Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
Page Number
THREDUP INC.
Report of Independent Registered Public Accounting Firm – Deloitte & Touche LLP (PCAOB ID: 34 )
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Consolidated Balance Sheets
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Consolidated Statements of Operations
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Consolidated Statements of Comprehensive Loss
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Consolidated Statements of Stockholders’ Equity
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Consolidated Statements of Cash Flows
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Notes to Consolidated Financial Statements
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of ThredUp Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of ThredUp Inc. and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows, for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Deloitte & Touche LLP
San Francisco, California
March 4, 2024
We have served as the Company’s auditor since 2022.
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THREDUP INC.
CONSOLIDATED BALANCE SHEETS
December 31,
2023 2022
(in thousands, except par value amounts)
ASSETS
Current assets:
Cash and cash equivalents $ 56,084 $ 38,029
Marketable securities 8,100 66,902
Accounts receivable, net 7,813 4,669
Inventory 15,687 17,519
Other current assets 6,204 7,076
Total current assets 93,888 134,195
Operating lease right-of-use assets 42,118 46,153
Property and equipment, net 87,672 92,482
Goodwill 11,957 11,592
Intangible assets 8,156 10,499
Other assets 6,176 7,027
Total assets $ 249,967 $ 301,948
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 9,457 $ 7,800
Accrued and other current liabilities 35,934 50,155
Seller payable 21,495 16,166
Operating lease liabilities, current 5,949 6,413
Current portion of long-term debt 3,838 3,879
Total current liabilities 76,673 84,413
Operating lease liabilities, non-current 44,621 48,727
Long-term debt, net of current portion 22,006 25,788
Other non-current liabilities 2,750 3,019
Total liabilities 146,050 161,947
Commitments and contingencies (Note 11)
Stockholders’ equity:
Class A and B common stock, $ 0.0001 par value; 1,120,000 shares authorized as of December 31, 2023 and 2022; 108,784 and 101,532 shares issued and outstanding as of December 31, 2023 and 2022, respectively
11 10
Additional paid-in capital 585,156 551,852
Accumulated other comprehensive loss ( 2,375 ) ( 4,234 )
Accumulated deficit ( 478,875 ) ( 407,627 )
Total stockholders’ equity 103,917 140,001
Total liabilities and stockholders’ equity $ 249,967 $ 301,948
The accompanying notes are an integral part of these consolidated financial statements.
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THREDUP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31,
2023 2022
(in thousands, except per share amounts)
Revenue:
Consignment $ 213,609 $ 174,994
Product 108,413 113,385
Total revenue 322,022 288,379
Cost of revenue:
Consignment 39,732 37,015
Product 68,485 59,026
Total cost of revenue 108,217 96,041
Gross profit 213,805 192,338
Operating expenses:
Operations, product and technology 156,712 155,642
Marketing 66,273 64,369
Sales, general and administrative 62,657 61,814
Total operating expenses 285,642 281,825
Operating loss ( 71,837 ) ( 89,487 )
Interest expense ( 2,239 ) ( 805 )
Other income (expense), net 2,847 ( 1,957 )
Loss before provision for income taxes ( 71,229 ) ( 92,249 )
Provision for income taxes 19 35
Net loss $ ( 71,248 ) $ ( 92,284 )
Loss per share, basic and diluted $ ( 0.68 ) $ ( 0.92 )
Weighted-average shares used in computing loss per share, basic and diluted 104,875 99,817
The accompanying notes are an integral part of these consolidated financial statements.
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THREDUP INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Year Ended December 31,
2023 2022
(in thousands)
Net loss $ ( 71,248 ) $ ( 92,284 )
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments 777 ( 2,418 )
Unrealized gain (loss) on available-for-sale securities 1,082 ( 722 )
Total other comprehensive income (loss) 1,859 ( 3,140 )
Total comprehensive loss $ ( 69,389 ) $ ( 95,424 )
The accompanying notes are an integral part of these consolidated financial statements.
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THREDUP INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Common Stock
Shares Amount Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders’ Equity
(in thousands)
Balance as of December 31, 2021
98,435 $ 10 $ 522,161 $ ( 1,094 ) $ ( 315,343 ) $ 205,734
Issuance of common stock from exercise of stock options, restricted stock units, and employee stock purchase plan 3,180 — 2,180 2,180
Stock-based compensation 27,747 27,747
Shares withheld for net share settlement
( 83 ) — ( 236 ) ( 236 )
Net loss ( 92,284 ) ( 92,284 )
Other comprehensive loss ( 3,140 ) ( 3,140 )
Balance as of December 31, 2022
101,532 10 551,852 ( 4,234 ) ( 407,627 ) 140,001
Issuance of common stock from exercise of stock options, restricted stock units, and employee stock purchase plan 7,975 1 2,178 2,179
Stock-based compensation 32,908 32,908
Shares withheld for net share settlement
( 723 ) — ( 1,782 ) ( 1,782 )
Net loss ( 71,248 ) ( 71,248 )
Other comprehensive income 1,859 1,859
Balance as of December 31, 2023
108,784 $ 11 $ 585,156 $ ( 2,375 ) $ ( 478,875 ) $ 103,917
The accompanying notes are an integral part of these consolidated financial statements.
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THREDUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
2023 2022
(in thousands)
Cash flows from operating activities:
Net loss $ ( 71,248 ) $ ( 92,284 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 18,732 14,033
Stock-based compensation expense 31,682 26,817
Reduction in carrying amount of right-of-use assets 6,355 6,473
Other 857 5,593
Changes in operating assets and liabilities:
Accounts receivable, net ( 3,126 ) ( 530 )
Inventory 2,209 ( 7,886 )
Other current and non-current assets 1,180 893
Accounts payable 1,697 ( 3,985 )
Accrued and other current liabilities ( 9,092 ) 1,752
Seller payable 5,312 ( 2,945 )
Operating lease liabilities ( 7,095 ) 924
Other non-current liabilities ( 54 ) ( 960 )
Net cash used in operating activities ( 22,591 ) ( 52,105 )
Cash flows from investing activities:
Purchases of marketable securities ( 17,915 ) ( 3,475 )
Maturities of marketable securities 77,579 55,650
Purchases of property and equipment ( 15,984 ) ( 43,251 )
Net cash provided by investing activities 43,680 8,924
Cash flows from financing activities:
Proceeds from debt, net of discount — 391
Repayment of debt ( 4,000 ) ( 6,333 )
Proceeds from issuance of stock-based awards
5,162 4,202
Payments of withholding taxes on stock-based awards
( 4,765 ) ( 2,196 )
Net cash used in financing activities ( 3,603 ) ( 3,936 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 68 ) ( 672 )
Net change in cash, cash equivalents and restricted cash 17,418 ( 47,789 )
Cash, cash equivalents and restricted cash, beginning of period 44,051 91,840
Cash, cash equivalents and restricted cash, end of period $ 61,469 $ 44,051
Supplemental disclosures of cash flow information:
Cash paid for interest $ 2,706 $ 2,058
Supplemental disclosures of noncash investing and financing activities:
Purchases of property and equipment included in accounts payable and accrued liabilities $ 100 $ 5,677
Right-of-use assets obtained in exchange for new lease liabilities $ 2,105 $ 13,384
The accompanying notes are an integral part of these consolidated financial statements.
