You should read the following discussion and analysis of our financial condition
and results of operations together with our unaudited condensed consolidated
financial statements and related notes included elsewhere in this Quarterly
Report on Form 10-Q and our audited consolidated financial statements and
related notes included in our fiscal 2021 Annual Report on Form 10-K filed with
the Securities and Exchange Commission ("SEC") on March 18, 2022 (the "Annual
Report"). Data as of and for the three months ended March 31, 2022 and 2021 has
been derived from our unaudited condensed consolidated financial statements.
Results for any interim period should not be construed as an inference of what
our results would be for any full fiscal year or future period. This discussion
and other parts of this Quarterly Report on Form 10-Q contain forward-looking
statements, such as those relating to our plans, objectives, expectations,
intentions, and beliefs, which involve risks and uncertainties. Our actual
results could differ materially from those discussed in these forward-looking
statements. Factors that could cause or contribute to such differences include,
but are not limited to, those identified below and those discussed in the
section titled "Special Note Regarding Forward-Looking Statements" in this
Quarterly Report on Form 10-Q and in Part I, Item 1A, Risk Factors, in the
Annual Report.

Overview

A pioneer of the direct-to-consumer model, Warby Parker is one of the fastest-growing brands at scale in the United States. We are a mission-driven, lifestyle brand that operates at the intersection of design, technology, healthcare, and social enterprise.

Since day one, our focus on delighting customers and doing good has created a foundation for continuous innovation:



•We aim to provide customers with the highest-quality product possible by
designing glasses at our headquarters in New York City, using custom materials,
and selling direct to the customer. By cutting out the middleman, we are able to
sell our products at a lower price than many of our competitors and pass the
savings on to our customers. In addition to lower prices, we introduced simple,
unified pricing (glasses starting at $95, including prescription lenses) to the
eyewear market.
•We've built a seamless shopping experience that meets customers where and how
they want to shop, whether that's on our website, on our mobile app, or in our
more than 160 retail stores.
•We've crafted a holistic vision care offering that extends beyond glasses to
include contacts, vision tests and eye exams, vision insurance, and beyond. We
leverage leading (and in many cases proprietary) technology to enhance our
customers' experiences, whether it's to help them find a better-fitting frame
using our Virtual Try-On tool, or to update their prescription from home using
Virtual Vision Test, our telehealth app.
•We recruit and retain highly engaged, motivated team members who are driven by
our commitment to scaling a large, growing business while making an impact and
are excited to connect their daily work back to our mission.
•We are a public benefit corporation focused on positively impacting all
stakeholders, and hope to inspire other entrepreneurs and businesses to think
along the same lines. Working closely with our nonprofit partners, we distribute
glasses to people in need in more than 50 countries globally and many parts of
the United States. Over 10 million more people now have the glasses they need to
learn, work, and achieve better economic outcomes through our Buy a Pair, Give a
Pair program.

We generate revenue through selling our wide array of prescription and
non-prescription eyewear, including glasses, sunglasses, and contact lenses. We
also generate revenue from providing eye exams and vision tests, and selling
eyewear accessories. We maintain data across the entire customer journey that
allows us to develop deep insights, informing our innovation priorities and
enabling us to create a highly personalized, brand-enhancing experience for our
customers. We have built an integrated, multichannel presence that we believe
deepens our relationship with existing customers while broadening reach and
accessibility. And while we have the ability to track where our customers
transact, we're channel agnostic to where the transaction takes place and find
that many of our customers engage with us across both digital and physical
channels; for example, many customers who check out online also visit a store
throughout their customer journey, while others choose to browse online before
visiting one of our stores.

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Financial Highlights
For the three months ended March 31, 2022 and March 31, 2021:

•we generated net revenue of $153.2 million and $139.0 million, respectively;
•we generated gross profit of $89.6 million and $83.8 million, respectively,
representing a gross profit margin of 58.5% and 60.3%, respectively;
•we generated net (loss) income of $(34.1) million and $3.0 million,
respectively; and
•we generated adjusted EBITDA of $0.8 million and $9.3 million, respectively.

