during a period that have yet to be recognized in income. The major components are foreign currency translation adjustments and actuarial gains (losses) on the Company’s defined severance benefits. As of September 30, 2021 and December 31, 2020, the ending balance in accumulated other comprehensive loss related to foreign currency translation adjustments was $35 million and $(4) million, respectively, and the amount related to actuarial gains (losses) on defined severance benefits was $(34) million and $(27) million, respectively. |
Equity-based Compensation Plans
Equity-based Compensation Plans | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity-based Compensation Plans | Equity-based Compensation Plans Our board of directors adopted the 2021 Plan in February 2021, which was subsequently approved by our stockholders in February 2021. The 2021 Plan provides for the granting of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, and other equity-based awards (or the cash equivalent thereof). Initially, the maximum number of shares of the Company’s Class A common stock that may be issued under the 2021 Plan is 215,103,732 shares. In addition, the number of shares of the Company’s Class A common stock reserved for issuance under the 2021 Plan may be increased on January 1 of each calendar year, starting on January 1, 2022 through January 1, 2031, in an amount equal to 5% of the total number of shares of the Company’s capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Company’s board of directors. Shares subject to stock awards granted under the 2021 Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, do not reduce the number of shares available for issuance under the 2021 Plan. Additionally, shares become available for future grant under the 2021 Plan if they were issued under stock awards under the 2021 Plan and the Company repurchases them or they are forfeited. RSUs The Company had previously granted restricted equity units under the 2011 Plan, which vest upon the satisfaction of both a service-based condition and a performance-based condition. In connection with the Company’s Corporate Conversion and IPO, the outstanding awards were converted into RSUs. For the RSUs with the performance condition satisfied upon the completion of the Company’s IPO, the Company recorded $41 million in equity-based compensation expense for the nine months ended September 30, 2021, consisting primarily of a cumulative catch-up adjustment related to such awards based on the full or partial fulfillment of requisite service periods. Unrecognized equity-based compensation expense related to these awards will be recorded over the remaining requisite service period. During the nine months ended September 30, 2021, the Company granted 15.0 million RSUs. The weighted-average grant-date fair value of these RSUs was $32.93. RSUs generally vest over 2 to 4 years from the vesting start date, subject to the recipient remaining an employee of the Company at each vesting date. As of September 30, 2021, the Company had $439 million of unamortized compensation costs related to all unvested RSU awards. The unamortized compensation costs are expected to be recognized over a weighted-average period of approximately 3.0 years, net of estimated forfeitures. Stock Options The Company had previously granted unit options under the 2011 Plan, which vest upon the satisfaction of a service-based condition. In connection with the Company’s Corporate Conversion and IPO, the outstanding awards were converted into stock options. The Company’s stock options are granted with exercise prices equal to the estimated fair value of the common shares at the date of grant. The stock options generally expire ten years from the grant date. During the nine months ended September 30, 2021, the Company granted 6.6 million options. The weighted-average grant-date fair value of these options was $8.83. Outstanding vested stock options were 10.9 million and 31.2 million as of September 30, 2021 and December 31, 2020, respectively. The total unrecognized compensation expense related to unvested stock options was $48 million, which will be recognized over the weighted-average remaining service period of approximately 2.2 years, net of estimated forfeitures. PIUs Prior to the IPO, the Company granted common units designated as PIUs that vested upon the satisfaction of a service-based condition and with respect to certain awards, vesting accelerates upon the occurrence of an IPO. Holders of vested PIUs had similar rights to those of common unit holders. The PIUs (with the exception of those granted to the Company’s Chief Executive Officer, which convert into an equal number of shares of Class B common stock) convert to shares of Class A common stock at a ratio based on the excess of the per common unit value of the Company at the time of a Corporate Conversion over the per common unit value designated at the grant date of the PIUs (the participation threshold), as specified in the underlying award agreements. All outstanding PIUs automatically converted into 22,367,358 shares of Class A common stock and 43,143,440 shares of Class B common stock at the time of the Corporate Conversion. Furthermore, the accelerated vesting condition of all unvested PIUs were satisfied upon the completion of the Company's IPO and thus, the Company recorded $25 million in equity-based compensation related to the accelerated vesting of PIUs for the nine months ended September 30, 2021. The Company did not incur equity-based compensation related to PIUs for the three months ended September 30, 2021. Equity-based Compensation Expense Stock options and RSUs are measured at the estimated fair value on the measurement date, which is typically the grant date. In the first quarter of 2021, the Company changed its policy for recognizing equity-based compensation expense from the graded vesting attribution method of accounting to the straight-line attribution method of accounting for its equity-based compensation arrangements with service only vesting conditions. For additional information, see Note 2 — "Change in Accounting Principle." The following table presents the effects of equity-based compensation, as retrospectively adjusted for the change in accounting principle described above, in the condensed consolidated statements of operations and comprehensive loss: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Cost of sales $ 2,928 $ 162 $ 7,281 $ 447 Operating, general and administrative 53,210 7,130 186,169 23,570 Total $ 56,138 $ 7,292 $ 193,450 $ 24,017 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s tax provision or benefit from income taxes for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment. No income tax benefit was accrued for jurisdictions where the Company anticipates incurring a loss during the full fiscal year as the related deferred tax assets were fully offset by a valuation allowance. The Company’s resulting effective tax rate differs from the applicable statutory rate, primarily due to the valuation allowance against its deferred tax assets. The Company is subject to income taxation through certain of its subsidiaries predominantly in the United States, China, South Korea, Singapore, Japan, and Taiwan. |
Defined Severance Benefits