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THREDUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Description of Business
ThredUp Inc. (“ThredUp” or the “Company”) was formed as a corporation in the State of Delaware in January 2009. ThredUp operates a large resale platform that enables consumers to buy and sell primarily secondhand apparel, shoes, and accessories.
2. Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.
Use of Estimates
The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts that are reported in the consolidated financial statements and the related disclosures. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of property and equipment and intangibles, allowance for sales returns, breakage on loyalty points and rewards and gift cards, valuation of inventory, stock-based compensation, right-of-use assets, goodwill and acquired intangibles, and income taxes. Estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of significant judgment.
New Accounting Pronouncements
In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative,” to amend certain disclosure and presentation requirements for a variety of topics within the ASC. These amendments align the requirements in the ASC to the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K, announced by the SEC. The effective date for each amended topic in the ASC is either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC has not removed the requirements by that date. Early adoption is prohibited. The Company does not expect that the application of this standard will have an impact on our consolidated financial statements and disclosures.
In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures. This new guidance is designed to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. Early adoption is permitted. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires additional quantitative and qualitative income tax disclosures to enable financial statements users to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. For public business entities, ASU 2023-09 is effective for annual periods beginning after December 15, 2024, which will be the fiscal year ending December 31, 2025 for us. We expect the adoption will result in enhanced income tax disclosures.
We have assessed all other ASUs issued but not yet adopted and concluded that those not disclosed are not relevant to the Company.
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Recently Adopted Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This ASU changes the impairment model for most financial assets, requiring the use of an expected loss model that requires entities to estimate the lifetime expected credit loss on financial assets measured at amortized cost. Such credit losses are now recorded as an allowance to offset the amortized cost of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In addition, credit losses relating to available-for-sale debt securities are now recorded through an allowance for credit losses rather than as a direct write-down to the security. This standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
Foreign Currency
Generally, the functional currency of the Company’s subsidiaries is the local currency. In accordance with authoritative guidance, assets and liabilities of the Company’s foreign operations are translated from the respective functional currencies into U.S. dollars at period-end rates, while income and expenses are translated using the average exchange rate during the period in which the transactions occurred. The related translation adjustments are reflected as a foreign currency translation adjustment in accumulated other comprehensive loss within the Company’s consolidated balance sheets.
Revenue Recognition
Revenue is recognized in accordance with FASB Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue is recognized upon transfer of control of promised goods and services to customers in an amount that reflects the consideration the Company expects to receive for those goods and services. The Company generates the majority of its revenue from its marketplace, which allows its buyers to browse and purchase resale items for apparel, shoes and accessories on behalf of sellers. The Company recognizes revenue through the following steps: (1) identification of the contract, or contracts, with the customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, it satisfies a performance obligation.
Both buyers and sellers may be customers in the Company’s revenue arrangements. Sellers are the primary customer in a consignment arrangement while the buyer is the primary customer in a sale of Company-owned inventory, referred to as product sales. A contract with a customer exists in both cases when the end-customer purchases the goods obligating the Company to deliver the identified performance obligation(s). Generally, the Company requires authorization from a credit card or other payment method (such as PayPal), or verification of receipt of payment, before the products are shipped to buyers. The Company generally receives payments from buyers before payments to the sellers are due.
Consignment Revenue
The Company generates consignment revenue from the sale of secondhand apparel, shoes and accessories on behalf of sellers. The Company retains a percentage of the proceeds received as payment for its consignment service. The Company reports consignment revenue on a net basis as an agent and not the gross amount collected from the buyer. Title to the consigned goods remain with the seller until transferred to the buyer, which occurs subsequent to purchase of the consigned goods and upon expiration of the allotted return period. The Company does not take title of consigned goods at any time except in certain cases where the consignment window expires or returned goods become Company-owned inventory.
Consignment revenue is generally recognized upon purchase of the consigned good by the buyer as its performance obligation of providing consignment services to the consignor is satisfied at that point. Consignment revenue is also recognized upon purchase of the consigned good for which the consignment window has already expired and the Company has taken title to the consigned good. Consignment revenue is recognized net of seller payouts, discounts, incentives and returns. Sales tax assessed by governmental authorities is excluded from revenue.
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Product Revenue
The Company recognizes product revenue on a gross basis as the Company acts as the principal in the transaction. Online sales and sales to third-party retail partners are generally recognized upon shipment of the purchased good to the buyer. Product revenue is recognized net of discounts, incentives and returns. Sales tax assessed by governmental authorities is excluded from revenue.
Shipping Fees
The Company charges shipping fees to buyers, which are included in revenue. All outbound shipping costs are accounted for in cost of revenue at the time revenue is recognized.
Returns
The Company generally has a 14 -day return period which may change from time to time and recognizes a returns reserve, based on historical experience, which is recorded in accrued and other current liabilities within the Company’s consolidated balance sheets and reduction of revenue within the Company’s consolidated statements of operations.
Incentives
Incentives include website discounts, customer credits and loyalty program rewards issued to sellers and buyers. Incentives are treated as a reduction of product revenue and consignment revenue. Revenue treatment for our loyalty program is discussed further below under Deferred Revenue.
Revenue from Loyalty Reward Redemption and Expiration
The Company has a customer loyalty program, which allows end-customers to earn and accumulate points with each qualifying purchase. Earned points can be redeemed for reward coupons, such as discounts, free shipping, or waived restocking fee, which can be applied to future purchases or returns. Unredeemed points expire after one year from the date the points were earned. Reward coupons expire six months from the date the reward is claimed. Points earned on purchases are a material right, representing a separate performance obligation.
The allocated consideration for the points earned through qualifying purchase transactions is deferred based on the standalone selling price of the points, adjusted for expected breakage in proportion to the pattern of redemption, and recorded within deferred revenue under accrued and other current liabilities within the Company’s consolidated balance sheets. Revenue is recognized for these performance obligations at a point in time when rewards are redeemed by the end customer or expired.
