You should read the following discussion and analysis of our financial condition
and results of operations together with our condensed financial statements and
related notes included elsewhere in this Quarterly Report on Form 10-Q, as well
as our audited financial statements and related notes included in our Annual
Report on Form 10-K for the year ended December 31, 2021, filed with the
Securities and Exchange Commission ("SEC") on March 10, 2022 (the "2021 Annual
Report on Form 10-K"). This discussion contains forward-looking statements based
upon current plans, expectations and beliefs involving risks and uncertainties.
Our actual results may differ materially from those anticipated in these
forward-looking statements as a result of various factors, including those set
forth in Part II, Item 1A. "Risk Factors" and other factors set forth in other
parts of this Quarterly Report on Form 10-Q.

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Our mission is to celebrate, empower and serve those who serve others.



We are a founder-led, direct-to-consumer healthcare apparel and lifestyle brand
that seeks to celebrate, empower and serve current and future generations of
healthcare professionals. We are committed to helping this growing, global
community of professionals, whom we refer to as Awesome Humans, look, feel and
perform at their best-24/7, 365 days a year. We create technically advanced
apparel and products that feature an unmatched combination of comfort,
durability, function and style, all at an affordable price. In doing so, we have
redefined what scrubs are-giving rise to our tag-line: why wear scrubs, when you
can #wearFIGS?

We have revolutionized the large and fragmented healthcare apparel market. We
branded a previously unbranded industry and de-commoditized a previously
commoditized product-elevating scrubs and creating premium products for
healthcare professionals. Most importantly, we built a community and lifestyle
around a profession. As a result, we have become the industry's
category-defining healthcare apparel and lifestyle brand.

We generate revenue by selling technically advanced apparel for the modern
healthcare professional. Our offerings include scrubwear, as well as lifestyle
apparel and other non-scrub offerings, such as lab coats, underscrubs,
outerwear, loungewear, compression socks and footwear. We design all of our
products in-house, leverage third-party suppliers and manufacturers to produce
our raw materials and finished products, and utilize shallow initial buys and
data-driven repurchasing decisions to test new products. We directly and
actively manage every step of our product development and production process to
ensure that our extremely high quality standards are met. We also have a highly
efficient merchandising model-due to the largely non-discretionary,
replenishment nature of healthcare apparel, we maintain low inventory risk
driven by a high volume of repeat purchases and a focus on our core scrubs
offerings. We primarily market and sell our products through our digital
platform, consisting of our website and mobile app, to a rapidly growing
community of loyal customers.

At June 30, 2022, we had approximately 2.0 million active customers. Our
customers come to us through word of mouth referrals, as well as through our
data-driven brand and performance marketing efforts. See the section titled "Key
Operating Metrics and Non-GAAP Financial Measures" for a definition of active
customers.

In the three and six months ended June 30, 2022, we had the following results compared to the same periods in 2021:

•Expanded our community of active customers by 26.2% from approximately 1.6 million at June 30, 2021 to approximately 2.0 million at June 30, 2022;



•Net revenues increased from $101.1 million to $122.2 million for the three
months ended June 30, 2022, and from $188.2 million to $232.3 million for the
six months ended June 30, 2022, representing 20.9% and 23.5% year-over-year
growth, respectively;

•Gross margin decreased 2.7 percentage points from 73.3% to 70.6% for the three
months ended June 30, 2022, and 1.6 percentage points from 72.5% to 70.9% for
the six months ended June 30, 2022;

•Net operating income (loss) increased from $(32.1) million to $9.5 million for
the three months ended June 30, 2022, and from $(16.0) million to $23.2 million
in the six months ended June 30, 2022;

•Adjusted EBITDA decreased from $26.8 million to $21.5 million for the three
months ended June 30, 2022, and decreased from $51.1 million to $46.5 million
for the six months ended June 30, 2022, representing an Adjusted EBITDA Margin
of 17.6% and 20.0%, respectively;

•Cash flows from operations decreased from $32.7 million to $(26.5) million for the six months ended June 30, 2022; and

•Free cash flow decreased from $31.7 million to $(28.3) million for the six months ended June 30, 2022.



See the section titled "Key Operating Metrics and Non-GAAP Financial Measures"
for information regarding Adjusted EBITDA, Adjusted EBITDA Margin and free cash
flow, including a reconciliation to the most directly comparable financial
measures prepared in accordance with U.S. generally accepted accounting
principles ("GAAP").