Defined Severance Benefits | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Defined Severance Benefits | Defined Severance Benefits Defined severance benefits are for employees of the Company’s Korean subsidiaries. The Korean subsidiaries offer defined benefits to provide severance payments to all employees that leave the Company based on employment length and pay rate. The following table provides the components of net periodic benefit costs and the portion of these costs charged to expense: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Current service costs $ 32,502 $ 18,602 $ 95,281 $ 47,781 Interest expense 854 325 2,039 965 Amortization of: Prior service credit 23 — 69 — Net actuarial loss 1,242 37 3,260 110 Net periodic benefit costs charged to expense $ 34,621 $ 18,964 $ 100,649 $ 48,856 |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share The Company computes net loss per share using the two-class method required for multiple classes of common stock and participating securities. As the liquidation and dividend rights are identical, the undistributed earnings or loss are allocated on a proportionate basis to each class of common stock, and the resulting basic and diluted net loss per share attributable to common stockholders are therefore the same for Class A and Class B common stock on both an individual and a combined basis. Basic net loss per share is computed using the weighted-average number of shares of Class A and Class B common stock outstanding during the period. Diluted net loss per share is computed using the weighted-average number of shares of Class A and Class B common stock and potentially dilutive Class A and Class B potential common shares outstanding during the period. The Company's basic and diluted net loss per share are the same because the Company has generated net loss to common stockholders. During the nine months ended September 30, 2020, the Company repurchased certain preferred units at a premium over the carrying values, which increased net loss attributable to common stockholders. As discussed in Note 1 — "Basis of Presentation and Summary of Significant Accounting Policies," immediately prior to the IPO, the Company completed the Corporate Conversion. The Corporate Conversion resulted in a change of equity interests from common units to shares of common stock, but no change in relative shareholder rights, rank, or value before and after this reorganization transaction. As such, the Corporate Conversion of common units was considered equivalent to a stock split and requires retrospective treatment for net loss per share purposes. All share and per share information has been retroactively adjusted to reflect the Corporate Conversion for all periods presented. PIUs outstanding prior to the Corporate Conversion were considered compensatory arrangements that were settled with shares of Class A or Class B common stock at the time of the Corporate Conversion and have been included as outstanding shares subsequent to that date. Similarly, any preferred units that were converted in accordance with their terms into shares of Class A or Class B common stock at the time of the Corporate Conversion have also been included as outstanding shares subsequent to that date. The following table presents the calculation of basic and diluted net loss per share: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share amounts) 2021 2020 2021 2020 Numerator: Net loss $ (323,977) $ (172,999) $ (1,137,611) $ (380,402) Less: premium on repurchase of redeemable convertible preferred units — — — (92,734) Net loss attributable to Class A and Class B common stockholders $ (323,977) $ (172,999) $ (1,137,611) $ (473,136) Denominator: Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted 1,747,255 29,284 1,313,234 27,085 Net loss attributable to Class A and Class B common stockholders per share, basic and diluted $ (0.19) $ (5.91) $ (0.87) $ (17.47) The following have been excluded from the computation of basic and diluted net loss per share attributable to Class A and Class B common stockholders as their effect would have been anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, (in thousands of equivalent common shares) 2021 2020 2021 2020 Convertible debt — 168,207 — 168,207 Redeemable convertible preferred units — 1,329,465 — 1,329,465 Equity compensation awards 41,702 82,634 49,835 68,946 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. |
Principles of Consolidation | The condensed consolidated balance sheet as of December 31, 2020 included herein was derived from the audited consolidated financial statements as of that date. The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations and comprehensive loss, redeemable convertible preferred units and stockholders’/members’ equity (deficit), and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes included in the final prospectus dated March 10, 2021, as filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (File No. 333-253030) (“Final Prospectus”). |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates, which include, but are not limited to, equity-based compensation, inventory valuation, income taxes, defined severance benefits, and revenue recognition. Actual results could differ materially from those estimates. We based our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Given the global economic climate and additional or unforeseen effects from the COVID-19 pandemic, these estimates become more challenging, and actual results could differ materially from these estimates. |
Segment Information | Segment Information The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. |
Equity-based Compensation | Equity-based Compensation The Company accounts for equity-based employee compensation arrangements in accordance with U.S. GAAP, which requires compensation expense for the grant-date fair value of equity-based awards to be recognized over the requisite service period. The Company determines the fair value of equity-based awards granted or modified on the grant date or modification date using appropriate valuation techniques. Forfeitures are estimated using historical experience at the time of grant and revised in subsequent periods if actual forfeitures differ from initial estimates. Prior to the IPO, the grant-date fair value of equity-based awards was primarily determined using the estimated fair value of the Company's previously issued common units. Common unit fair value estimates were developed by considering numerous objective and subjective factors that required judgment. Subsequent to the IPO, the Company determines the fair value of its Class A common stock using the market closing price on the grant date. During the first quarter of 2021, the Company changed its policy for recognizing equity-based compensation expense from the graded vesting attribution method of accounting to the straight-line attribution method of accounting for its equity-based compensation arrangements with service only vesting conditions. For additional information, see Note 2 — "Change in Accounting Principle." Restricted Stock Units The Company had previously granted restricted equity units under its 2011 Equity Incentive Plan (“2011 Plan”), which vest upon the satisfaction of both a service-based condition and a performance-based condition. In connection with the Company’s Corporate Conversion, the outstanding awards were converted into restricted stock units (“RSUs”). Following the IPO and Corporate Conversion, the Company has granted RSUs that vest upon the satisfaction of a service-based condition as defined in the Company’s 2021 Equity Incentive Plan (“2021 Plan”). The grant-date fair value of each RSU, net of estimated forfeitures, is recognized as expense over the requisite service period. Stock Options The Company had previously granted unit options under the 2011 Plan, which vest over a service period of generally four years. In connection with the Company’s Corporate Conversion, the outstanding awards were converted into stock options. The grant-date fair value of each stock option award, net of estimated forfeitures, is recognized as expense over the requisite service period. The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including the expected stock price volatility over the expected term of the award, actual and projected employee stock option exercise behaviors, the risk-free interest rate for the expected term of the award, and expected dividends. The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group. The assumptions used to determine the fair value of the option awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. Profits Interests Prior to the IPO, the Company granted common units designated as PIUs that vested upon the satisfaction of a service-based condition and with respect to certain awards, which vesting accelerated upon the occurrence of the IPO. The grant-date fair value of the PIUs, net of estimated forfeitures, were recognized as expense over the requisite service period. |