As of December 31, 2023 and 2022, the Company had a deferred revenue liability of $ 3.1 million and $ 3.3 million, respectively, related to its customer loyalty program, which is included in accrued and other current liabilities within the Company’s consolidated balance sheets. The Company recognized revenue from loyalty reward redemption of $ 7.7 million and $ 9.4 million for the years ended December 31, 2023 and 2022, respectively. As our loyalty points expire in 12 months and coupon rewards expire in six months , the revenue for the remaining performance obligation is expected to be recognized within a 12-month period.
Gift Cards and Site Credits
The Company sells ThredUp gift cards on its e-commerce website and may also convert site credits to ThredUp gift cards after one year at the discretion of the Company. ThredUp gift cards do not expire or lose value over periods of inactivity. The Company accounts for gift cards by recognizing a gift card liability at the time a gift card is delivered to the customer. As of December 31, 2023 and 2022, $ 6.6 million and $ 10.9 million, respectively, of gift card liability was included in accrued and other current liabilities within the Company’s consolidated balance sheets. Revenue from gift cards is generally recognized when the gift cards are redeemed by the customer and amounted to $ 2.0 million and $ 1.0 million for the years ended December 31, 2023 and 2022, respectively.
The Company recognizes breakage revenue when it determines that the redemption of gift cards is remote. Breakage revenue was $ 4.4 million and $ 2.1 million for the years ended December 31, 2023 and 2022, respectively.
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The Company issues site credits for returns, which can be applied toward future purchases but may not be converted into cash. Site credits may also be converted to ThredUp gift cards after one year at the discretion of the Company. These credits are recognized as revenue when used. As of December 31, 2023 and 2022, $ 4.8 million and $ 7.2 million, respectively, of such customer site credits were included in accrued and other current liabilities within the Company’s consolidated balance sheets. Revenue recognized from the redemption of site credits was $ 41.5 million, and $ 48.4 million for the years ended December 31, 2023 and 2022, respectively.
Deferred Revenue
Deferred revenue consists primarily of cash collections for product items purchased, but not shipped, and revenue allocated to unredeemed loyalty points. Cash collections for items purchased, but not shipped, are generally recognized as revenue upon shipment. As of December 31, 2023 and 2022, the Company had $ 3.3 million and $ 4.3 million, respectively, in deferred revenue for such items, which were recognized shortly after the period end, and are included in accrued and other current liabilities within the Company’s consolidated balance sheets.
Revenue by Geographic Area
Revenue is attributed to a geographic area based on the shipped-from location. The following summarizes the Company’s revenue by geographic area:
Year Ended December 31,
2023 2022
(in thousands)
United States $ 258,504 $ 240,942
International
63,518 47,437
Total revenue $ 322,022 $ 288,379
Segment Reporting
The Company operates under one operating segment and one reportable segment as its chief operating decision maker, who is its Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance.
Loss Per Share
The Company follows the two-class method when computing loss per common share when shares issued meet the definition of participating securities. The two-class method determines loss per share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.
The rights of the Class A common stock and Class B common stock are identical, other than voting rights. The undistributed earnings are allocated on a proportionate basis and the resulting loss per share attributed to common stockholders will, therefore, be the same for both Class A and Class B common stock on an individual or combined basis.
For periods in which the Company reports net losses, diluted loss per share is the same as basic loss per share, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.
Comprehensive Loss
Comprehensive loss is comprised of net loss, foreign currency translation adjustments, and unrealized gains and losses on available-for-sale securities. See Note 9, Common Stock and Stockholders’ Equity , for the description and detail of the components of accumulated other comprehensive loss.
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Cash, Cash Equivalents and Restricted Cash
The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Cash and cash equivalents are comprised primarily of domestic and foreign bank accounts, commercial paper, and money market funds.
Restricted cash primarily represents letters of credit with financial institutions held as collateral for facility leases. Restricted cash is classified non-current if the Company expects that the cash will remain restricted for a period greater than one year.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Company’s consolidated balance sheets that sum to the total of the same such amounts shown in the Company’s consolidated statements of cash flows:
December 31,
2023 2022
(in thousands)
Cash and cash equivalents $ 56,084 $ 38,029
Restricted cash included in Other current assets 462 383
Restricted cash included in Other assets 4,923 5,639
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 61,469 $ 44,051
Marketable Securities
The Company invests its excess cash in investment grade, short to intermediate-term, fixed income securities and recognizes the transaction on the trade date. The Company’s marketable securities are classified as available-for-sale in current assets because they represent investments of cash available for current operations. Marketable securities are reported at fair value with unrealized gains and losses reported, net of tax, as a separate component of accumulated other comprehensive gain (loss) until realized. The marketable securities are assessed periodically for impairments. Realized gains or losses and allowance for credit loss, if any, on available-for sale securities are reported in other income (expense), net as incurred.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, marketable securities and accounts receivable. The Company deposits cash at major financial institutions, and at times, such cash may exceed federally insured limits. The credit risk is believed to be minimal due to the financial position of the depository institutions in which those deposits are held. The Company has not experienced any losses on deposits since inception. The Company’s investment policy restricts cash investments to highly liquid, short to intermediate-term, high grade fixed income securities, and as a result, the Company believes its cash equivalents and marketable securities represent minimal credit risk.
As of December 31, 2023 and 2022, there were no customers that represented 10% or more of the Company’s accounts receivable balance. There were no customers that individually exceeded 10% of the Company’s revenue for the years ended December 31, 2023 and 2022.
Accounts Receivable, Net
Accounts receivable consists of amounts due from payment processors and trade customers that do not bear interest. The Company records an allowance for current expected credit losses for estimated losses inherent in its trade accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted for current market conditions, the financial condition of the customer, the amount of receivables in dispute, and the current receivables aging and payment patterns. The Company does not have any off-balance sheet credit exposure related to its customers. The allowance for current expected credit losses was not material as of December 31, 2023 and 2022.
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Inventory
Inventories, consisting of merchandise that the Company has purchased and to which the Company holds title, are accounted for using the specific identification method, and are valued at the lower of cost or net realizable value. The cost of inventory is equal to the cost of the merchandise paid to the seller and related inbound shipping costs. Inventory valuation requires the Company to make judgments based on currently available information about the likely method of disposition, such as through sales to individual customers or liquidations, and expected recoverable values of each disposition category. The Company records an inventory write-down based on the age of the inventory and historical experience of expected sell-through.