For a definition of adjusted EBITDA, a non-GAAP measure, and a reconciliation to
the most directly comparable GAAP measure, see the section titled "Key Business
Metrics and Certain Non-GAAP Financial Measures."

Direct Listing
On September 29, 2021, we completed a direct listing of our Class A common stock
(the "Direct Listing") on the New York Stock Exchange ("NYSE"). We incurred fees
related to financial advisory service, audit, and legal services in connection
with the Direct Listing and recorded general and administrative expenses of $0.3
million for the three months March 31, 2021.

Impact of COVID-19
The health and safety of our customers and employees remains our top priority,
and to that end we will continue to monitor developments related to the COVID-19
pandemic and adjust policies and operations as needed. We have developed
procedures to enable us to responsibly and efficiently open or close locations
and adjust operations as needed. We have onboarded and continue to onboard new
suppliers, as well as enhance inventory planning and monitoring capabilities. We
have experienced minimal supply chain disruptions through the first quarter of
2022 and we expect the actions we have taken will help to mitigate supply chain
disruptions in future quarters, although the future trajectory of the COVID-19
pandemic is still unknown. The full extent to which the COVID-19 pandemic,
including the Omicron or other variants, will directly or indirectly impact our
business, operations, and financial condition will depend on future developments
that are highly uncertain and cannot be accurately predicted. Given the
uncertainty, we cannot estimate the financial impact of the pandemic on our
future results of operations, cash flows, or financial condition. For additional
details, refer to the risks described in our Annual Report, including those
described in Part I, Item 1A. "Risk Factors."

Key Business Metrics and Certain Non-GAAP Financial Measures
In addition to the measures presented in our condensed consolidated financial
statements, we use the following key business metrics and certain non-GAAP
financial measures to evaluate our business, measure our performance, develop
financial forecasts, and make strategic decisions. The following table
summarizes our key performance indicators and non-GAAP financial measures for
each period presented below, which are unaudited.

                                           Three Months Ended March 31,
                                         2022                          2021
Active Customers (in millions)            2.23                         1.89
Store Count(1)                             169                          134
Adjusted EBITDA(2) (in thousands)   $      774                      $ 9,264
Adjusted EBITDA margin(2)                  0.5  %                       6.7  %


__________________
(1)Store Count number at the end of the period indicated.
(2)Adjusted EBITDA and adjusted EBITDA margin are supplemental measures of our
performance that are not required by, or presented in accordance with, GAAP.
Adjusted EBITDA and adjusted EBITDA margin are not measurements of our financial
performance under GAAP and should not be considered as an alternative to net
loss or any other performance measure derived in accordance with GAAP.

Active Customers
The number of Active Customers is a key performance measure that we use to
assess the reach of our physical retail stores and digital platform as well as
our brand awareness. We define an Active Customer as a unique customer that has
made at least one purchase in the preceding 12-month 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. Given our definition of a customer is a unique
customer that has made at

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least one purchase, it can include either an individual person or a household of more than one person utilizing a single account.



Store Count
Store Count is a key performance measure that we use to reach consumers and
generate incremental demand for our products. We define Store Count as the total
number of retail stores open at the end of a given period. We believe our retail
stores embody our brand, drive brand awareness, and serve as efficient customer
acquisition vehicles. Our results of operations have been and will continue to
be affected by the timing and number of retail stores that we operate.

As of March 31, 2022, 115 out of our 169 retail stores offered in-person eye exams.



Adjusted EBITDA and Adjusted EBITDA Margin
We define adjusted EBITDA as net income (loss) before interest and other income
(loss), taxes, and depreciation and amortization as further adjusted for
stock-based compensation expense and related employer payroll taxes, non-cash
charitable donations, and non-recurring costs such as direct listing or other
transaction costs. We define adjusted EBITDA margin as adjusted EBITDA divided
by net revenue. We caution investors that amounts presented in accordance with
our definitions of adjusted EBITDA and adjusted EBITDA margin may not be
comparable to similar measures disclosed by our competitors, because not all
companies and analysts calculate adjusted EBITDA and adjusted EBITDA margin in
the same manner. We present adjusted EBITDA and adjusted EBITDA margin because
we consider these metrics to be important supplemental measures of our
performance and believe they are frequently used by securities analysts,
investors, and other interested parties in the evaluation of companies in our
industry. Management believes that investors' understanding of our performance
is enhanced by including these non-GAAP financial measures as a reasonable basis
for comparing our ongoing results of operations.