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COVID-19 and Macroeconomic Update



During the quarter ended June 30, 2022, the ongoing COVID-19 pandemic and the
global macroeconomic environment have continued to negatively impact global
supply chains and cause challenges to logistics, including causing ocean freight
reliability and capacity issues, increased volatility in ocean freight transit
times, port congestion, increased ocean and air freight rates and labor
shortages. Certain of our ocean freight providers, as well as some of our
suppliers and manufacturers, have previously experienced delays and shutdowns,
and could experience delays and shutdowns again in the future due to the
COVID-19 pandemic.

As we continue to seek to timely and cost effectively fulfill orders and ship
products to our customers, we have continued to take measures to mitigate these
macroeconomic challenges to which we are not immune. For example, to meet our
customers' expectations, in the quarter ended June 30, 2022, we continued to
ship goods earlier from our manufacturers and suppliers when possible and
adjusted shipments to alternate origin and destination ports to largely mitigate
delays. We have also continued to use more expensive air freight, which
increased our cost of goods sold. We have also adjusted our product and color
launch calendar to accommodate new delivery timelines.

We believe we have generally managed effectively through COVID-19 supply chain
challenges, including as a result of our replenishment-driven model, and we
expect to continue to take measures to mitigate these challenges. In the quarter
ended June 30, 2022 we continued to manage supply-chain related challenges,
including volatility in ocean freight transit times, and we expect we will
continue to contend with unpredictable ocean transit times, elevated ocean and
air freight rates and other COVID-19 related supply chain challenges at least
through the end of 2022. To continue to mitigate these challenges going forward,
we expect to continue to use air freight at least through the end of 2022 and
until ocean freight transit times become more predictable.

In the quarter ended June 30, 2022, we also experienced higher than expected
inventory receipts largely due to volatility in ocean freight transit times,
which in turn resulted in increased costs associated with storing such
inventory. As a general matter, our inventory investments will fluctuate with
the needs of our business. For example, entering new locations and expanding to
new categories all require additional investments in inventory. Shifts in
inventory levels may result in fluctuations in the percentage of full price
sales, levels of markdowns, merchandise mix, as well as gross margin.
Nevertheless, because more than 85% of our production utilizes our main
scrubwear fabric technology FIONx and a substantial amount of our revenue is
generated by our core scrubwear styles in core colors, which are in demand
year-round, we have been able to produce our raw materials and finished products
farther in advance and hold greater inventory without significant risk of
obsolescence or exposure to seasonality.

In the quarter ended June 30, 2022, we also continued to see trends soften due
to macroeconomic factors such as high inflation and shifts in consumer spending
patterns. While we believe our largely non-discretionary, replenishment-driven
business model is particularly resilient even in the current environment, we are
not completely immune to these factors, which, in turn, could adversely affect
our results of operations, in the near term.

We continue to monitor the impacts of the COVID-19 pandemic, which may continue
to adversely affect workforces, supply chains, economies and financial markets
globally, potentially leading to an economic downturn or recession and a
reduction in consumer spending or an inability for our suppliers, vendors or
other parties with whom we do business to meet their contractual obligations,
any of which could negatively impact our business and results of operations.

Key Factors Affecting Our Performance



We believe that our performance and future success depend on a number of factors
that present significant opportunities for us. There have been no material
changes to such factors from those described in our 2021 Annual Report on Form
10-K under the heading "Key Factors Affecting Our Performance." Those factors
also pose risks and challenges, including those discussed in Part II, Item 1A.
"Risk Factors" of this Quarterly Report on Form 10-Q.

Components of our Results of Operations

Net Revenues



Net revenues consist of sales of healthcare apparel, footwear and other products
primarily through our digital platform. We recognize product sales at the time
control is transferred to the customer, which is when the product is shipped to
the customer. Net revenues represent the sale of these items and shipping
revenue, net of estimated returns and

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discounts. Net revenues are primarily driven by the growth in the number of active customers, the frequency with which customers purchase and the average order value ("AOV").



