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0001484778FALSE969 BroadwaySuite 200OaklandCalifornia00014847782022-08-152022-08-15

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 15, 2022


ThredUp Inc.
(Exact name of registrant as specified in its charter)

Delaware
001-40249
26-4009181
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

969 Broadway, Suite 200
Oakland, California
94607
(Address of principal executive offices) (Zip Code)

(415) 402-5202
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share
TDUP The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐



Item 2.02.    Results of Operations and Financial Condition.
On August 15, 2022, ThredUp Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2022. A copy of the press release is attached hereto as Exhibit 99.1. In addition, a copy of the supplemental financial information is attached hereto as Exhibit 99.2. The press release and supplemental financial information are incorporated herein by reference.
The information in this Current Report on Form 8-K and the exhibits attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01    Financial Statements and Exhibits.
(d)Exhibits.

Exhibit Number Description
99.1
99.2
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THREDUP INC.
By: /s/ SEAN SOBERS
Sean Sobers
Chief Financial Officer
(Principal Financial and Accounting Officer)

Dated: August 15, 2022
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EX-99.1 2 exhibit991earningsrelease.htm EX-99.1 Document

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thredUP Announces Second Quarter 2022 Results
•Quarterly revenue of $76.4 million, representing 27% growth year-over-year.
•Second quarter gross margin of 68.9% and gross profit growth of 19% year-over-year. Record gross margins in our US business of 74.2%.
•Active Buyers of 1.7 million and Orders of 1.7 million in Q2 2022, representing growth of 29% and 40% year-over-year, respectively.
•Published the 10th Annual Resale Report in May, revealing that the U.S. secondhand market is projected to more than double by 2026, reaching $82 billion.
Oakland, CA – August 15, 2022 – ThredUp Inc. (Nasdaq: TDUP), one of the largest online resale platforms for women’s and kids’ apparel, shoes, and accessories, announced today its financial results for the second quarter ended June 30, 2022.
“Demonstrating the flexibility of our model to navigate a highly dynamic environment, we are extremely proud of our Q2 results," said thredUP CEO and co-founder James Reinhart. "As our consumer is faced with an uncertain economic environment and rising costs, we are focused on the variables within our control. We believe our model is uniquely positioned to weather macroeconomic volatility, and are confident that as we re-evaluate our cost base, we can make progress towards profitability and continue to strengthen our position in the growing resale market.”
Second Quarter 2022 Financial Highlights
•Revenue: Total revenue of $76.4 million, an increase of 27% year-over-year.
•Gross Profit and Gross Margin: Gross profit totaled $52.6 million, representing growth of 19% year-over-year. Gross margin was 68.9% as compared to 73.6% in the second quarter last year.
•Net Loss: GAAP net loss was $28.4 million, or 37.2% of revenue, for the second quarter 2022, compared to a GAAP net loss of $14.4 million, or 24.0% of revenue, for the second quarter 2021.
•Adjusted EBITDA and EBITDA Margin: Adjusted EBITDA loss was $13.5 million, or 17.7% of revenue, for the second quarter 2022, compared to the Adjusted EBITDA loss of $9.0 million, or 15.1% of revenue, for the second quarter 2021.
•Active Buyers and Orders: Active Buyers of 1.7 million and Orders of 1.7 million growing 29% and 40%, respectively, over the comparable quarter last year.
Recent Business Highlights
•Resale-as-a-Service® (“RaaS®”): thredUP continues to expand its RaaS program with new clients, including Tommy Hilfiger, PacSun, Bernardo, Ozma, and Oak + Fort.
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•Published 10th Annual Resale Report: thredUP released the results of the 2022 Resale Report, showing that the U.S. secondhand market is projected to more than double by 2026, reaching $82 billion. The 10th annual study also includes global market sizing for the first time, a one-time section exploring inflation’s impact on the consumer, and a 10-year anniversary lookback on the last decade in resale.
•Bolstered executive leadership: Noelle Sadler joined as Chief Marketing Officer, bringing extensive ecommerce marketing and merchandising experience to thredUP.
•Founding member of American Circular Textiles (“ACT”) policy group: In partnership with 10 other members of the circular fashion industry, thredUP is a founding member of the ACT policy group, an organization intent on bringing together fashion’s circular community to develop policy around textile recovery and reuse.
Financial Outlook
For the third quarter 2022, thredUP expects:
•Revenue in the range of $64 million to $66 million
•Gross margin in the range of 65% to 67%
•Adjusted EBITDA margin loss in the range of 18% to 16%
For the fourth quarter 2022, thredUP expects:
•Revenue in the range of $70 million to $72 million
•Gross margin in the range of 64% to 66%
•Adjusted EBITDA margin loss in the range of 10% to 8%
For the full fiscal year 2022, thredUP expects:
•Revenue in the range of $283 million to $287 million
•Gross margin in the range of 67% to 69%
•Adjusted EBITDA margin loss in the range of 16% to 15%
Conference Call and Webcast Information
•Conference Call: The live call is accessible in the U.S. and Canada at +1 888-394-8218 (code 5070223) and outside of the U.S. and Canada at +1 646-828-8193 (code 5070223).
•Webcast: The live and archived webcast and related earnings materials will be available at thredUP’s investor relations website: ir.thredup.com.
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ThredUp Inc.
Condensed Consolidated Balance Sheets
(unaudited)