Property and Equipment, Net
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment and amortization of leasehold improvement are computed on a straight-line basis over the estimated useful lives of the related assets, as follows:
Asset Category
Estimated Useful Life
Computers and software
Up to 3 years
Furniture and fixtures
Up to 5 years
Machinery and equipment
Up to 10 years
Leasehold improvements
Shorter of economic life or remaining lease term
Maintenance and repairs are charged to expense as incurred, and improvements are capitalized.
When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the Company’s consolidated balance sheet and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized.
Internal-Use Software
The Company capitalizes qualifying proprietary software development costs that are incurred during the application development stage. Capitalization of costs begins when two criteria are met: (i) the preliminary project stage is completed, and (ii) it is probable that the software will be completed and placed in service for its intended use. Capitalization ceases when the software is substantially complete and ready for its intended use including the completion of all significant testing. Costs related to preliminary project activities and post implementation operating activities are expensed as incurred. Amounts capitalized are amortized over two years on a straight-line basis.
Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset group may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated from the use of the asset and its eventual disposition. If such review indicates that the carrying amount of the asset group is not recoverable, the carrying amount of such assets is reduced to the fair value. There were no material impairments of long-lived assets for the years ended December 31, 2023 and 2022.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill is not subject to amortization, but is reviewed for impairment on an annual basis or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The Company performed a qualitative assessment during the fourth quarter of 2023 and determined that it is more likely than not that the fair value of its single reporting unit is greater than its carrying value. If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying amount or if a qualitative assessment is not performed, then the Company would perform a quantitative goodwill impairment test as required, in which it would use a discounted cash flow approach to estimate the fair value of the reporting unit. If the fair value of the reporting unit is less than the carrying value, then a goodwill impairment amount is recorded for the difference. During the years ended December 31, 2023 and 2022, there were no additions to or impairment of goodwill.
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Acquired Intangible Assets
The Company reviews intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amounts of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. There were no impairments of intangible assets for the years ended December 31, 2023 and 2022.
Other Investment
In October 2021, the Company made a strategic investment in preferred shares of a privately held online retail company. The Company accounts for its investment in accordance with ASC 321, Investments – Equity Securities (“ASC 321”). Upon acquisition, the investment was measured at cost, which represented the then fair value of $ 3.8 million and was included in other assets within the Company’s consolidated balance sheet as of December 31, 2021. Under ASC 321, the Company can elect to subsequently measure the investments at initial cost, minus impairment and any changes, plus or minus, resulting from observable price in orderly transactions for the identical or a similar investment of the same issuer. This election must be made for each investment separately. Changes in the carrying value of other investment are recognized within the Company’s consolidated statements of operations. Each reporting period, the Company performs a qualitative assessment to evaluate whether the investment is impaired. The Company’s assessment includes a review of recent operating results and trends, recent sales and acquisitions of the investee securities and other factors that raise concerns about the investee’s ability to continue as a going concern. If the investment is impaired, an impairment charge is recognized in the amount by which the carrying amount of the investment exceeds the estimated fair value of the investment, with the impairment charge recognized within the Company’s consolidated statements of operations. During the year ended December 31, 2022, the Company recorded an impairment loss of $ 3.8 million related to its non-marketable equity investment in other income (expense), net within its consolidated statement of operations.
Asset Retirement Obligations
The Company records asset retirement obligations (“AROs”) for the estimated cost of restoring its automated warehouse facilities to the specific condition required in accordance with the terms of its lease agreement, upon termination of the lease. AROs represent the present value of the expected costs and timing of the related obligations incurred. The ARO assets and liabilities are recorded in property and equipment, net within the machinery and equipment line item and other non-current liabilities, respectively, within the Company’s consolidated balance sheets. The Company records accretion expense, which represents the increase in the ARO, over the remaining estimated duration of the lease including renewal periods that are included in the lease term. Accretion expense is recorded in operations, product and technology expense in the consolidated statements of operations using accretion rates based on credit adjusted risk-free interest rates.
Leases
Under ASC 842, the Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset. Lessees are required to classify leases as either finance or operating leases and to record a right-of-use (“ROU”) asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight-line basis over the term of the lease. The Company determines the initial classification and measurement of its ROU assets and lease liabilities at the lease commencement date and thereafter if modified. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. ROU assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives and initial direct costs incurred, as applicable.
As the implicit rate in the Company's leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Company gives consideration to its existing credit arrangements, term of the lease, total lease payments and adjust for the impacts of collateral, as necessary, when calculating its incremental borrowing rates. The lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise any such options. Lease costs for the Company's operating leases are recognized on a straight-line basis within operating expenses over the lease term.
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The Company has elected to not separate lease and non-lease components for real estate leases and, as a result, accounts for lease and non-lease components as one component. The Company has also elected to not apply the recognition requirement to any leases within its existing classes of assets with a term of 12 months or less. For these leases, lease payments are recognized on a straight-line basis over the lease term and variable payments in the period in which the obligation is incurred.
Seller Payable
Seller payable includes amounts owed to sellers upon the purchase of sellers’ goods by the Company or by buyers. Amounts are initially provided as a credit to sellers. These credits may be applied towards purchases from the Company, converted to third-party retailer or ThredUp gift cards or redeemed for cash. As of December 31, 2023 and 2022, there was $ 21.5 million and $ 16.2 million, respectively, of seller payable within the Company’s consolidated balance sheets.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income on the years in which those temporary differences are expected to be recovered and settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits in income tax expense.
Cost of Revenue
Cost of consignment revenue consists of outbound shipping, outbound labor and packaging costs. Cost of product revenue mainly consists of the inventory cost, inbound shipping related to the sold merchandise, outbound shipping, outbound labor, packaging costs and inventory write-downs. The classification of expenses varies across the retail industry. Accordingly, our cost of revenue may not be comparable to those of other companies in the retail industry.
Operations, Product and Technology
Operations, product and technology expenses consist primarily of distribution center operating costs and product and technology expenses. Distribution center operating costs include personnel costs, distribution center rent, maintenance and equipment depreciation as well as inbound shipping costs, other than those capitalized in inventory. Product and technology costs include personnel costs for the design and development of product and the related technology that is used to operate the distribution centers, merchandise science, website development and related expenses for these departments. Operations, product and technology expenses also include an allocation of corporate facilities and information technology costs including equipment, depreciation and rent. Research and development costs related to our technology were approximately $ 38.0 million and $ 37.6 million, during the years ended December 31, 2023 and 2022, respectively.
Marketing
Marketing costs consist primarily of advertising, public relations expenditures and personnel costs for employees engaged in marketing. Marketing costs also include an allocation of corporate facilities and information technology costs including equipment, depreciation and rent.
