POSHMARK, INC. The following discussion of our financial condition and results of operations should be read together with our condensed financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and our audited financial statements and related notes and our Annual Report on Form 10-K filed with theSEC onMarch 30, 2022 . The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. See the discussion under "Note Regarding Forward-Looking Statements" elsewhere in this Quarterly Report on Form 10-Q for more information. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and particularly in the section titled "Risk Factors" and elsewhere in this Quarterly Report on Form 10-Q, as well as in our other filings with theSEC . Our historical results are not necessarily indicative of the results that may be expected for any period in the future, and our interim results are not necessarily indicative of the results we expect for the full calendar year or any other period. The unaudited condensed consolidated interim financial statements for the quarter and nine months endedSeptember 30, 2021 have been revised to correct prior period errors as discussed in Note 3 "Revision of Prior Periods' Financial Statement" to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. Accordingly, this Management's Discussion and Analysis of Financial Condition and Results of Operations reflects the effects of the revisions.
Overview
We are a social marketplace that combines the human connection of a physical shopping experience with the scale, reach, ease, and selection benefits of eCommerce. In doing so, we bring the power of community to buying and selling online. We createdPoshmark in 2011 to make buying and selling simple, social, and fun. Pairing technology with the inherent human desire to socialize, our marketplace creates passion and personal connections among users. We dynamically curate our marketplace into lifestyle categories that our users love, including apparel, accessories, footwear, home, beauty, and pets. Powered by our proprietary technology, our social marketplace is purpose-built to enable simple transactions, seamless logistics, and an engaging experience at scale. As ofSeptember 30, 2022 , we had 8.2 million Active Buyers. We empower people to sell a few items or to become successful entrepreneurs by providing them with end-to-end seller tools. We refer to this as "making selling a superpower." Our comprehensive infrastructure makes it easy for sellers to build their businesses with seamless listing, merchandising, promotion, pricing, and shipping. Sellers use content, inventory selection, and social interactions to monetize their listings and drive growth. Our transparent fee structure aligns our success with the success of our sellers. Our fee is 20% of the final price for sales$15 and over, or a flat rate of$2.95 for sales under$15 . We attract, engage, and retain sellers by offering the community the benefits of social connection with the ability to combine personal passion and economic empowerment. We do not own or manage inventory as products are listed, managed, sold, and shipped by our sellers, utilizing our transaction tool that makes the selling process seamless and easy. This asset-light model creates scalability and favorable working capital dynamics. Our social features make the discovery and purchase process simple and enticing for buyers, fostering high engagement and retention. The engagement of our community has fueled strong growth in our business, supported by attractive unit economics and efficient user acquisition. We enable buyers to discover, connect, and curate their network and news feed with that of other users who share similar styles and personal preferences, creating a fun shopping experience. Our marketplace is vast, with sellers listing millions of secondhand and new items across multiple categories. We use data-driven personalization to customize each user's feed to feature the most relevant listings and make it easy to quickly search for and find products of interest. Furthermore, sellers list a variety of items across all price points, with the added benefit of being able to negotiate offers directly with buyers seeking to optimize their budget, allowing sellers to manage their listings to achieve their individual objectives. Because our marketplace features a massive selection of secondhand items, buyers are also able to support their personal style while minimizing their environmental impact. In the three months endedSeptember 30, 2022 and 2021, we had revenue of$88.4 million and$79.5 million , respectively, representing a 11% growth rate. In the three months endedSeptember 30, 2022 , we generated a net loss of$23.5 million compared to a net loss of$6.9 million in the three months endedSeptember 30, 2021 . Potential Merger with Naver OnOctober 3, 2022 , we entered into the Merger Agreement, by and amongPoshmark , Naver,Proton Parent and Merger Sub, pursuant to which Merger Sub will merge with and intoPoshmark , withPoshmark surviving the Merger as an indirect subsidiary of Naver. As a result of the Merger, each share of Company Common Stock outstanding immediately prior to the effective time of the Merger (subject to certain exceptions set forth in the Merger Agreement) will, at the effective time, automatically be canceled and converted into the right to receive$17.90 in cash, without interest and subject to applicable withholding taxes. If the Merger is consummated, our Class A common stock will be delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934. 26 -------------------------------------------------------------------------------- The Merger is conditioned upon, among other things, the approval of the Merger Agreement by our stockholders, the expiration of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and other customary closing condition.