June 30, As of December 31,
2022 2021
(in thousands, except par value amounts)
ASSETS
Current assets:
Cash and cash equivalents $ 52,197  $ 84,550 
Marketable securities 96,326  121,277 
Accounts receivable, net 3,368  4,136 
Inventory, net 13,941  9,825 
Other current assets 11,862  8,625 
Total current assets 177,694  228,413 
Operating lease right-of-use assets 49,420  39,340 
Property and equipment, net 84,045  55,466 
Goodwill 11,312  12,238 
Intangible assets 11,522  13,854 
Other assets 11,905  11,515 
Total assets $ 345,898  $ 360,826 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 16,183  $ 13,336 
Accrued and other current liabilities 48,590  45,253 
Seller payable 22,564  19,125 
Operating lease liabilities, current 5,014  3,931 
Current portion of long-term debt 7,791  7,768 
Total current liabilities 100,142  89,413 
Operating lease liabilities, non-current 51,497  36,997 
Long-term debt, net of current portion 23,705  27,559 
Other non-current liabilities 2,625  1,123 
Total liabilities 177,969  155,092 
Commitments and contingencies
Stockholders’ equity:
Common stock 10  10 
Additional paid-in capital 537,760  522,161 
Accumulated other comprehensive loss (5,391) (1,094)
Accumulated deficit (364,450) (315,343)
Total stockholders’ equity 167,929  205,734 
Total liabilities and stockholders’ equity $ 345,898  $ 360,826 

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ThredUp Inc.
Condensed Consolidated Statements of Operations
(unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
2022 2021 2022 2021
(in thousands, except per share amounts)
Revenue:
Consignment $ 48,536  $ 48,597  $ 95,971  $ 93,285 
Product 27,885  11,362  53,145  22,354 
Total revenue 76,421  59,959  149,116  115,639 
Cost of revenue:
Consignment 10,218  10,687  20,267  21,519 
Product 13,555  5,140  25,973  10,270 
Total cost of revenue 23,773  15,827  46,240  31,789 
Gross profit 52,648  44,132  102,876  83,850 
Operating expenses:
Operations, product and technology 43,961  31,062  83,122  59,374 
Marketing 19,640  15,957  36,618  31,403 
Sales, general and administrative 17,380  10,999  32,044  21,637 
Total operating expenses 80,981  58,018  151,784  112,414 
Operating loss (28,333) (13,886) (48,908) (28,564)
Interest expense (238) (573) (661) (1,132)
Other income (expense), net 181  93  484  (814)
Loss before provision for income taxes (28,390) (14,366) (49,085) (30,510)
Provision for income taxes 13  22  40 
Net loss $ (28,399) $ (14,379) $ (49,107) $ (30,550)
Net loss per share, basic and diluted $ (0.29) $ (0.15) $ (0.50) $ (0.54)
Weighted-average shares used in computing net loss per share, basic and diluted 99,331  94,435  98,979  56,777 

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ThredUp Inc.
Condensed Consolidated Statements of Comprehensive Loss
(unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
2022 2021 2022 2021
(in thousands)
Net loss $ (28,399) $ (14,379) $ (49,107) $ (30,550)
Other comprehensive loss, net of tax:
Foreign currency translation adjustments (2,333) —  (3,041) — 
Unrealized loss on available-for-sale debt securities (254) (36) (1,256) (36)
Total comprehensive loss $ (30,986) $ (14,415) $ (53,404) $ (30,586)

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ThredUp Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)

