0001573221-21-000125 | 10-Q | XBRL Viewer

Condensed Balance Sheet Components

6 Months Ended

Jun. 30, 2021

Balance Sheet Related Disclosures [Abstract]

Property and Equipment, Net

Property and equipment, net is recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the respective assets. Property and equipment, net consists of the following (in thousands):


	June 30, 2021		December 31, 2020
Proprietary software	$	29,167	$	24,218
Furniture and equipment	36,528		27,687
Automobiles	668		668
Leasehold improvements	56,386		52,828
Property and equipment, gross	122,749		105,401
Less: accumulated depreciation and amortization	(44,592)		(41,947)
Property and equipment, net	$	78,157	$	63,454

Depreciation and amortization expense on property and equipment was $6.4 million and $4.6 million for the three months ended June 30, 2021 and 2020, respectively, and $11.8 million and $8.8 million for the six months ended June 30, 2021 and 2020, respectively.

Other Accrued and Current Liabilities

Other accrued and current liabilities consist of the following (in thousands):


	June 30, 2021		December 31, 2020
Accrued compensation	$	17,486	$	13,406
Returns reserve	15,282		18,327
Accrued legal settlement	11,000		—
Accrued marketing and outside services	10,303		10,790
Site credit liability	6,888		5,475
Accrued sales tax and other taxes	7,150		6,870
Deferred revenue	2,017		1,617
Accrued interest	1,110		216
Other	5,433		5,161
Other accrued and current liabilities	$	76,669	$	61,862

Fair Value Measurement (Tables)

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of Financial Instruments Measured at Fair Value

The following table provides the financial instruments measured at fair value (in thousands) as of December 31, 2020:


	December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets (1)
Short-term investments:
Corporate bonds	$	—	$	4,017	$	—	$	4,017
Total short-term investments	$	—	$	4,017	$	—	$	4,017

(1)Money market funds are measured at net asset value per share and are excluded from cash equivalents in the fair value hierarchy table. The amounts of the money market funds (in thousands) was $200,326 at 12/31/20.

Schedule of Carrying Values and Estimated Fair Values

The following table presents the carrying amounts and estimated fair values of the financial instruments that are not recorded at fair value on the condensed balance sheets (in millions):


	June 30, 2021
	Net Carrying Amount		Estimated Fair Value
2025 Convertible senior notes	$	151.5	$	186.8
2028 Convertible senior notes	$	188.7	$	290.1

Condensed Balance Sheet Components (Tables)

6 Months Ended

Jun. 30, 2021

Balance Sheet Related Disclosures [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net consists of the following (in thousands):


	June 30, 2021		December 31, 2020
Proprietary software	$	29,167	$	24,218
Furniture and equipment	36,528		27,687
Automobiles	668		668
Leasehold improvements	56,386		52,828
Property and equipment, gross	122,749		105,401
Less: accumulated depreciation and amortization	(44,592)		(41,947)
Property and equipment, net	$	78,157	$	63,454

Schedule of Other Accrued and Current Liabilities

Other accrued and current liabilities consist of the following (in thousands):


	June 30, 2021		December 31, 2020
Accrued compensation	$	17,486	$	13,406
Returns reserve	15,282		18,327
Accrued legal settlement	11,000		—
Accrued marketing and outside services	10,303		10,790
Site credit liability	6,888		5,475
Accrued sales tax and other taxes	7,150		6,870
Deferred revenue	2,017		1,617
Accrued interest	1,110		216
Other	5,433		5,161
Other accrued and current liabilities	$	76,669	$	61,862

Condensed Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2019		85,872,320
Beginning balance at Dec. 31, 2019	$ 337,245	$ 1	$ 693,426	$ 7	$ (356,189)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of options (in shares)		964,085
Issuance of common stock upon exercise of options	2,564		2,564
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for employee taxes (in shares)		14,289
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for employee taxes	(151)		(151)
Stock-based compensation expense	3,410		3,410
Other comprehensive (loss) income	314			314
Net loss	(38,503)				(38,503)
Ending balance (in shares) at Mar. 31, 2020		86,850,694
Ending balance at Mar. 31, 2020	304,879	$ 1	699,249	321	(394,692)
Beginning balance (in shares) at Dec. 31, 2019		85,872,320
Beginning balance at Dec. 31, 2019	337,245	$ 1	693,426	7	(356,189)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(81,493)
Ending balance (in shares) at Jun. 30, 2020		87,348,241
Ending balance at Jun. 30, 2020	265,909	$ 1	703,189	401	(437,682)
Beginning balance (in shares) at Mar. 31, 2020		86,850,694
Beginning balance at Mar. 31, 2020	304,879	$ 1	699,249	321	(394,692)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of options (in shares)		429,339
Issuance of common stock upon exercise of options	1,790		1,790
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for employee taxes (in shares)		68,208
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for employee taxes	(453)		(453)
Stock-based compensation expense	6,129		6,129
Purchase of capped calls	(22,546)		(22,546)
Equity component of convertible senior notes, net of issuance costs	19,020		19,020
Other comprehensive (loss) income	80			80
Net loss	(42,990)				(42,990)
Ending balance (in shares) at Jun. 30, 2020		87,348,241
Ending balance at Jun. 30, 2020	265,909	$ 1	703,189	401	(437,682)
Beginning balance (in shares) at Dec. 31, 2020		89,301,664
Beginning balance at Dec. 31, 2020	191,293	$ 1	723,302	11	(532,021)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of options (in shares)		543,963
Issuance of common stock upon exercise of options	3,973		3,973
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for employee taxes (in shares)		829,641
Stock-based compensation expense	11,278		11,278
Purchase of capped calls	(33,666)		(33,666)
Equity component of convertible senior notes, net of issuance costs	93,031		93,031
Other comprehensive (loss) income	(11)			(11)
Net loss	(55,993)				(55,993)
Ending balance (in shares) at Mar. 31, 2021		90,675,268
Ending balance at Mar. 31, 2021	209,905	$ 1	797,918	0	(588,014)
Beginning balance (in shares) at Dec. 31, 2020		89,301,664
Beginning balance at Dec. 31, 2020	191,293	$ 1	723,302	11	(532,021)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(126,716)
Ending balance (in shares) at Jun. 30, 2021		91,459,505
Ending balance at Jun. 30, 2021	154,279	$ 1	813,015	0	(658,737)
Beginning balance (in shares) at Mar. 31, 2021		90,675,268
Beginning balance at Mar. 31, 2021	209,905	$ 1	797,918	0	(588,014)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of options (in shares)		153,414
Issuance of common stock upon exercise of options	786		786
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for employee taxes (in shares)		532,468
Issuance of common stock for exercises under ESPP (in shares)		98,355
Issuance of common stock for exercises under ESPP	1,092		1,092
Stock-based compensation expense	13,219		13,219
Net loss	(70,723)				(70,723)
Ending balance (in shares) at Jun. 30, 2021		91,459,505
Ending balance at Jun. 30, 2021	$ 154,279	$ 1	$ 813,015	$ 0	$ (658,737)

Description of Business and Basis of Presentation	6 Months Ended
Description of Business and Basis of Presentation	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Basis of Presentation	Description of Business and Basis of Presentation Organization and Description of Business The RealReal, Inc. (the “Company”) is an online marketplace for authenticated, consigned luxury goods across multiple categories, including women’s, men’s, kids’, jewelry and watches, and home and art. The Company was incorporated in the state of Delaware on March 29, 2011 and is headquartered in San Francisco, California. Impact of the Coronavirus (“COVID-19”) Pandemic In the year ended December 31, 2020, the COVID-19 pandemic materially impacted the Company's business operations and results of operations. Operations in the Company’s authentication centers were initially limited in accordance with shelter-in-place orders resulting in operations below full capacity. In-person concierge consignment appointments were temporarily suspended. Luxury consignment offices and retail stores were temporarily closed. During the second half of fiscal year 2020, operations capacity was no longer limited by restrictions related to COVID-19 and all luxury consignment offices and retail stores were open. In-person concierge consignment appointments were available as an option for our consignor base and were augmented with virtual appointments. In March 2021, the Company resumed in-person concierge consignment appointments in various areas. The authentication centers and retail stores experience intermittent closures to perform safety and cleaning procedures. The Company also reopened its corporate offices, including our corporate headquarters in San Francisco. The Company believes that its financial resources will allow it to manage the anticipated impact of COVID-19 on the Company’s business operations for the foreseeable future. The Company believes its existing cash and cash equivalents as of June 30, 2021 will be sufficient to meet its working capital and capital expenditures needs for at least the next 12 months. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the requirements of the U.S. Securities and Exchange Commission (the “SEC”) for interim reporting. The Company’s functional and reporting currency is the U.S. dollar. The condensed balance sheet as of December 31, 2020 included herein was derived from the audited financial statements as of that date. The accompanying unaudited condensed financial statements have been prepared on the same basis as the annual 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, comprehensive loss, and stockholders’ equity, and cash flows for the periods presented. Certain changes in presentation have been made to conform the prior period presentation to the current period reporting. Such reclassifications did not affect total revenues, operating income, or net income. We have made certain presentation changes to reclassify loss (gain) on retirement of property and equipment, accretion of unconditional grant liability, and amortization of premiums (discounts) on short-term investments to other adjustments within operating cash flows in the Condensed Statements of Cash Flows. Additionally, we have made certain presentation changes to reclassify legal settlement expenses from Selling, general and administrative to Legal settlement within operating expenses in the Condensed Statements of Operations. These unaudited condensed financial statements should be read in conjunction with the Company’s financial statements and notes included in our Annual Report on Form 10-K filed with the SEC on March 1, 2021.

Share-based Compensation Plans - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2011	May 05, 2021	Aug. 04, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares purchased	98,355
Stock-based compensation capitalized to proprietary software development costs	$ 400,000	$ 0	$ 765,000	$ 0
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized	1,750,000		1,750,000
Options granted as percentage on fair value of stock			85.00%
Annual increase in number of shares, percentage of shares of outstanding common stock	1.00%		1.00%
Increase in shares available for grant						893,016	858,723
Number of shares purchased		0	98,355	0
Unrecognized compensation costs	$ 400,000		$ 400,000
Weighted average period expect to recognized			4 months 24 days
Maximum \| Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual increase in available number of authorized shares	1,750,000		1,750,000
2011 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					4 years
Percentage of maximum incentive stock options granted to stockholders					10.00%
2011 Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options exercisable period					10 years
2011 Plan \| Incentive and Non-statutory Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized					12,987,255
2011 Plan \| Incentive and Non-statutory Stock Options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted as percentage on fair value of stock					100.00%
2011 Plan \| Incentive Stock Options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted as percentage on fair value of stock					110.00%
2019 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual increase in available number of authorized shares								8,000,000
Annual increase in number of shares, percentage of shares of outstanding common stock								5.00%
Increase in shares available for grant						4,465,083	4,293,616
2019 Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized								8,000,000

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	91,459,505	89,301,664
Common stock, shares, outstanding (in shares)	91,459,505	89,301,664

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Summary Of Significant Accounting Policies [Line Items]
Unrealized gains and losses within accumulated other comprehensive income (loss)	$ 0	$ 0
Impairments due to credit loss	0	0
Rights to recover products from customers	4,200,000	7,400,000
Other Accrued and Current Liabilities
Summary Of Significant Accounting Policies [Line Items]
Inventory return reserves allowances	15,300,000	$ 18,300,000
Common Stock
Summary Of Significant Accounting Policies [Line Items]
Dividend or distribution declared	$ 0

Net Loss Per Share Attributable to Common Stockholders - Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted net loss per share	30,010,436	21,679,188
Options to Purchase Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted net loss per share	4,523,649	7,164,423
Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted net loss per share	6,603,189	4,710,775
Employee Stock Purchase Plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted net loss per share	137,275	98,536
Convertible Senior Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted net loss per share	18,746,323	9,705,454

Condensed Balance Sheet Components - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 122,749	$ 105,401
Less: accumulated depreciation and amortization	(44,592)	(41,947)
Property and equipment, net	78,157	63,454
Proprietary software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	29,167	24,218
Furniture and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	36,528	27,687
Automobiles
Property, Plant and Equipment [Line Items]
Property and equipment, gross	668	668
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 56,386	$ 52,828