Concentration of Credit Risk | Concentration of Credit Risk Cash and cash equivalents, restricted cash and accounts receivable are potentially subject to concentration of credit risk. Cash and cash equivalents, and restricted cash are placed with several financial institutions that management believes are of high credit quality, of which 67% were held at three financial institutions as of September 30, 2021. The Company’s gross accounts receivable include amounts concentrated with four payment processing companies representing 50% of gross accounts receivable at September 30, 2021. |
Recent Accounting Pronouncements Adopted / Recent Accounting Pronouncements Yet To Be Adopted | Recent Accounting Pronouncements Adopted In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which removes certain exceptions for performing intraperiod allocation, recognizes deferred taxes for investments, and calculates income taxes in interim periods. The standard reduces complexity in certain areas, including franchise taxes that are partially based on income and accounting for tax law changes in interim periods. The ASU is effective for public companies for fiscal years beginning after December 15, 2020, with early adoption permitted. We adopted this ASU effective January 1, 2021. The adoption of the ASU did not have a material impact on our condensed consolidated financial statements. Recent Accounting Pronouncements Yet To Be Adopted In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40).” The standard reduces the number of models used to account for convertible instruments, amends diluted earnings per share (“EPS”) calculations for convertible instruments, and amends the requirements for a contract (or embedded derivative) that is potentially settled in an entity's own shares to be classified in equity. The amendments add certain disclosure requirements to increase transparency and decision-usefulness about a convertible instrument's terms and features. Under the amendment, the Company must use the if-converted method for including convertible instruments in diluted EPS as opposed to the treasury stock method. The ASU is effective for public companies for fiscal years beginning after December 15, 2021. Early adoption is allowed under the standard with either a modified retrospective or full retrospective method. The Company does not expect a material impact from the adoption of the ASU on our condensed consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” In January 2021, the FASB clarified the scope of this guidance with the issuance of ASU 2021-01, “Reference Rate Reform: Scope.” ASU 2020-04 provides optional expedients and exceptions to account for contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate if certain criteria are met. ASU 2020-04 may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We expect to elect the optional expedients for eligible contract modifications, if any, as they occur through December 31, 2022. The application of these expedients is not expected to have a material impact on our condensed consolidated financial statements. |
Change in Accounting Principle
Change in Accounting Principle (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of comparative effect of the change in accounting method | The following table presents the comparative effect of the change in accounting method and its impact on the Company’s condensed consolidated statements of operations and comprehensive loss: Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 (in thousands, except for per share amounts) As Reported As Adjusted As Reported As Adjusted Total net revenues $ 3,136,507 $ 3,136,507 $ 8,163,846 $ 8,163,846 Cost of sales 2,669,479 2,669,552 6,826,847 6,826,861 Operating, general and administrative 684,893 683,192 1,728,585 1,722,077 Total operating cost and expenses 3,354,372 3,352,744 8,555,432 8,548,938 Operating loss (217,865) (216,237) (391,586) (385,092) Loss before income taxes (174,606) (172,978) (386,668) (380,174) Income tax expense 21 21 228 228 Net loss (174,627) (172,999) (386,896) (380,402) Net loss attributable to Class A and Class B common stockholders $ (174,627) $ (172,999) $ (479,630) $ (473,136) Net loss attributable to Class A and Class B common stockholders per share, basic and diluted (1) $ (5.96) $ (5.91) $ (17.71) $ (17.47) Weighted-average number of Class A and Class B common shares outstanding used in computing per share amounts, basic and diluted (1) 29,284 29,284 27,085 27,085 Comprehensive loss $ (177,547) $ (175,919) $ (391,428) $ (384,934) ____________ (1) As reported net loss per share reflects the retrospective adjustments from the Corporate Conversion described in Note 14 — "Net Loss per Share." The following table presents the comparative effect of the change in accounting method and its impact on the Company’s condensed consolidated balance sheets: As of December 31, 2020 (in thousands) As Reported As Adjusted Stockholders'/members’ equity (deficit) Common units $ 54,950 $ 45,122 Additional paid-in capital 25,036 25,036 Accumulated other comprehensive income (loss) (31,093) (31,093) Accumulated deficit (4,117,755) (4,107,927) Total stockholders'/members’ equity (deficit) $ (4,068,862) $ (4,068,862) |
Net Revenues (Tables)
Net Revenues (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of Revenue | Details of total net revenues were as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Net retail sales $ 4,137,136 $ 2,897,682 $ 11,938,685 $ 7,555,592 Third-party merchant services 450,634 202,356 1,231,799 516,367 Other revenue 56,935 36,469 159,195 91,887 Total net revenues $ 4,644,705 $ 3,136,507 $ 13,329,679 $ 8,163,846 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | The following summarizes the Company’s property and equipment, net: (in thousands) September 30, 2021 December 31, 2020 Land $ 140,857 $ 142,403 Buildings 117,675 181,529 Equipment and furniture 506,119 473,775 Leasehold improvements 277,331 172,864 Vehicles 159,245 165,073 Software 33,362 48,136 Construction in progress 309,320 169,789 Property and equipment, gross 1,543,909 1,353,569 Less: Accumulated depreciation and amortization (376,446) (335,622) Property and equipment, net $ 1,167,463 $ 1,017,947 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Summary of Lease Impacts | The components of operating lease cost were as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Operating lease cost $ 87,814 $ 55,629 $ 247,566 $ 132,957 Variable and short-term lease cost 9,895 6,380 26,784 16,360 Total operating lease cost $ 97,709 $ 62,009 $ 274,350 $ 149,317 Supplemental disclosure of cash flow information related to leases were as follows: Nine