Management uses adjusted EBITDA and adjusted EBITDA margin:



•as a measurement of operating performance because they assist us in evaluating
the operating performance of our business on a consistent basis, as they remove
the impact of items not directly resulting from our core operations;
•for planning purposes, including the preparation of our internal annual
operating budget and financial projections;
•to evaluate the performance and effectiveness of our operational strategies;
and
•to evaluate our capacity to expand our business.

By providing these non-GAAP financial measures, together with a reconciliation
to the most directly comparable GAAP measure, we believe we are enhancing
investors' understanding of our business and our results of operations, as well
as assisting investors in evaluating how well we are executing our strategic
initiatives. Adjusted EBITDA and adjusted EBITDA margin have limitations as
analytical tools, and should not be considered in isolation, or as an
alternative to, or a substitute for net loss or other financial statement data
presented in our condensed consolidated financial statements as indicators of
financial performance. Some of the limitations are:

•such measures do not reflect our cash expenditures, or future requirements for
capital expenditures, or contractual commitments;
•such measures do not reflect changes in, or cash requirements for, our working
capital needs;
•such measures do not reflect the interest expense, or the cash requirements
necessary to service interest or principal payments on our debt;
•such measures do not reflect our tax expense or the cash requirements to pay
our taxes;
•although depreciation and amortization are non-cash charges, the assets being
depreciated and amortized will often have to be replaced in the future and such
measures do not reflect any cash requirements for such replacements; and other
companies in our industry may calculate such measures differently than we do,
limiting their usefulness as comparative measures.

Due to these limitations, adjusted EBITDA and adjusted EBITDA margin should not
be considered as measures of discretionary cash available to us to invest in the
growth of our business. We compensate for these limitations by relying primarily
on our GAAP results and using these non-GAAP measures only supplementally. Each
of the adjustments and other adjustments described in this paragraph and in the
reconciliation table below help management

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with a measure of our core operating performance over time by removing items that are not related to day-to-day operations.

The following table reconciles adjusted EBITDA and adjusted EBITDA margin to the most directly comparable GAAP measure, which is net loss:



                                               Three Months Ended March 31,
                                               2022                         2021
                                                      (in thousands)
Net (loss) income                       $       (34,133)                 $ 3,011
Adjusted to exclude the following:
Interest and other income, net                     (146)                    

(134)


Provision for income taxes                          539                     

144


Depreciation and amortization expense             7,137                    

4,704


Stock-based compensation expense(1)              27,377                    1,261
Transaction costs(2)                                  -                      278
Adjusted EBITDA                                     774                    9,264
Adjusted EBITDA margin                              0.5   %                  6.7  %


__________________

(1)  Represents expenses related to the Company's equity-based compensation
programs and related employer payroll taxes, which may vary significantly from
period to period depending upon various factors including the timing, number,
and the valuation of awards granted, vesting of awards including the
satisfaction of performance conditions, and the impact of repurchases of awards
from employees. For the period ending March 31, 2022, the amount includes $0.2
million of employer payroll costs associated with releases of RSUs and option
exercises.
(2)  Represents costs directly attributable to the preparation for our Direct
Listing.

Factors Affecting Our Financial Condition and Results of Operations
We believe that our performance and future success depend on a variety of
factors that present significant opportunities for our business but also present
risks and challenges that could adversely impact our growth and profitability.
There have been no material changes to such factors from those described in the
Annual Report under the heading "Factors Affecting Our Financial Condition and
Results of Operations." Those factors also pose risks and challenges, including
those discussed in Part I, Item 1A. "Risk Factors" of the Annual Report.