Key Factors Affecting Our Performance
Growth and Retention of Users. We focus on attracting new users and retaining existing users. New users and the social and transactional activities they contribute help keep existing users more active, increasing their lifetime value over time. Users engage in many ways on our social marketplace: they connect, they browse, they buy, and they sell. The positive relationship between new users and existing users illustrates the network effects of our marketplace. As ofSeptember 30, 2022 , we had 8.2 million Active Buyers. User Engagement. The engagement of our community has fueled strong growth in our business, supported by attractive unit economics and efficient user acquisition. We believe that cultivating a robust network of users over the longer-term is crucial to bolstering broader community engagement, growing social interactions, and increasing gross merchandise value (GMV). Users can engage on our marketplace in a variety of activities that range from shopping and social interactions to buying and selling. The continuous increase in users, social interactions, and listings has led to steady activations of buyers and sellers across cohorts, resulting in increasing GMV for these cohorts. Investments in Growing OurUser Community . We have invested substantially in marketing to grow our user community and drive further awareness of our brand. These investments have enabled us to grow our base of new users, buyers, and sellers while continuing to retain buyers and sellers, resulting in strong growth of our GMV and revenue. Marketing expenses represented 48% and 46% of revenue in the three months endedSeptember 30, 2022 and 2021, respectively. We intend to manage our marketing spend to balance growth and profitability. While we have seen fluctuations and uncertainty in user acquisition costs, partially due to Apple's policy change that limits the ability of advertisers to collect user data, we will continue to invest in user acquisition and retention while the underlying user unit economics indicate the return on investment is strong. Investments in Platform Innovation. We invest in both the people and technology behind our platform. We also intend to continue to make significant investments in the technology and infrastructure of our platform to attract and retain buyers and sellers, expand the capabilities and scope of our platform, and enhance the user experience. We expect to continue to make significant investments to attract and retain employees, particularly engineers, data scientists, designers, product management, and operations personnel. All functions are important, and we intend to invest in our people to help us drive additional efficiencies across our marketplace. In addition, we may invest in new and existing businesses that may lower our margins temporarily but may enhance our platform capabilities, deliver revenue growth, and enable us to achieve and maintain long-term profitability. International Expansion. We began operations inCanada , the first country we expanded to afterthe United States , inMay 2019 . InFebruary 2021 , we expanded our operations toAustralia . InSeptember 2021 , we launched operations inIndia . International expansion may impact our financial performance in the short term. As we continue our global expansion, we believe international demand for our platform will develop and increase. Accordingly, we believe there is a significant opportunity to grow our international business. We have invested, and plan to continue to invest, in the adoption of our platform and solutions internationally, including localization of our platform and the addition of critical capabilities to our platform required to serve those local markets. Impact of the COVID-19 Pandemic. The COVID-19 pandemic has impacted our business to date and may continue to impact our business in ways that remain unpredictable. In early 2020, the COVID-19 pandemic impacted our business and operations, in which we experienced lower year-over-year GMV growth for the quarter endedMarch 31, 2020 . We have since seen our GMV growth rebound as buyer and seller activity resumed, but such trends may not continue and could be reversed. While COVID-related restrictions have eased throughout 2021 and 2022, there remains substantial uncertainty about the pandemic's impact on the global economy, e-commerce, and global macroeconomic conditions that impact consumer spending. In particular, as federal and state governmental aid programs initiated in connection with the pandemic are reduced or terminated, and as inflationary pressures rise, consumer discretionary spending would likely decrease, which would have a negative impact on our business. As ofSeptember 30, 2022 , we have opened our offices in accordance with local guidelines and regulations, though a remote work model remains largely in place. Future developments, such as new virus variants, actions to contain the pandemic or treat its impact, or a resurgence of offline shopping demand could adversely affect our business, results of operations, liquidity, and financial condition in future periods. The conditions caused by the pandemic are still evolving and we will continue to evaluate the potential impact of the pandemic on our business. See the section titled "Risk Factors" in our Annual Report on Form 10-K filed with theSEC onMarch 30, 2022 for further discussion of the possible impact of the COVID-19 pandemic on our business, operations and financial condition. 27 -------------------------------------------------------------------------------- Seasonality. Our business is seasonal in nature as it is affected by the cyclicality of the consumer as well as broader market conditions. Historically, we have often seen both stronger growth in the number of Active Users and Active Buyers and in engagement during the first quarter of the year. In addition, we have seen higher GMV in the fourth quarter of the year, followed by the third quarter, which we believe is due in part to the higher price points of seasonal apparel and footwear and the holiday season. We believe the recent growth in our business, as well as the recent effects of sales taxes and the COVID-19 pandemic, have partially masked these trends to date, and we expect the impact of seasonality to be more pronounced in our future quarterly results as our business matures.