Months Ended September 30, (in thousands) 2021 2020 Cash paid for the amount used to measure the operating lease liabilities $ 204,791 $ 100,154 Operating lease assets obtained in exchange for lease obligations $ 485,788 $ 486,570 Net increase (decrease) to operating lease ROU assets resulting from remeasurements of lease obligations $ 40,812 $ (5,544) The assumptions used to value leases for the periods presented were as follows: September 30, 2021 December 31, 2020 Operating leases weighted-average remaining lease term 6.0 years 6.2 years Operating leases weighted-average discount rate 6.09 % 5.88 % |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and financial liabilities measured at fair value on a recurring basis | The following table summarizes the Company's financial assets and financial liabilities that are measured at fair value on a recurring basis: September 30, 2021 (in thousands) Level 1 Level 2 Level 3 Total Financial assets: Cash and cash equivalents Money market trust $ 392,605 $ — $ — $ 392,605 Money market fund 35,295 — — 35,295 Restricted cash Time deposit 270,667 — — 270,667 Money market trust 66,431 — — 66,431 Other current assets Time deposit 6,752 — — 6,752 Long-term restricted cash Time deposit 1,840 — — 1,840 Money market account 2,501 — — 2,501 Total financial assets $ 776,091 $ — $ — $ 776,091 December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Financial assets: Cash and cash equivalents Money market trust $ 629,393 $ — $ — $ 629,393 Money market fund 35,641 — — 35,641 Restricted cash Time deposit 144,949 — — 144,949 Other current assets Time deposit 18,382 — — 18,382 Long-term restricted cash Time deposit 4,898 — — 4,898 Total financial assets $ 833,263 $ — $ — $ 833,263 Financial liabilities: Derivative instrument $ — $ — $ — $ — Total financial liabilities $ — $ — $ — $ — |
Schedule of significant unobservable inputs used in the fair value measurement of derivative instruments | The following table summarizes information about the significant unobservable inputs used in the fair value measurement of the Company’s derivative instrument: December 31, 2020 Fair Value Valuation Technique Unobservable Inputs Input Amount Derivative instrument $ — Valuation of convertible notes with and without the derivative instrument. Incorporates a discounted cash flow model and option pricing model. Discount rate 14 % Equity value: Long-term revenue growth rate 3.5 % Equity value: Revenue market multiple 1.3x - 1.5x |
Short-Term Borrowings and Lon_2
Short-Term Borrowings and Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Short-term Debt | Details of carrying amounts of short-term borrowings were as follows: (in thousands) Borrowing Limit September 30, 2021 December 31, 2020 Maturity Date Interest rate (%) January 7, 2022 CD interest rate (91 days) + 3.25 $ 126,593 $ 126,593 $ 137,868 December 6, 2021 – June 25, 2022 3.20 – 4.00 41,649 41,649 19,117 Total principal short-term borrowings $ 168,242 $ 168,242 $ 156,985 Less: unamortized discounts (190) (307) Total short-term borrowings $ 168,052 $ 156,678 |
Schedule of Long-term Debt | Details of carrying amounts of long-term debt were as follows: (in thousands) September 30, 2021 December 31, 2020 Maturity Date Interest rate (%) Borrowing Limit February 27, 2024 (1) (5) $ 1,000,000 $ — $ — October 21, 2021 – March 26, 2023 (2) 3.10 – 5.10 36,595 24,596 50,713 November 28, 2021 (3) 5.20 3,205 3,205 19,199 December 23, 2021 – August 12, 2024 (4) 2.87 – 8.50 557,852 528,651 354,963 Total principal long-term debt $ 1,597,652 $ 556,452 $ 424,875 Less: current portion of long-term debt (385,888) (67,576) Less: unamortized discounts (1,231) (3,957) Total long-term debt $ 169,333 $ 353,342 _____________ (1) Relates to the Company’s new revolving credit facility as described below. (2) The Company entered into various loan agreements with fixed interest rates for general operating purposes. (3) In November 2019, the Company entered into a fixed-rate term loan facility agreement, secured by certain of the Company’s accounts receivable. At September 30, 2021, the Company had $3 million deposited in a trust account for repayment guarantee purposes, which is classified as short-term restricted cash on the condensed consolidated balance sheets. Principal and interest are to be paid on a monthly basis. (4) In March 2017, the Company entered into a term loan facility agreement. The Company was required to pledge certain land, building, inventories, and short-term financial instruments as collateral. However, as a result of the FC Fire, the building and inventories were extensively damaged, and on August 4, 2021, the term loan facility agreement was amended to replace the original collateral with $194 million in cash secured as collateral and to repay $70 million of the outstanding principal balance. The amendment, which took place within the cure period, subsequently resulted in the Company being in compliance with its term loan facility agreement. Principal is to be paid at maturity and interest is paid on a quarterly basis. Later in August 2021, the Company entered into a new $169 million three-year term loan agreement. The Company pledged $203 million of certain land and buildings as collateral. The loan bears interest at a fixed rate of 3.155%. Principal is to be paid at maturity and interest is paid on a monthly basis. (5) Borrowings under the new revolving credit facility bear interest, at the Company’s option, at a rate per annum equal to (i) a base rate equal to the highest of (A) the prime rate, (B) the higher of the federal funds rate or a composite overnight bank borrowing rate plus 0.50%, or (C) an adjusted LIBOR for a one-month interest period plus 1.00% or (ii) an adjusted LIBOR plus a margin equal to 1.00%. |
Schedule of Maturities of Long-term Debt | Future principal payments for long-term debt as of September 30, 2021 were as follows: (in thousands) Long-term debt Remainder of 2021 $ 24,356 2022 363,083 2023 222 2024 168,791 2025 — Thereafter — Total $ 556,452 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of minimum contractual commitments | The following summarizes the Company’s minimum contractual commitments as of September 30, 2021: (in thousands) Unconditional purchase obligations (unrecognized) Long-term debt (including interest) Operating leases Total Remainder of 2021 $ 53,165 $ 30,320 $ 81,192 $ 164,677 2022 170,975 375,773 330,295 877,043 2023 143,106 5,534 294,860 443,500 2024 88,378 172,365 257,783 518,526 2025 84,758 — 203,864 288,622 Thereafter 28,253 — 487,320 515,573 Total undiscounted payments $ 568,635 $ 583,992 $ 1,655,314 $ 2,807,941 Less: lease imputed interest (291,441) Total lease commitments $ 1,363,873 |
Equity-based Compensation Pla_2
Equity-based Compensation Plans (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Equity-Based Compensation | The following table presents the effects of equity-based compensation, as retrospectively adjusted for the change in accounting principle described above, in the condensed consolidated statements of operations and comprehensive loss: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Cost of sales $ 2,928 $ 162 $ 7,281 $ 447 Operating, general and administrative 53,210 7,130 186,169 23,570 Total $ 56,138 $ 7,292 $ 193,450 $ 24,017 |
Defined Severance Benefits (Tab