Cost of Goods Sold

Cost of goods sold consists principally of the cost of purchased merchandise and
includes import duties and other taxes, freight-in, defective merchandise
returned by customers, inventory write-offs and other miscellaneous shrinkage.
Our cost of goods sold has and may continue to fluctuate with the cost of the
raw materials used in our products and freight costs.

Gross Profit and Gross Margin



We define gross profit as net revenues less cost of goods sold. Gross margin is
gross profit expressed as a percentage of net revenues. Our gross margin has
fluctuated historically and may continue to fluctuate from period to period
based on a number of factors, including the timing and mix of the product
offerings we sell as well as our ability to reduce costs, in any given period.

Operating Expenses

Our operating expenses consist of selling, marketing and general and administrative expenses.

Selling



Selling expenses represent the costs incurred for fulfillment, selling and
distribution. Fulfillment expenses consist of costs incurred in operating and
staffing a third-party fulfillment center, including costs associated with
inspecting and warehousing inventories and picking, packaging and preparing
customer orders for shipment. Selling and distribution expenses consist
primarily of shipping and other transportation costs incurred in delivering
merchandise to customers and from customers returning merchandise, merchant
processing fees and packaging. We expect fulfillment, selling and distribution
costs to increase in absolute dollars as we increase our net revenues.

Marketing



Marketing expenses consist primarily of online performance marketing costs, such
as retargeting, paid search and product listing advertisements, paid social
media advertisements, search engine optimization, personalized email and mobile
push notifications through our app. Marketing expenses also include our spend on
brand marketing channels, including billboards, podcasts, commercials, photo and
video shoot development, expenses associated with our Ambassador Program and
other forms of online and offline marketing. We expect our marketing expenses to
increase in absolute dollars as we continue to grow our business.

General and Administrative



General and administrative expenses consist primarily of employee-related costs,
including salaries, bonuses, benefits, stock-based compensation, other related
costs and other general overhead, including certain third-party consulting and
contractor expenses, certain facilities costs, software expenses, legal expenses
and recruiting fees. We expect our general and administrative expenses to
increase in absolute dollars as we continue to grow our business. We also
anticipate that we will continue to incur significant additional legal,
accounting, insurance, investor relations and other expenses to support our
operations as a public company, including costs associated with our compliance
with the Sarbanes-Oxley Act.

Other Income (Loss), Net

Other income (loss), net consists of interest income or expense associated with
debt financing arrangements, amortization of debt issuance costs and interest
income earned on investments, as well as gain or loss on foreign currency,
primarily driven by payment to vendors for amounts not denominated in U.S.
dollars.

Provision for Income Taxes

Our provision for income taxes consists of an estimate of federal and state income taxes based on enacted federal and state tax rates, as adjusted for allowable credits, deductions and uncertain tax positions.


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Seasonality



Unlike the traditional apparel industry, the healthcare apparel industry is
generally not seasonal in nature. However, we historically have generated a
greater proportion of net revenues, and incurred higher selling and marketing
expenses, during the fourth quarter of the year compared to other quarters, in
part due to our decision to conduct select promotions during the holiday season,
and we expect these trends to continue.

Results of Operations

Three Months Ended June 30, 2022, Compared to Three Months Ended June 30, 2021

The following table sets forth information comparing the components of our results of operations for the periods indicated and our results of operations as a percentage of net revenues for the periods presented.



                                                    Three months ended                           Three months ended
                                                         June 30,                                     June 30,
                                                  2022               2021                   2022                      2021
                                                      (in thousands)                      (as a percentage of net revenues)
Net revenues                                  $ 122,247          $ 101,117                       100.0  %                100.0  %
Cost of goods sold                               35,899             26,964                           29.4                    26.7
Gross profit                                     86,348             74,153                           70.6                    73.3
Operating expenses
Selling                                          26,803             19,222                           21.9                    19.0
Marketing                                        20,824             15,488                           17.0                    15.3
General and administrative(1)                    29,270             71,504                           23.9                    70.7
Total operating expenses                         76,897            106,214                           62.8                   105.0
Net income from operations                        9,451            (32,061)                           7.8                  (31.7)
Other income (loss), net                             70                (31)                           0.1                     0.0
Net income before provision for income taxes      9,521            (32,092)                           7.9                  (31.7)
Provision for income taxes                        4,669              8,454                            3.8                     8.4
Net income and comprehensive income           $   4,852          $ (40,546)                        4.1  %                (40.1) %


(1) Includes stock-based compensation expense of $8.8 million and $56.0 million for the three months ended June 30, 2022 and 2021, respectively.