Initial Public Offering
Our registration statement on Form S-1 related to our initial public offering (IPO) was declared effective onJanuary 13, 2021 , and our Class A common stock began trading on the Nasdaq Global Select Market onJanuary 14, 2021 . OnJanuary 19, 2021 , we closed our IPO, in which we issued and sold 6,600,000 shares plus an additional 990,000 shares subject to the underwriters' over-allotment option of our Class A common stock at the public offering price of$42.00 per share. We received net proceeds of$292.3 million after deducting underwriting discounts and commissions and offering expenses.
Components of Results of Operations
Net Revenue
We generate revenue from sellers for fees earned when they sell items they have listed on our social marketplace to buyers (20% of the final price for sales$15 and over, or a flat rate of$2.95 for sales under$15 ). The buyer also pays a shipping label fee as part of their order. On some orders, the shipping label fee exceeds our shipping label cost, which we record as revenue. For the three and nine months endedSeptember 30, 2022 , this revenue was 5% and 4% of our total net revenue, respectively. For each of the three and nine months endedSeptember 30, 2021 , this revenue was 4% of our total net revenue. Our revenue is recognized when we satisfy our performance obligations. We report both revenue from buyers and revenue from sellers based upon the net amount earned, which is reduced by certain buyer and seller incentives.
Costs and Expenses
Cost of Net Revenue. Cost of net revenue primarily consists of costs associated with credit card processing, transaction fees for order related payments, and hosting expenses associated with operating our platform. Cost of net revenue does not include depreciation and amortization.
We expect cost of net revenue to increase in absolute dollars in future periods and to vary from period to period as a percentage of net revenue for the foreseeable future as we grow our platform by increasing Active Buyers and generating higher GMV.
Operations and Support. Operations and support expense primarily consists of
personnel-related compensation costs, including stock-based compensation,
incurred in providing support to users of our platform including authentication
services that we provide. This expense also includes postage and shipping costs
that we incur primarily from order losses and cancellations, and credits and
incentives issued to buyers for customer satisfaction purposes in excess of
shipping facilitation revenue.
We expect that operations and support expenses will increase in absolute dollars
for the foreseeable future as we continue to grow our operations and hire
additional employees to support the scaling of our business. To the extent we
are successful in becoming more efficient in supporting our users, we would
expect operations and support expenses as a percentage of revenue to decrease
over the long term.
Research and Development. Research and development expense consist primarily of
compensation expenses for engineering, product development, and design
employees, including stock-based compensation, expenses associated with ongoing
improvements to and maintenance and testing of our platform offerings including
website, mobile apps, and other products, and other research and development
programs. Research and development expenses are expensed as incurred. We
capitalize certain costs associated with website development and software for
internal use.
We expect that research and development expenses will increase in absolute
dollars and vary from period to period as a percentage of revenue for the
foreseeable future as we continue to invest in research and development
activities relating to ongoing improvements to and maintenance and testing of
our platform offerings including website, mobile apps, and other products, and
other research and development programs, including the hiring of engineering,
product development, and design employees to support these efforts.
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Marketing. Marketing expense primarily consists of expenses associated with
personnel-related compensation costs, including stock-based compensation, and
costs related to user acquisition, public relations, marketing events such as
Posh Parties, and business development. User acquisition costs primarily consist
of costs associated with acquiring new users by spend on advertising channels
such as television, Google, Facebook, Instagram, Snapchat , and TikTok . These
marketing expenses also include promotional credits and incentives issued to
buyers to encourage buyer activity on our platform in excess of shipping
facilitation revenue and cost of referral incentives for new user acquisition.