Advertising and other promotional costs included in marketing within the Company’s consolidated statements of operations are expensed as incurred and were approximately $ 51.1 million and $ 49.2 million for the years ended December 31, 2023 and 2022, respectively.
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Sales, General and Administrative
Sales, general and administrative expenses consist of personnel costs for employees involved in general corporate functions, including accounting, finance, tax, legal and people services, and customer service. Sales, general and administrative also includes payment processing fees, professional fees and allocation of corporate facilities and information technology costs such as equipment, depreciation and rent.
Stock-Based Compensation
Stock-based compensation costs are based on the fair values on the date of grant for restricted stock unit awards and stock options and on the date of enrollment for the employee stock purchase plan (“ESPP”). The fair values of restricted stock unit awards are based on ThredUp’s stock price on the date of grant. The fair values of stock options and ESPP are estimated using the Black-Scholes option-pricing model.
The fair values of share-based awards are recognized as compensation expense over the requisite service period or over the period in which the related services are received (generally the vesting period), using the straight-line method. The determination of fair value for share-based awards on the date of grant using an option pricing model requires management to make certain assumptions regarding subjective variables.
The Company accounts for forfeitures as they occur.
Fair Value Measurements
Fair value accounting is applied to all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). As of December 31, 2023 and 2022, the carrying amount of accounts receivable, other current assets, other assets, accounts payable, seller payable and accrued and other current liabilities approximated their fair value due to their relatively short maturities. Management believes the terms of its long-term variable-rate debt reflect current market conditions for an instrument with similar terms and maturity, therefore the carrying value of the Company’s debt approximated its fair value.
Assets and liabilities recorded at fair value on a recurring basis on the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:
Level 1 — Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2 — Inputs (other than quoted prices in active markets included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
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3. Financial Instruments and Fair Value Measurements
The following tables provide information about the Company’s financial instruments that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques utilized to determine such values as of December 31, 2023 and 2022:
December 31, 2023
Level 1 Level 2 Level 3 Total
(in thousands)
Assets:
Cash equivalents:
Money market funds $ 8,028 $ — $ — $ 8,028
Commercial paper — 14,954 — 14,954
U.S. treasury securities — 7,976 — 7,976
U.S. government agency bonds 1,108 1,108
Total cash equivalents 8,028 24,038 — 32,066
Marketable securities:
Corporate debt securities — — — —
U.S. treasury securities — 7,405 — 7,405
U.S. government agency bonds — 695 — 695
Total marketable securities — 8,100 — 8,100
Total assets at fair value $ 8,028 $ 32,138 $ — $ 40,166
December 31, 2022
Level 1 Level 2 Level 3 Total
(in thousands)
Assets:
Cash equivalents:
Money market funds $ 1,110 $ — $ — $ 1,110
Commercial paper — 14,460 — 14,460
Total cash equivalents 1,110 14,460 — 15,570
Marketable securities:
Corporate debt securities 25,488 — — 25,488
U.S. treasury securities 19,176 — — 19,176
U.S. government agency bonds 22,238 — — 22,238
Total marketable securities 66,902 — — 66,902
Total assets at fair value $ 68,012 $ 14,460 $ — $ 82,472
The following tables summarize the cost, gross unrealized gains, gross unrealized losses and fair value of the marketable securities as of December 31, 2023 and 2022:
December 31, 2023
Cost or Amortized Cost Unrealized Fair Value
Gains Losses
(in thousands)
Corporate debt securities $ — $ — $ — $ —
U.S. treasury securities 7,403 2 — 7,405
U.S. government agency bonds 695 — — 695
Total $ 8,098 $ 2 $ — $ 8,100
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December 31, 2022
Cost or Amortized Cost Unrealized Fair Value
Gains Losses
(in thousands)
Corporate debt securities $ 25,774 $ — $ ( 286 ) $ 25,488
U.S. treasury securities 19,531 — ( 355 ) 19,176
U.S. government agency bonds 22,679 — ( 441 ) 22,238
Total $ 67,984 $ — $ ( 1,082 ) $ 66,902
As of December 31, 2023 and 2022, the Company’s cash equivalents approximated their estimated fair value. As such, there were no unrealized gains or losses related to the Company’s cash equivalents.
For the Company’s marketable securities, which were all classified as available-for-sale, the Company utilizes third-party pricing services to obtain fair value. Third-party pricing methodologies incorporate bond terms and conditions, current performance data, proprietary pricing models, real-time quotes from contributing dealers, trade prices and other market data. The Company determined that the declines in the fair value of its marketable securities were not driven by credit-related factors. During the years ended December 31, 2023 and 2022, the Company did not recognize any losses on its marketable securities due to credit-related factors.
As of December 31, 2023, the Company’s money market funds, were valued using Level 1 inputs because they are valued using quoted prices in active markets. The Company’s commercial paper, U.S. treasury securities, and U.S. government agency bonds were valued using Level 2 inputs because they are valued using quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
There were no transfers into or out of Level 3 during the year ended December 31, 2023. As of December 31, 2023, of the $ 8.1 million carrying amount of marketable securities, all had a contractual maturity date of less than one year.
4. Property and Equipment, Net
Property and equipment, net consisted of the following:
December 31,
2023 2022
(in thousands)
Property and equipment, at cost:
Machinery and equipment $ 79,273 $ 55,292
Leasehold improvements 27,620 15,724
Internal-use software 11,284 6,917
Computers and software 8,260 7,817
Construction in progress 6,542 36,482
Furniture and fixtures 2,574 2,180
Total property and equipment, at cost 135,553 124,412
Less: accumulated depreciation and amortization ( 47,881 ) ( 31,930 )
Property and equipment, net $ 87,672 $ 92,482
Depreciation and amortization expense of property and equipment was $ 16.1 million and $ 11.5 million for the years ended December 31, 2023 and 2022, respectively.
5. Goodwill and Other Intangible Assets
Goodwill is primarily attributable to the planned growth in the combined business after the acquisition of Remix Global EAD (“Remix”). Goodwill was $ 12.0 million and $ 11.6 million as of December 31, 2023 and 2022, respectively. The change in goodwill during the year ended December 31, 2023 was due to foreign currency translation adjustments.