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2021
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the reporting period. Significant items subject to such estimates and assumptions include those related to revenue recognition, including the returns reserve, valuation of inventory, software development costs, incremental borrowing rates related to lease liability, fair value of the liability component of convertible senior notes, valuation of deferred taxes, and other contingencies. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates.
Net Loss per Share Attributable to Common Stockholders	Net Loss per Share Attributable to Common Stockholders The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method determines net loss per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available or attributable to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s convertible senior notes are participating securities as they give the holders the right to receive dividends if dividends or distributions declared to the common stockholders is equal to or greater than the last reported sale price of the Company’s common stock on the trading day immediately preceding the ex-dividend date for such dividend or distribution as if the instruments had been converted into shares of common stock. No undistributed earnings were allocated to the participating securities as the contingent event is not satisfied as of the reporting date. For periods in which the Company reports net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, because potentially dilutive common shares and assumed conversion of the convertible senior notes are not assumed to have been issued within the calculation, if their effect is anti-dilutive.
Revenue Recognition	Revenue Recognition The Company generates revenue from the sale of pre-owned luxury goods through its online marketplace and retail stores. Consignment and Service Revenue The Company provides a service to sell pre-owned luxury goods on behalf of consignors to buyers through its online marketplace and retail stores. The Company retains a percentage of the proceeds received as payment for its consignment service, which the Company refers to as its take rate. 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 remains with the consignor until transferred to the buyer upon purchase of the consigned goods and expiration of the allotted return period. The Company does not take title of consigned goods at any time except in certain cases where returned goods become Company-owned inventory. The Company recognizes consignment revenue 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 recognized net of estimated returns, cancellations, buyer incentives and adjustments. The Company recognizes a returns reserve based on historical experience, which is recorded in other accrued and current liabilities on the condensed balance sheets (see Note 5). Sales tax assessed by governmental authorities is excluded from revenue. Certain transactions provide consignors with a material right resulting from the tiered consignor commission plan. Under this plan, the amount an individual consignor receives for future sales of consigned goods may be dependent on previous consignment sales for that consignor within his/her consignment period. Accordingly, in certain consignment transactions, a small portion of the Company’s consignment revenue is allocated to such material right using the portfolio method and recorded as deferred revenue, which is recorded in other accrued and current liabilities on the condensed balance sheets. The impact of the deferral has not been material to the financial statements. The Company charges shipping fees to buyers and has elected to treat shipping and handling activities performed after control transfers to the buyer as fulfillment activities. All outbound shipping and handling costs are accounted for as fulfillment costs in cost of consignment and service revenue at the time revenue is recognized. The Company also generates subscription revenue from monthly memberships allowing buyers early access to shop for luxury goods. The buyers receive the early access and other benefits over the term of the subscription period, which represents a single stand-ready performance obligation. Therefore, the subscription fees paid by the buyer are recognized over the monthly subscription period. Subscription revenue was not material in the three and six months ended June 30, 2021 and 2020. Direct Revenue The Company generates direct revenue from the sale of Company-owned inventory. The Company recognizes direct revenue on a gross basis upon shipment of the purchased good to the buyer as the Company acts as the principal in the transaction. Direct revenue is recognized net of estimated returns, buyer incentives and adjustments. Sales tax assessed by governmental authorities is excluded from revenue. Cost of direct revenue is also recognized upon shipment to the buyer in an amount equal to that paid to the consignor from the original consignment sale, an amount equal to that paid as a direct purchase from a third party, or the lower of cost of the inventory purchased and its net realizable value. Incentives Incentives, which include platform-wide discounts and buyer incentives, may periodically be offered to buyers. Platform-wide discounts are made available to all buyers on the online marketplace. Buyer incentives apply to specific buyers and consist of coupons or promotions that offer credits in connection with purchases on the Company’s platform, and do not impact the commissions paid to consignors. These are treated as a reduction of consignment and service revenue and direct revenue. Additionally, the Company periodically offers commission exceptions to consignors to optimize its supply. These are treated as reduction of consignment and service revenue, and are reflected in the Company’s take rate. The Company may offer a certain type of buyer incentive in the form of site credits to buyers on current transactions to be applied towards future transactions, which are included in other accrued and current liabilities on the balance sheets. Contract Liabilities The Company’s contractual liabilities consist of deferred revenue for material rights primarily related to the tiered consignor commission plan, which are recognized as revenue using a portfolio approach based on the pattern of exercise, and certain unredeemed site credits, which were immaterial as of June 30, 2021 and December 31, 2020. Contract liabilities are recorded in other accrued and current liabilities on the balance sheets and are generally expected to be recognized within one year. Contract liabilities were immaterial as of June 30, 2021 and December 31, 2020.
Cost of Revenue	Cost of Revenue Cost of consignment and service revenue consist of shipping costs, credit card fees, packaging, customer service personnel-related costs, website hosting services, and consignor inventory adjustments relating to lost or damaged products. Cost of direct revenue consists of the cost of goods sold, credit card fees, packaging, customer service personnel-related costs, website hosting services, and inventory adjustments.
Stock-based Compensation	Stock-based Compensation Stock-based compensation expense related to employees and nonemployees is measured based on the grant-date fair value of the awards. Compensation expense is recognized in the statements of operations over the period during which the employee is required to perform services in exchange for the award (the vesting period of the applicable award) using the straight-line method. The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model and accounts for forfeitures as they occur. The fair value of restricted stock units (“RSUs”) is estimated based on the fair market value of the Company’s common stock on the date of grant, which is determined based on the closing price of the Company’s common stock. The fair value of each purchase under the employee stock purchase plan (ESPP) is estimated at the beginning of the offering period using the Black-Scholes option pricing model.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. Cash equivalents primarily consist of investments in short-term money market funds and amounts invested in U.S. treasury securities.
Short-term Investments	Short-term Investments The Company has classified and accounted for its short-term investments as available-for-sale which are carried at fair value on its condensed balance sheets. Available-for-sale securities with remaining maturities of 12 months or less are classified as short term and available-for-sale securities with remaining maturities greater than 12 months are classified as long term. Available-for-sale investments are reported at fair value based on quoted market prices and other observable market data. The Company records any unrealized gains and losses within accumulated other comprehensive income (loss) as a component of stockholders’ equity, of which there were none as of June 30, 2021 and December 31, 2020. The Company evaluates its short-term investments periodically for possible impairment. If the Company determines that an investment with an amortized cost basis in excess of estimated fair value is caused by expected credit losses, the expected credit loss on the investment is recognized in Other income (expense), net. As of June 30, 2021 and December 31, 2020, the Company had not recorded any impairments due to credit loss.
Inventory	Inventory Inventory consists of finished goods arising from goods returned after the title has transferred from the buyer to the Company as well as finished goods from direct purchases from vendors and consignors. The cost of inventory is an amount equal to that paid to the consignor or vendors. Inventory is valued at the lower of cost or net realizable value using the specific identification method and the Company records provisions, as appropriate, to write down obsolete and excess inventory to estimated net realizable value. After the inventory value is reduced, adjustments are not made to increase it from the estimated net realizable value. Our provisions to write down obsolete and excess inventory to net realizable value were not material for the six months ended June 30, 2021 and 2020. Return reserves, which reduce revenue and cost of sales, are estimated using historical experience. Liabilities for return allowances are included in other accrued and current liabilities on the condensed balance sheets and were $15.3 million and $18.3 million as of June 30, 2021 and December 31, 2020, respectively. Included in inventory on the Company’s condensed balance sheets are assets totaling $4.2 million and $7.4 million as of June 30, 2021 and December 31, 2020, respectively, for the rights to recover products from customers associated with its liabilities for return reserves.
Software Development Costs	Software Development Costs Proprietary software includes the costs of developing the Company’s internal proprietary business platform and automation projects. 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: (1) the preliminary project stage is completed and (2) it is probable that the software will be completed and used for its intended function. Such costs are capitalized in the period incurred. Capitalization ceases and amortization begins 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.
Leases	Leases Contracts that have been determined to convey the right to use an identified asset are evaluated for classification as an operating or finance lease. For the Company’s operating leases, the Company records a lease liability based on the present value of the lease payments at lease inception, using the applicable incremental borrowing rate. The Company estimates the incremental borrowing rate by developing its own synthetic credit rating, corresponding yield curve, and the terms of each lease at the lease commencement date. The corresponding right-of-use asset is recorded based on the corresponding lease liability at lease inception, adjusted for payments made to the lessor at or before the commencement date, initial direct costs incurred and any tenant incentives allowed for under the lease. The Company does not include optional renewal terms or early termination provisions unless the Company is reasonably certain such options would be exercised at the inception of the lease. Operating lease right-of-use assets, current portion of operating lease liabilities, and operating lease liabilities, net of current portion are included on the Company’s condensed balance sheets. The Company has elected the practical expedients that allows for the combination of lease components and non-lease components and to record short-term leases as lease expense on a straight-line basis on the condensed statements of operations. Variable lease payments are recorded as expense as they are incurred. The Company has finance leases for vehicles and equipment, and the amounts of finance lease right-of-use assets and finance lease liabilities have been immaterial to date.
Convertible Senior Notes, net and Debt Issuance Costs	Convertible Senior Notes, net Convertible debt instruments that may be settled in cash or other assets, or partially in cash, upon conversion, are separately accounted for as long-term debt and equity components (or conversion feature). The debt component represents the Company’s contractual obligation to pay principal and interest and the equity component represents the Company’s option to convert the debt security into equity of the Company or the equivalent amount of cash. Upon issuance, the Company allocated the debt component on the basis of the estimated fair value of a similar liability that does not have an associated convertible feature and the remaining proceeds are allocated to the equity component. The bifurcation of the debt and equity components resulted in a debt discount for the aforementioned notes. The Company uses the effective interest method to amortize the debt discount to interest expense over the amortization period which is the expected life of the debt. Debt Issuance Costs Debt issuance costs are amortized to interest expense over the estimated life of the related debt based on the effective interest method. The Company presents debt issuance costs on the condensed balance sheets as a direct deduction from the associated debt. A portion of debt issuance costs incurred in connection with the convertible senior notes issued in June 2020 and March 2021 was related to the equity component and was recorded as a reduction to additional paid in capital and is not amortized to interest expense over the estimated life of the related debt.
Capped Call Transactions	Capped Call Transactions In June 2020 and March 2021, in connection with the issuance of its convertible senior notes, the Company entered into Capped Call Transactions (see Note 7). The Capped Call Transactions are expected generally to reduce the potential dilution to the holders of the Company’s common stock upon any conversion of the convertible senior notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted convertible senior notes, with such reduction and/or offset subject to a cap based on the cap price. The capped calls are classified in stockholders’ equity as a reduction to additional paid-in capital and are not subsequently remeasured as long as the conditions for equity classification continue to be met.
Concentrations of Credit Risks	Concentrations of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, accounts receivable, and investments. At times, such amount may exceed federally-insured limits. The Company reduces credit risk by placing its cash and cash equivalents, and investments with major financial institutions within the United States. As of June 30, 2021 and December 31, 2020, there were no customers that represented 10% or more of the Company’s accounts receivable balance and there were no customers that individually exceeded 10% of the Company’s total revenue for each of the six months ended June 30, 2021 and 2020.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-6, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments. Under this ASU, the embedded conversion features will no longer be separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. ASU 2020-6 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The ASU will be effective for annual reporting periods beginning after December 15, 2021 and early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements. It is expected that upon adoption, the Company’s Convertible Senior Notes, as discussed in Note 7, will no longer be bifurcated into an equity and a debt component, but rather accounted for as a single liability.