Defined Severance Benefits (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of components of net periodic benefit costs | The following table provides the components of net periodic benefit costs and the portion of these costs charged to expense: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Current service costs $ 32,502 $ 18,602 $ 95,281 $ 47,781 Interest expense 854 325 2,039 965 Amortization of: Prior service credit 23 — 69 — Net actuarial loss 1,242 37 3,260 110 Net periodic benefit costs charged to expense $ 34,621 $ 18,964 $ 100,649 $ 48,856 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss Per Share/Common Unit | The following table presents the calculation of basic and diluted net loss per share: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share amounts) 2021 2020 2021 2020 Numerator: Net loss $ (323,977) $ (172,999) $ (1,137,611) $ (380,402) Less: premium on repurchase of redeemable convertible preferred units — — — (92,734) Net loss attributable to Class A and Class B common stockholders $ (323,977) $ (172,999) $ (1,137,611) $ (473,136) Denominator: Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted 1,747,255 29,284 1,313,234 27,085 Net loss attributable to Class A and Class B common stockholders per share, basic and diluted $ (0.19) $ (5.91) $ (0.87) $ (17.47) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following have been excluded from the computation of basic and diluted net loss per share attributable to Class A and Class B common stockholders as their effect would have been anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, (in thousands of equivalent common shares) 2021 2020 2021 2020 Convertible debt — 168,207 — 168,207 Redeemable convertible preferred units — 1,329,465 — 1,329,465 Equity compensation awards 41,702 82,634 49,835 68,946 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands | Mar. 15, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($) | Sep. 30, 2021USD ($)numberOfOperatingSegmentnumberOfReportableSegment | Sep. 30, 2020USD ($) |
Basis of Presentation of Summary of Significant Accounting Policies [Line Items] | ||||
Inventory and fixed asset losses due to fulfillment center fire | $ 284,825 | $ 0 | ||
Number of operating segments | numberOfOperatingSegment | 1 | |||
Number of reportable segments | numberOfReportableSegment | 1 | |||
Fire | ||||
Basis of Presentation of Summary of Significant Accounting Policies [Line Items] | ||||
Increase in net loss due to fulfillment center fire | $ 296,000 | |||
Fire | Cost of sales | ||||
Basis of Presentation of Summary of Significant Accounting Policies [Line Items] | ||||
Inventory and fixed asset losses due to fulfillment center fire | $ 158,000 | |||
Fire | Operating, general and administrative | ||||
Basis of Presentation of Summary of Significant Accounting Policies [Line Items] | ||||
Inventory and fixed asset losses due to fulfillment center fire | 127,000 | |||
Liability for catastrophe claims | $ 11,000 | |||
Options | ||||
Basis of Presentation of Summary of Significant Accounting Policies [Line Items] | ||||
Vesting period | 4 years | |||
Cash and Cash Equivalents | Financial Institutions | Three Financial Institutions | ||||
Basis of Presentation of Summary of Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 67.00% | |||
Accounts Receivable | Customer Concentration Risk | Four Payment Processing Companies | ||||
Basis of Presentation of Summary of Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 50.00% | |||
Common Class A | ||||
Basis of Presentation of Summary of Significant Accounting Policies [Line Items] | ||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 100,000,000 | |||
Sale of stock, price per share (in usd per share) | $ / shares | $ 35 | |||
Proceeds from sale of stock, net | $ 3,400,000 | |||
Payments for underwriting discounts | $ 69,000 |
Change in Accounting Principl_2
Change in Accounting Principle - Changes in Income Statement Items (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Total net revenues | $ 4,644,705 | $ 3,136,507 | $ 13,329,679 | $ 8,163,846 | ||||
Cost of sales | 3,890,178 | 2,669,552 | 11,184,152 | 6,826,861 | ||||
Operating, general and administrative | 1,069,639 | 683,192 | 3,242,891 | 1,722,077 | ||||
Total operating cost and expenses | 4,959,817 | 3,352,744 | 14,427,043 | 8,548,938 | ||||
Operating loss | (315,112) | (216,237) | (1,097,364) | (385,092) | ||||
Loss before income taxes | (323,911) | (172,978) | (1,137,440) | (380,174) | ||||
Income tax expense | 66 | 21 | 171 | 228 | ||||
Net loss | (323,977) | $ (518,601) | $ (295,033) | (172,999) | $ (102,050) | $ (105,353) | (1,137,611) | (380,402) |
Net loss attributable to Class A and Class B common stockholders | $ (323,977) | $ (172,999) | $ (1,137,611) | $ (473,136) | ||||
Net loss attributable to Class A and Class B common stockholders per share, basic (in dollars per share) | $ (0.19) | $ (5.91) | $ (0.87) | $ (17.47) | ||||
Net loss attributable to Class A and Class B common stockholders per share, diluted (in dollars per share) | $ (0.19) | $ (5.91) | $ (0.87) | $ (17.47) | ||||
Weighted-average number of Class A and Class B common shares outstanding used in computing per share amounts, basic (in shares) | 1,747,255 | 29,284 | 1,313,234 | 27,085 | ||||
Weighted-average number of Class A and Class B common shares outstanding used in computing per share amounts, diluted (in shares) | 1,747,255 | 29,284 | 1,313,234 | 27,085 | ||||
Comprehensive loss | $ (298,445) | $ (175,919) | $ (1,106,432) | $ (384,934) | ||||
As Reported | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Total net revenues | 3,136,507 | 8,163,846 | ||||||
Cost of sales | 2,669,479 | 6,826,847 | ||||||
Operating, general and administrative | 684,893 | 1,728,585 | ||||||
Total operating cost and expenses | 3,354,372 | 8,555,432 | ||||||
Operating loss | (217,865) | (391,586) | ||||||
Loss before income taxes | (174,606) | (386,668) | ||||||
Income tax expense | 21 | 228 | ||||||
Net loss | (174,627) | (386,896) | ||||||
Net loss attributable to Class A and Class B common stockholders | $ (174,627) | $ (479,630) | ||||||
Net loss attributable to Class A and Class B common stockholders per share, basic (in dollars per share) | $ (5.96) | $ (17.71) | ||||||
Net loss attributable to Class A and Class B common stockholders per share, diluted (in dollars per share) | $ (5.96) | $ (17.71) | ||||||
Weighted-average number of Class A and Class B common shares outstanding used in computing per share amounts, basic (in shares) | 29,284 | 27,085 | ||||||
Weighted-average number of Class A and Class B common shares outstanding used in computing per share amounts, diluted (in shares) | 29,284 | 27,085 | ||||||
Comprehensive loss | $ (177,547) | $ (391,428) |
Change in Accounting Principl_3
Change in Accounting Principle - Changes in Balance Sheet Items (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Common units | $ 0 | $ 45,122 | ||||||
Additional paid-in capital | 7,813,384 | 25,036 | ||||||
Accumulated other comprehensive income (loss) | 86 | (31,093) | ||||||
Accumulated deficit | (5,245,538) | (4,107,927) | ||||||
Total stockholders'/members’ equity (deficit) | $ 2,568,106 | $ 2,802,629 | $ 3,275,125 | (4,068,862) | $ (3,976,608) | $ (3,811,142) | $ (3,665,081) | $ (3,532,912) |
As Reported | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Common units | 54,950 | |||||||
Additional paid-in capital | 25,036 | |||||||
Accumulated other comprehensive income (loss) | (31,093) | |||||||
Accumulated deficit | (4,117,755) | |||||||
Total stockholders'/members’ equity (deficit) | $ (4,068,862) |
Change in Accounting Principl_4
Change in Accounting Principle - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Decrease in net loss | $ 323,977 | $ 518,601 | $ 295,033 | $ 172,999 | $ 102,050 | $ 105,353 | $ 1,137,611 | $ 380,402 |
Equity-based compensation | $ (193,450) | (24,017) | ||||||
Change in Accounting Principle, Adjustment | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Decrease in net loss | (6,000) | |||||||