Net Revenues



                   Three months ended
                        June 30,              Change
                  2022           2021           %
                     (in thousands)

Net revenues $ 122,247 $ 101,117 20.9 %




Net revenues increased by $21.1 million, or 20.9%, for the three months ended
June 30, 2022, compared to the same period last year. The increase in net
revenues was driven primarily by an increase in orders as a result of strong
retention of existing customers and new customer acquisition and, to a lesser
extent, an increase in AOV.

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Cost of Goods Sold

                         Three months ended
                              June 30,               Change
                        2022           2021
                           (in thousands)
Cost of goods sold   $ 35,899       $ 26,964           33.1  %
Gross profit           86,348         74,153           16.4  %
Gross margin             70.6  %        73.3  %      (270) bps


Cost of goods sold increased by $8.9 million, or 33.1%, for the three months
ended June 30, 2022, compared to the same period last year. This increase was
primarily driven by an increase in the total number of orders in the second
quarter of 2022 as compared to the same period in 2021.

Gross profit increased by $12.2 million, or 16.4%, for the three months ended June 30, 2022, compared to the same period last year, primarily due to the increase in the total number of orders, compared to the same period in 2021.

Gross margin decreased by 2.7 percentage points for the three months ended June 30, 2022, compared to the same period last year. The decrease in gross margin was primarily related to increased ocean and air freight rates, an increase in freight-in driven by higher utilization of more expensive air freight, and product mix shift.



Operating Expenses

                                  Three months ended
                                       June 30,              Change
                                  2022           2021           %
                                    (in thousands)
Operating expenses:
Selling                       $   26,803      $ 19,222        39.4  %
Marketing                         20,824        15,488        34.5  %
General and administrative        29,270        71,504       (59.1) %
Total operating expenses          76,897       106,214       (27.6) %


Operating expenses decreased by $29.3 million, or 27.6%, for the three months
ended June 30, 2022, compared to the same period last year and, as a percentage
of net revenues, decreased by 42.2 percentage points, primarily driven by a
decrease in general and administrative expenses as described below.

Selling expense increased by $7.6 million, or 39.4%, for the three months ended
June 30, 2022, compared to the same period last year and, as a percentage of net
revenues, increased by 2.9 percentage points. The increase in selling expense as
a percentage of net revenues was primarily driven by higher shipping expense as
a result of rate increases and, to a lesser extent, higher fulfillment expenses.
These higher expenses were partially offset by leverage in shipping and
fulfillment as a result of an increase in AOV.

Marketing expense increased by $5.3 million, or 34.5%, for the three months
ended June 30, 2022, compared to the same period last year and, as a percentage
of net revenues, increased by 1.7 percentage points. The increase in marketing
expense as a percentage of net revenues was primarily due to increased
investment in brand marketing, including increased investments in our Ambassador
Program and offline marketing. This increase was partially offset by increased
efficiency of our performance marketing expenses.

General and administrative expense decreased by $42.2 million, or 59.1%, for the
three months ended June 30, 2022, compared to the same period last year and, as
a percentage of net revenues, decreased by 46.8 percentage points. The decrease
in general and administrative expense as a percentage of net revenues was
primarily due to a decrease in stock-based compensation expense, partially
offset by increased public company costs.

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Other Income (Loss), Net

                                 Three months ended
                                      June 30,                 Change
                                  2022             2021          %
                                   (in thousands)
Other income (loss), net   $     70               $ (31)      (325.8) %


Other income (loss), net increased for the three months ended June 30, 2022,
compared to the same period last year, primarily related to an increase in our
interest income driven by higher interest rates as well as a decrease in
interest expense related to our revolving credit commitment fee.

Provision for Income Taxes

                                   Three months ended
                                        June 30,                Change
                                    2022            2021           %
                                     (in thousands)
Provision for income taxes    $    4,669          $ 8,454       (44.8) %


Provision for income taxes decreased by $3.8 million, or 44.8% for the three
months ended June 30, 2022, compared to the same period last year, primarily due
to a decrease in pre-tax income excluding the impact of stock-based compensation
expense related to our initial public offering ("IPO") in the prior year. Our
effective tax rate was 49.0% for the quarter, up from the same period last year
primarily due to the impact of certain non-deductible items including
stock-based compensation expense.