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Results of Operations
The results of operations presented below should be reviewed in conjunction with
the condensed consolidated financial statements and notes included elsewhere in
this Quarterly Report on Form 10-Q. The following tables set forth our results
of operations for the periods presented in dollars and as a percentage of net
revenue:

                                                                     Three Months Ended March 31,
                                                                       2022                   2021
                                                                            (in thousands)
Condensed Consolidated Statements of Operations Data:
Net revenue                                                     $       153,218          $   138,973
Cost of goods sold                                                       63,572               55,192
Gross profit                                                             89,646               83,781
Selling, general, and administrative expenses                           123,386               80,760
(Loss) income from operations                                           (33,740)               3,021
Interest and other income, net                                              146                  134
(Loss) income before income taxes                                       (33,594)               3,155
Provision for income taxes                                                  539                  144
Net (loss) income                                                       (34,133)               3,011


                                                                        Three Months Ended March 31,
                                                                       2022                      2021
                                                                              % of Net Revenue
Condensed Consolidated Statements of Operations Data:
Net revenue                                                                100.0  %                  100.0  %
Cost of goods sold                                                          41.5  %                   39.7  %
Gross profit                                                                58.5  %                   60.3  %
Selling, general, and administrative expenses                               80.5  %                   58.1  %
(Loss) income from operations                                              (22.0) %                    2.2  %
Interest and other income, net                                               0.1  %                    0.1  %
(Loss) income before income taxes                                          (21.9) %                    2.3  %
Provision for income taxes                                                   0.4  %                    0.1  %
Net (loss) income                                                          (22.3) %                    2.2  %

Components of Results of Operations



Net Revenue
We primarily derive revenue from the sales of eyewear products, optical
services, and accessories. We sell products and services through our retail
stores, website, and mobile apps. Revenue generated from eyewear products
includes the sales of prescription and non-prescription optical glasses and
sunglasses, contact lenses, eyewear accessories, and expedited shipping charges,
which are charged to the customer, associated with these purchases. Revenue is
recognized when the customer takes possession of the product, either at the
point of delivery or in-store pickup, and is recorded net of returns and
discounts. Revenue generated from services consists of both in-person eye exams
in cases where we directly employ the optometrist, and prescriptions issued
through the Virtual Vision Test app. Revenue is recognized when the service is
rendered and is recorded net of discounts.

Cost of Goods Sold
Cost of goods sold includes the costs incurred to acquire materials, assemble,
and sell our finished products. Such costs include (i) product costs held at the
lesser of cost and net realizable value, (ii) freight and import costs, (iii)
optical

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laboratory costs, (iv) customer shipping, (v) occupancy and depreciation costs
of retail stores, and (vi) employee-related costs associated with our
prescription services and optical laboratories, which includes salaries,
benefits, bonuses, and stock-based compensation. We expect our cost of goods
sold to fluctuate as a percentage of net revenue primarily due to product mix,
customer preferences and resulting demand, customer shipping costs, and
management of our inventory and merchandise mix. Cost of goods sold also may
change as we open or close retail stores because of the resulting change in
related occupancy and depreciation costs. Over time we expect our cost of goods
sold to increase with revenue due to an increased number of orders and with the
opening of new retail stores driven by the resulting occupancy and depreciation
costs and employee-related costs associated with prescription services offerings
at our retail stores.

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
remained steady historically, but may fluctuate in the future based on a number
of factors, including the cost at which we can obtain, transport, and assemble
our inventory, the rate at which we open new retail stores, and how effective we
can be at controlling costs, in any given period.

Selling, General, and Administrative Expenses
Selling, general, and administrative expenses, or SG&A, primarily consist of
employee-related costs including salaries, benefits, bonuses, and stock-based
compensation for our corporate and retail employees, marketing, information
technology, credit card processing fees, donations in connection with our Buy a
Pair, Give a Pair program, facilities, legal, and other administrative costs
associated with operating the business. Marketing costs, which consist of both
online and offline advertising, include sponsored search, online advertising,
marketing and retail events, and other initiatives. SG&A also includes
administrative costs associated with our Home Try-On program, which provides
customers the opportunity to sample eyewear at home prior to purchase. We expect
SG&A to increase in absolute dollars over time and to fluctuate as a percentage
of revenue due to the anticipated growth of our business, increased marketing
investments, and changing prices of goods and services. SG&A is expensed in the
period in which it is incurred.