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The gross carrying amounts and accumulated amortization of the Company’s intangible assets with determinable lives as of December 31, 2023 and 2022 were as follows:
December 31, 2023
Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount
(in years) (in thousands)
Customer relationships 8 $ 4,965 $ ( 1,386 ) $ 3,579
Developed technology 3 4,679 ( 3,482 ) 1,197
Trademarks 9 4,494 ( 1,114 ) 3,380
Total $ 14,138 $ ( 5,982 ) $ 8,156
December 31, 2022
Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount
(in years) (in thousands)
Customer relationships 8 $ 4,814 $ ( 742 ) $ 4,072
Developed technology 3 4,536 ( 1,864 ) 2,672
Trademarks 9 4,351 ( 596 ) 3,755
Total $ 13,701 $ ( 3,202 ) $ 10,499
The changes in the gross carrying amounts were due to foreign currency translation adjustments.
Amortization expense related to developed technology, customer relationships, and trademarks is recorded within operations, product and technology; sales, general and administrative; and marketing expense, respectively, within the Company’s consolidated statements of operations. Amortization expense of intangible assets with determinable lives was $ 2.6 million for each of the years ended December 31, 2023 and 2022, respectively.
As of December 31, 2023, the estimated future amortization expense of intangible assets with determinable lives was as follows:
Amount
(in thousands)
2024 $ 2,317
2025 1,120
2026 1,120
2027 1,120
2028 1,120
Thereafter 1,359
Total $ 8,156
6. Balance Sheet Components
Inventory consisted of the following:
December 31,
2023 2022
(in thousands)
Work in process $ 3,333 $ 2,639
Finished goods 12,354 14,880
Total $ 15,687 $ 17,519
Work in process inventory relates to items that are currently undergoing preparation for sale, including itemization, cleaning, and repair.
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Accrued and other current liabilities consisted of the following:
December 31,
2023 2022
(in thousands)
Gift card and site credit liabilities $ 11,407 $ 18,101
Deferred revenue 6,377 7,582
Accrued taxes 4,967 4,326
Accrued compensation 4,092 4,993
Accrued vendor liabilities 4,080 9,116
Allowance for returns 3,817 4,907
Accrued other 1,194 1,130
Total $ 35,934 $ 50,155
7. Leases
The Company leases certain office space and distribution centers with lease terms ranging from one to twelve years . These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include renewal options at the election of the Company to renew or extend the lease for an additional one to ten years . For certain leases, these optional periods have been considered in the determination of the right-of-use assets and lease liabilities associated with these leases as the Company has determined it is reasonably certain it will exercise the renewal options. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
As of December 31, 2023, maturities of operating lease liabilities were as follows:
Amount
(in thousands)
2024 $ 8,848
2025 7,800
2026 7,882
2027 7,198
2028 7,114
Thereafter 25,691
Total lease payments 64,533
Less: imputed interest ( 13,963 )
Present value of lease liabilities 50,570
Less: current lease liabilities ( 5,949 )
Non-current lease liabilities $ 44,621
Security deposits and letters of credits used to secure the leases were $ 1.1 million and $ 5.4 million, respectively, as of December 31, 2023 and $ 1.0 million and $ 6.0 million, respectively, as of December 31, 2022.
The components of lease cost are as follows:
Year Ended December 31,
2023 2022
(in thousands)
Lease cost:
Fixed operating lease cost $ 9,720 $ 8,905
Short-term lease cost 596 1,355
Variable lease cost (1)
2,343 1,467
Total lease cost $ 12,659 $ 11,727
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(1) Variable lease costs, which include items such as real estate taxes, common area maintenance, and changes based on an index or rate, are not included in the calculation of the right-of-use assets and are recognized as incurred.
The weighted-average remaining lease term and weighted-average discount rate used to calculate the present value of lease liabilities are as follows:
December 31,
2023 2022
Weighted-average remaining lease term 7.9 years 8.5 years
Weighted-average discount rate 6.2 % 6.2 %
Supplemental cash flow information related to leases is as follows:
Year Ended December 31,
2023 2022
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases $ 10,601 $ 1,559
8. Long-Term Debt
In February 2019, the Company entered into a loan and security agreement (“Term Loan”) with Western Alliance Bank for an aggregate amount of up to $ 40.0 million and incurred an immaterial amount of debt issuance costs, which were recorded on the Company’s consolidated balance sheets and are being amortized over the life of the Term Loan using the effective-interest method.
The Term Loan was subsequently amended several times, with the most recent amendment taking place in December 2023. As amended, the Term Loan matures on July 14, 2027 and provides for an aggregate borrowing amount of up to $ 48.8 million, of which $ 22.5 million is designated for the purchase of certain equipment. The Term Loan bears interest at the prime rate published in the Wall Street Journal plus a margin of 1.25 %, with a floor of 4.75 %.
The Term Loan requires the Company to comply with certain financial covenants, including, among other things, liquidity requirements, performance metrics, and a debt service coverage ratio. The Term Loan also contains affirmative and negative covenants customary for financings of this type, including, among other things, limitations or prohibitions on repurchasing common shares, declaring and paying dividends and other distributions, redeeming and repurchasing certain other indebtedness, loans and investments, additional indebtedness, liens, mergers, asset sales and transactions with affiliates. In addition, the Term Loan contains customary events of default. As of December 31, 2023 and 2022, the Company was in compliance with its debt covenants under the Term Loan.
The Term Loan is payable in consecutive monthly installments. Interest is due monthly on amounts outstanding under the Term Loan. The Company is also permitted to make voluntary prepayments without penalty or premium at any time.
As of December 31, 2023 and 2022, the effective interest rate for borrowings under the Term Loan was 10.73 % and 9.70 %, respectively.
During the year ended December 31, 2023, the Company did not make any borrowings under the Term Loan and repaid a total of $ 4.0 million on amounts outstanding under the Term Loan. During the year ended December 31, 2022, the Company borrowed an aggregate amount of $ 0.7 million under the Term Loan and repaid a total of $ 6.3 million on amounts outstanding under the Term Loan. As of December 31, 2023 and 2022, the amount outstanding under the Term Loan was $ 26.3 million and $ 30.3 million, respectively.
During the years ended December 31, 2023 and 2022, the Company incurred $ 2.9 million and $ 2.4 million, respectively, of interest cost relating to the Term Loan, of which $ 0.6 million and $ 1.6 million, respectively, was capitalized as part of an asset.
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As of December 31, 2023, annual scheduled principal payments of the Term Loan were as follows:
Amount
(in thousands)
2024 $ 4,000
2025 4,000
2026 4,000
2027 14,333
Total principal payments 26,333
Less: unamortized debt discount ( 489 )
Less: current portion of long-term debt ( 3,838 )
Non-current portion of long-term debt $ 22,006
9. Common Stock and Stockholders’ Equity
Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten votes per share and is convertible at any time into one share of Class A common stock.