Six Months Ended June 30, 2022, Compared to Six Months Ended June 30, 2021

The following table sets forth information comparing the components of our results of operations for the periods indicated and our results of operations as a percentage of net revenues for the periods presented.



                                                    Six months ended                                 Six months ended
                                                        June 30,                                         June 30,
                                                 2022               2021                       2022                    2021
                                                     (in thousands)                          (as a percentage of net revenues)

Net revenues                                 $ 232,348          $ 188,196                         100.0  %                100.0  %
Cost of goods sold                              67,569             51,683                             29.1                    27.5
Gross profit                                   164,779            136,513                             70.9                    72.5
Operating expenses
Selling                                         48,861             36,337                             21.0                    19.3
Marketing                                       36,232             26,327                             15.6                    14.0
General and administrative(1)                   56,490             89,850                             24.3                    47.7
Total operating expenses                       141,583            152,514                             60.9                    81.0
Net income from operations                      23,196            (16,001)                            10.0                   (8.5)
Other income (loss), net                            78                (69)                             0.0                   (0.0)
Net income before provision for income taxes    23,274            (16,070)                            10.0                   (8.5)
Provision for income taxes                       9,523             13,036                              4.1                     6.9

Net income and comprehensive income $ 13,751 $ (29,106)

                         5.9  %                (15.5) %


(1) Includes stock-based compensation expense of $17.3 million and $61.0 million for the six months ended June 30, 2022 and 2021, respectively.


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Net Revenues

                    Six months ended
                        June 30,              Change
                  2022           2021           %
                     (in thousands)
Net revenues   $ 232,348      $ 188,196       23.5  %


Net revenues increased by $44.2 million, or 23.5%, for the six months ended
June 30, 2022, compared to the same period last year. The increase in net
revenues was driven by both strong AOV growth and an increase in orders as a
result of strong retention of existing customers and new customer acquisition.

Cost of Goods Sold

                          Six months ended
                              June 30,               Change
                        2022           2021
                           (in thousands)
Cost of goods sold   $ 67,569       $ 51,683           30.7  %
Gross profit          164,779        136,513           20.7  %
Gross margin             70.9  %        72.5  %      (160) bps


Cost of goods sold increased by $15.9 million, or 30.7%, for the six months
ended June 30, 2022, compared to the same period last year. This increase was
primarily driven by an increase in the total number of orders in the first half
of 2022 compared to the same period in 2021.

Gross profit increased by $28.3 million, or 20.7%, for the six months ended June 30, 2022, compared to the same period last year, primarily due to the increase in the total number of orders, compared to the same period in 2021.



Gross margin decreased 1.6 percentage points for the six months ended June 30,
2022, compared to the same period last year. The decrease in gross margin was
primarily related to an increase in freight-in driven by higher utilization of
more expensive air freight and increased ocean and air freight rates.

Operating Expenses

                                  Six months ended
                                      June 30,             Change
                                 2022          2021           %
                                   (in thousands)
Operating expenses:
Selling                       $ 48,861      $ 36,337        34.5  %
Marketing                       36,232        26,327        37.6  %

General and administrative 56,490 89,850 (37.1) % Total operating expenses 141,583 152,514 (7.2) %




Operating expenses decreased by $10.9 million, or 7.2%, for the six months ended
June 30, 2022, compared to the same period last year and, as a percentage of net
revenues, decreased by 20.1 percentage points, primarily driven by a decrease in
general and administrative expenses as described below.

Selling expense increased by $12.5 million, or 34.5%, for the six months ended
June 30, 2022, compared to the same period last year and, as a percentage of net
revenues, increased by 1.7 percentage points. The increase in selling expense as
a percentage of net revenues was primarily driven by higher shipping expense as
a result of rate increases. This higher expense was partially offset by leverage
in shipping as a result of an increase in AOV.

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Marketing expense increased by $9.9 million, or 37.6%, for the six months ended
June 30, 2022, compared to the same period last year and, as a percentage of net
revenues, increased by 1.6 percentage points. The increase in marketing expense
as a percentage of net revenues was primarily due to increased investment in
brand marketing, including increased investments in our Ambassador Program and
offline marketing. This increase was partially offset by increased efficiency of
our performance marketing expenses.