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and ContingenciesNoncancelable Purchase Commitments The Company has commitments for cloud services and other services in the ordinary course of business with varying expiration terms through 2023. As of June 30, 2021, there were no material changes to the Company’s noncancelable purchase commitments disclosed in the financial statements in the Annual Report on Form 10-K. Other Commitments In January 2018, the Company and the University of Arizona Foundation entered into an endowment agreement (the “Endowment Agreement”) to establish a fund (the “Fund”) to create and grow a gemology degree program in the Department of Geosciences at the University of Arizona (the “University”). The Company agreed to donate a total of $2.0 million, payable in four annual installments of $0.5 million starting in January 2018. There are no conditions that the University must meet to receive the funds nor any penalties to the University for nonperformance. The Endowment Agreement directs the use of the funds but contains no binding restrictions on the use of the funds. On the execution of the Endowment Agreement, the Company recognized $1.7 million expense for the estimated fair value of the grant, using a discount rate of 10%, to selling, general and administrative expenses in the statements of operations. The Company recognized a corresponding liability for the remaining installment payments and will recognize accretion of the liability as interest expense over the remaining term of the Endowment Agreement. Interest expense related to the accretion of the grant liability was not material in the three months ended June 30, 2021 and 2020. As of June 30, 2021, there was no outstanding liability, as the final annual installment of $0.5 million was made during the six months ended June 30, 2021. As of December 31, 2020, the outstanding liability was $0.5 million, which is included in other accrued and current liabilities on the condensed balance sheets. Contingencies From time to time, the Company is subject to, and it is presently involved in, litigation and other legal proceedings and from time to time, the Company receives inquiries from government agencies. Accounting for contingencies requires the Company to use judgment related to both the likelihood of a loss and the estimate of the amount or range of loss. The Company records a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company discloses material contingencies when a loss is not probable but reasonably possible. On November 14, 2018, Chanel, Inc. (“Chanel”) filed a lawsuit against the Company in the U.S. District Court for the Southern District of New York bringing various trademark and advertising-related claims under the Lanham Act and New York state law analogues. Chanel alleges, among other things, that the Company has misrepresented certain counterfeit Chanel products as authentic Chanel products, that the Company’s resale of Chanel products confuses consumers into believing that Chanel is affiliated with the Company and involved in authenticating consignors’ goods and that only Chanel is capable of authenticating second-hand Chanel goods. The Court issued an Opinion & Order on March 30, 2020 denying in part and granting in part the Company’s motion to dismiss. The Company filed its answer and affirmative defenses on May 29, 2020. Chanel’s claims are now in the discovery phase. On November 3, 2020, with the court’s permission, the Company filed a motion to amend its answer to add counterclaims against Chanel alleging anticompetitive conduct in violation of the federal and state antitrust laws as well as tortious interference. That motion was granted on February 24, 2021, permitting the Company to file its amended pleading. The Company filed its Amended Answer, Affirmative Defenses, and Counterclaims on February 25, 2021. On March 8, 2021, Chanel filed a motion to dismiss the Company’s counterclaims and to strike one of the Company’s affirmative defenses. The Company filed its opposition to Chanel’s motion on April 1, 2021. A decision on that motion is pending. A joint stipulation and order staying the case for three months was entered on April 5, 2021, while the parties attempt mediation. The parties subsequently requested an additional three-month stay, which the Court granted on July 1, 2021. This litigation is in its early stages and the final outcome, including the Company’s liability, if any, with respect to Chanel’s claims, is uncertain. Chanel could in the future assert additional trademark and advertising or other claims against the Company in this or other proceedings. An unfavorable outcome in this or similar litigation could adversely affect the Company’s business and could lead to other similar lawsuits. The Company is not able to predict or reasonably estimate the ultimate outcome or possible losses relating to this claim. On September 10, 2019, a purported shareholder class action complaint was filed against the Company, its officers and directors and the underwriters of its IPO in the Superior Court of the State of California in the County of San Mateo. Three additional purported class actions, also alleging claims arising from the IPO were subsequently filed in Marin County and San Francisco County Superior Courts. The San Mateo case was voluntarily dismissed, refiled in Marin County Superior Court and consolidated with the cases there. On January 10, 2020, the Marin County plaintiffs filed a consolidated amended complaint. The plaintiffs in the San Francisco Superior Court case have filed a request for dismissal. Separately an additional purported class action was filed in the United States District Court for the Northern District of California on November 25, 2019. On February 12, 2020, a lead plaintiff was appointed in the federal action and an Amended Consolidated Complaint was filed on March 31, 2020. Defendants’ filed a demurrer and motion to strike in the state court action on March 13, 2020 and filed a motion to stay the proceedings in favor of the federal action on May 1, 2020. On August 4, 2020, the court granted defendants’ motion to stay the state court action and deferred ruling on the demurrer and motion to strike pending the outcome of the federal court action. A motion to dismiss the Amended and Consolidated Complaint in the federal court action was filed on May 15, 2020. On March 31, 2021, the court entered an order on the motion to dismiss, dismissing the Securities Exchange Act of 1934 (the “Exchange Act”) claims and some of the claims alleged under the Securities Act of 1933 (the “Securities Act”). The court provided plaintiffs with an opportunity to amend the complaint and, on April 30, 2021, plaintiffs filed a Second Amended Complaint in federal court. The state court complaint, and the Second Amended Complaint in federal court each allege claims under the Securities Act of 1933 on behalf of a purported class of shareholders who acquired the Company’s stock pursuant to or traceable to the registration statement for the Company’s IPO. The federal complaint also alleges claims under the Exchange Act on behalf of a purported class of shareholders who purchased the Company’s stock from June 27, 2019 through November 20, 2019. The complaints seek, among other things, damages and interest, rescission, and attorneys’ fees and costs. On September 10, 2020 and December 7, 2020, purported shareholders filed putative derivative actions in the United States District Court for the District of Delaware. The derivative complaints allege factual allegations largely tracking the above referenced lawsuits. The two derivative cases have been consolidated and the consolidated case has been stayed. On July 27, 2021, the Company reached an agreement in principle to settle this shareholder class action. The agreement in principle is subject to formalizing the final terms of the settlement in a settlement stipulation, which would then be subject to preliminary and final approval by the court. The financial terms of the agreement in principle provide that the Company will pay $11.0 million within thirty (30) days of the later of preliminary approval of the settlement or plaintiff’s counsel providing payment instructions. In connection with the agreement in principle, the Company recorded approximately $11.0 million for the three months ended June 30, 2021 under our Operating expenses as a Legal settlement. The Company intends to pay for the settlement with available resources. Indemnifications In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to vendors, directors, officers and other parties with respect to certain matters including, but not limited to, losses arising out of the breach of such agreements, intellectual property infringement claims made by third parties and other liabilities relating to or arising from the Company's various services, or its acts or omissions. The Company has not incurred any material costs as a result of such indemnifications and have not accrued any liabilities related to such obligations in its financial statements.

Cash, Cash Equivalents and Short-term Investments

6 Months Ended

Jun. 30, 2021

Cash and Cash Equivalents [Abstract]

Cash, Cash Equivalents, and Short-term Investments

Cash, Cash Equivalents and Short-term Investments

The following tables summarize the estimated value of the Company’s cash, cash equivalents and short-term investments (in thousands):


	June 30, 2021
	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value
Cash and cash equivalents:
Cash	$	277,264	$	—	$	—	$	277,264
Money market funds	214,384		—		—		214,384
Total cash and cash equivalents	$	491,648	$	—	$	—	$	491,648


	December 31, 2020
	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value
Cash and cash equivalents:
Cash	$	150,520	$	—	$	—	$	150,520
Money market funds	200,326		—		—		200,326
Total cash and cash equivalents	$	350,846	$	—	$	—	$	350,846
Short-term investments:
Corporate bonds	$	4,006	$	11	$	—	$	4,017
Total short-term investments	$	4,006	$	11	$	—	$	4,017

As of December 31, 2020, the contractual maturity for the short-term investments is less than one year. For the six months ended June 30, 2021 and 2020, the Company recognized no material realized gains or losses on short-term investments.

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2021	Jul. 31, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Document Transition Report	false
Entity File Number	001-38953
Entity Registrant Name	TheRealReal, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	45-1234222
Entity Address, Address Line One	55 Francisco Street
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94133
City Area Code	855
Local Phone Number	435-5893
Title of 12(b) Security	Common stock, $0.00001 par value
Trading Symbol	REAL
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		91,567,545
Entity Central Index Key	0001573221
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Amendment Flag	false

Condensed Statements of Stockholders' Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Jun. 30, 2020
Equity Component of Convertible Senior Notes
Stock issuance costs	$ 3,131	$ 767

Leases

6 Months Ended

Jun. 30, 2021

Leases [Abstract]

Leases

The Company leases its corporate offices, retail spaces and authentication centers under various noncancelable operating leases with terms ranging from one year to fifteen years.

The Company recorded operating lease costs of $7.6 million and $6.2 million for the three months ended June 30, 2021 and 2020, respectively, and $14.9 million and $12.2 million for the six months ended June 30, 2021 and 2020. The Company also incurred $1.3 million and $1.0 million of variable lease costs for the three months ended June 30, 2021 and 2020, respectively, and $2.7 million and $1.9 million of variable lease costs for the six months ended June 30, 2021 and 2020,

respectively. The variable lease costs are comprised primarily of the Company’s proportionate share of operating expenses, property taxes and insurance.

Maturities of operating lease liabilities by fiscal year for the Company’s operating leases are as follows (in thousands):


Fiscal Year	Amount
Remainder of 2021	$	10,896
2022	27,525
2023	26,154
2024	25,832
2025	26,391
Thereafter	79,126
Total future minimum payments	$	195,924
Less: Imputed interest	(40,895)
Present value of operating lease liabilities	$	155,029

As of June 30, 2021, the Company has entered into operating lease agreements that have not yet commenced. The Company will determine the classification at the commencement date for each lease, but currently expects these leases to be classified as operating leases. Pending execution of the landlord's obligations to prepare leased spaces for occupancy, the Company expects these leases to commence on various dates in the year ended December 31, 2021.

As of June 30, 2021, the Company’s estimated undiscounted lease payments for leases that have not yet commenced were as follows (in thousands):


Fiscal Year	Lease payments for leases not yet commenced
Remainder of 2021	$	232
2022	643
2023	668
2024	706
2025	750
Thereafter	2,115
Total undiscounted lease payments expected to be capitalized	$	5,114

Supplemental cash flow information related to the Company’s operating leases are as follows (in thousands):


	Six Months Ended June 30,
	2021		2020
Operating cash flows used for operating leases	$	13,192	$	4,359
Operating lease assets obtained in exchange for operating lease liabilities	$	33,012	$	16,513

The weighted average remaining lease term and discount rate for the Company’s operating leases are as follows:


	June 30, 2021
Weighted average remaining lease term	7.3 years
Weighted average discount rate	6.5	%

The Company has leases for certain vehicles that are classified as finance leases. The finance lease right-of-use asset and finance lease liabilities for these vehicle leases are immaterial as of June 30, 2021 and December 31, 2020.

Net Loss Per Share Attributable to Common Stockholders - Schedule of Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Numerator
Net loss attributable to common stockholders	$ (70,723)	$ (42,990)	$ (126,716)	$ (81,493)
Denominator
Weighted-average common shares outstanding used to calculate net loss per share attributable to common stockholders, basic (in shares)	91,062,220	87,064,384	90,555,963	86,826,590
Weighted-average common shares outstanding used to calculate net loss per share attributable to common stockholders, diluted (in shares)	91,062,220	87,064,384	90,555,963	86,826,590
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (0.78)	$ (0.49)	$ (1.40)	$ (0.94)
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (0.78)	$ (0.49)	$ (1.40)	$ (0.94)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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+ Details

Cash, Cash Equivalents and Short-term Investments (Tables)

6 Months Ended

Jun. 30, 2021

Cash and Cash Equivalents [Abstract]

Summary of Estimated Value of Cash, Cash Equivalents and Short-term Investments

The following tables summarize the estimated value of the Company’s cash, cash equivalents and short-term investments (in thousands):


	June 30, 2021
	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value
Cash and cash equivalents:
Cash	$	277,264	$	—	$	—	$	277,264
Money market funds	214,384		—		—		214,384
Total cash and cash equivalents	$	491,648	$	—	$	—	$	491,648


	December 31, 2020
	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value
Cash and cash equivalents:
Cash	$	150,520	$	—	$	—	$	150,520
Money market funds	200,326		—		—		200,326
Total cash and cash equivalents	$	350,846	$	—	$	—	$	350,846
Short-term investments:
Corporate bonds	$	4,006	$	11	$	—	$	4,017
Total short-term investments	$	4,006	$	11	$	—	$	4,017

Leases - Schedule of Weighted Average Remaining Lease Term and Discount Rate For Operating Leases (Details)	Jun. 30, 2021
Leases [Abstract]
Weighted average remaining lease term	7 years 3 months 18 days
Weighted average discount rate	6.50%

Share-based Compensation Plans

6 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

Share-based Compensation Plans

2011 Equity Incentive Plan

In 2011, the Company adopted the Equity Incentive Plan (2011 Plan) authorizing the granting of incentive stock options (ISOs) and non-statutory stock options (NSOs) to eligible participants for up to 12,987,255 shares of common stock. Under the 2011 Plan, incentive stock options and non-statutory stock options are to be granted at an exercise price that is no less than 100% of the fair value of the stock at the date of grant. Options generally vest over 4 years and are exercisable for up to 10 years after the date of grant. Incentive stock options granted to stockholders who own more than 10% of the outstanding stock of the Company at the time of grant must be issued at an exercise price no less than 110% of the fair value of the stock on

the date of grant. The 2011 Plan has been replaced by the Company’s 2019 Plan as defined below with respect to future equity awards.