We plan to continue to invest in our marketing efforts, including hiring
additional employees, in order to attract new users.
We expect that marketing expenses will increase in absolute dollars and vary
from period to period as a percentage of revenue for the foreseeable future as
we plan to continue to invest in marketing to grow the number of Active Users
and Active Buyers and increase our brand awareness. The trend and timing of our
brand marketing expenses will depend in part on the timing of marketing
campaigns.
General and Administrative. General and administrative expense consists
primarily of employee related costs including stock-based compensation for those
employees associated with administrative services such as legal, human
resources, information technology, accounting, and finance, and all related
costs associated with our facilities, such as rent and office administration.
These expenses also include certain third-party consulting services, facilities,
IT services, meals and other corporate costs not allocated to other expense
categories. As part of the Merger, the Company expects to incur material
non-recurring expenses contingent on the deal consummation including banker fees
and legal fees.
We expect that general and administrative expenses will increase in absolute
dollars and vary from period to period as a percentage of revenue for the
foreseeable future as we continue to invest in personnel, corporate
infrastructure, and systems required to support our strategic initiatives, the
growth of our business, and our compliance and reporting obligations, and
controls to enable our internal support functions to scale with the growth of
our business. We expect to incur additional expenses as a result of operating as
a public company, including expenses to comply with the rules and regulations
applicable to companies listed on a national securities exchange, expenses
related to compliance and reporting obligations pursuant to the rules and
regulations of the SEC , and expenses for general and director and officer
insurance, investor relations, and professional services. We also expect rent
expense and other facilities related costs to continue to increase in the
future.
Depreciation and Amortization. Depreciation and amortization expense primarily
consists of depreciation of computer equipment and software, furniture and
fixtures, leasehold improvements, website development and software for internal
use and amortization of intangible assets.
We expect that depreciation and amortization expense will increase in absolute
dollars as we continue to build out our network infrastructure, recognize
amortization expense from acquired intangible assets resulting from acquisitions
and establish new office locations to support our growth.
Interest Income
Interest income primarily relates to amounts earned on our cash and cash equivalents.
Other Expense, Net
Other expense, net mainly relates to changes in fair value of the convertible notes, redeemable convertible preferred stock warrants and contingent consideration relating to acquisition, and foreign exchange remeasurement gains and losses recorded from consolidating our foreign subsidiaries at each period end. Provision for Income Taxes Our provision for income taxes consists primarily of foreign taxes and state minimum taxes inthe United States . As we expand the scale of our international business activities, any changes in theU.S. and foreign taxation of such activities may increase our overall provision for income taxes in the future. We have established a valuation allowance for ourU.S. deferred tax assets, including federal and state net operating losses.
We expect to maintain this valuation allowance until it becomes more likely than
not that the benefit of our federal and state deferred tax assets will be
realized by way of expected future taxable income in
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--------------------------------------------------------------------------------Results of Operations
The following tables set forth our condensed consolidated results of operations data and such data as a percentage of net revenue for the periods presented:
Nine Months Ended September
Three Months Ended September 30, 30,
2022 2021 2022 2021
(in thousands)
Net revenue $ 88,428 $ 79,463 $ 268,430 $ 241,806
Costs and expenses (1):
Cost of net revenue, exclusive of
depreciation and
amortization 14,915 12,082 44,915 37,798
Operations and support 15,513 13,199 46,770 41,062
Research and development 18,189 12,325 52,457 43,574
Marketing 42,613 36,198 129,606 104,021
General and administrative 20,473 11,729 53,281 42,317
Depreciation and amortization 1,000 827 3,033 2,463
Total costs and expenses 112,703 86,360 330,062 271,235
Loss from operations (24,275 ) (6,897 ) (61,632 ) (29,429 )