General and administrative expense decreased by $33.4 million, or 37.1%, for the
six months ended June 30, 2022, compared to the same period last year and, as a
percentage of net revenues, decreased by 23.4 percentage points. The decrease in
general and administrative expense as a percentage of net revenues was primarily
due to a decrease in stock-based compensation expense, partially offset by
increased public company costs.

Other Income (Loss), Net

                                 Six months ended
                                     June 30,                Change
                                 2022            2021          %
                                  (in thousands)
Other income (loss), net   $     78             $ (69)      (213.0) %

Other income (loss), net increased for the six months ended June 30, 2022, compared to the same period last year, primarily related to an increase in our interest income driven by higher interest rates as well as a decrease in interest expense related to our revolving credit commitment fee.



Provision for Income Taxes

                                  Six months ended
                                      June 30,             Change
                                 2022          2021           %
                                   (in thousands)
Provision for income taxes    $  9,523      $ 13,036       (26.9) %


Provision for income taxes decreased by $3.5 million, or 26.9% for the six
months ended June 30, 2022, primarily due to a decrease in pre-tax income
excluding the impact of stock-based compensation expense related to our IPO in
the prior year. Our effective tax rate was 40.9% for the six months ended
June 30, 2022, up from the same period last year primarily due to the impact of
certain non-deductible items, including stock-based compensation expense.

Key Operating Metrics and Non-GAAP Financial Measures



We report our financial results in accordance with GAAP. In addition to the
measures presented in our financial statements, we use the following key
operational and business metrics to evaluate our business, measure our
performance, develop financial forecasts and make strategic decisions. We
believe the non-GAAP financial measures, Adjusted EBITDA, Adjusted EBITDA Margin
and free cash flow, are useful in evaluating our performance. Our non-GAAP
financial measures should not be considered in isolation from, or as substitutes
for, financial information prepared in accordance with GAAP.

Active Customers, Net Revenues per Active Customer, and Average Order Value



The number of active customers is an important indicator of our growth as it
reflects the reach of our digital platform, our brand awareness and overall
value proposition. We define an active customer as a unique customer account
that has made at least one purchase in the preceding 12-month period. In any
particular period, we determine our number of active customers by counting the
total number of customers who have made at least one purchase in the preceding
12-month period, measured from the last date of such period.

                              As of June 30,
                        2022                    2021
                              (in thousands)
Active customers      2,047                    1,622


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We believe the growth in our net revenues per active customer demonstrates our
increased value proposition for our customer base. We define net revenues per
active customer as the sum of total net revenues in the preceding twelve month
period divided by the current period active customers.

                                         As of June 30,
                                         2022          2021

Net revenues per active customer $ 227 $ 219




We define average order value ("AOV") as the sum of the total net revenues in a
given period divided by the total orders placed in that period. Total orders are
the summation of all completed individual purchase transactions in a given
period. We believe our relatively high average order value demonstrates the
premium nature of our product. As we expand into and increase our presence in
additional product categories and price points as well as expand
internationally, AOV may fluctuate.

                              Three months ended                 Six months ended
                                   June 30,                          June 30,
                                2022             2021            2022            2021
Average order value     $      109              $ 103      $     112            $ 101

Adjusted EBITDA and Adjusted EBITDA Margin



We calculate Adjusted EBITDA as net income (loss) adjusted to exclude: other
income (loss), net; gain/loss on disposal of assets; provision for income taxes;
depreciation and amortization expense; stock-based compensation expense;
transaction costs; and expenses related to non-ordinary course disputes.
Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by net
revenues.

Management believes that excluding certain non-cash items and items that may
vary substantially in frequency and magnitude period-to-period from net income
provides useful supplemental measures that assist in evaluating our ability to
generate earnings, provide consistency and comparability with our past financial
performance and facilitate period-to-period comparisons of our core operating
results as well as the results of our peer companies.