2019 Equity Incentive Plan

In connection with the Company’s initial public offering, the Company adopted the 2019 Equity Incentive Plan (the “2019 Plan”). The 2019 Plan allows the Company to grant stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards to participants. Subject to the terms and conditions of the 2019 Plan, the initial number of shares authorized for grants under the 2019 Plan is 8,000,000. These available shares increase annually by an amount equal to the lesser of 8,000,000 shares, 5% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31, or the number of shares determined by the Company’s board of directors. On August 4, 2020, the Company’s board of directors approved an increase of shares available for grant under the 2019 Plan by 4,293,616 shares. On May 5, 2021, the Company’s board of directors approved an increase of shares available for grant under the 2019 Plan by 4,465,083 shares.

Employee Stock Purchase Plan

In connection with the Company’s initial public offering, the Company adopted the Employee Stock Purchase Plan (ESPP). The Employee Stock Purchase Plan permits employees to purchase shares of common stock during six-month offering periods at a purchase price equal to the lesser of (1) 85% of the fair market value of a share of common stock on the first business day of such offering period and (2) 85% of the fair market value of a share of common stock on the last business day of such offering period. The plan is considered compensatory and, as such, the purchase discount from market price purchased by employees will be recorded as compensation expense. The initial number of shares of common stock that could be issued under the employee stock purchase plan was 1,750,000 shares. These available shares increase by an amount equal to the lesser of 1,750,000 shares, 1% of the number of shares of common stock outstanding on the immediately preceding December 31, or the number of shares determined by the Company’s board of directors. On August 4, 2020, the Company’s board of directors approved an increase in the shares available for grant under the ESPP by 858,723 shares. On May 5, 2021, the Company's board of directors approved an increase in the shares available for grant under the ESPP by 893,016 shares. There were 98,355 shares purchased by employees under the ESPP during the three and six months ended June 30, 2021. There were no shares purchased by employees under the ESPP during the three and six months ended June 30, 2020. The Company selected the Black-Scholes option-pricing model as the method for determining the estimated fair value for the Company’s 2019 ESPP. As of June 30, 2021, total unrecognized compensation costs related to the 2019 ESPP was $0.4 million which will be amortized over a weighted average period of 0.4 years.

Stock-based Compensation

Total stock-based compensation expense by function was as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Marketing	$	560	$	335	$	1,296	$	523
Operations and technology	5,550		2,852		10,246		4,330
Selling, general and administrative	6,703		2,942		12,190		4,686
Total	$	12,813	$	6,129	$	23,732	$	9,539

During the three and six months ended June 30, 2021, the Company capitalized $0.4 million and $0.8 million of stock-based compensation expense to proprietary software. During the three and six months ended June 30, 2020, the Company did not capitalize any stock-based compensation expense.

Convertible Senior Notes, Net - Schedule of Net Carrying Amount of Equity Component of Notes (Details) $ in Thousands	Jun. 30, 2021 USD ($)
2025 Convertible Senior Notes as as Equity Component
Debt Disclosure [Line Items]
Proceeds allocated to the conversion options (debt discount)	$ 19,787
Issuance costs	(767)
Net carrying amount	19,020
2028 Convertible Senior Notes as as Equity Component
Debt Disclosure [Line Items]
Proceeds allocated to the conversion options (debt discount)	96,162
Issuance costs	(3,131)
Net carrying amount	$ 93,031

Leases - Schedule of Supplemental Cash Flow Information Related to Operating Leases (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Leases [Abstract]
Operating cash flows used for operating leases	$ 13,192	$ 4,359
Operating lease assets obtained in exchange for operating lease liabilities	$ 33,012	$ 16,513

Convertible Senior Notes, Net - Additional Information (Details)	1 Months Ended		3 Months Ended		6 Months Ended		13 Months Ended
	Mar. 31, 2021 USD ($) $ / shares	Jun. 30, 2020 USD ($) $ / shares	Mar. 31, 2021 USD ($) $ / shares	Jun. 30, 2020 USD ($) $ / shares	Jun. 30, 2021 USD ($) day shares	Jun. 30, 2020 USD ($) $ / shares	Jun. 30, 2021 USD ($) shares	Mar. 03, 2021 $ / shares	Jun. 10, 2020 $ / shares
Debt Instrument [Line Items]
Purchase of capped call transactions			$ 33,666,000	$ 22,546,000
Equity component of convertible senior notes, net of issuance costs			93,031,000	19,020,000
2025 Convertible Senior Notes
Debt Instrument [Line Items]
Aggregate principal amount		$ 172,500,000		$ 172,500,000	$ 172,500,000	$ 172,500,000	$ 172,500,000
Notes interest rate		3.00%		3.00%		3.00%
Proceeds from issuance of convertible senior notes		$ 165,800,000			$ 0	$ 166,314,000
Purchase of capped call transactions		$ 22,500,000
Initial conversion rate		5.62635%
Initial conversion price (in dollars per share) \| $ / shares		$ 17.77		$ 17.77		$ 17.77
Notes, threshold trading days \| day					20
Notes, threshold consecutive trading days \| day					30
Notes, threshold percentage of stock price trigger					130.00%
Percentage on aggregate principal amount of notes to be payable upon the event of default					25.00%
Interest rate used to compute initial fair value of liability		5.67%
Fair value of liability		$ 152,700,000		$ 152,700,000		$ 152,700,000
Discount on initial issuance		19,800,000		19,800,000		19,800,000
Debt issuance costs		6,700,000		6,700,000		6,700,000
Equity component of convertible senior notes, net of issuance costs		800,000
Liability component recorded as a reduction in carrying value of debt		$ 5,900,000		5,900,000		5,900,000
Amortization period		5 years
Effective interest rate							6.40%
2025 Convertible Senior Notes \| Capped Call Transactions
Debt Instrument [Line Items]
Payment to counterparties for purchased calls		$ 22,500,000
Common stock subject to adjustment and exercisable upon conversion of initial notes (in shares) \| shares					9,705,454		9,705,454
Cap price of capped transactions (in dollars per share) \| $ / shares									$ 27.88
Cap price as percentage on common stock price per share									100.00%
Closing price of common stock (in dollars per share) \| $ / shares									$ 13.94
Reduction to additional paid premium payments for capped call transactions		22,500,000
2028 Convertible Senior Notes
Debt Instrument [Line Items]
Aggregate principal amount	$ 287,500,000		$ 287,500,000		$ 287,500,000		$ 287,500,000
Notes interest rate	1.00%		1.00%
Proceeds from issuance of convertible senior notes	$ 278,100,000				$ 278,396,000	0
Purchase of capped call transactions	$ 33,700,000
Initial conversion rate	3.14465%
Initial conversion price (in dollars per share) \| $ / shares	$ 31.80		$ 31.80
Notes, threshold trading days \| day					20
Notes, threshold consecutive trading days \| day					30
Notes, threshold percentage of stock price trigger					130.00%
Percentage on aggregate principal amount of notes to be payable upon the event of default					25.00%
Interest rate used to compute initial fair value of liability	7.18%
Fair value of liability	$ 191,300,000		$ 191,300,000
Discount on initial issuance	96,200,000		96,200,000
Debt issuance costs					$ 9,400,000		9,400,000
Equity component of convertible senior notes, net of issuance costs					3,100,000
Liability component recorded as a reduction in carrying value of debt					$ 6,200,000		$ 6,200,000
Amortization period					7 years
Effective interest rate							7.50%
2028 Convertible Senior Notes \| Capped Call Transactions
Debt Instrument [Line Items]
Payment to counterparties for purchased calls	33,700,000
Common stock subject to adjustment and exercisable upon conversion of initial notes (in shares) \| shares					9,040,869		9,040,869
Cap price of capped transactions (in dollars per share) \| $ / shares								$ 48.00
Cap price as percentage on common stock price per share								100.00%
Closing price of common stock (in dollars per share) \| $ / shares								$ 24.00
Reduction to additional paid premium payments for capped call transactions	33,700,000
Conversion Option One \| 2025 Convertible Senior Notes
Debt Instrument [Line Items]
Notes, threshold trading days \| day					20
Notes, threshold consecutive trading days \| day					30
Notes, threshold percentage of stock price trigger					130.00%
Conversion Option One \| 2028 Convertible Senior Notes
Debt Instrument [Line Items]
Notes, threshold trading days \| day					20
Notes, threshold consecutive trading days \| day					30
Notes, threshold percentage of stock price trigger					130.00%
Conversion Option Two \| 2025 Convertible Senior Notes
Debt Instrument [Line Items]
Notes, threshold trading days \| day					5
Notes, threshold consecutive trading days \| day					5
Notes, threshold percentage of stock price trigger					98.00%
Conversion Option Two \| 2028 Convertible Senior Notes
Debt Instrument [Line Items]
Notes, threshold trading days \| day					5
Notes, threshold consecutive trading days \| day					5
Notes, threshold percentage of stock price trigger					98.00%
Initial Purchasers \| 2025 Convertible Senior Notes
Debt Instrument [Line Items]
Aggregate principal amount		$ 22,500,000		$ 22,500,000		$ 22,500,000
Initial Purchasers \| 2028 Convertible Senior Notes
Debt Instrument [Line Items]
Aggregate principal amount	$ 37,500,000		$ 37,500,000

Cash, Cash Equivalents and Short-term Investments - Summary of Estimated Value of Cash, Cash Equivalents and Short-term Investments (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents, at carrying value	$ 491,648	$ 350,846
Cash and cash equivalents, fair value	491,648	350,846
Short-term investments, amortized cost		4,006
Short-term investments, unrealized gain		11
Short-term investments, unrealized loss		0
Short-term investments, fair value	0	4,017
Corporate Bonds
Cash and Cash Equivalents [Line Items]
Short-term investments, amortized cost		4,006
Short-term investments, unrealized gain		11
Short-term investments, unrealized loss		0
Short-term investments, fair value		4,017
Cash
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents, at carrying value	277,264	150,520
Cash and cash equivalents, fair value	277,264	150,520
Money Market Funds
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents, at carrying value	214,384	200,326
Cash and cash equivalents, fair value	$ 214,384	$ 200,326

Fair Value Measurement - Schedule of Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Assets
Short-term investments	$ 0	$ 4,017
Cash and cash equivalents, fair value	491,648	350,846
Recurring
Assets
Short-term investments		4,017
Recurring \| Corporate Bonds
Assets
Short-term investments		4,017
Recurring \| Money Market Funds
Assets
Cash and cash equivalents, fair value	$ 214,400	200,326
Recurring \| Level 1
Assets
Short-term investments		0
Recurring \| Level 1 \| Corporate Bonds
Assets
Short-term investments		0
Recurring \| Level 2
Assets
Short-term investments		4,017
Recurring \| Level 2 \| Corporate Bonds
Assets
Short-term investments		4,017
Recurring \| Level 3
Assets
Short-term investments		0
Recurring \| Level 3 \| Corporate Bonds
Assets
Short-term investments		$ 0

Leases (Tables)

6 Months Ended

Jun. 30, 2021

Leases [Abstract]

Schedule of Maturities of Operating Lease Liabilities

Maturities of operating lease liabilities by fiscal year for the Company’s operating leases are as follows (in thousands):


Fiscal Year	Amount
Remainder of 2021	$	10,896
2022	27,525
2023	26,154
2024	25,832
2025	26,391
Thereafter	79,126
Total future minimum payments	$	195,924
Less: Imputed interest	(40,895)
Present value of operating lease liabilities	$	155,029

Lessee, Operating Lease not yet Commenced, Undiscounted Lease Payments

As of June 30, 2021, the Company’s estimated undiscounted lease payments for leases that have not yet commenced were as follows (in thousands):


Fiscal Year	Lease payments for leases not yet commenced
Remainder of 2021	$	232
2022	643
2023	668
2024	706
2025	750
Thereafter	2,115
Total undiscounted lease payments expected to be capitalized	$	5,114