Interest and Other Income, Net
Interest and other income, net, consists primarily of interest generated from
our cash and cash equivalents balances net of interest incurred on borrowings
and fees on our undrawn line of credit, and are recognized as incurred. We
expect our interest and other income costs to fluctuate based on our future bank
balances, credit line utilization, and the interest rate environment.

Provision for Income Taxes
Provision for income taxes consists of income taxes related to foreign and
domestic federal and state jurisdictions in which we conduct business, adjusted
for allowable credits, deductions, and valuation allowance against deferred tax
assets.

Comparison of the Three Months Ended March 31, 2022 and 2021



Net Revenue
                      Three Months Ended March 31,
                          2022                   2021         $ Change      % Change
                             (in thousands)
Net revenue    $       153,218                $ 138,973      $ 14,245         10.3  %


Net revenue increased $14.2 million, or 10.3%, for the three months ended
March 31, 2022 compared to the same period in 2021. The growth in net revenue
was driven by an increase in orders from our larger Active Customer base, as
well as an increase in Average Order Value ("AOV"), which is defined as net
revenue for a given period divided by the number of orders during the same
period. The increase in AOV was driven primarily by a higher mix of purchases of
glasses with progressive lenses which increased our average price per unit sold,
while our average units per order remained stable year-over-year.

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Cost of Goods Sold, Gross Profit, and Gross Margin


                            Three Months Ended March 31,
                           2022                        2021         $ Change      % Change
                                   (in thousands)
Cost of goods sold   $      63,572                  $ 55,192       $  8,380         15.2  %
Gross profit                89,646                    83,781          5,865          7.0  %
Gross margin                  58.5   %                  60.3  %                     (1.8) %


Cost of goods sold increased by $8.4 million, or 15.2%, for the three months
ended March 31, 2022 compared to the same period in 2021, and increased as a
percentage of revenue over the same period by 180 basis points, from 39.7% of
revenue to 41.5% of revenue. The increase in cost of goods sold was primarily
driven by increased product and fulfillment costs associated with the growth in
our contact lens offering, as well as an increase in store occupancy and
depreciation expense due to new retail stores opened in 2022 and a full quarter
of expense from new retail stores opened throughout 2021.

Gross profit, calculated as net revenue less cost of goods sold, increased by
$5.9 million, or 7.0%, for the three months ended March 31, 2022 compared to the
same period in 2021, primarily due to the increase in net revenue over the same
period.

Gross margin, expressed as a percentage and calculated as gross profit divided
by net revenue, decreased by 180 basis points for the three months ended
March 31, 2022 compared to the same period in 2021. The decrease in gross margin
was primarily a result of the sales growth of contact lenses which are sold at a
lower margin than our other eyewear, increases in store occupancy costs as a
percent of revenue primarily due to increased depreciation and rent charges as
we grew our store base from 134 stores as of March 31, 2021 to 169 stores as of
March 31, 2022, and a prior year benefit of 25 basis points related to a tariff
rebate received in 2021. These impacts were partially offset by the growth in
sales of higher margin progressive lenses and leverage from the scaling of our
in-house optical laboratory network, including our Las Vegas laboratory which
opened in the fourth quarter of 2021.

Selling, General, and Administrative Expenses


                                              Three Months Ended March 31,
                                                2022                  2021              $ Change               % Change
                                                     (in thousands)
Selling, general, and administrative
expenses                                 $      123,386           $   80,760          $   42,626                      52.8  %
As a percentage of net revenue                     80.5   %             58.1  %                                       22.4  %


Selling, general, and administrative expenses increased $42.6 million, or 52.8%,
for the three months ended March 31, 2022 compared to the same period in 2021.
This increase was primarily driven by a $25.9 million increase in stock-based
compensation and related payroll taxes, higher compensation costs from growth in
our workforce, and increased marketing costs as we continued to invest in
performance marketing, partially offset by reduced costs of our Home Try-On
program as utilization has decreased as the COVID-19 pandemic has progressed and
customers have returned to stores in larger numbers. The stock-based
compensation charges incurred in the three months ended March 31, 2022 primarily
related to RSU and PSU awards for which the performance based vesting condition
was satisfied by our Direct Listing.