Interest income 1,586 77 2,145 201
Other expense, net
Change in fair value of redeemable
convertible preferred
stock warrant liability - - - (2,816 )
Change in fair value of the convertible
notes - - - (49,481 )
Loss on extinguishment of the
convertible notes - - - (1,620 )
Change in fair value of contingent
consideration (37 ) - 396 -
Foreign exchange loss, net (694 ) (36 ) (969 ) (220 )
(731 ) (36 ) (573 ) (54,137 )
Loss before provision for income taxes (23,420 ) (6,856 ) (60,060 ) (83,365 )
Provision for income taxes 120 - 381 180
Net loss attributable to common
stockholders $ (23,540 ) $ (6,856 ) $ (60,441 ) $ (83,545 )
(1)Costs and expenses include stock-based compensation expense as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(in thousands)
Operations and support $ 1,558 $ 758 $ 3,906 $ 3,810
Research and development 5,732 3,145 15,665 16,882
Marketing 1,942 969 4,866 5,297
General and administrative 4,242 1,796 9,848 12,923
Total $ 13,474 $ 6,668 $ 34,285 $ 38,912 Comparison of Three and Nine Months Ended
Net Revenue
Three Months Ended Nine Months Ended September
September 30, Change 30, Change
2022 2021 $ % 2022 2021 $ %
(dollars in thousands, except percentages)
Net revenue $ 88,428 $ 79,463 $ 8,965 11 % $ 268,430 $ 241,806 $ 26,624 11 %
Net revenue increased $9.0 million for the three months ended September 30, 2022
compared to the same period in 2021, and $26.6 million for the nine months ended
September 30, 2022 compared to the same period in 2021. This growth was
primarily due to an increase in the volume of GMV on our marketplace to a total
of $0.5 billion , an increase of 7%. The increase in GMV was substantially driven
by the increase in Active Buyers on the platform to 8.2 million for the trailing
12 months ended September 30, 2022 , a 13% increase compared to the same period
in 2021.
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--------------------------------------------------------------------------------Cost of Net Revenue
Three Months Ended Nine Months Ended
September 30, Change September 30, Change
2022 2021 $ % 2022 2021 $ %
(dollars in thousands, except percentages)
Cost of net revenue
$ 44,915 $ 37,798 $ 7,117 19 % Percentage of revenue 17 % 15 % 17 % 16 % Cost of net revenue increased$2.8 million for three months endedSeptember 30, 2022 compared to the same period in 2021. The increase was driven by a$1.7 million increase in costs related to overall volume increases on our marketplace, including increased credit card processing fees and associated expense, and a$1.1 million increase in data hosting costs to support the increased usage of our platform and upgrades we made to our systems which were required to support our growth. Cost of net revenue increased$7.1 million for the nine months endedSeptember 30, 2022 compared to the same period in 2021. The increase was driven by an increase in data hosting costs of$3.8 million to support the increased usage of our platform and upgrades we made to our systems which were required to support our growth, and a$3.3 million increase in costs related to overall volume increases on our marketplace, including increased credit card processing fees and associated expenses.
Operations and Support
Three Months Ended Nine Months Ended
September 30, Change September 30, Change
2022 2021 $ % 2022 2021 $ %
(dollars in thousands, except percentages)
Operations and support
18 % 17 % 17 % 17 %
Operations and support expense increased $2.3 million for the three months ended
September 30, 2022 compared to the same period in 2021, primarily driven by an
increase in customer service and support personnel costs.
Operations and support expense increased $5.7 million for the nine months ended
September 30, 2022 compared to the same period in 2021. The increase was
primarily driven by the combined effect from a $3.7 million increase in customer
service and support personnel costs, a $0.6 million increase in credits and
incentives issued to users for the purposes of dispute resolution, and a $0.4
million increase in net shipping costs as a result of our growth.
Research and Development
Three Months Ended Nine Months Ended
September 30, Change September 30, Change
2022 2021 $ % 2022 2021 $ %
(dollars in thousands, except percentages)
Research and development $ 18,189 $ 12,325 $ 5,864 48 % $ 52,457 $ 43,574 $ 8,883 20 %
Percentage of revenue 21 % 16 % 20 % 18 %
Research and development expense increased $5.9 million for the three months
ended September 30, 2022 compared to the same period in 2021. The increase was
primarily due to a $5.5 million increase in engineering personnel costs to
support the growth of our business as we launch new innovations and improve
functionality on our platform, and a $0.3 million increase in
development-related services.