Six Months Ended
June 30,
2022 2021
(in thousands)
Cash flows from operating activities:
Net loss $ (49,107) $ (30,550)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 6,678  3,899 
Stock-based compensation expense 13,581  6,394 
Reduction in the carrying amount of right-of-use assets 2,905  2,384 
Changes in fair value of convertible preferred stock warrants and others 1,138  1,179 
Changes in operating assets and liabilities:
Accounts receivable, net 682  278 
Inventory, net (4,703) (843)
Other current and non-current assets (4,799) (3,364)
Accounts payable 1,954  2,716 
Accrued and other current liabilities 749  8,171 
Seller payable 3,465  2,985 
Operating lease liabilities 2,602  (2,343)
Other non-current liabilities 20 
Net cash used in operating activities (24,835) (9,090)
Cash flows from investing activities:
Purchase of marketable securities (3,475) (57,418)
Maturities of marketable securities 26,294  — 
Purchase of property and equipment (27,583) (8,999)
Net cash used in investing activities (4,764) (66,417)
Cash flows from financing activities:
Proceeds from debt issuance —  4,625 
Repayment of debt (4,000) — 
Proceeds from issuance of Class A common stock, net of underwriting discounts and commissions —  180,284 
Proceeds from stock issued under incentive and purchase plans, net of forfeitures 1,668  2,805 
Payment of costs for the initial public offering —  (3,633)
Net cash provided by (used in) financing activities (2,332) 184,081 
Effect of exchange rate changes on cash and cash equivalents (521) — 
Net (decrease) increase in cash, cash equivalents and restricted cash (32,452) 108,574 
Cash, cash equivalents and restricted cash:
Beginning of period 91,840  67,539 
End of period $ 59,388  $ 176,113 

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ThredUp Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(in thousands, except percentages)
(unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
2022 2021 2022 2021
(in thousands)
Adjusted EBITDA Reconciliation:
GAAP net loss $ (28,399) $ (14,379) $ (49,107) $ (30,550)
Depreciation and amortization 3,407  1,861  6,678  3,899 
Stock-based compensation expense 10,058  2,896  13,581  6,394 
Interest expense 238  573  661  1,132 
Acquisition-related expenses 70  —  274  — 
Restructuring charges 1,076  —  1,387  — 
Change in fair value of convertible preferred stock warrant liability —  —  —  930 
Provision for income taxes 13  22  40 
Non-GAAP Adjusted EBITDA $ (13,541) $ (9,036) $ (26,504) $ (18,155)
Adjusted EBITDA margin %
(17.7) % (15.1) % (17.8) % (15.7) %