Equity-based compensation | $ (6,000) |
Net Revenues (Details)
Net Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total net revenues | $ 4,644,705 | $ 3,136,507 | $ 13,329,679 | $ 8,163,846 |
Deferred revenue recognized in period | 60,000 | 27,000 | ||
Net retail sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenues | 4,137,136 | 2,897,682 | 11,938,685 | 7,555,592 |
Third-party merchant services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenues | 450,634 | 202,356 | 1,231,799 | 516,367 |
Other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenues | $ 56,935 | $ 36,469 | $ 159,195 | $ 91,887 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 1,543,909 | $ 1,543,909 | $ 1,353,569 | ||
Less: Accumulated depreciation and amortization | (376,446) | (376,446) | (335,622) | ||
Property and equipment, net | 1,167,463 | 1,167,463 | 1,017,947 | ||
Depreciation | 51,000 | $ 32,000 | 145,000 | $ 85,000 | |
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 140,857 | 140,857 | 142,403 | ||
Buildings | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 117,675 | 117,675 | 181,529 | ||
Equipment and furniture | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 506,119 | 506,119 | 473,775 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 277,331 | 277,331 | 172,864 | ||
Vehicles | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 159,245 | 159,245 | 165,073 | ||
Software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 33,362 | 33,362 | 48,136 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 309,320 | $ 309,320 | $ 169,789 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | Sep. 30, 2021USD ($) |
Lessee, Lease, Description [Line Items] | |
Lessee, operating lease, remaining lease term | 11 years |
Lessee, operating lease, lease not yet commenced, undiscounted amount | $ 346 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating lease, lease not yet commenced, term of contract | 2 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating lease, lease not yet commenced, term of contract | 10 years |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost and Balance Sheet Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease cost | $ 87,814 | $ 55,629 | $ 247,566 | $ 132,957 |
Variable and short-term lease cost | 9,895 | 6,380 | 26,784 | 16,360 |
Total operating lease cost | $ 97,709 | $ 62,009 | $ 274,350 | $ 149,317 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Supplemental disclosure of cash-flow information: | |||
Cash paid for the amount used to measure the operating lease liabilities | $ 204,791 | $ 100,154 | |
Operating lease assets obtained in exchange for lease obligations | 485,788 | 486,570 | |
Net increase (decrease) to operating lease ROU assets resulting from remeasurements of lease obligations | $ 40,812 | $ (5,544) | |
Weighted Average Remaining Lease Term [Abstract] | |||
Operating leases weighted-average remaining lease term | 6 years | 6 years 2 months 12 days | |
Operating leases weighted-average discount rate | 6.09% | 5.88% |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Financial Assets and Liabilities at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Level 3 | ||
Financial liabilities: | ||
Derivative instrument | $ 0 | |
Fair Value, Recurring | ||
Financial assets: | ||
Total financial assets | $ 776,091 | 833,263 |
Financial liabilities: | ||
Derivative instrument | 0 | |
Total financial liabilities | 0 | |
Fair Value, Recurring | Level 1 | ||
Financial assets: | ||
Total financial assets | 776,091 | 833,263 |
Financial liabilities: | ||
Derivative instrument | 0 | |
Total financial liabilities | 0 | |
Fair Value, Recurring | Level 2 | ||
Financial assets: | ||
Total financial assets | 0 | 0 |
Financial liabilities: | ||
Derivative instrument | 0 | |
Total financial liabilities | 0 | |
Fair Value, Recurring | Level 3 | ||
Financial assets: | ||
Total financial assets | 0 | 0 |
Financial liabilities: | ||
Derivative instrument | 0 | |
Total financial liabilities | 0 | |
Fair Value, Recurring | Money market trust | ||
Financial assets: | ||
Cash and cash equivalents | 392,605 | 629,393 |
Restricted cash | 66,431 | |
Fair Value, Recurring | Money market trust | Level 1 | ||
Financial assets: | ||
Cash and cash equivalents | 392,605 | 629,393 |
Restricted cash | 66,431 | |
Fair Value, Recurring | Money market trust | Level 2 | ||
Financial assets: | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | |
Fair Value, Recurring | Money market trust | Level 3 | ||
Financial assets: | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | |
Fair Value, Recurring | Money market fund | ||
Financial assets: | ||
Cash and cash equivalents | 35,295 | 35,641 |
Long-term restricted cash | 2,501 | |
Fair Value, Recurring | Money market fund | Level 1 | ||
Financial assets: | ||
Cash and cash equivalents | 35,295 | 35,641 |
Long-term restricted cash | 2,501 | |
Fair Value, Recurring | Money market fund | Level 2 | ||
Financial assets: | ||
Cash and cash equivalents | 0 | 0 |
Long-term restricted cash | 0 | |
Fair Value, Recurring | Money market fund | Level 3 | ||
Financial assets: | ||
Cash and cash equivalents | 0 | 0 |
Long-term restricted cash | 0 | |
Fair Value, Recurring | Time deposit | ||
Financial assets: | ||
Restricted cash | 270,667 | 144,949 |
Other current assets | 6,752 | 18,382 |
Long-term restricted cash | 1,840 | 4,898 |
Fair Value, Recurring | Time deposit | Level 1 | ||
Financial assets: | ||
Restricted cash | 270,667 | 144,949 |
Other current assets | 6,752 | 18,382 |
Long-term restricted cash | 1,840 | 4,898 |
Fair Value, Recurring | Time deposit | Level 2 | ||
Financial assets: | ||
Restricted cash | 0 | 0 |
Other current assets | 0 | 0 |
Long-term restricted cash | 0 | 0 |
Fair Value, Recurring | Time deposit | Level 3 | ||
Financial assets: | ||
Restricted cash | 0 | 0 |
Other current assets | 0 | 0 |
Long-term restricted cash | $ 0 | $ 0 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Derivative Liability Measurement Input Assumptions (Details) - Level 3 $ in Thousands | Dec. 31, 2020USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative instrument | $ 0 |
Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Input Amount | 0.14 |
Equity value: Long-term revenue growth rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Input Amount | 0.035 |
Minimum | Equity value: Revenue market multiple | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Input Amount | 1.3 |
Maximum | Equity value: Revenue market multiple | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Input Amount | 1.5 |
Short-Term Borrowings and Lon_3
Short-Term Borrowings and Long-Term Debt - Schedule of Short-term Borrowings (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Line of Credit Facility [Line Items] | ||
Borrowing Limit | $ 1,597,652 | |
Total short-term borrowings | 168,052 | $ 156,678 |
Line of credit | ||
Line of Credit Facility [Line Items] | ||
Borrowing Limit | 168,242 | |
Total principal short-term borrowings | 168,242 | 156,985 |
Less: unamortized discounts | (190) | (307) |
Total short-term borrowings | 168,052 | 156,678 |
Line of credit | Credit Facility, Maturing January 2022 | ||
Line of Credit Facility [Line Items] | ||
Borrowing Limit | 126,593 | |
Total principal short-term borrowings | $ 126,593 | 137,868 |
Line of credit | Credit Facility, Maturing January 2022 | KRW Denominated Bank Certificate of Deposit Rate | ||
Line of Credit Facility [Line Items] | ||
Variable interest rate | 3.25% | |
Line of credit | Credit Facility, Maturing June 2022 | ||
Line of Credit Facility [Line Items] | ||
Borrowing Limit | $ 41,649 | |