There are several limitations related to the use of Adjusted EBITDA and Adjusted EBITDA Margin as analytical tools, including:

•other companies may calculate Adjusted EBITDA and Adjusted EBITDA Margin differently, which reduces their usefulness as a comparative measure;

•Adjusted EBITDA and Adjusted EBITDA Margin do not reflect other income (loss), net;

•Adjusted EBITDA and Adjusted EBITDA Margin do not reflect any gain or loss on disposal of assets;

•Adjusted EBITDA and Adjusted EBITDA Margin do not reflect our tax provision, which reduces cash available to us;



•Adjusted EBITDA and Adjusted EBITDA Margin do not reflect recurring, non-cash
expenses of depreciation and amortization of property and equipment and,
although these are non-cash expenses, the assets being depreciated and amortized
may have to be replaced in the future;

•Adjusted EBITDA and Adjusted EBITDA Margin do not reflect the impact of stock-based compensation expense;

•Adjusted EBITDA and Adjusted EBITDA Margin do not reflect transaction costs; and

•Adjusted EBITDA and Adjusted EBITDA Margin do not reflect expenses related to non-ordinary course disputes.


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The following table reflects a reconciliation of Adjusted EBITDA to net income
(loss), the most directly comparable financial measure prepared in accordance
with GAAP:

                                               Three months ended                           Six months ended
                                                    June 30,                                    June 30,
                                             2022               2021                     2022               2021
                                                                (in thousands, except margin)
Net income (loss)                        $   4,852          $ (40,546)               $  13,751          $ (29,106)
Add (deduct):
Other income (loss), net                       (70)                31                      (78)                69
Provision for income taxes                   4,669              8,454                    9,523             13,036
Depreciation and amortization expense(1)       433                344                      808                656
Stock-based compensation and related
expense(2)                                   8,808             56,716                   17,254             61,731
Transaction costs                                -               (186)                       -                339
Expenses related to non-ordinary course
disputes(3)                                  2,787              1,980                    5,204              4,416
Adjusted EBITDA                          $  21,479          $  26,793                $  46,462          $  51,141
Adjusted EBITDA Margin                        17.6  %            26.5  %                  20.0  %            27.2  %

(1) Excludes amortization of debt issuance costs included in "Other income (loss), net."

(2) Includes stock-based compensation expense and payroll taxes related to equity award activity.



(3) Represents certain legal fees incurred in connection with the litigation
claims described in the section titled "Legal Proceedings" appearing in this
Quarterly Report on Form 10-Q.

Free Cash Flow



We calculate free cash flow as net cash provided by operating activities reduced
by capital expenditures, including purchases of property and equipment and
capitalized software development costs. We believe free cash flow is a useful
measure of liquidity and an additional basis for assessing our ability to
generate cash. There are limitations related to the use of free cash flow as an
analytical tool, including: other companies may calculate free cash flow
differently, which reduces its usefulness as a comparative measure; and free
cash flow does reflect our future contractual commitments and it does not
represent the total residual cash flow for a given period.

The following table presents a reconciliation of free cash flow to net cash (used in) provided by operating activities, the most directly comparable financial measure calculated in accordance with GAAP:



                                                                       Six months ended June 30,
                                                                       2022                  2021
                                                                            (in thousands)
Net cash (used in) provided by operating activities              $      (26,535)         $   32,741
Less: capital expenditures                                               (1,727)             (1,023)
Free cash flow                                                   $      (28,262)         $   31,718

Liquidity and Capital Resources



As of June 30, 2022 and December 31, 2021, we had $170.2 million and $195.4
million of cash and cash equivalents, respectively. Since inception, we have
financed operations primarily through cash flow from operating activities, the
sale of our capital stock and borrowings under credit facilities.

In December 2020, we entered into a credit agreement with J.P. Morgan Chase
Bank, N.A., providing for a revolving credit facility in an initial amount of up
to $50.0 million (the "2020 Facility"). On September 7, 2021, we terminated the
2020 Facility.

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In September 2021, we entered into a credit agreement with Bank of America, N.A.
providing for a revolving credit facility in an amount of up to $100.0 million
(the "2021 Facility"). The 2021 Facility will mature in September 2026. As of
June 30, 2022, we had no outstanding borrowings under the 2021 Facility (other
than $4.4 million of outstanding letters of credit) and available borrowings of
$95.6 million.

See Note 8 to our condensed financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information regarding the 2021 Facility.