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Investors
ir@thredup.com

Media
media@thredup.com
About thredUP
thredUP is transforming resale with technology and a mission to inspire a new generation of consumers to think secondhand first. By making it easy to buy and sell secondhand, thredUP has become one of the world's largest online resale platforms for women's and kids' apparel, shoes and accessories. Sellers love thredUP because we make it easy to clean out their closets and unlock value for themselves or for the charity of their choice while doing good for the planet. Buyers love shopping value, premium and luxury brands all in one place, at up to 90% off estimated retail price. Our proprietary operating platform is the foundation for our managed marketplace and consists of distributed processing infrastructure, proprietary software and systems and data science expertise. With thredUP’s Resale-as-a-ServiceⓇ (“RaaSⓇ”), some of the world's leading brands and retailers are leveraging our platform to deliver customizable, scalable resale experiences to their customers. thredUP has processed over 125 million unique secondhand items from 35,000 brands across 100 categories. By extending the life cycle of clothing, thredUP is changing the way consumers shop and ushering in a more sustainable future for the fashion industry.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws, which are statements that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements in this release include, but are not limited to, guidance on financial results for the third quarter and full year of 2022; statements about future operating results and our long term growth; the momentum of our business; the growth rates in the markets in which we compete; the impact of the COVID-19 pandemic and inflation on consumer behavior and our business; our investments in technology and infrastructure; our ability to successfully integrate and realize the benefits of our past or future strategic acquisitions, investments or restructuring activities; the success of our RaaSⓇ model and the timing and plans for future RaaSⓇ clients; and our ability to attract new Active Buyers.
The forward-looking statements contained in this release are also subject to other risks and uncertainties, including those more fully described in our filings with the Securities and Exchange Commission (“SEC”), including, but not limited to, risks detailed in our Annual Report on Form 10-K for the year ended December 31, 2021 and in our Quarterly Report on Form 10-Q that will be filed following this earnings release. The forward-looking statements in this release are based on information available to us as of the date hereof, and we disclaim any obligation to update any forward-looking statements, except as required by law. These forward-looking statements should not be relied upon as representing thredUP’s views as of any date subsequent to the date of this press release.
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Additional information regarding these and other factors that could affect thredUP's results is included in thredUP’s SEC filings, which may be obtained by visiting our Investor Relations website at ir.thredup.com or the SEC's website at www.sec.gov.
Operating Metrics
An Active Buyer is a thredUP buyer who has made at least one purchase in the last twelve months. A thredUP buyer is a customer who has created an account in our marketplace. A thredUP buyer is identified by a unique email address and a single person could have multiple thredUP accounts and count as multiple Active Buyers.
Orders are defined as the total number of orders placed by buyers across our marketplace, including through our RaaSⓇ partners, in a given period, net of cancellations.
Non-GAAP Financial Measures
This press release and the accompanying tables contain non-GAAP financial measures: Adjusted EBITDA and Adjusted EBITDA margin. In addition to our results determined in accordance with GAAP, we believe that Adjusted EBITDA and Adjusted EBITDA margin, non-GAAP measures, are useful in evaluating our operating performance. We use Adjusted EBITDA and Adjusted EBITDA margin to evaluate and assess our operating performance and the operating leverage in our business, and for internal planning and forecasting purposes. We believe that Adjusted EBITDA and Adjusted EBITDA margin, when taken collectively with our GAAP results, may be helpful to investors because it provides consistency and comparability with past financial performance and assists in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results. Adjusted EBITDA and Adjusted EBITDA margin is presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP and may be different from a similarly-titled non-GAAP measure used by other companies.
A reconciliation is provided above for Adjusted EBITDA to net loss, the most directly comparable financial measure stated in accordance with GAAP. We calculate Adjusted EBITDA as net loss adjusted to exclude, where applicable in a given period, depreciation and amortization, stock-based compensation expense, interest expense, acquisition-related expenses, restructuring charges, change in fair value of convertible preferred stock warrant liability and provision for income taxes.
Investors are encouraged to review our results determined in accordance with GAAP and the reconciliation of Adjusted EBITDA to net loss. thredUP is not providing a quantitative reconciliation of forward-looking guidance of Adjusted EBITDA to net loss because certain items are out of thredUP’s control or cannot be reasonably predicted. Historically, these items have included, but are not limited to, depreciation and amortization, stock-based compensation expense, change in fair value of convertible preferred stock warrant liability and provision for income taxes. Accordingly, a reconciliation for Adjusted EBITDA in order to calculate forward-looking Adjusted EBITDA margin is not available without unreasonable effort. However, for the third quarter of 2022 and full year 2022, depreciation and amortization is expected to be $3.9 million and $14.9 million, respectively. In addition, for the third quarter of 2022 and full year 2022, stock-based compensation expense is expected to be $7.7 million and $28.9 million, respectively. These items are uncertain, depend on various factors, and could result in projected net loss being materially less than is indicated by the currently estimated Adjusted EBITDA margin.
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EX-99.2 3 exhibit992supplementalfina.htm EX-99.2 Document

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ThredUp Inc.
Second Quarter 2022 Supplemental Financials
Key Financial Metrics for the Quarter
•Revenue of $76.4 million
•vs. $60.0 million in Q2’FY 2021
•Growth of 27.5% Y/Y
•Record gross profit of $52.6 million
•vs. $44.1 million in Q2’FY 2021
•Growth of 19.3% Y/Y
•Gross margin of 68.9%
•vs. 73.6% in Q2’FY 2021
•GAAP net loss of $28.4 million
•vs. net loss $14.4 million in Q2’FY 2021
•Adjusted EBITDA loss of $13.5 million
•vs. loss of $9.0 million in Q2’FY 2021
•Adjusted EBITDA margin loss of 17.7%
•vs. loss of 15.1% in Q2’FY 2021
•Cash, cash equivalents, restricted cash and short-term marketable securities were $155.7 million at the quarter end
•Total quarter Active Buyers of 1.724 million
•vs. 1.341 million in Q2’FY 2021
•An increase of 28.6% Y/Y
•Total Orders of 1.704 million
•vs. 1.218 million in Q2’FY 2021
•An increase of 39.9% Y/Y
Conference Call and Webcast
•The live call is accessible in the U.S. and Canada at +1 888-394-8218 (code 5070223) and outside of the U.S. and Canada at +1 646-828-8193 (code 5070223).
•The live and archived webcast and all related earnings materials will be available at thredUP’s investor relations website: ir.thredup.com