Total principal short-term borrowings | $ 41,649 | $ 19,117 |
Line of credit | Credit Facility, Maturing June 2022 | Minimum | ||
Line of Credit Facility [Line Items] | ||
Interest rate (%) | 3.20% | |
Line of credit | Credit Facility, Maturing June 2022 | Maximum | ||
Line of Credit Facility [Line Items] | ||
Interest rate (%) | 4.00% |
Short-Term Borrowings and Lon_4
Short-Term Borrowings and Long-Term Debt - Short-Term Borrowings Narrative (Details) - Line of credit - Credit Facility, Maturing January 2022 - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||
Debt instrument term | 1 year | |
Line of credit facility, borrowing limit | $ 127 | |
Pledged assets | $ 1,200 | |
Debt instrument, extension term | 364 days | |
Line of credit, unused capacity, commitment fee percentage | 0.75% | |
KRW Denominated Bank Certificate of Deposit Rate | ||
Debt Instrument [Line Items] | ||
Variable interest rate | 3.25% |
Short-Term Borrowings and Lon_5
Short-Term Borrowings and Long-Term Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Aug. 04, 2021 | Aug. 31, 2021 | Feb. 28, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||||
Borrowing Limit | $ 1,597,652 | ||||
Total principal long-term debt | 556,452 | $ 424,875 | |||
Current portion of long-term debt | (385,888) | (67,576) | |||
Less: unamortized discounts | (1,231) | (3,957) | |||
Total | 169,333 | 353,342 | |||
Line of credit | |||||
Debt Instrument [Line Items] | |||||
Borrowing Limit | 168,242 | ||||
Line of credit | February 27, 2024 | |||||
Debt Instrument [Line Items] | |||||
Borrowing Limit | 1,000,000 | ||||
Total principal long-term debt | $ 0 | 0 | |||
Debt instrument term | 3 years | ||||
Line of credit | February 27, 2024 | Federal funds rate or composite overnight bank borrowings rate | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 0.50% | ||||
Line of credit | February 27, 2024 | Adjusted LIBOR | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 1.00% | ||||
Line of credit | February 27, 2024 | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 1.00% | ||||
Line of credit | November 28, 2021 | |||||
Debt Instrument [Line Items] | |||||
Interest rate (%) | 5.20% | ||||
Borrowing Limit | $ 3,205 | ||||
Total principal long-term debt | 3,205 | 19,199 | |||
Restricted cash, held as guarantee | 3,000 | ||||
Line of credit | December 23, 2021 - August 12, 2024 | |||||
Debt Instrument [Line Items] | |||||
Borrowing Limit | 557,852 | ||||
Total principal long-term debt | $ 528,651 | 354,963 | |||
Line of credit | December 23, 2021 - August 12, 2024 | Minimum | |||||
Debt Instrument [Line Items] | |||||
Interest rate (%) | 2.87% | ||||
Line of credit | December 23, 2021 - August 12, 2024 | Maximum | |||||
Debt Instrument [Line Items] | |||||
Interest rate (%) | 8.50% | ||||
Line of credit | USD 265 Million, Line of Credit, Maturing December 2021 Thru August 2022 | |||||
Debt Instrument [Line Items] | |||||
Pledged assets | $ 194,000 | ||||
Extinguishment of outstanding principal | $ 70,000 | ||||
Loans payable | October 21, 2021 - March 26, 2023 | |||||
Debt Instrument [Line Items] | |||||
Borrowing Limit | $ 36,595 | ||||
Total principal long-term debt | $ 24,596 | $ 50,713 | |||
Loans payable | October 21, 2021 - March 26, 2023 | Minimum | |||||
Debt Instrument [Line Items] | |||||
Interest rate (%) | 3.10% | ||||
Loans payable | October 21, 2021 - March 26, 2023 | Maximum | |||||
Debt Instrument [Line Items] | |||||
Interest rate (%) | 5.10% | ||||
Loans payable | USD 169 Million, Term Loan, Maturing 2024 | |||||
Debt Instrument [Line Items] | |||||
Interest rate (%) | 3.155% | ||||
Borrowing Limit | $ 169,000 | ||||
Pledged assets | $ 203,000 | ||||
Debt instrument term | 3 years |
Short-Term Borrowings and Lon_6
Short-Term Borrowings and Long-Term Debt - Long-Term Debt Narrative (Details) - USD ($) | 1 Months Ended | |||
Oct. 31, 2021 | Feb. 28, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Principal amount | $ 1,597,652,000 | |||
Line of credit | February 27, 2024 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument term | 3 years | |||
Borrowing limit, total initial borrowings | $ 475,000,000 | $ 1,000,000,000 | ||
Accordion feature, increase limit | 950,000,000 | |||
Net proceeds from Issuance IPO required, accordion feature increase limit | 2,000,000,000 | |||
Line of credit, additional incremental borrowings | $ 1,250,000,000 | |||
Balance drawn | 0 | |||
Principal amount | $ 1,000,000,000 | |||
Secured debt | Two-Year Loan Agreement | Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Debt instrument term | 2 years | |||
Principal amount | $ 139,000,000 | |||
Pledged assets, loan agreement collateral | $ 167,000,000 | |||
Interest rate (%) | 3.45% |
Short-Term Borrowings and Lon_7
Short-Term Borrowings and Long-Term Debt - Schedule of Long-term Debt Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Maturities of Long-term Debt [Abstract] | ||
Remainder of 2021 | $ 24,356 | |
2022 | 363,083 | |
2023 | 222 | |
2024 | 168,791 | |
2025 | 0 | |
Thereafter | 0 | |
Total principal long-term debt | $ 556,452 | $ 424,875 |
Convertible Notes and Derivat_2
Convertible Notes and Derivative Instrument (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Sep. 30, 2020 | May 16, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | |||||
Principal amount | $ 1,597,652 | ||||
Proceeds from debt | $ 308,772 | $ 220,649 | |||
Convertible notes | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 502,000 | ||||
Proceeds from debt | $ 507,000 | ||||
Converted instrument, shares issued (in shares) | 171,750,446 | ||||
Effective interest rate | 16.99% | 16.99% | 16.99% | ||
Interest expense | $ 24,000 | $ 20,000 | $ 67,000 | ||
Interest expense, excluding amortization | 15,000 | 15,000 | 42,000 | ||
Amortization of debt discount | 9,000 | 5,000 | 25,000 | ||
Convertible debt, equity fair value used to determine conversion | 6,300,000 | ||||
Change in fair value of derivative instrument | $ 70,000 | $ 0 | $ 70,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of minimum contractual commitments (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Recorded Unconditional Purchase Obligation, Fiscal Year Maturity Schedule [Abstract] | |
Remainder of 2021 | $ 53,165 |
2022 | 170,975 |
2023 | 143,106 |
2024 | 88,378 |
2025 | 84,758 |
Thereafter | 28,253 |
Total undiscounted payments | 568,635 |
Long-term debt (including interest) | |
Remainder of 2021 | 30,320 |
2022 | 375,773 |
2023 | 5,534 |
2024 | 172,365 |
2025 | 0 |
Thereafter | 0 |
Total undiscounted payments | 583,992 |
Operating leases | |
Remainder of 2021 | 81,192 |
2022 | 330,295 |
2023 | 294,860 |
2024 | 257,783 |
2025 | 203,864 |
Thereafter | 487,320 |
Total undiscounted payments | 1,655,314 |
Less: lease imputed interest | (291,441) |
Total lease commitments | 1,363,873 |
Total | |
Remainder of 2021 | 164,677 |
2022 | 877,043 |
2023 | 443,500 |
2024 | 518,526 |
2025 | 288,622 |
Thereafter | 515,573 |
Total undiscounted payments | $ 2,807,941 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Units and Stockholders'/Members' Equity (Deficit) (Details) $ / shares in Units, $ in Thousands | Mar. 15, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)shares | Sep. 30, 2021USD ($)votesPerSharevotes$ / sharesshares | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Apr. 11, 2019shares |
Class of Stock [Line Items] | ||||||||||
Redeemable convertible preferred units authorized (in shares) | 0 | 1,448,632,049 | 1,448,632,049 | |||||||
Common units authorized (in shares) | 0 | 264,166,544 | 264,166,544 | |||||||
Preferred stock, shares authorized (in shares) | 2,000,000,000 | |||||||||