Schedule of Supplemental Cash Flow Information Related to Operating Leases

Supplemental cash flow information related to the Company’s operating leases are as follows (in thousands):


	Six Months Ended June 30,
	2021		2020
Operating cash flows used for operating leases	$	13,192	$	4,359
Operating lease assets obtained in exchange for operating lease liabilities	$	33,012	$	16,513

Schedule of Weighted Average Remaining Lease Term and Discount Rate for Operating Leases

The weighted average remaining lease term and discount rate for the Company’s operating leases are as follows:


	June 30, 2021
Weighted average remaining lease term	7.3 years
Weighted average discount rate	6.5	%

Share-based Compensation Plans (Tables)

6 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

Schedule of Total Stock-based Compensation Expense, by Function

Total stock-based compensation expense by function was as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Marketing	$	560	$	335	$	1,296	$	523
Operations and technology	5,550		2,852		10,246		4,330
Selling, general and administrative	6,703		2,942		12,190		4,686
Total	$	12,813	$	6,129	$	23,732	$	9,539

Leases - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Leases [Line Items]
Operating lease costs	$ 7.6	$ 6.2	$ 14.9	$ 12.2
Variable lease costs	$ 1.3	$ 1.0	$ 2.7	$ 1.9
Minimum
Leases [Line Items]
Operating lease term	1 year		1 year
Maximum
Leases [Line Items]
Operating lease term	15 years		15 years

Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the reporting period. Significant items subject to such estimates and assumptions include those related to revenue recognition, including the returns reserve, valuation of inventory, software development costs, incremental borrowing rates related to lease liability, fair value of the liability component of convertible senior notes, valuation of deferred taxes, and other contingencies. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. Net Loss per Share Attributable to Common Stockholders The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method determines net loss per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available or attributable to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s convertible senior notes are participating securities as they give the holders the right to receive dividends if dividends or distributions declared to the common stockholders is equal to or greater than the last reported sale price of the Company’s common stock on the trading day immediately preceding the ex-dividend date for such dividend or distribution as if the instruments had been converted into shares of common stock. No undistributed earnings were allocated to the participating securities as the contingent event is not satisfied as of the reporting date. For periods in which the Company reports net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, because potentially dilutive common shares and assumed conversion of the convertible senior notes are not assumed to have been issued within the calculation, if their effect is anti-dilutive. Revenue Recognition The Company generates revenue from the sale of pre-owned luxury goods through its online marketplace and retail stores. Consignment and Service Revenue The Company provides a service to sell pre-owned luxury goods on behalf of consignors to buyers through its online marketplace and retail stores. The Company retains a percentage of the proceeds received as payment for its consignment service, which the Company refers to as its take rate. 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 remains with the consignor until transferred to the buyer upon purchase of the consigned goods and expiration of the allotted return period. The Company does not take title of consigned goods at any time except in certain cases where returned goods become Company-owned inventory. The Company recognizes consignment revenue 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 recognized net of estimated returns, cancellations, buyer incentives and adjustments. The Company recognizes a returns reserve based on historical experience, which is recorded in other accrued and current liabilities on the condensed balance sheets (see Note 5). Sales tax assessed by governmental authorities is excluded from revenue. Certain transactions provide consignors with a material right resulting from the tiered consignor commission plan. Under this plan, the amount an individual consignor receives for future sales of consigned goods may be dependent on previous consignment sales for that consignor within his/her consignment period. Accordingly, in certain consignment transactions, a small portion of the Company’s consignment revenue is allocated to such material right using the portfolio method and recorded as deferred revenue, which is recorded in other accrued and current liabilities on the condensed balance sheets. The impact of the deferral has not been material to the financial statements. The Company charges shipping fees to buyers and has elected to treat shipping and handling activities performed after control transfers to the buyer as fulfillment activities. All outbound shipping and handling costs are accounted for as fulfillment costs in cost of consignment and service revenue at the time revenue is recognized. The Company also generates subscription revenue from monthly memberships allowing buyers early access to shop for luxury goods. The buyers receive the early access and other benefits over the term of the subscription period, which represents a single stand-ready performance obligation. Therefore, the subscription fees paid by the buyer are recognized over the monthly subscription period. Subscription revenue was not material in the three and six months ended June 30, 2021 and 2020. Direct Revenue The Company generates direct revenue from the sale of Company-owned inventory. The Company recognizes direct revenue on a gross basis upon shipment of the purchased good to the buyer as the Company acts as the principal in the transaction. Direct revenue is recognized net of estimated returns, buyer incentives and adjustments. Sales tax assessed by governmental authorities is excluded from revenue. Cost of direct revenue is also recognized upon shipment to the buyer in an amount equal to that paid to the consignor from the original consignment sale, an amount equal to that paid as a direct purchase from a third party, or the lower of cost of the inventory purchased and its net realizable value. Incentives Incentives, which include platform-wide discounts and buyer incentives, may periodically be offered to buyers. Platform-wide discounts are made available to all buyers on the online marketplace. Buyer incentives apply to specific buyers and consist of coupons or promotions that offer credits in connection with purchases on the Company’s platform, and do not impact the commissions paid to consignors. These are treated as a reduction of consignment and service revenue and direct revenue. Additionally, the Company periodically offers commission exceptions to consignors to optimize its supply. These are treated as reduction of consignment and service revenue, and are reflected in the Company’s take rate. The Company may offer a certain type of buyer incentive in the form of site credits to buyers on current transactions to be applied towards future transactions, which are included in other accrued and current liabilities on the balance sheets. Contract Liabilities The Company’s contractual liabilities consist of deferred revenue for material rights primarily related to the tiered consignor commission plan, which are recognized as revenue using a portfolio approach based on the pattern of exercise, and certain unredeemed site credits, which were immaterial as of June 30, 2021 and December 31, 2020. Contract liabilities are recorded in other accrued and current liabilities on the balance sheets and are generally expected to be recognized within one year. Contract liabilities were immaterial as of June 30, 2021 and December 31, 2020. Cost of Revenue Cost of consignment and service revenue consist of shipping costs, credit card fees, packaging, customer service personnel-related costs, website hosting services, and consignor inventory adjustments relating to lost or damaged products. Cost of direct revenue consists of the cost of goods sold, credit card fees, packaging, customer service personnel-related costs, website hosting services, and inventory adjustments. Stock-based Compensation Stock-based compensation expense related to employees and nonemployees is measured based on the grant-date fair value of the awards. Compensation expense is recognized in the statements of operations over the period during which the employee is required to perform services in exchange for the award (the vesting period of the applicable award) using the straight-line method. The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model and accounts for forfeitures as they occur. The fair value of restricted stock units (“RSUs”) is estimated based on the fair market value of the Company’s common stock on the date of grant, which is determined based on the closing price of the Company’s common stock. The fair value of each purchase under the employee stock purchase plan (ESPP) is estimated at the beginning of the offering period using the Black-Scholes option pricing model. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. Cash equivalents primarily consist of investments in short-term money market funds and amounts invested in U.S. treasury securities. Short-term Investments The Company has classified and accounted for its short-term investments as available-for-sale which are carried at fair value on its condensed balance sheets. Available-for-sale securities with remaining maturities of 12 months or less are classified as short term and available-for-sale securities with remaining maturities greater than 12 months are classified as long term. Available-for-sale investments are reported at fair value based on quoted market prices and other observable market data. The Company records any unrealized gains and losses within accumulated other comprehensive income (loss) as a component of stockholders’ equity, of which there were none as of June 30, 2021 and December 31, 2020. The Company evaluates its short-term investments periodically for possible impairment. If the Company determines that an investment with an amortized cost basis in excess of estimated fair value is caused by expected credit losses, the expected credit loss on the investment is recognized in Other income (expense), net. As of June 30, 2021 and December 31, 2020, the Company had not recorded any impairments due to credit loss. Inventory Inventory consists of finished goods arising from goods returned after the title has transferred from the buyer to the Company as well as finished goods from direct purchases from vendors and consignors. The cost of inventory is an amount equal to that paid to the consignor or vendors. Inventory is valued at the lower of cost or net realizable value using the specific identification method and the Company records provisions, as appropriate, to write down obsolete and excess inventory to estimated net realizable value. After the inventory value is reduced, adjustments are not made to increase it from the estimated net realizable value. Our provisions to write down obsolete and excess inventory to net realizable value were not material for the six months ended June 30, 2021 and 2020. Return reserves, which reduce revenue and cost of sales, are estimated using historical experience. Liabilities for return allowances are included in other accrued and current liabilities on the condensed balance sheets and were $15.3 million and $18.3 million as of June 30, 2021 and December 31, 2020, respectively. Included in inventory on the Company’s condensed balance sheets are assets totaling $4.2 million and $7.4 million as of June 30, 2021 and December 31, 2020, respectively, for the rights to recover products from customers associated with its liabilities for return reserves. Software Development Costs Proprietary software includes the costs of developing the Company’s internal proprietary business platform and automation projects. 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: (1) the preliminary project stage is completed and (2) it is probable that the software will be completed and used for its intended function. Such costs are capitalized in the period incurred. Capitalization ceases and amortization begins 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. Leases Contracts that have been determined to convey the right to use an identified asset are evaluated for classification as an operating or finance lease. For the Company’s operating leases, the Company records a lease liability based on the present value of the lease payments at lease inception, using the applicable incremental borrowing rate. The Company estimates the incremental borrowing rate by developing its own synthetic credit rating, corresponding yield curve, and the terms of each lease at the lease commencement date. The corresponding right-of-use asset is recorded based on the corresponding lease liability at lease inception, adjusted for payments made to the lessor at or before the commencement date, initial direct costs incurred and any tenant incentives allowed for under the lease. The Company does not include optional renewal terms or early termination provisions unless the Company is reasonably certain such options would be exercised at the inception of the lease. Operating lease right-of-use assets, current portion of operating lease liabilities, and operating lease liabilities, net of current portion are included on the Company’s condensed balance sheets. The Company has elected the practical expedients that allows for the combination of lease components and non-lease components and to record short-term leases as lease expense on a straight-line basis on the condensed statements of operations. Variable lease payments are recorded as expense as they are incurred. The Company has finance leases for vehicles and equipment, and the amounts of finance lease right-of-use assets and finance lease liabilities have been immaterial to date. Convertible Senior Notes, net Convertible debt instruments that may be settled in cash or other assets, or partially in cash, upon conversion, are separately accounted for as long-term debt and equity components (or conversion feature). The debt component represents the Company’s contractual obligation to pay principal and interest and the equity component represents the Company’s option to convert the debt security into equity of the Company or the equivalent amount of cash. Upon issuance, the Company allocated the debt component on the basis of the estimated fair value of a similar liability that does not have an associated convertible feature and the remaining proceeds are allocated to the equity component. The bifurcation of the debt and equity components resulted in a debt discount for the aforementioned notes. The Company uses the effective interest method to amortize the debt discount to interest expense over the amortization period which is the expected life of the debt. Capped Call Transactions In June 2020 and March 2021, in connection with the issuance of its convertible senior notes, the Company entered into Capped Call Transactions (see Note 7). The Capped Call Transactions are expected generally to reduce the potential dilution to the holders of the Company’s common stock upon any conversion of the convertible senior notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted convertible senior notes, with such reduction and/or offset subject to a cap based on the cap price. The capped calls are classified in stockholders’ equity as a reduction to additional paid-in capital and are not subsequently remeasured as long as the conditions for equity classification continue to be met. Debt Issuance Costs Debt issuance costs are amortized to interest expense over the estimated life of the related debt based on the effective interest method. The Company presents debt issuance costs on the condensed balance sheets as a direct deduction from the associated debt. A portion of debt issuance costs incurred in connection with the convertible senior notes issued in June 2020 and March 2021 was related to the equity component and was recorded as a reduction to additional paid in capital and is not amortized to interest expense over the estimated life of the related debt. Concentrations of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, accounts receivable, and investments. At times, such amount may exceed federally-insured limits. The Company reduces credit risk by placing its cash and cash equivalents, and investments with major financial institutions within the United States. As of June 30, 2021 and December 31, 2020, there were no customers that represented 10% or more of the Company’s accounts receivable balance and there were no customers that individually exceeded 10% of the Company’s total revenue for each of the six months ended June 30, 2021 and 2020. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-6, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments. Under this ASU, the embedded conversion features will no longer be separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. ASU 2020-6 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The ASU will be effective for annual reporting periods beginning after December 15, 2021 and early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements. It is expected that upon adoption, the Company’s Convertible Senior Notes, as discussed in Note 7, will no longer be bifurcated into an equity and a debt component, but rather accounted for as a single liability.