Financial Outlook
For third quarter 2022, thredUP expects:
•Revenue in the range of $64 million to $66 million
•Gross margin in the range of 65% to 67%
•An adjusted EBITDA margin loss in the range of 18% to 16%
•Depreciation and amortization of approximately $3.9 million
•Stock-based compensation of approximately $7.7 million
•Weighted-average shares of approximately 100.4 million
For fourth quarter 2022, thredUP expects:
•Revenue in the range of $70 million to $72 million
•Gross margin in the range of 64% to 66%
•An adjusted EBITDA margin loss in the range of 10% to 8%
•Depreciation and amortization of approximately $4.3 million
•Stock-based compensation of approximately $7.7 million
•Weighted-average shares of approximately 101.3 million
For fiscal year 2022, thredUP expects:
•Revenue in the range of $283 million to $287 million
•Gross margin in the range of 67% to 69%
•An adjusted EBITDA margin loss in the range of 16% to 15%
•Depreciation and amortization of approximately $14.9 million
•Stock-based compensation of approximately $28.9 million
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•Weighted-average shares of approximately 100.0 million
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ThredUp Inc.
Condensed Consolidated Income Statements
(in thousands, except percentages, unaudited)
Three Months Ended June
30, 2020
September 30, 2020 December 31, 2020 March
31, 2021
June
30, 2021
September
30, 2021
December 31, 2021 March 31, 2022
June 30, 2022
Revenue:
Consignment revenue $ 34,914  $ 33,657  $ 34,211  $ 44,688  $ 48,597  $ 48,071  $ 44,758  $ 47,435  $ 48,536 
Product revenue 12,421  13,275  9,222  10,992  11,362  15,203  28,121  25,260  27,885 
Total revenue 47,335  46,932  43,433  55,680  59,959  63,274  72,879  72,695  76,421 
Cost of revenue:
Cost of consignment revenue 8,297  7,984  9,087  10,832  10,687  10,080  10,257  10,049  10,218 
Cost of product revenue 6,027  6,172  4,611  5,130  5,140  7,100  14,434  12,418  13,555 
Total cost of revenue 14,324  14,156  13,698  15,962  15,827  17,180  24,691  22,467  23,773 
Gross profit 33,011  32,776  29,735  39,718  44,132  46,094  48,188  50,228  52,648 
Gross margin % of revenue 69.7  % 69.8  % 68.5  % 71.3  % 73.6  % 72.8  % 66.1  % 69.1  % 68.9  %
Operating expenses:
Operations, product and technology 22,149  25,856  27,928  28,312  31,062  32,081  36,624  39,161  43,961 
Marketing 10,898  10,614  10,252  15,446  15,957  16,941  15,281  16,978  19,640 
Sales, general and administrative 6,438  6,891  7,802  10,638  10,999  12,569  14,608  14,664  17,380 
Total operating expenses 39,485  43,361  45,982  54,396  58,018  61,591  66,513  70,803  80,981 
Operating expenses % of revenue 83.4  % 92.4  % 105.9  % 97.7  % 96.8  % 97.3  % 91.3  % 97.4  % 106.0  %
Operating loss (6,474) (10,585) (16,247) (14,678) (13,886) (15,497) (18,325) (20,575) (28,333)