Our cash requirements have primarily been for working capital and capital
expenditures. We believe that existing cash and cash equivalents and available
borrowings under our 2021 Facility, if needed, will be sufficient to support
working capital and capital expenditure requirements for at least the next 12
months. Our future capital requirements may vary materially from those currently
planned and will depend on many factors, including our rate of revenue growth,
the timing and extent of international expansion efforts and other growth
initiatives, the expansion of our marketing activities and overall economic
conditions. To the extent that current and anticipated future sources of
liquidity are insufficient to fund our future business activities and
requirements, we may be required to seek additional equity or debt financing.
The sale of additional equity would result in additional dilution to our
stockholders. The incurrence of additional debt financing would result in debt
service obligations and the instruments governing such debt could provide for
operating and financing covenants that would restrict our operations. There can
be no assurances that we will be able to raise additional capital when needed or
on terms acceptable to us. The inability to raise capital if needed would
adversely affect our ability to achieve our business objectives.

Historical Cash Flows

The following table summarizes our cash flows for the periods presented:



                                                                         Six months ended
                                                                             June 30,
                                                                     2022                2021
                                                                          (in thousands)
Net cash (used in) provided by operating activities              $  (26,535)         $   32,741
Net cash used in investing activities                                (2,227)             (1,023)
Net cash provided by financing activities                             1,552              74,117
Net (decrease) increase in cash, cash equivalents, and
restricted cash                                                  $  (27,210)         $  105,835


Operating Activities

Cash (used in) provided by operating activities consists primarily of net income
adjusted for certain items including depreciation and amortization, stock-based
compensation expense and the effect of changes in operating assets and
liabilities.

Cash (used in) provided by operating activities decreased by $59.3 million for
the six months ended June 30, 2022, compared to the same period last year. The
change in operating cash flows was primarily due to a net change in operating
assets and liabilities of $56.1 million driven by higher inventory purchases and
the timing of payments against payable and accrued expense balances during the
comparable six month period in 2021.

Investing Activities

Cash used in investing activities relates to capital expenditures and other investing activities.



Cash used in investing activities increased by $1.2 million for the six months
ended June 30, 2022, compared to the same period last year. The change in
investing cash flows was primarily due to an increase in capital expenditures
and cash used for the purchase of held-to-maturity securities.

Capital expenditures during the six months ended June 30, 2022 were primarily related to capitalized software development costs, purchases of computer equipment, and purchases of office equipment.



Capital expenditures during the six months ended June 30, 2021 were primarily
related to purchases of computer equipment, purchases of furniture and fixtures,
and capitalized software development costs.

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Financing Activities

Cash provided by financing activities consists primarily of proceeds and payments related to transactions involving our common stock, borrowings, and fees associated with our existing line of credit.



Cash provided by financing activities of $1.6 million for the six months ended
June 30, 2022 was primarily attributable to proceeds from stock option exercises
and employee stock purchases.

Cash provided by financing activities was $74.1 million for the six months ended
June 30, 2021, which was attributable to proceeds from our IPO and proceeds from
stock option exercises, partially offset by tax payments related to net share
settlements on restricted stock units.

Contractual Obligations and Commitments

There have been no material changes to our contractual obligations from those described in our 2021 Annual Report on Form 10-K.



Refer to Note 9 to our condensed financial statements appearing elsewhere in
this Quarterly Report on Form 10-Q for commitments entered into during the six
months ended June 30, 2022.

Critical Accounting Policies and Estimates



Our condensed financial statements and the related notes thereto included
elsewhere in this Quarterly Report on Form 10-Q are prepared in accordance with
GAAP. The preparation of financial statements requires us to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue,
costs and expenses and related disclosures. We base our estimates on historical
experience and on various other assumptions that we believe to be reasonable
under the circumstances. Actual results could differ significantly from our
estimates. To the extent that there are differences between our estimates and
actual results, our future financial statement presentation, financial
condition, results of operations and cash flows will be affected.

Our critical accounting policies are described under the heading "Management's
Discussion and Analysis of Financial Condition and Results of
Operations-Critical Accounting Policies and Estimates" in our 2021 Annual Report
on Form 10-K, and in Note 2 to our condensed financial statements appearing
elsewhere in this Quarterly Report on Form 10-Q.

Recent Accounting Pronouncements



Refer to Note 2 to our condensed financial statements appearing elsewhere in
this Quarterly Report on Form 10-Q for a discussion of accounting pronouncements
recently adopted and their impact to our financial statements.

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