Debt (Details) - Revolving Credit - USD ($)	1 Months Ended
Debt (Details) - Revolving Credit - USD ($)	Apr. 30, 2021	Jun. 30, 2021
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	$ 50,000,000
Line of credit facility, variable annual rate	0.50%
Notes interest rate		4.25%
Balance drawn on line of credit		$ 0

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Fair Value Measurement - Additional Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value	$ 491,648	$ 350,846
2025 Convertible Senior Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Principal	172,500
Debt instrument, convertible, if-converted value in excess of principal	19,300
2028 Convertible Senior Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Principal	287,500
Recurring \| Money Market Funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value	$ 214,400	$ 200,326

Condensed Statements of Cash Flows - USD ($)	6 Months Ended
Condensed Statements of Cash Flows - USD ($)	Jun. 30, 2021	Jun. 30, 2020
Cash flows from operating activities:
Net loss	$ (126,716,000)	$ (81,493,000)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	11,806,000	8,756,000
Stock-based compensation expense	23,732,000	9,539,000
Reduction of operating lease right-of-use assets	9,788,000	8,059,000
Bad debt expense	482,000	474,000
Accrued interest on convertible notes	894,000	0
Accretion of debt discounts and issuance costs	5,803,000	169,000
Other adjustments	46,000	(224,000)
Changes in operating assets and liabilities:
Accounts receivable, net	923,000	993,000
Inventory	(16,757,000)	3,203,000
Prepaid expenses and other current assets	(633,000)	(1,321,000)
Other assets	(766,000)	(394,000)
Operating lease liability	(8,066,000)	(4,842,000)
Accounts payable	(1,873,000)	(5,529,000)
Accrued consignor payable	(2,018,000)	(17,937,000)
Other accrued and current liabilities	14,621,000	(5,624,000)
Other noncurrent liabilities	418,000	(410,000)
Net cash used in operating activities	(88,316,000)	(86,581,000)
Cash flow from investing activities:
Purchases of short-term investments	0	(73,280,000)
Proceeds from maturities of short-term investments	4,000,000	176,802,000
Capitalized proprietary software development costs	(4,821,000)	(3,779,000)
Purchases of property and equipment	(20,642,000)	(10,861,000)
Net cash provided by (used in) investing activities	(21,463,000)	88,882,000
Cash flow from financing activities:
Proceeds from exercise of stock options	4,759,000	4,354,000
Proceeds from issuance of Employee Stock Purchase Program	1,092,000	0
Taxes paid related to restricted stock vesting	0	(521,000)
Net cash provided by financing activities	250,581,000	147,601,000
Net increase in cash and cash equivalents	140,802,000	149,902,000
Cash and cash equivalents
Beginning of period	350,846,000	154,446,000
End of period	491,648,000	304,348,000
Supplemental disclosures of cash flow information
Cash paid for interest	2,600,000	5,000
Cash paid for income taxes	82,000	0
Supplemental disclosures of non-cash investing and financing activities
Property and equipment additions not yet paid in cash	2,552,000	648,000
Capitalized proprietary software development costs additions not yet paid in cash	610,000	632,000
Issuance costs associated with issuance of 2025 and 2028 convertible senior notes included in other accrued and current liabilities	630,000	505,000
Stock-based compensation capitalized to proprietary software development costs	765,000	0
Tax withholding liability for restricted stock	0	83,000
2025 Convertible Senior Notes
Cash flow from financing activities:
Proceeds from issuance of convertible senior notes, net of issuance costs	0	166,314,000
Purchase of capped calls in conjunction with the issuance of convertible senior notes	0	(22,546,000)
2028 Convertible Senior Notes
Cash flow from financing activities:
Proceeds from issuance of convertible senior notes, net of issuance costs	278,396,000	0
Purchase of capped calls in conjunction with the issuance of convertible senior notes	$ (33,666,000)	$ 0

Commitments and Contingencies - Additional Information (Details)				1 Months Ended	3 Months Ended			4 Months Ended	6 Months Ended
	Jul. 27, 2021 USD ($)	Jul. 01, 2021	Apr. 05, 2021	Jan. 31, 2018 USD ($) Installment	Jun. 30, 2021 USD ($)	Dec. 07, 2020 lawsuit	Jun. 30, 2020 USD ($)	Jan. 10, 2020 lawsuit	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Dec. 31, 2020 USD ($)
Other Commitments [Line Items]
Annual installment									$ 500,000
Stay of proceedings, duration			3 months
Number of lawsuits filed \| lawsuit								3
Number of lawsuits consolidated \| lawsuit						2
Legal settlement					$ 11,000,000		$ 0		11,288,000	$ 1,110,000
Subsequent Event
Other Commitments [Line Items]
Stay of proceedings, duration		3 months
Litigation settlement, amount awarded to other party	$ 11,000,000.0
Payment period for amount awarded to other party	30 days
Other Accrued and Current Liabilities
Other Commitments [Line Items]
Outstanding liability					$ 0				$ 0		$ 500,000
Selling, General and Administrative
Other Commitments [Line Items]
Estimated fair value of grant expense				$ 1,700,000
Fair value of grant, discount rate				10.00%
Endowment Agreement
Other Commitments [Line Items]
Donation fund				$ 2,000,000.0
Number of annual installments \| Installment				4
Annual installment payment of donation fund				$ 500,000

Debt	6 Months Ended
Debt	Jun. 30, 2021
Debt Disclosure [Abstract]
Debt	Debt Revolving Credit Agreement In April 2021, the Company entered into a loan and security agreement ("Revolving Credit Agreement") with a lender, to provide a revolving line of credit of up to $50 million. Advances on the line of credit bear interest payable monthly at a variable annual rate equal to the greater of the prime rate plus 0.50% or 4.25%. The credit facility expires in April 2023. The Revolving Credit Agreement contains affirmative, negative and financial covenants, including covenants that require maintaining minimum cash and investment balances over specified periods of time and covenants that restrict, among other things, the Company’s ability to change its name, business, management, ownership or business locations, enter into mergers or acquisitions or incur additional indebtedness. As of June 30, 2021 (unaudited), the Company was in compliance with all covenants. As of June 30, 2021, $0 had been drawn on the Revolving Credit Agreement.

Leases - Schedule of Maturities of Operating Lease Liabilities (Details) $ in Thousands	Jun. 30, 2021 USD ($)
Leases [Abstract]
Remainder of 2021	$ 10,896
2022	27,525
2023	26,154
2024	25,832
2025	26,391
Thereafter	79,126
Total future minimum payments	195,924
Less: Imputed interest	(40,895)
Present value of operating lease liabilities	$ 155,029

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The quarterly income tax provision reflects an estimate of the corresponding quarter’s state taxes in the United States. The Company has reviewed all positive and negative evidence associated with the realizability of its deferred tax assets, and continues to maintain a full valuation allowance as of June 30, 2021. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act (the “Act”) was signed into law. The Act provides various forms of income tax relief to companies including additional carryback opportunities for net operating losses (NOLs), and the potential offset of 100% of taxable income with NOLs (as opposed to only 80% before the Act’s enactment). The Act also temporarily increases the interest deductibility threshold from 30% to 50% of adjusted taxable income. Further, some companies can immediately expense qualified improvement property, instead of depreciating those costs over 39 years, for income tax purposes. Additionally, if improvement property is capitalized, the life to be used for amortization has been reduced from 39 years to 15 years. Given the Company’s tax attributes, specifically large net operating loss carryforwards, the Act and related provisions do not create immediate material tax relief. However, the Company continues to monitor the various tax provisions.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Condensed Balance Sheet Components - Schedule of Other Accrued and Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Accrued compensation	$ 17,486	$ 13,406
Returns reserve	15,282	18,327
Accrued legal settlement	11,000	0
Accrued marketing and outside services	10,303	10,790
Site credit liability	6,888	5,475
Accrued sales tax and other taxes	7,150	6,870
Deferred revenue	2,017	1,617
Accrued interest	1,110	216
Other	5,433	5,161
Other accrued and current liabilities	$ 76,669	$ 61,862

Convertible Senior Notes, Net (Tables)

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Schedule of Net Carrying Amount of Notes

The net carrying amount of the liability component of the 2025 Notes was as follows:


	June 30, 2021		December 31, 2020
Principal	$	172,500	$	172,500
Unamortized debt discount	(16,176)		(17,945)
Unamortized debt issuance costs	(4,835)		(5,367)
Net carrying amount	$	151,489	$	149,188

The net carrying amount of the equity component of the 2025 Notes was as follows:


	June 30, 2021
Proceeds allocated to the conversion options (debt discount)	$	19,787
Issuance costs	(767)
Net carrying amount	$	19,020

The net carrying amount of the liability component of the 2028 Notes was as follows:


	June 30, 2021
Principal	$	287,500
Unamortized debt discount	(92,868)
Unamortized debt issuance costs	(5,927)
Net carrying amount	$	188,705

The net carrying amount of the equity component of the 2028 Notes was as follows:


	June 30, 2021
Proceeds allocated to the conversion options (debt discount)	$	96,162
Issuance costs	(3,131)
Net carrying amount	$	93,031

Amounts Recorded in Interest Expense Related to Notes

The following table sets forth the amounts recorded in interest expense related to the 2025 Notes:


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Contractual interest expense	$	1,294	$	203	$	2,587	$	203
Amortization of debt discount	897		130		1,769		130
Amortization of debt issuance costs	270		39		533		39
Total interest and amortization expense	$	2,461	$	372	$	4,889	$	372

The following table sets forth the amounts recorded in interest expense related to the 2028 Notes for the three and six months ended June 30, 2021:


	Three Months Ended June 30, 2021		Six Months Ended June 30, 2021
Contractual interest expense	$	719	$	894
Amortization of debt discount	2,654		3,294
Amortization of debt issuance costs	167		208
Total interest and amortization expense	$	3,540	$	4,396

Schedule of Future Minimum Payments Under Notes

Future minimum payments under the 2025 Notes as of June 30, 2021, are as follows:


Fiscal Year	Amount
Remainder of 2021	$	2,587
2022	5,175
2023	5,175
2024	5,175
2025	175,088
Total future payments	193,200
Less amounts representing interest	(20,700)
Total principal amount	$	172,500

Future minimum payments under the 2028 Notes as of June 30, 2021, are as follows:


Fiscal Year	Amount
Remainder of 2021	$	1,382
2022	2,875
2023	2,875
2024	2,875
2025	2,875
2026	2,875
2027	2,875
2028	288,937
Total future payments	307,569
Less amounts representing interest	(20,069)
Total principal amount	$	287,500

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=119993939&loc=d3e28541-108399

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=119993939&loc=d3e28551-108399

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Fair Value Measurements - Schedule of Carrying Amounts and Estimated Fair Values (Details) $ in Millions	Jun. 30, 2021 USD ($)
Net Carrying Amount \| 2025 Convertible Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Net Carrying Amount	$ 151.5
Net Carrying Amount \| 2028 Convertible Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Net Carrying Amount	188.7
Estimated Fair Value \| 2025 Convertible Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Estimated Fair Value	186.8
Estimated Fair Value \| 2028 Convertible Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Estimated Fair Value	$ 290.1

Net Loss Per Share Attributable to Common Stockholders (Tables)

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Schedule of Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Loss Per Share

A reconciliation of the numerator and denominator used in the calculation of the basic and diluted net loss per share attributable to common stockholders is as follows (in thousands, except share and per share data):


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Numerator
Net loss attributable to common stockholders	$	(70,723)	$	(42,990)	$	(126,716)	$	(81,493)
Denominator
Weighted-average common shares outstanding used to calculate net loss per share attributable to common stockholders, basic and diluted	91,062,220		87,064,384		90,555,963		86,826,590
Net loss per share attributable to common stockholders, basic and diluted	$	(0.78)	$	(0.49)	$	(1.40)	$	(0.94)

Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss Per Share

The following securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis):


	June 30,
	2021	2020
Options to purchase common stock	4,523,649	7,164,423
Restricted stock units	6,603,189	4,710,775
Estimated shares issuable under the Employee Stock Purchase Plan	137,275	98,536
Assumed conversion of the Convertible Senior Notes	18,746,323	9,705,454
Total	30,010,436	21,679,188

Net Loss Per Share Attributable to Common Stockholders

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Net Loss Per Share Attributable to Common Stockholders

Note 12. Net Loss Per Share Attributable to Common Stockholders


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Numerator
Net loss attributable to common stockholders	$	(70,723)	$	(42,990)	$	(126,716)	$	(81,493)
Denominator
Weighted-average common shares outstanding used to calculate net loss per share attributable to common stockholders, basic and diluted	91,062,220		87,064,384		90,555,963		86,826,590
Net loss per share attributable to common stockholders, basic and diluted	$	(0.78)	$	(0.49)	$	(1.40)	$	(0.94)


	June 30,
	2021	2020
Options to purchase common stock	4,523,649	7,164,423
Restricted stock units	6,603,189	4,710,775
Estimated shares issuable under the Employee Stock Purchase Plan	137,275	98,536
Assumed conversion of the Convertible Senior Notes	18,746,323	9,705,454
Total	30,010,436	21,679,188

The Convertible Senior Notes issued in June 2020 and in March 2021 are convertible, based on the applicable conversion rate, into cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. The impact of the assumed conversion to diluted net loss per share is computed on an as-converted basis.