The table below summarizes the Class A common stock and Class B common stock authorized, issued and outstanding as of December 31, 2023 and 2022:
December 31, 2023
Authorized Issued and Outstanding
(in thousands)
Class A common stock 1,000,000 78,830
Class B common stock 120,000 29,954
Total 1,120,000 108,784
December 31, 2022
Authorized Issued and Outstanding
(in thousands)
Class A common stock 1,000,000 70,723
Class B common stock 120,000 30,810
Total 1,120,000 101,532
10. Stock-Based Compensation
2010 Stock Incentive Plan
In 2010, the Company adopted the Second Amended and Restated 2010 Stock Plan (“2010 Plan”), and amended the 2010 Plan in 2011. The 2010 Plan provides for the grant of stock awards to employees, consultants and directors of the Company. Options granted under the 2010 Plan may either be Incentive Stock Options (“ISOs”) or Nonstatutory Stock Options (“NSOs”). ISOs may be granted to Company employees only, while stock awards other than ISOs may be granted to employees, directors and consultants. In 2020, the board of directors authorized an additional 6.5 million shares for the 2010 Plan. In 2021, the board of directors authorized an additional 1.0 million shares for the 2010 Plan.
Stock awards under the 2010 Plan may be granted with terms of up to 10 years and at prices determined by the board of directors, provided, however, that (i) the exercise price of an ISO or NSO shall not be less than 100 % of the estimated fair value of the shares on the date of the grant, and (ii) the exercise price of an ISO granted to a 10% or more stockholder shall not be less than 110 % of the estimated fair value of the shares on the grant date. The options generally vest over a four-year period. For certain options, vesting accelerates upon the occurrence of specified events, such as a change of control.
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IPO Options Under the 2010 Plan
In August 2020, the Company’s board of directors approved stock options for 3,588,535 common shares to be granted to certain officers and employees with an exercise price of $ 2.05 per share. 50 % of the options granted vest over a four-year period commencing on the effective date of the IPO. The remaining 50 % of the options granted vest over a four-year period commencing on the one-year anniversary of the IPO. As these stock options vest upon the satisfaction of both a time-based condition and a performance condition, the fair value of these stock options of $ 6.7 million, in aggregate, is being recognized as compensation expense over the requisite service period using the accelerated attribution method. During the years ended December 31, 2023 and 2022, compensation expense related to stock options subject to these performance conditions was $ 0.5 million and $ 1.2 million, respectively.
2021 Stock Option and Incentive Plan
In February 2021, in connection with the IPO, the Company’s board of directors adopted the 2021 Stock Option and Incentive Plan (“2021 Plan”) to replace the 2010 Plan, which was subsequently approved by the Company’s stockholders in March 2021. The 2021 Plan became effective on March 24, 2021.
Stock option activity under the 2010 Plan, as amended is as follows:
Number of Options Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value
(in thousands) (in thousands)
Outstanding as of December 31, 2022
17,872 $ 1.97 5.20 years $ 1,442
Granted — $ —
Exercised ( 1,071 ) $ 1.29
Forfeited or expired ( 554 ) $ 2.87
Outstanding as of December 31, 2023
16,247 $ 1.99 4.14 years $ 5,861
Exercisable as of December 31, 2023
14,839 $ 1.96 3.91 years $ 5,592
The aggregated intrinsic value represents the difference between the exercise price and the fair value of common stock. The aggregate intrinsic value of all options exercised was $ 1.6 million and $ 2.5 million during the years ended December 31, 2023 and 2022, respectively.
As of December 31, 2023, there was $ 1.2 million of total unrecognized stock-based compensation related to outstanding stock options, which will be recognized over a weighted average period of 0.93 years.
Each of these inputs is subjective and generally requires significant judgment:
• Fair Value of Common Stock — Historically, for all periods prior to the IPO in March 2021, the fair value of the shares of common stock has historically been determined by the Company’s board of directors as there was no public market for the common stock. The board of directors determined the fair value of our common stock by considering a number of objective and subjective factors, including: the valuation of comparable companies, sales of preferred stock to unrelated third parties, our operating and financial performance, the lack of liquidity of common stock and general and industry specific economic outlook, amongst other factors. After the completion of the IPO in March 2021, the fair value of each share of underlying common stock is based on the closing price of the Company’s common stock as reported on the date of grant on the Nasdaq Global Select Market.
• Expected Term — The expected term represents the period that the Company’s stock options are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company has concluded that its stock option exercise history does not provide a reasonable basis upon which to estimate expected term.
• Volatility — Because the Company does not have sufficient trading history for its common stock, the expected volatility was estimated based on the average volatility for comparable publicly-traded companies, over a period equal to the expected term of the stock option grants.
• Risk-Free Rate — The risk-free rate assumption is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of the option.
• Dividends — The Company has never paid dividends on its common stock and does not anticipate paying dividends on common stock. Therefore, the Company uses an expected dividend yield of zero .
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Employee Stock Purchase Plan
In February 2021, the Company’s board of directors adopted the Employee Stock Purchase Plan (“ESPP”), which was subsequently approved by stockholders in March 2021. The ESPP became effective on March 24, 2021, and the first offering period began on March 25, 2021. Under the terms of the ESPP, rights to purchase common shares may be granted to eligible qualified employees subject to certain restrictions. The ESPP enables the Company’s eligible employees, through payroll withholding, to purchase a limited number of common shares at 85 % of the fair market value of a common share either at the beginning of that offering period or on the applicable exercise date, whichever is less. Purchases are made on a semi-annual basis.
During the years ended December 31, 2023 and 2022, compensation expense related to ESPP was not material.
Restricted Stock Units
The Company issues service-based RSUs to employees. The RSUs automatically convert to shares of the Company’s Class A common stock on a one -for-one basis as the awards vest. RSUs were granted to newly hired employees typically vest in equal quarterly installments over 3 or 4 years, provided that the initial vest occurs after a 1 -year cliff. During 2023, the Company modified the vesting schedule of substantially all RSUs outstanding as of December 31, 2022 from 4 years to 3 years and recognized compensation expense of $ 2.4 million related to the acceleration of the vesting schedule. Such grants commence vesting as of the nearest scheduled quarterly vesting date from the date of grant. The RSUs are measured at grant date fair value, at the market price of the Company’s common stock on the grant date. The Company records stock-based compensation expense related to the RSUs ratably over the employee respective requisite service period.
The following table summarizes RSU activity under the 2021 Plan:
Number of Shares Weighted-Average Grant Date Fair Value Per Share
(in thousands)
Outstanding and nonvested as of December 31, 2022
7,855 $ 8.01
Granted 9,093 $ 1.88
Vested ( 6,141 ) $ 5.14
Forfeited ( 2,269 ) $ 4.87
Outstanding and nonvested as of December 31, 2023
8,538 $ 4.39
The total vesting fair value of RSUs that vested during the years ended December 31, 2023 and 2022 was $ 31.5 million and $ 20.2 million, respectively.