Operating loss % of revenue (13.7) % (22.6) % (37.4) % (26.4) % (23.2) % (24.5) % (25.1) % (28.3) % (37.1) %
Interest and other (expense) income, net (183) (419) (698) (1,466) (480) 799  437  (120) (57)
Loss before provision for income taxes (6,657) (11,004) (16,945) (16,144) (14,366) (14,698) (17,888) (20,695) (28,390)
Provision for income taxes —  —  56  27  13  17  23  13 
Net loss $ (6,657) $ (11,004) $ (17,001) $ (16,171) $ (14,379) $ (14,715) $ (17,911) $ (20,708) $ (28,399)
Net loss margin % (14.1) % (23.4) % (39.1) % (29.0) % (24.0) % (23.3) % (24.6) % (28.5) % (37.2) %
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ThredUp Inc.
Adjusted EBITDA Reconciliation
(in thousands, except percentages, unaudited)
Three Months Ended June
30, 2020
September 30, 2020 December 31, 2020 March
31, 2021
June
30, 2021
September
30, 2021
December 31, 2021 March 31, 2022
June 30, 2022
Adjusted EBITDA reconciliation:
GAAP net loss $ (6,657) $ (11,004) $ (17,001) $ (16,171) $ (14,379) $ (14,715) $ (17,911) $ (20,708) $ (28,399)
Add (deduct):
Depreciation and amortization 1,198  1,425  1,713  2,038  1,861  2,248  3,008  3,271  3,407 
Stock-based compensation expense 1,966  1,649  2,279  3,498  2,896  2,995  3,570  3,523  10,058 
Interest expense 224  368  440  559  573  619  524  423  238 
Acquisition and offering related expenses
—  —  —  —  —  1,020  251  204  70 
Restructuring charges —  —  —  —  —  —  —  311  1,076 
Change in value of preferred stock warrant (1) 89  285  930  —  —  —  —  — 
Provision for income taxes —  —  56  27  13  17  23  13 
Non-GAAP Adjusted EBITDA $ (3,270) $ (7,473) $ (12,228) $ (9,119) $ (9,036) $ (7,816) $ (10,535) $ (12,963) $ (13,541)
Adjusted EBITDA margin % (6.9) % (15.9) % (28.2) % (16.4) % (15.1) % (12.4) % (14.5) % (17.8) % (17.7) %
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ThredUp Inc.
Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses
(in thousands, except percentages, unaudited)
Three Months Ended June 30, 2020 September 30, 2020 December 31, 2020 March
31, 2021
June
30, 2021
September 30, 2021 December 31, 2021 March 31, 2022
June 30, 2022
Operations, product and technology $ 22,149  $ 25,856  $ 27,928  $ 28,312  $ 31,062  $ 32,081  $ 36,624  $ 39,161  $ 43,961 
Marketing 10,898  10,614  10,252  15,446  15,957  16,941  15,281  16,978  19,640 
Sales, general and administrative 6,438  6,891  7,802  10,638  10,999  12,569  14,608  14,664  17,380 
Total operating expenses 39,485  43,361  45,982  54,396  58,018  61,591  66,513  70,803  80,981 
Less: Total stock-based compensation
1,966  1,649  2,279  3,498  2,896  2,995  3,570  3,523  10,058 
Total non-GAAP operating expenses $ 37,519  $ 41,712  $ 43,703  $ 50,898  $ 55,122  $ 58,596  $ 62,943  $ 67,280  $ 70,923 
Non-GAAP operating expenses as a % of revenue 79.3  % 88.9  % 100.6  % 91.4  % 91.9  % 92.6  % 86.4  % 92.6  % 92.8  %