Condensed Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Condensed Statements of Operations - USD ($) $ in Thousands	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenue:
Total revenue	$ 104,912	$ 57,291	$ 203,729	$ 135,320
Cost of revenue:
Total cost of revenue	41,499	21,620	81,978	50,663
Gross profit	63,413	35,671	121,751	84,657
Operating expenses:
Marketing	13,109	9,639	28,670	22,561
Operations and technology	59,837	36,543	111,771	77,280
Selling, general and administrative	44,264	32,559	87,592	66,553
Legal settlement	11,000	0	11,288	1,110
Total operating expenses	128,210	78,741	239,321	167,504
Loss from operations	(64,797)	(43,070)	(117,570)	(82,847)
Interest income	107	616	194	1,902
Interest expense	(6,006)	(384)	(9,302)	(404)
Other income (expense), net	0	(97)	17	(89)
Loss before provision for income taxes	(70,696)	(42,935)	(126,661)	(81,438)
Provision (benefit) for income taxes	27	55	55	55
Net loss attributable to common stockholders	$ (70,723)	$ (42,990)	$ (126,716)	$ (81,493)
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (0.78)	$ (0.49)	$ (1.40)	$ (0.94)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (0.78)	$ (0.49)	$ (1.40)	$ (0.94)
Shares used to compute net loss per share attributable to common stockholders, basic (in shares)	91,062,220	87,064,384	90,555,963	86,826,590
Weighted-average common shares outstanding used to calculate net loss per share attributable to common stockholders, diluted (in shares)	91,062,220	87,064,384	90,555,963	86,826,590
Consignment and service revenue
Revenue:
Total revenue	$ 82,452	$ 46,768	$ 157,534	$ 111,854
Cost of revenue:
Total cost of revenue	21,524	12,860	41,638	30,949
Direct revenue
Revenue:
Total revenue	22,460	10,523	46,195	23,466
Cost of revenue:
Total cost of revenue	$ 19,975	$ 8,760	$ 40,340	$ 19,714

Share-based Compensation Plans - Schedule of Total Stock-based Compensation Expense by Function (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 12,813	$ 6,129	$ 23,732	$ 9,539
Marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	560	335	1,296	523
Operations and Technology
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	5,550	2,852	10,246	4,330
Selling, General and Administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 6,703	$ 2,942	$ 12,190	$ 4,686

Convertible Senior Notes, Net - Amounts Recorded in Interest Expense Related to Notes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
2025 Convertible Senior Notes
Debt Disclosure [Line Items]
Contractual interest expense	$ 1,294	$ 203	$ 2,587	$ 203
Amortization of debt discount	897	130	1,769	130
Amortization of debt issuance costs	270	39	533	39
Total interest and amortization expense	2,461	$ 372	4,889	$ 372
2028 Convertible Senior Notes
Debt Disclosure [Line Items]
Contractual interest expense	719		894
Amortization of debt discount	2,654		3,294
Amortization of debt issuance costs	167		208
Total interest and amortization expense	$ 3,540		$ 4,396

Condensed Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 491,648	$ 350,846
Short-term investments	0	4,017
Accounts receivable, net	5,808	7,213
Inventory	59,078	42,321
Prepaid expenses and other current assets	17,634	17,072
Total current assets	574,168	421,469
Property and equipment, net	78,157	63,454
Operating lease right-of-use assets	141,360	118,136
Other assets	2,816	2,050
Total assets	796,501	605,109
Current liabilities
Accounts payable	13,533	14,346
Accrued consignor payable	55,035	57,053
Operating lease liabilities, current portion	15,610	14,999
Other accrued and current liabilities	76,669	61,862
Total current liabilities	160,847	148,260
Operating lease liabilities, net of current portion	139,419	115,084
Convertible senior notes, net	340,194	149,188
Other noncurrent liabilities	1,762	1,284
Total liabilities	642,222	413,816
Commitments and contingencies (Note 10)
Stockholders’ equity:
Common stock, $0.00001 par value; 500,000,000 shares authorized as of June 30, 2021 and December 31, 2020; 91,459,505 and 89,301,664 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively	1	1
Additional paid-in capital	813,015	723,302
Accumulated other comprehensive income	0	11
Accumulated deficit	(658,737)	(532,021)
Total stockholders’ equity	154,279	191,293
Total liabilities and stockholders’ equity	$ 796,501	$ 605,109

Convertible Senior Notes, Net - Schedule of Net Carrying Amount of Liability Component of Notes (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
2025 Convertible Senior Notes as Liability Component
Debt Disclosure [Line Items]
Principal	$ 172,500	$ 172,500
Unamortized debt discount	(16,176)	(17,945)
Unamortized debt issuance costs	(4,835)	(5,367)
Net carrying amount	151,489	$ 149,188
2028 Convertible Senior Notes as Liability Component
Debt Disclosure [Line Items]
Principal	287,500
Unamortized debt discount	(92,868)
Unamortized debt issuance costs	(5,927)
Net carrying amount	$ 188,705

Condensed Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (70,723)	$ (42,990)	$ (126,716)	$ (81,493)
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on investments	0	80	(11)	394
Comprehensive loss	$ (70,723)	$ (42,910)	$ (126,727)	$ (81,099)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Leases - Schedule of Estimated Undiscounted Lease Payments for Leases (Details) $ in Thousands	Jun. 30, 2021 USD ($)
Leases [Abstract]
Remainder of 2021	$ 232
2022	643
2023	668
2024	706
2025	750
Thereafter	2,115
Total undiscounted lease payments expected to be capitalized	$ 5,114

Convertible Senior Notes, Net

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Convertible Senior Notes, Net

2025 Convertible Senior Notes

In June 2020, the Company issued an aggregate principal of $172.5 million of its 3.00% Convertible Senior Notes due 2025 (2025 Notes), pursuant to an indenture between the Company and U.S. Bank National Association, as trustee, in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The 2025 Notes include $22.5 million in aggregate principal amount of the 2025 Notes sold to the initial purchasers resulting from the exercise in full of their option to purchase additional Notes. The 2025 Notes will mature on June 15, 2025, unless earlier redeemed or repurchased by the Company or converted.

The Company received net proceeds from the 2025 Notes offering of approximately $165.8 million, after deducting the initial purchasers’ discount and commission and offering expenses. The Company used approximately $22.5 million of the net proceeds from the 2025 Notes offering to fund the net cost of entering into the capped call transactions described below. The Company intends to use the remainder of the net proceeds for general corporate purposes.

The 2025 Notes accrue interest at a rate of 3.00% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2020. The initial conversion rate applicable to the 2025 Notes is 56.2635 shares of common stock per $1,000 principal amount of 2025 Notes (which is equivalent to an initial conversion price of approximately $17.77 per share of the Company’s common stock). The conversion rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. In addition, upon the occurrence of a corporate event, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its 2025 Notes in connection with such corporate event.

The 2025 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after June 20, 2023 if the last reported sale price per share of the Company’s common stock exceeds 130% of the

conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately before the date the Company sends the related redemption notice. In addition, calling any Note for redemption will constitute a make-whole fundamental change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.

Prior to March 15, 2025, the 2025 Notes will be convertible only under the following circumstances:

•During any calendar quarter (and only during such calendar quarter) beginning after September 30, 2020, if, the last reported sale price per share of the Company’s common stock exceeds 130% of the applicable conversion price on each applicable trading day for at least 20 trading days (whether or not consecutive) in the period of the 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter;

•During the five business day period after any five consecutive trading day period in which, for each day of that period, the trading price per $1,000 principal amount of Notes for such trading day was less than 98% of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on such trading day;

•Upon the occurrence of specified corporate transactions; or

•If the Company calls any notes for redemption.

On and after March 15, 2025, until the close of business on the scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their 2025 Notes, in multiples of $1,000 principal amount, at any time, regardless of the foregoing circumstances. Upon conversion, the 2025 Notes will be settled, at the Company’s election, in cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock. It is the Company’s current intent to settle conversions of the 2025 Notes through combination settlement, which involves repayment of the principal portion in cash and any excess of the conversion value over the principal amount in shares of its common stock. The conditions allowing holders of the 2025 Notes to convert were not met as of June 30, 2021.

The 2025 Notes are unsecured and unsubordinated obligations of the Company and will rank senior in right of payment to any of future indebtedness of the Company that is expressly subordinated in right of payment to the 2025 Notes; rank equal in right of payment to any existing and future unsecured indebtedness of the Company that is not so subordinated; be effectively subordinated in right of payment to any secured indebtedness of the Company to the extent of the value of the assets securing such indebtedness; and be structurally subordinated to all existing and future indebtedness and other liabilities and obligations incurred by future subsidiaries of the Company.

If bankruptcy, insolvency, or reorganization occurs with respect to the Company (and not solely with respect to a significant subsidiary of the Company), then the principal amount of, and all accrued and unpaid interest on, all of the 2025 Notes then outstanding will immediately become due and payable without any further action or notice by any person. If an event of default (other than bankruptcy, insolvency, or reorganization with respect to the Company and not solely with respect to a significant subsidiary of the Company) occurs and is continuing, then, with the exception of certain reporting events of default, the trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of notes then outstanding, by notice to us and the trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the 2025 Notes then outstanding to become due and payable immediately.

In accounting for the issuance of the 2025 Notes, the Company separately accounted for the liability and equity components of the 2025 Notes by allocating the proceeds between the liability component and the embedded conversion options, or equity component, due to Company’s ability to settle the 2025 Notes in cash, its common stock, or a combination of cash and common stock at Company’s option. The allocation was done by first estimating the fair value of the liability component and the residual value was assigned to the equity component. The value of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature using a discounted cash flow approach to derive the value of a debt instrument using the expected cash flows and the estimated yield related to the convertible notes. The interest rate of 5.67% was used to compute the initial fair value of the liability component of $152.7 million, with a corresponding amount recorded as a discount on the initial issuance of the 2025 Notes of approximately $19.8 million. The debt discount was recorded to equity and is being amortized to the debt liability over the life of the Notes using the effective interest method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification.

The net carrying amount of the liability component of the 2025 Notes was as follows:


	June 30, 2021		December 31, 2020
Principal	$	172,500	$	172,500
Unamortized debt discount	(16,176)		(17,945)
Unamortized debt issuance costs	(4,835)		(5,367)
Net carrying amount	$	151,489	$	149,188

The net carrying amount of the equity component of the 2025 Notes was as follows:


	June 30, 2021
Proceeds allocated to the conversion options (debt discount)	$	19,787
Issuance costs	(767)
Net carrying amount	$	19,020

In connection with the issuance of the 2025 Notes, the Company incurred approximately $6.7 million of debt issuance costs, which primarily consisted of initial purchasers’ discounts and legal and other professional fees. The Company allocated these costs to the liability and equity components based on the allocation of the proceeds. The portion of these costs allocated to the equity component totaling approximately $0.8 million was recorded as a reduction to additional paid-in capital. The portion of these costs initially allocated to the liability component totaling approximately $5.9 million was recorded as a reduction in the carrying value of the debt on the condensed balance sheets and is amortized to interest expense using the effective interest method over the expected life of the 2025 Notes or approximately its five-year term. The effective interest rate on the liability component of the 2025 Notes for the period from the date of issuance through June 30, 2021 was 6.4%.