As of December 31, 2023, the Company had $ 34.5 million of unrecognized stock-based compensation related to RSUs, which will be recognized over the weighted average remaining requisite service period of 1.64 years.
Stock-based Compensation
The following table provides information about stock-based compensation expense by financial statement line item:
Year Ended December 31,
2023 2022
(in thousands)
Operations, product and technology $ 12,067 $ 10,035
Marketing 3,784 3,144
Sales, general and administrative 15,831 13,638
Total stock-based compensation expense $ 31,682 $ 26,817
Stock-based compensation expense capitalized in internal use software was $ 1.1 million and $ 0.6 million for the years ended December 31, 2023 and 2022, respectively.
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11. Commitments and Contingencies
Noncancellable Purchase Commitments
As of December 31, 2023, the Company has non-cancelable contractual commitments of $ 13.2 million for software and other services in the ordinary course of business with varying expiration terms through 2028. The future minimum payments under these arrangements were as follows:
Amount
(in thousands)
2024 $ 4,848
2025 4,949
2026 3,230
2027 98
2028 57
Thereafter —
Total future minimum payments $ 13,182
Legal Contingencies
The Company is subject to litigation claims and assessments from time to time in the ordinary course of business. The Company’s management does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.
Indemnifications
In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for limited and customary indemnification obligations. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made.
12. Retirement Plan
In the United States, the Company maintains a defined-contribution savings plan pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended. The plan is available to substantially all employees who meet the minimum age and length of service requirements. The Company did not make any contributions to this plan during the years ended December 31, 2023 and 2022.
13. Income Taxes
The components of loss before provision for income taxes were as follows:
Year Ended December 31,
2023 2022
(in thousands)
Domestic $ ( 51,084 ) $ ( 80,648 )
Foreign ( 20,145 ) ( 11,601 )
Total $ ( 71,229 ) $ ( 92,249 )
The Company had no federal or foreign provision for income taxes as the Company has incurred operating losses since inception. The Company’s state tax provision, which was current, was not material for the years ended December 31, 2023 and 2022.
The Company’s effective tax rate, as a percentage of pretax income, differs from the statutory federal rate primarily due to the valuation allowance that the Company records on its deferred tax assets as management believes it is more likely than not that the deferred tax assets will not be fully realized.
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The reconciliation between the provision for income taxes at the statutory rate and the provision for income taxes at the effective tax rate is as follows:
Year Ended December 31,
2023 2022
(in thousands)
Tax expense at U.S. statutory rate
$ ( 14,958 ) $ ( 19,372 )
Increase (decrease) in tax resulting from:
State taxes, net of federal effect 17 27
Non-deductible and other expenses 923 120
Foreign tax rate differential 4,229 2,436
Stock-based compensation 4,471 2,930
Change in valuation allowance 5,337 13,894
Total $ 19 $ 35
The significant categories of temporary differences that gave rise to deferred tax assets and liabilities were as follows:
December 31,
2023 2022
(in thousands)
Deferred tax assets:
Accruals and reserves $ 2,682 $ 3,250
Inventory and deferred revenue 512 1,324
Capitalized research and development costs 11,112 6,247
Stock-based compensation
1,582 2,939
Other 2,098 2,348
Net operating loss carryforwards 94,916 83,646
Gross deferred tax assets 112,902 99,754
Less: valuation allowance ( 100,692 ) ( 92,810 )
Total deferred tax assets 12,210 6,944
Deferred tax liabilities:
Fixed assets 11,202 5,575
Intangibles 733 1,369
Other
275 —
Total deferred tax liabilities 12,210 6,944
Total net deferred tax assets $ — $ —
Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. Net deferred tax assets consist primarily of net operating loss carryforwards of approximately $ 94.9 million and $ 83.6 million as of December 31, 2023 and 2022, respectively, related to U.S. federal, state, and foreign taxes. A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. As of December 31, 2023 and 2022, the Company held valuation allowances against its deferred tax assets due to the uncertainty of realizing future benefits from its net operating loss carryforwards and other deferred tax assets. The valuation allowance increased by approximately $ 7.9 million and $ 17.5 million during the years ended December 31, 2023 and 2022, respectively.
U.S. federal, state, and foreign net operating loss carryforwards of approximately $ 371.6 million, $ 254.0 million and $ 20.9 million, respectively, for income tax purposes are available to offset future taxable income as of December 31, 2023. $ 263.3 million of the U.S. federal net operating losses can be carried forward indefinitely and are available to offset 80% of future taxable income. If not used, these federal carryforwards will begin to expire in varying amounts beginning in 2030. Foreign net operating losses can be carried forward for a period of five years.
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The Tax Reform Act of 1986 and similar California legislation impose substantial restrictions on the utilization of net operating losses and tax credit carryforwards in the event that there is a change in ownership as provided by Section 382 and Section 383 of the Internal Revenue Code and similar state provisions. Such a limitation could result in the limitation and/or expiration of the net operating loss carryforwards and tax credits before utilization, which could result in increased future tax liabilities when the Company becomes taxable for federal or state purposes. While the Company has experienced an ownership change since its inception, an immaterial amount of net operating losses or tax credits has been limited as of December 31, 2023.
The Company recognizes the benefits of income tax positions only if the positions are more likely than not of being sustained. As of December 31, 2023 and 2022, the amount of gross unrecognized tax benefits related to continuing operations was $ 1.0 million and zero , respectively. All of the unrecognized tax benefits, if recognized, would not impact the Company’s effective income tax rate.
A reconciliation of gross unrecognized tax benefits from continuing operations is as follows:
Year Ended December 31,
2023 2022
(in thousands)
Balance at the beginning of the period
$ — $ —
Increases related to prior year tax positions
319 —
Increases related to current year tax positions
668 —
Balance at the end of the period
$ 987 $ —
The Company’s tax years 2010 through current will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss or tax credit carryforward. The Company is not currently under examination by income tax authorities in federal, state or other jurisdictions.
14. Loss Per Share
The following participating securities have been excluded from the computation of diluted loss per share for the periods presented because including them would have been anti-dilutive:
December 31,
2023 2022
(in thousands)
Outstanding stock options 16,247 17,872
Restricted stock units 8,538 7,855
Employee stock purchase plan 108 77
Delayed share issuance related to acquisition — 130
Total 24,893 25,934
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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.