Interest and Other Income, Net


                                           Three Months Ended March 31,
                                             2022                  2021               $ Change               % Change
                                                  (in thousands)
Interest and other income, net        $         146            $      134          $        12                       9.0  %
As a percentage of net revenue                  0.1    %              0.1  %                                           -  %


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Interest and other income, net was flat for the three months ended March 31,
2022 compared to the same period in 2021 primarily due to benefits from changes
in foreign currency rates, partially offset by lower interest income due to
lower interest rates and cash balances.

Provision for Income Taxes
                                           Three Months Ended March 31,
                                             2022                  2021               $ Change               % Change
                                                  (in thousands)
Provision for income taxes            $         539            $      144          $       395                     274.3  %
As a percentage of net revenue                  0.4    %              0.1  %                                         0.3  %


Provision for income taxes increased $0.4 million, or 274.3%, for the three months ended March 31, 2022 compared to the same period in 2021 primarily due to the change in pre-tax loss in addition to the tax effects of stock-based compensation expense.

Seasonality


Historically, our business has not experienced material seasonal fluctuations in
net revenue. We do observe moderately higher seasonal demand during the month of
December due in part to customer usage of health and flexible spending benefits
in the final week of the year. Consistent with our policy to recognize revenue
upon order delivery, any orders placed at the end of December are recognized as
revenue upon delivery, which may occur in the following year, and as such we
typically see revenue decrease sequentially from the first quarter to the second
quarter.

Our business has experienced a higher proportion of costs in each subsequent
quarter as a year progresses due to the overall growth of the business and
operating costs to support that growth, including costs related to the opening
of new retail stores and increased marketing and employee-related compensation
to support growth. The fourth quarter, in particular, has historically
experienced the highest amount of costs in a year to support the business demand
in the quarter, even though a portion of the net revenue from that demand is not
recognized until January of the following year (see above for more details). In
the future, seasonal trends may cause fluctuations in our quarterly results,
which may impact the predictability of our business and operating results.

Liquidity and Capital Resources
Since inception, we have financed our operations primarily from net proceeds
from the sale of redeemable convertible preferred stock and cash flows from
operating activities. As of March 31, 2022, we had cash and cash equivalents of
$230.3 million, which was primarily held for working capital purposes, and an
accumulated deficit of $527.4 million. As of December 31, 2021, we had cash and
cash equivalents of $256.4 million, which was primarily held for working capital
purposes, and an accumulated deficit of $493.2 million.

We expect that operating losses could continue in the foreseeable future as we
continue to invest in the expansion of our business and sales and marketing
activities. We believe our existing cash and cash equivalents, funds available
under our existing credit facility, and cash flows from operating activities
will be sufficient to fund our operations for at least the next 12 months.

However, our future capital requirements will depend on many factors, including,
but not limited to, growth in the number of retail stores, the needs of our
optical laboratories and distribution network, expansion of our product
offerings or service capabilities, and the timing of investments in technology
and personnel to support the overall growth in our business. 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 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. In the event that additional financing is required from outside
sources, we may not be able to negotiate terms acceptable to us or at all. In
particular, the recent COVID-19 pandemic has caused disruption in the global
financial markets, which could reduce our ability to access capital and
negatively affect our liquidity in the future. If we are unable to raise
additional capital when required, or if we cannot expand our operations or
otherwise capitalize on our business opportunities because we lack sufficient
capital, our business, results of operations, financial condition, and cash
flows would be adversely affected.

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Credit Facility
In August 2013, we entered into the Loan and Security Agreement with Comerica
Bank, or the Credit Facility, as amended, that consists of a revolving credit
line of up to $50.0 million. The revolving credit line has a sub-limit of up to
$15.0 million for the issuance of letters of credit. Borrowings under the
revolving credit line bear interest on the principal amount outstanding at a
variable interest rate based on either LIBOR or the bank's prime rate (as
defined in the credit agreement), with no additional margin. We are charged fees
on the uncommitted portion of the credit line of approximately 0.2% as long as
total borrowings remain less than $15.0 million.

Other than letters of credit of $4.0 million as of both March 31, 2022 and December 31, 2021, used to secure certain leases in lieu of a cash security deposit, there were no other borrowings outstanding under the Credit Facility as of such dates.