Research and development expense increased $8.9 million for the nine months
ended September 30, 2022 compared to the same period in 2021. The increase was
primarily due to a $7.8 million increase in engineering personnel costs required
to support the growth of our business as we launch new innovations and improve
functionality on our platform, and a $0.8 million increase in
development-related services.
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Three Months Ended Nine Months Ended September
September 30, Change 30, Change
2022 2021 $ % 2022 2021 $ %
(dollars in thousands, except percentages)
Marketing $ 42,613 $ 36,198 $ 6,415 18 %
46 % 48 % 43 %
Marketing expense increased $6.4 million for the three months ended September
30, 2022 compared to the same period in 2021. The increase was primarily due to
a $3.7 million increase in spending on marketing programs, including increased
spending on television ad campaigns and digital marketing, and a $2.7 million
increase in marketing personnel costs to support the growth of our business.
Marketing expense increased $25.6 million for the nine months ended September
30, 2022 compared to the same period in 2021. The increase was primarily due to
a $21.6 million in spending on marketing programs, including increased spending
on television ad campaigns and digital marketing, and a $4.0 million increase in
marketing personnel costs to support the growth of our business.
General and Administrative
Three Months Ended Nine Months Ended
September 30, Change September 30, Change
2022 2021 $ % 2022 2021 $ %
(dollars in thousands, except percentages)
General and
administrative $ 20,473 $ 11,729 $ 8,744 75 % $ 53,281 $ 42,317 $ 10,964 26 %
Percentage of
revenue 23 % 15 % 20 % 18 %
General and administrative expense increased $8.7 million for the three months
ended September 30, 2022 compared to the same period in 2021. This increase was
primarily driven by a $4.2 million increase in personnel costs, a $4.1 million
increase in legal and consulting fees required to support our public company
transition, and increased IT and facilities services fees of $0.4 million to
support the growth of our business.
General and administrative expense increased $11.0 million for the nine months
ended September 30, 2022 compared to the same period in 2021. This increase was
primarily driven by a $6.4 million increase in legal and consulting fees
required to support our public company transition, a $2.8 million increase in
personnel costs, increased IT and facilities services fees of $1.1 million to
support the growth of our business, and increased insurance costs of $0.2
million required as a result of becoming a public company.
Depreciation and Amortization
Three Months Ended September Nine Months Ended September
30, Change 30, Change
2022 2021 $ % 2022 2021 $ %
(dollars in thousands, except percentages)
Depreciation and
amortization $ 1,000 $ 827 $ 173 21 % $ 3,033 $ 2,463 $ 570 23 %
Percentage of
revenue 1 % 1 % 1 % 1 %
Depreciation and amortization expense increased for the three and nine months
ended September 30, 2022 compared to the same period in 2021. The increase was
primarily driven by an increase in amortization of intangible assets, with no
comparable activity in the same period in 2021.
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--------------------------------------------------------------------------------Interest Income
Three Months Ended September Nine Months Ended September
30, Change 30, Change
2022 2021 $ % 2022 2021 $ %
(dollars in thousands, except percentages)
Interest income $ 1,586 $ 77 $ 1,509 1,960 % $ 2,145 $ 201 $ 1,944 967 %
Percentage of revenue 2 % 0 % 1 % 0 %
Interest income increased for the three and nine months ended September 30, 2022
compared to the same period in 2021, primarily driven by higher interest earned
from our cash equivalents.
Other Expense, Net
Nine Months Ended September
Three Months Ended September 30, Change 30, Change
2022 2021 $ % 2022 2021 $ %
(dollars in thousands, except percentages)
Other expense, net $ (731 ) $ (36 ) $ (695 ) 1,931 % $ (573 ) $ (54,137 ) $ 53,564 (99 )%
Percentage of revenue (1 )% (0 )% (0 )% (22 )%
Other expense, net increased for the three months ended September 30, 2022
compared to the same period in 2021 primarily due to fluctuation in foreign
exchange rates. Other expense, net decreased $53.6 million for the nine months
ended September 30, 2022 compared to the same period in 2021. The decrease was
primarily due to a change in fair value of the convertible notes, and the change
in fair value of the redeemable convertible preferred stock warrant liability,
with no comparable activity in the same period in 2022.