Preferred stock, par value (in usd per share) | $ / shares | $ 0.0001 | |||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | ||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||||||
Total stockholders'/members’ equity (deficit) | $ | $ 3,275,125 | $ 2,568,106 | $ 2,802,629 | $ (4,068,862) | $ (3,976,608) | $ (3,811,142) | $ (3,665,081) | $ (3,532,912) | ||
Chief Executive Officer | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion of redeemable convertible preferred units (in shares) | 132,859,550 | |||||||||
Common Units | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion of common units into Class A and Class B common stock (in shares) | 128,723,000 | |||||||||
Common Units | PIUs | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion of stock, conversion discount (in shares) | 75,862 | |||||||||
Accumulated Foreign Currency Adjustment Attributable to Parent | ||||||||||
Class of Stock [Line Items] | ||||||||||
Total stockholders'/members’ equity (deficit) | $ | 35,000 | (4,000) | ||||||||
Accumulated Defined Benefit Plans Adjustment Attributable to Parent | ||||||||||
Class of Stock [Line Items] | ||||||||||
Total stockholders'/members’ equity (deficit) | $ | $ (34,000) | $ (27,000) | ||||||||
Common Class A | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion of redeemable convertible preferred units (in shares) | 1,196,605,432 | |||||||||
Sale of stock, number of shares issued in transaction (in shares) | 100,000,000 | |||||||||
Sale of stock, price per share (in usd per share) | $ / shares | $ 35 | |||||||||
Payments for underwriting discounts | $ | $ 69,000 | |||||||||
Common stock, shares authorized (in shares) | 10,000,000,000 | 0 | ||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Number of votes per share of common stock | votesPerShare | 1 | |||||||||
Common Class A | PIUs | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares converted (in shares) | 22,367,358 | |||||||||
Common Class A | IPO | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares converted (in shares) | 1,200,000 | |||||||||
Sale of stock, number of shares issued in transaction (in shares) | 100,000,000 | |||||||||
Sale of stock, price per share (in usd per share) | $ / shares | $ 35 | |||||||||
Proceeds from issuance of Class A common stock upon initial public offering, net of underwriting discounts | $ | $ 3,400,000 | |||||||||
Payments for underwriting discounts | $ | $ 69,000 | |||||||||
Common Class A | Common Units | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion of common units into Class A and Class B common stock (in shares) | 85,579,584 | |||||||||
Common Class A | Common Units | PIUs | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares converted (in shares) | 22,443,220 | |||||||||
Common Class B | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, shares authorized (in shares) | 250,000,000 | 0 | ||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Number of votes per share of common stock | votes | 29 | |||||||||
Common Class B | IPO | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares converted (in shares) | (1,200,000) | |||||||||
Common Class B | Chief Executive Officer | PIUs | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion of common units into Class A and Class B common stock (in shares) | 43,143,440 |
Equity-based Compensation Pla_3
Equity-based Compensation Plans - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 15, 2021 | Feb. 28, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage of outstanding stock | 5.00% | ||||||
Equity-based compensation expense | $ 56,138 | $ 7,292 | $ 193,450 | $ 24,017 | |||
Options granted in period (in shares) | 6,600,000 | ||||||
Weighted-average grant date fair value of options granted during period (in usd per share) | $ 8.83 | ||||||
Unamortized compensation expense, options | 48,000 | $ 48,000 | |||||
RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Equity-based compensation expense | $ 41,000 | ||||||
Grants in period (in shares) | 15,000,000 | ||||||
Weighted-average grant date fair value of RSU grants during period (in usd per share) | $ 32.93 | ||||||
Unamortized compensation expense | $ 439,000 | $ 439,000 | |||||
Unamortized compensation expense, period for recognition | 3 years | ||||||
RSUs | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 2 years | ||||||
RSUs | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
Unamortized compensation expense, period for recognition | 2 years 2 months 12 days | ||||||
Vested options outstanding (in shares) | 10,900,000 | 10,900,000 | 31,200,000 | ||||
Options | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expiration period | 10 years | ||||||
PIUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Equity-based compensation due to accelerated vesting | $ 25,000 | ||||||
Common Class A | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum number of shares to be issued (in shares) | 215,103,732 | ||||||
Common Class A | PIUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares converted (in shares) | 22,367,358 |
Equity-based Compensation Pla_4
Equity-based Compensation Plans - Schedule of Equity Based Compensation Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 56,138 | $ 7,292 | $ 193,450 | $ 24,017 |
Cost of sales | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 2,928 | 162 | 7,281 | 447 |
Operating, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 53,210 | $ 7,130 | $ 186,169 | $ 23,570 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Sep. 30, 2020 |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Defined Severance Benefits (Det
Defined Severance Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Retirement Benefits [Abstract] | ||||
Current service costs | $ 32,502 | $ 18,602 | $ 95,281 | $ 47,781 |
Interest expense | 854 | 325 | 2,039 | 965 |
Amortization of: | ||||
Prior service credit | 23 | 0 | 69 | 0 |
Net actuarial loss | 1,242 | 37 | 3,260 | 110 |
Net periodic benefit costs charged to expense | $ 34,621 | $ 18,964 | $ 100,649 | $ 48,856 |
Net Loss per Share - Calculatio
Net Loss per Share - Calculation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||||||
Net loss | $ (323,977) | $ (518,601) | $ (295,033) | $ (172,999) | $ (102,050) | $ (105,353) | $ (1,137,611) | $ (380,402) |
Less: premium on repurchase of redeemable convertible preferred units | 0 | 0 | 0 | (92,734) | ||||
Net loss attributable to Class A and Class B common stockholders | $ (323,977) | $ (172,999) | $ (1,137,611) | $ (473,136) | ||||
Denominator: | ||||||||
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic (in shares) | 1,747,255 | 29,284 | 1,313,234 | 27,085 | ||||
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, diluted (in shares) | 1,747,255 | 29,284 | 1,313,234 | 27,085 | ||||
Earnings Per Share, Basic and Diluted [Abstract] | ||||||||
Net loss attributable to Class A and Class B common stockholders per share, basic (in dollars per share) | $ (0.19) | $ (5.91) | $ (0.87) | $ (17.47) | ||||
Net loss attributable to Class A and Class B common stockholders per share, diluted (in dollars per share) | $ (0.19) | $ (5.91) | $ (0.87) | $ (17.47) |
Net Loss per Share - Antidiluti
Net Loss per Share - Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Convertible debt | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of net loss per share (in shares) | 0 | 168,207 | 0 | 168,207 |
Redeemable convertible preferred units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of net loss per share (in shares) | 0 | 1,329,465 | 0 | 1,329,465 |
Equity compensation awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of net loss per share (in shares) | 41,702 | 82,634 | 49,835 | 68,946 |