The following table sets forth the amounts recorded in interest expense related to the 2025 Notes:


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Contractual interest expense	$	1,294	$	203	$	2,587	$	203
Amortization of debt discount	897		130		1,769		130
Amortization of debt issuance costs	270		39		533		39
Total interest and amortization expense	$	2,461	$	372	$	4,889	$	372

Future minimum payments under the 2025 Notes as of June 30, 2021, are as follows:


Fiscal Year	Amount
Remainder of 2021	$	2,587
2022	5,175
2023	5,175
2024	5,175
2025	175,088
Total future payments	193,200
Less amounts representing interest	(20,700)
Total principal amount	$	172,500

2028 Convertible Senior Notes

In March 2021, the Company issued an aggregate principal of $287.5 million of its 1.00% Convertible Senior Notes due 2028, pursuant to an indenture between the Company and U.S. Bank National Association, as trustee, in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The 2028 Notes issued in the Note Offering include $37.5 million in aggregate principal amount of the 2028 Notes sold to the initial purchasers resulting from the exercise in full of their option to purchase additional Notes. The 2028 Notes will mature on March 1, 2028, unless earlier redeemed or repurchased by the Company or converted.

The Company received net proceeds from the 2028 Notes offering of approximately $278.1 million, after deducting the initial purchasers’ discount and commission and offering expenses. The Company used approximately $33.7 million of the net proceeds from the 2028 Notes offering to fund the net cost of entering into the capped call transactions described below. The Company intends to use the remainder of the net proceeds for general corporate purposes.

The 2028 Notes accrue interest at a rate of 1.00% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2021. The initial conversion rate applicable to the 2028 Notes is 31.4465 shares of common stock per $1,000 principal amount of 2028 Notes (which is equivalent to an initial conversion price of approximately $31.80 per share of the Company’s common stock). The conversion rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. In addition, upon the occurrence of a corporate event, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its 2028 Notes in connection with such corporate event.

The 2028 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after March 5, 2025 if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately before the date the Company sends the related redemption notice. In addition, calling any Note for redemption will constitute a make-whole fundamental change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.

Prior to December 1, 2027, the 2028 Notes will be convertible only under the following circumstances:

•During any calendar quarter (and only during such calendar quarter) beginning after June 30, 2021, if, the last reported sale price per share of the Company’s common stock exceeds 130% of the applicable conversion price on each applicable trading day for at least 20 trading days (whether or not consecutive) in the period of the 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter;

•Upon the occurrence of specified corporate transactions; or

•If the Company calls any notes for redemption.

On and after December 1, 2027, until the close of business on the scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their 2028 Notes, in multiples of $1,000 principal amount, at any time, regardless of the foregoing circumstances. Upon conversion, the 2028 Notes will be settled, at the Company’s election, in cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock. It is the Company’s current intent to settle conversions of the 2028 Notes through combination settlement, which involves repayment of the principal portion in cash and any excess of the conversion value over the principal amount in shares of its common stock. The conditions allowing holders of the 2028 Notes to convert were not met as of June 30, 2021.

The 2028 Notes are unsecured and unsubordinated obligations of the Company and will rank senior in right of payment to any of future indebtedness of the Company that is expressly subordinated in right of payment to the 2028 Notes; rank equal in right of payment to any existing and future unsecured indebtedness of the Company that is not so subordinated; be effectively subordinated in right of payment to any secured indebtedness of the Company to the extent of the value of the assets securing such indebtedness; and be structurally subordinated to all existing and future indebtedness and other liabilities and obligations incurred by future subsidiaries of the Company.

If bankruptcy, insolvency, or reorganization occurs with respect to the Company (and not solely with respect to a significant subsidiary of the Company), then the principal amount of, and all accrued and unpaid interest on, all of the 2028 Notes then outstanding will immediately become due and payable without any further action or notice by any person. If an event of default (other than bankruptcy, insolvency, or reorganization with respect to the Company and not solely with respect to a significant subsidiary of the Company) occurs and is continuing, then, with the exception of certain reporting events of default, the trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of notes then

outstanding, by notice to us and the trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the 2028 Notes then outstanding to become due and payable immediately.

In accounting for the issuance of the 2028 Notes, the Company separately accounted for the liability and equity components of the 2028 Notes by allocating the proceeds between the liability component and the embedded conversion options, or equity component, due to Company’s ability to settle the 2028 Notes in cash, its common stock, or a combination of cash and common stock at Company’s option. The allocation was done by first estimating the fair value of the liability component and the residual value was assigned to the equity component. The value of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The allocation was performed in a manner that reflected the Company’s non-convertible debt borrowing rate for similar debt. The interest rate of 7.18% was used to compute the initial fair value of the liability component of $191.3 million, with a corresponding amount recorded as a discount on the initial issuance of the 2028 Notes of approximately $96.2 million. The equity component is not remeasured as long as it continues to meet the conditions for equity classification.

The net carrying amount of the liability component of the 2028 Notes was as follows:


	June 30, 2021
Principal	$	287,500
Unamortized debt discount	(92,868)
Unamortized debt issuance costs	(5,927)
Net carrying amount	$	188,705

The net carrying amount of the equity component of the 2028 Notes was as follows:


	June 30, 2021
Proceeds allocated to the conversion options (debt discount)	$	96,162
Issuance costs	(3,131)
Net carrying amount	$	93,031

In connection with the issuance of the 2028 Notes, the Company incurred approximately $9.4 million of debt issuance costs, which primarily consisted of initial purchasers’ discounts and legal and other professional fees. The Company allocated these costs to the liability and equity components based on the allocation of the proceeds. The portion of these costs allocated to the equity component totaling approximately $3.1 million was recorded as a reduction to additional paid-in capital. The portion of these costs allocated to the liability component totaling approximately $6.2 million was recorded as a reduction in the carrying value of the debt on the condensed balance sheets and is amortized to interest expense using the effective interest method over the expected life of the 2028 Notes or approximately its seven-year term. The effective interest rate on the liability component of the 2028 Notes for the period from the date of issuance through June 30, 2021 was 7.5%.

The following table sets forth the amounts recorded in interest expense related to the 2028 Notes for the three and six months ended June 30, 2021:


	Three Months Ended June 30, 2021		Six Months Ended June 30, 2021
Contractual interest expense	$	719	$	894
Amortization of debt discount	2,654		3,294
Amortization of debt issuance costs	167		208
Total interest and amortization expense	$	3,540	$	4,396

Future minimum payments under the 2028 Notes as of June 30, 2021, are as follows:


Fiscal Year	Amount
Remainder of 2021	$	1,382
2022	2,875
2023	2,875
2024	2,875
2025	2,875
2026	2,875
2027	2,875
2028	288,937
Total future payments	307,569
Less amounts representing interest	(20,069)
Total principal amount	$	287,500

Capped Call Transactions with Respect to the 2025 and 2028 Notes

In connection with the issuance of the 2025 Notes and 2028 Notes, including the initial purchasers’ exercise of the option to purchase additional Notes, the Company entered into capped call transactions (2025 Capped Calls and 2028 Capped Calls) with respect to its common stock with certain financial institutions (collectively, the “Counterparties”). The Company paid an aggregate amount of approximately $22.5 million and $33.7 million in connection with the 2025 Capped Calls and 2028 Capped Calls to the Counterparties, respectively. The 2025 Capped Calls and 2028 Capped Calls cover approximately 9,705,454 shares and 9,040,869 shares of the Company’s common stock at a strike price that corresponds to the initial conversion price of the 2025 and 2028 Notes, respectively. The 2025 and 2028 Capped Calls are subject to anti-dilution adjustments that are intended to be substantially identical to those in the 2025 and 2028 Notes, and are exercisable upon conversion of the 2025 and 2028 Notes. The 2025 and 2028 Capped Calls are subject to adjustment upon the occurrence of specified extraordinary events affecting the Company, including merger events, tender offer and announcement events. In addition, the 2025 and 2028 Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the 2025 and 2028 Capped Calls, including nationalization, insolvency or delisting, changes in law, failures to deliver, insolvency filings and hedging disruptions. The 2025 Capped Calls settle in components commencing on April 16, 2025 with the last component scheduled to expire on June 12, 2025. The 2028 Capped Calls settle in components commencing on December 31, 2027 with the last component scheduled to expire on February 28, 2028.

The cap price of the 2025 Capped Call is initially $27.88 per share, which represents a premium of 100.0% over the closing price of the Company’s common stock of $13.94 per share on June 10, 2020, and is subject to certain adjustments under the terms of the capped call transactions. The cap price of the 2028 Capped Call is initially $48.00 per share, which represents a premium of 100.0% over the closing price of the Company’s common stock of $24.00 per share on March 3, 2021, and is subject to certain adjustments under the terms of the capped call transactions. The Company expects to receive from the Counterparties a number of shares of the Company’s common stock or, at the Company’s election (subject to certain conditions), cash, with an aggregate market value (or, in the case of cash settlement, in an amount) approximately equal to the product of such excess times the number of shares of the Company’s common stock relating to the 2025 and 2028 Capped Calls being exercised.

These Capped Call instruments meet the conditions outlined in ASC 815-40 to be classified in stockholders’ equity, are not accounted for as derivatives, and are not subsequently remeasured as long as the conditions for equity classification continue to be met. The Company recorded a reduction to additional paid-in capital of approximately $22.5 million and $33.7 million related to the premium payments for the 2025 and 2028 Capped Call transactions.

Convertible Senior Notes, Net - Schedule of Future Minimum Payments Under Notes (Details) - USD ($)	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020
2025 Convertible Senior Notes
Debt Disclosure [Line Items]
Remainder of 2021	$ 2,587,000
2022	5,175,000
2023	5,175,000
2024	5,175,000
2025	175,088,000
Total future payments	193,200,000
Less amounts representing interest	(20,700,000)
Principal	172,500,000		$ 172,500,000
2028 Convertible Senior Notes
Debt Disclosure [Line Items]
Remainder of 2021	1,382,000
2022	2,875,000
2023	2,875,000
2024	2,875,000
2025	2,875,000
2026	2,875,000
2027	2,875,000
2028	288,937,000
Total future payments	307,569,000
Less amounts representing interest	(20,069,000)
Principal	$ 287,500,000	$ 287,500,000

Condensed Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Statement of Financial Position [Abstract]
Depreciation and amortization expense on property and equipment	$ 6.4	$ 4.6	$ 11.8	$ 8.8

Fair Value Measurement

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurement

Assets and liabilities recorded at fair value on a recurring basis on the condensed 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 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.

There were no transfers between Level 1, Level 2 or Level 3 of the fair value hierarchy during the periods presented.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

As of June 30, 2021, the Company’s cash equivalents solely consisted of money market funds, which amounted to $214.4 million. Money market funds are measured at net asset value per share and are excluded from cash equivalents in the fair value hierarchy table.

The following table provides the financial instruments measured at fair value (in thousands) as of December 31, 2020:


	December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets (1)
Short-term investments:
Corporate bonds	$	—	$	4,017	$	—	$	4,017
Total short-term investments	$	—	$	4,017	$	—	$	4,017

Fair Value Measurements of Other Financial Instruments

The following table presents the carrying amounts and estimated fair values of the financial instruments that are not recorded at fair value on the condensed balance sheets (in millions):


	June 30, 2021
	Net Carrying Amount		Estimated Fair Value
2025 Convertible senior notes	$	151.5	$	186.8
2028 Convertible senior notes	$	188.7	$	290.1

The principal amounts of the 2025 convertible senior notes and the 2028 convertible senior notes are $172.5 million and $287.5 million, respectively. The difference between the principal amounts of the convertible senior notes and their respective net carrying amounts are the unamortized debt issuance costs and the unamortized debt discount (See Note 7).

As of June 30, 2021, the fair value of the 2025 convertible senior notes and the 2028 convertible senior notes, which differs from their carrying value is determined by prices for the convertible senior notes observed in market trading. The market for trading of the convertible senior notes is not considered to be an active market and therefore the estimate of fair value is based on Level 2 inputs, such as interest rates based on the market price on the last trading day for the period. Based on the closing price of the Company’s common stock on June 30, 2021, the if-converted values of the 2025 Notes exceeded the principal amounts by $19.3 million.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details