ThredUp Inc.
Stock-Based Compensation Details
(in thousands, unaudited)
Three Months Ended June 30, 2020 September 30, 2020 December 31, 2020 March
31, 2021
June
30, 2021
September
30, 2021
December 31, 2021 March 31, 2022
June 30, 2022
Stock-based compensation
Operations, product and technology $ 870  $ 987  $ 1,167  $ 1,350  $ 984  $ 1,024  $ 883  $ 1,392  $ 3,970 
Marketing 283  278  332  437  289  341  338  333  1,226 
Sales, general and administrative 813  384  780  1,711  1,623  1,630  2,349  1,798  4,862 
Total $ 1,966  $ 1,649  $ 2,279  $ 3,498  $ 2,896  $ 2,995  $ 3,570  $ 3,523  $ 10,058 
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ThredUp Inc.
Condensed Consolidated Balance Sheets
(in thousands, unaudited)
June
30, 2021
September
30, 2021
December 31, 2021 March 31, 2022
June 30, 2022
Assets:
Current assets:
Cash and cash equivalents $ 173,058  $ 160,912  $ 84,550  $ 68,597  $ 52,197 
Marketable securities 57,382  100,762  121,277  115,189  96,326 
Accounts receivable, net 1,545  1,895  4,136  2,971  3,368 
Inventory, net 4,362  4,106  9,825  12,025  13,941 
Other current assets 6,425  7,773  8,625  9,634  11,862 
Total current assets 242,772 275,448 228,413 208,416 177,694 
Operating lease right-of-use assets 21,272  20,455  39,340  42,937  49,420 
Property and equipment, net 45,490  49,451  55,466  73,132  84,045 
Goodwill —  —  12,238  12,043  11,312 
Intangible assets —  —  13,854  12,942  11,522 
Other assets 2,837  4,864  11,515  11,558  11,905 
Total assets $ 312,371  $ 350,218  $ 360,826  $ 361,028  $ 345,898 
Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable $ 11,359  $ 8,407  $ 13,336  $ 19,529  $ 16,183 
Accrued and other current liabilities 39,515  46,427  45,253  50,970  48,590 
Seller payable 16,709  18,306  19,125  20,640  22,564 
Operating lease liabilities, current 2,845  2,757  3,931  4,433  5,014 
Current portion of long-term debt 7,746  7,757  7,768  7,780  7,791 
Total current liabilities 78,174  83,654  89,413  103,352  100,142 
Operating lease liabilities, non-current 20,029  19,225  36,997  42,030  51,497 
Long-term debt, net of current portion 31,393  29,478  27,559  25,634  23,705 
Other non-current liabilities 1,937  2,187  1,123  2,324  2,625 
Total liabilities 131,533  134,544  155,092  173,340  177,969 
Stockholders’ equity:
Common stock 10  10  10  10 
Additional paid-in capital 463,582  513,124  522,161  526,533  537,760 
Accumulated other comprehensive loss (36) (28) (1,094) (2,804) (5,391)
Accumulated deficit (282,717) (297,432) (315,343) (336,051) (364,450)
Total stockholder's equity 180,838  215,674  205,734  187,688  167,929 
Total liabilities and stockholders’ equity $ 312,371  $ 350,218  $ 360,826  $ 361,028  $ 345,898 
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ThredUp Inc.
Condensed Consolidated Cash Flows
(in thousands, unaudited)
Three Months Ended June
30, 2021
September
30, 2021
December 31, 2021 March 31, 2022
June 30, 2022
Cash flows from operating activities:
Net loss $ (14,379) $ (14,715) $ (17,911) $ (20,708) $ (28,399)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 1,861  2,248  3,008  3,271  3,407 
Stock-based compensation expense 2,896  2,995  3,570  3,523  10,058 
Reduction of the carrying amount of right-of-use assets 1,066  817  784  1,398  1,507 
Changes in fair value of convertible preferred stock warrants and others 131  589  574  481  657 
Changes in operating assets and liabilities:
Accounts receivable, net 181  (350) (1,117) 1,143  (461)
Inventory, net (880) 256  (2,154) (2,313) (2,390)
Other current and non-current assets (2,907) (1,356) (1,606) (2,162) (2,637)
Accounts payable (2,006) (2,142) 297  1,601  353 
Accrued and other current liabilities 3,387  5,911  (4,831) 4,912  (4,163)
Seller payable 1,515  1,597  490  1,521  1,944 
Operating lease liabilities (1,032) (892) (729) 539  2,063 
Other non-current liabilities —  —  (1,262) 115  (95)
Net cash used in operating activities (10,167) (5,042) (20,887) (6,679) (18,156)
Cash flows from investing activities:
Purchases of marketable securities (57,418) (45,297) (22,502) —  (3,475)
Purchases of non-marketable equity investment —  —  (3,750) —  — 
Acquisition of business, net of cash acquired —  —  (23,581) —  — 
Purchase of property and equipment (4,900) (6,208) (4,621) (12,638) (14,945)
Maturities of marketable securities —  1,600  1,200  4,726  21,568 
Net cash (used in) provided by investing activities (62,318) (49,905) (53,254) (7,912) 3,148 
Cash flows from financing activities:
Proceeds from debt issuances —  —  —  —  — 
Repayment of debt —  (2,000) (2,000) (2,000) (2,000)
Proceeds from issuance of Class A common stock upon initial public offering and the follow-on offering, net of underwriting discounts and commissions —  46,621  —  —  — 
Stock issued under incentive and purchase plans, net of forfeitures 930  948  2,406  809  859 
Payment of costs for the initial public offering and follow-on offering (1,900) (618) (478) —  — 
Net cash (used in) provided by financing activities (970) 44,951  (72) (1,191) (1,141)
Effect of exchange rate changes on cash and cash equivalents —  —  (64) (172) (349)
Net decrease in cash, cash equivalents and restricted cash (73,455) (9,996) (74,277) (15,954) (16,498)
Cash, cash equivalents and restricted cash:
Beginning of period 249,568  176,113  166,117  91,840  75,886 
End of period $ 176,113  $ 166,117  $ 91,840  $ 75,886  $ 59,388 
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About thredUP