Provision for Income Taxes
Three Months Ended September
30, Change Nine Months Ended September 30, Change
2022 2021 $ % 2022 2021 $ %
(dollars in thousands, except percentages)
Provision for income
taxes $ 120 $ - $ 120 NM* $ 381 $ 180 $ 201 112 %
Percentage of
revenue 0 % 0 % 0 % 0 %
* NM-not meaningful
The change in our provision for income taxes was primarily attributable to pre-tax foreign earnings.
Key Operating and Non-GAAP Financial Metrics
We collect and analyze operating and financial data to evaluate the health of
our community, allocate our resources (such as capital, time, and technology
investments), and assess the performance of our business. In addition to
revenue, net (loss) income, and other results under GAAP, the key operating and
financial metrics we use are GMV, Active Buyers, and Adjusted EBITDA.
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Gross Merchandise Value. Our gross merchandise value, or GMV, is the total
dollar value of transactions on our platform in a given period, prior to returns
and cancellations, and excluding shipping and sales taxes. GMV is a measure of
the total economic activity generated by our marketplace, and an indicator of
the scale and growth of our marketplace and the health of our marketplace
ecosystem.
GMV
($ in millions)
[[Image Removed: img222479677_0.jpg]]
Our GMV grew 7% from $442.5 million in the three months ended September 30, 2021
to $475.6 million in the three months ended September 30, 2022 . Our quarterly
GMV has increased year-over-year for the past nineteen quarters. We have
continued to add users and enhance our social marketplace with various
initiatives and product updates, including the launch of Posh Shows, our live
buying and selling product, the rollout of shipping label QR codes, a
printer-less shipping option, addition of Select All, a tool that facilitates
the bulk sharing of listings, and release of Scale-to-Fit Photos, a feature that
improves the listing experience.
Active Buyers. Active Buyers are unique users who have purchased at least one
item on our platform in the trailing 12 months preceding the measurement date,
regardless of returns and cancellations. An Active Buyer could have more than
one account if they were to use a separate unique email address to set up each
account. The number of Active Buyers is a key driver of GMV and revenue, as well
as a measure of the scale and growth of our buyer community. We believe it is
also an important indicator of our ability to convert user activity on our
marketplace into transactions. The number of Active Buyers has increased
steadily every quarter as we attract and retain users. Active Buyers can be new
users to our marketplace who make a purchase, existing users who convert into
buyers for the first time as our marketplace strengthens with more sellers and
items, or repeat buyers.
Active Buyers
(in thousands)
[[Image Removed: img222479677_1.jpg]]
5,713 6,032 6,231 5,374 4,952 4,550 4,190 3,734 3,345 2,953 2,657 Q1 Q2 Q3 Q4 Q1
Q2 Q3 Q4 Q1 Q2 Q3 2018 2018 2018 2018 2019 2019 2019 2019 2020 2020 2020 Active
Buyers measured as of the last day of the quarter presented
Active Buyers measured as of the last day of the quarter presented
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Adjusted EBITDA. We define Adjusted EBITDA as net (loss) income attributable to
common stockholders, excluding depreciation and amortization, stock-based
compensation expense, loss contingency accrual, interest income, other income
(expense), net, change in accrued sales tax, provision (benefit) for income
taxes, and undistributed earnings attributable to participating securities.
Adjusted EBITDA is a key performance measure used by our management and board of
directors to assess our operating performance and the operating leverage in our
business. We believe that Adjusted EBITDA helps identify underlying trends in
our business that could otherwise be masked by the effect of the income and
expenses that we exclude in Adjusted EBITDA. Accordingly, we believe that
Adjusted EBITDA provides useful information to investors and others in
understanding and evaluating our operating results, enhances the overall
understanding of our past performance and future prospects, and allows for
greater transparency with respect to key financial metrics used by our
management in its financial and operational decision-making. See "Reconciliation
of Non-GAAP Financial Measures" for more information and for a reconciliation of
net (loss) income, the most directly comparable financial measure calculated and
presented in accordance with GAAP, to Adjusted EBITDA.
Adjusted EBITDA
($ in millions)
[[Image Removed: img222479677_2.jpg]]GAAP and Non-GAAP Financial Measures
We also review the following GAAP and non-GAAP financial measures to evaluate
our business, measure our performance, identify trends affecting our business,
formulate business plans, and make strategic decisions.
Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(in thousands)
Net Loss $ (23,540 ) $ (6,856 ) $ (60,441 ) $ (83,545 )
Net Loss Margin(1) (27 )% (9 )% (23 )% (35 )%
Adjusted EBITDA $ (8,001 ) $ 598 $ (22,514 ) $ 11,946
Adjusted EBITDA Margin(2) (9 )% 1 % (8 )% 5 %
(1)
Net Loss Margin is calculated by dividing Net Loss for a period by revenue for the same period. (2) Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA for a period by revenue for the same period.
Reconciliation of Non-GAAP Financial Measures
We use Adjusted EBITDA and Adjusted EBITDA Margin in conjunction with GAAP
measures as part of our overall assessment of our performance, including the
preparation of our annual operating budget and quarterly forecasts, and to
evaluate the effectiveness of our business strategies. Our definition may differ
from the definitions used by other companies and therefore comparability may be
limited. In addition, other companies may not publish similar metrics.
Furthermore, this metric has certain limitations in that it does not include the
impact of certain expenses that are reflected in our condensed consolidated
statements of operations that are necessary to run our business. Thus, our
Adjusted EBITDA and Adjusted EBITDA Margin should be considered in addition to,
not as a substitute for, or in isolation from, measures prepared in accordance
with GAAP.
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We compensate for these limitations by providing a reconciliation of Adjusted
EBITDA and Adjusted EBITDA Margin to the related GAAP financial measure, net
loss attributable to common stockholders. We encourage investors and others to
review our financial information in its entirety, not to rely on any single
financial measure, and to view Adjusted EBITDA and Adjusted EBITDA Margin in
conjunction with their respective related GAAP financial measures.
The following table provides a reconciliation of net loss to Adjusted EBITDA:
Nine Months Ended September
Three Months Ended September 30, 30,
2022 2021 2022 2021
(in thousands)
Net loss attributable to common stockholders $ (23,540 ) $ (6,856 ) $ (60,441 ) $ (83,545 )
Adjusted to exclude the following:
Depreciation and amortization 1,000 827 3,033 2,463
Stock-based compensation 13,474 6,668 34,285 38,912
Loss contingency accrual 1,800 - 1,800 -
Interest income (1,586 ) (77 ) (2,145 ) (201 )
Other expense, net 731 36 573 54,137
Provision for income taxes 120 - 381 180
Adjusted EBITDA $ (8,001 ) $ 598 $ (22,514 ) $ 11,946 Liquidity and Capital Resources
OnOctober 3, 2022 , we entered into the Merger Agreement with Naver,Proton Parent and Merger Sub, providing for the acquisition ofPoshmark by Naver. We have agreed to various covenants and agreements, including, among others, agreements to conduct our business in the ordinary course of business between the execution of the Merger Agreement and the closing of the Merger. Outside of certain limited exceptions, we may not take certain actions without Naver's consent, including (i) acquiring businesses and disposing of significant assets, (ii) incurring expenditures above specified thresholds, (iii) incurring debt, (iv) issuing additional securities, or (v) repurchasing shares of Company Common Stock. We do not believe these restrictions will prevent us from meeting our ongoing costs of operations, working capital needs or capital expenditure requirements. As ofSeptember 30, 2022 , our principal sources of liquidity were cash and cash equivalents of$588.8 million . Cash equivalents consisted of institutional money market funds, and cash in transit from third-party credit card providers that we receive within approximately three to five business days from the date of the underlying transaction.
As of
Since our inception, we have most often generated negative cash flows from operations and as ofSeptember 30, 2022 , we had an accumulated deficit of$282.3 million , and we have financed our operations primarily through private sales of equity securities, payments received through our platform, and the issuance of convertible debt. Upon the closing of our IPO inJanuary 2021 , we received net proceeds of$292.3 million after deducting underwriting discounts and commissions and offering expenses. We believe our existing cash and cash equivalents will be sufficient to meet our working capital and capital expenditures needs over at least the next 12 months. However, our liquidity assumptions may prove to be incorrect, and we could exhaust our available financial resources sooner than we currently expect. We may seek to raise additional funds at any time through the issuance of debt, equity, and equity-linked arrangements.
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