Cash Flows
The following table summarizes our cash flows for the three months ended March
31, 2022 and 2021:

                                                                    Three Months Ended March 31,
                                                                      2022                   2021
                                                                           (in thousands)
Net cash used in operating activities                          $       (10,296)         $    (3,277)
Net cash used in investing activities                                  (16,060)              (8,686)
Net cash provided by (used in) financing activities                        180               (5,907)
Effect of exchange rates on cash                                            84                 (194)
Net decrease in cash and cash equivalents                      $       

(26,092) $ (18,064)




Cash Flows from Operating Activities
Net cash used in operating activities was $10.3 million for the three months
ended March 31, 2022, consisting of a net loss of $34.1 million adjusted for
$34.3 million of non-cash expenses and $10.5 million of net cash used as a
result of changes in operating assets and liabilities. The non-cash charges
included $7.1 million of depreciation and amortization and $27.1 million of
stock-based compensation. The changes in operating assets and liabilities were
primarily driven by decreases in accrued expenses, deferred revenue, and other
current liabilities, partially offset by an increase in net inventory to support
the growth of our business and in net lease liabilities in connection with new
retail location leases entered into in 2022.

Net cash used in operating activities was $3.3 million for the three months
ended March 31, 2021, consisting of net income of $3.0 million, adjusted for
$6.0 million of non-cash expenses and $12.3 million of net cash used as a result
of changes in operating assets and liabilities. The non-cash charges included
$1.3 million of stock-based compensation and $4.7 million of depreciation and
amortization. The changes in operating assets and liabilities were primarily
driven by decreases in deferred revenue and accrued expenses and an increase in
net inventory to support the growth of our business, partially offset by a
decrease in other current liabilities and deferred rent.

Cash Flows from Investing Activities
For the three months ended March 31, 2022, net cash used in investing activities
was $16.1 million related to purchases of property and equipment to support our
growth, primarily related to the build-out of new retail stores, as well as
investments in capitalized software development costs.

For the three months ended March 31, 2021, net cash used in investing activities
was $8.7 million related to purchases of property and equipment to support our
growth, primarily related to the build-out of new retail stores, as well as
investments in our supply chain infrastructure and capitalized software
development costs.

Cash Flows from Financing Activities
For the three months ended March 31, 2022, net cash provided by financing
activities was $0.2 million, which was primarily related to proceeds from stock
option exercises.

For the three months ended March 31, 2021, net cash used in financing activities
was $5.9 million, which was primarily related to stock repurchases, partially
offset by proceeds from stock option exercises.

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Contractual Obligations and Commitments
There have been no material changes to our contractual obligations from those
described in the Annual Report.

Critical Accounting Policies and Estimates
Our condensed consolidated 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 condensed consolidated 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 the Annual Report and
the notes to the audited consolidated financial statements appearing elsewhere
in the Annual Report, and in Note 2 to our condensed consolidated financial
statements included in Part 1, Item 1 of this Quarterly Report on Form 10-Q.
Except for the adoption of new accounting pronouncements as described in Note 2
to our condensed consolidated financial statements included in Part 1, Item 1 of
this Quarterly Report on Form 10-Q, there were no significant changes to our
critical accounting policies as reported in the Annual Report.

Recent Accounting Pronouncements
See Note 2 to our condensed consolidated financial statements included in Part
1, Item 1 of this Quarterly Report on Form 10-Q for more information regarding
recent accounting pronouncements.

JOBS Act
We currently qualify as an "emerging growth company" under the Jumpstart Our
Business Startups Act of 2012, or the JOBS Act. Accordingly, we are provided the
option to adopt new or revised accounting guidance either (i) within the same
periods as those otherwise applicable to non-emerging growth companies or (ii)
within the same time periods as private companies. We have elected to adopt new
or revised accounting guidance within the same time period as private companies,
unless management determines it is preferable to take advantage of early
adoption provisions offered within the applicable guidance. Our utilization of
these transition periods may make it difficult to compare our financial
statements to those of non-emerging growth companies and other emerging growth
companies that have opted out of the transition periods afforded under the JOBS
Act.

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