thredUP is transforming resale with technology and a mission to inspire a new generation of consumers to think secondhand first. By making it easy to buy and sell secondhand, thredUP has become one of the world's largest online resale platforms for women's and kids' apparel, shoes and accessories. Sellers love thredUP because we make it easy to clean out their closets and unlock value for themselves or for the charity of their choice while doing good for the planet. Buyers love shopping value, premium and luxury brands all in one place, at up to 90% off estimated retail price. Our proprietary operating platform is the foundation for our managed marketplace and consists of distributed processing infrastructure, proprietary software and systems and data science expertise. With thredUP’s Resale-as-a-ServiceⓇ (“RaaSⓇ”), some of the world's leading brands and retailers are leveraging our platform to deliver customizable, scalable resale experiences to their customers. thredUP has processed over 125 million unique secondhand items from 35,000 brands across 100 categories. By extending the life cycle of clothing, thredUP is changing the way consumers shop and ushering in a more sustainable future for the fashion industry.
Forward-Looking Statements
This financial supplement contains forward-looking statements within the meaning of the federal securities laws, which are statements that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements in this financial supplement include, but are not limited to, guidance on financial results for the third quarter and full year of 2022; statements about future operating results and our long term growth; the momentum of our business; the growth rates in the markets in which we compete; the impact of the COVID-19 pandemic and inflation on consumer behavior and our business; our investments in technology and infrastructure; our ability to successfully integrate and realize the benefits of our past or future strategic acquisitions, investments or restructuring activities; the success of our RaaSⓇ model and the timing and plans for future RaaSⓇ clients; and our ability to attract new Active Buyers.
The forward-looking statements contained in this financial supplement are also subject to other risks and uncertainties, including those more fully described in our filings with the Securities and Exchange Commission (“SEC”), including, but not limited to, risks detailed in our Annual Report on Form 10-K for the year ended December 31, 2021 and our Quarterly Report on Form 10-Q that will be filed following this financial supplement. The forward-looking statements in this financial supplement are based on information available to us as of the date hereof, and we disclaim any obligation to update any forward-looking statements, except as required by law. These forward-looking statements should not be relied upon as representing thredUP’s views as of any date subsequent to the date of this financial supplement.
Additional information regarding these and other factors that could affect thredUP's results is included in thredUP’s SEC filings, which may be obtained by visiting our Investor Relations website at ir.thredup.com or the SEC's website at www.sec.gov.
Operating Metrics
An Active Buyer is a thredUP buyer who has made at least one purchase in the last twelve months. A thredUP buyer is a customer who has created an account in our marketplace. A thredUP buyer is identified by a unique email address and a single person could have multiple thredUP accounts and count as multiple Active Buyers.
Orders are defined as the total number of orders placed by buyers across our marketplace, including through our RaaSⓇ partners, in a given period, net of cancellations.
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Non-GAAP Financial Measures
This financial supplement contains non-GAAP financial measures: Adjusted EBITDA and Adjusted EBITDA margin. In addition to our results determined in accordance with GAAP, we believe that Adjusted EBITDA and Adjusted EBITDA margin, non-GAAP measures, are useful in evaluating our operating performance. We use Adjusted EBITDA and Adjusted EBITDA margin to evaluate and assess our operating performance and the operating leverage in our business, and for internal planning and forecasting purposes. We believe that Adjusted EBITDA and Adjusted EBITDA margin, when taken collectively with our GAAP results, may be helpful to investors because it provides consistency and comparability with past financial performance and assists in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results. Adjusted EBITDA and Adjusted EBITDA margin is presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP and may be different from a similarly-titled non-GAAP measure used by other companies.
A reconciliation is provided above for Adjusted EBITDA to net loss, the most directly comparable financial measure stated in accordance with GAAP. We calculate Adjusted EBITDA as net loss adjusted to exclude, where applicable in a given period, depreciation and amortization, stock-based compensation expense, interest expense, acquisition and offering related expenses, restructuring charges, change in fair value of convertible preferred stock warrant liability and provision for income taxes.
Investors are encouraged to review our results determined in accordance with GAAP and the reconciliation of Adjusted EBITDA to net loss. thredUP is not providing a quantitative reconciliation of forward-looking guidance of Adjusted EBITDA to net loss because certain items are out of thredUP’s control or cannot be reasonably predicted. Historically, these items have included, but are not limited to, depreciation and amortization, stock-based compensation expense, change in fair value of convertible preferred stock warrant liability and provision for income taxes. Accordingly, a reconciliation for Adjusted EBITDA in order to calculate forward-looking Adjusted EBITDA margin is not available without unreasonable effort. However, for the third quarter of 2022 and full year 2022, depreciation and amortization is expected to be $3.9 million and $14.9 million, respectively. In addition, for the third quarter of 2022 and full year 2022, stock-based compensation expense is expected to be $7.7 million and $28.9 million, respectively. These items are uncertain, depend on various factors, and could result in projected net loss being materially less than is indicated by the currently estimated Adjusted EBITDA margin.
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