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FALSE000148477800014847782023-11-062023-11-06

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): November 6, 2023
thredUP_Wordmark_RGB_Black.jpg
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) (IRS 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
Long-Term Stock Exchange

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 November 6, 2023, ThredUp Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2023. 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)

Date: November 6, 2023
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EX-99.1 2 exhibit991earningsreleaseq.htm EX-99.1 Document

Exhibit 99.1
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•Quarterly revenue of $82.0 million, representing an increase of 21% year-over-year.
•U.S. business reached quarterly adjusted EBITDA breakeven for first time in company’s history.
•Third quarter gross margin of 69.0% and an increase in gross profit of 27% year-over-year.
•Record Active Buyers of 1.8 million and Orders of 1.8 million in Q3 2023, representing an increase of 4% and an increase of 11%, respectively, year-over-year.
•Continue to grow its Resale-as-a-Service (RaaS) client roster, launching new programs with Beyond Yoga, Smartwool, and Journeys.
•Recognized as one of TIME 100's Most Influential Companies of 2023 and Digiday's WorkLife 50 Awards.
Oakland, CA — November 6, 2023 — ThredUp Inc. (Nasdaq: TDUP, LTSE: TDUP), one of the largest online resale platforms for apparel, shoes, and accessories, announced today its financial results for the third quarter ended September 30, 2023.
"We achieved another quarter of strong financial performance, in the face of a highly dynamic environment," said thredUP CEO and co-founder James Reinhart. "Despite this backdrop, thredUP is executing at a high level, and we plan to carry that momentum into 2024."
Third Quarter 2023 Financial Highlights
•Revenue: Total revenue of $82.0 million, an increase of 21% year-over-year.
•Gross Profit and Gross Margin: Gross profit totaled $56.6 million, representing an increase of 27% year-over-year. Gross margin was 69.0% as compared to 65.5% for the third quarter 2022.
•Net Loss: Net loss was $18.1 million, or a negative 22.0% of revenue, for the third quarter 2023, compared to a net loss of $23.7 million, or a negative 34.8% of revenue, for the third quarter 2022.
•Adjusted EBITDA Loss and EBITDA Loss Margin1: Adjusted EBITDA loss was $3.6 million, or a negative 4.4% of revenue, for the third quarter 2023, compared to an Adjusted EBITDA loss of $11.0 million, or a negative 16.2% of revenue, for the third quarter 2022.
•Active Buyers and Orders: Active Buyers of 1.8 million and Orders of 1.8 million, representing an increase of 4% and an increase of 11%, respectively, over the comparable quarter last year.
1 Adjusted EBITDA loss and Adjusted EBITDA loss margin are non-GAAP measures. See “Reconciliation of GAAP to Non-GAAP Financial Measures” for a detailed reconciliation of Adjusted EBITDA loss to the most directly comparable GAAP measure and “Non-GAAP Financial Measures” for a discussion of why we believe these non-GAAP measures are useful.
1



Recent Business Highlights
•Resale-as-a-Service® (“RaaS®”): thredUP continued to grow its RaaS client roster, launching new resale programs with Beyond Yoga, Smartwool, and Journeys.
•Thrift Promise Improves Retention: Thrift Promise envisions a customer journey that aims to achieve the highest levels of customer satisfaction on thredUP. As a result, we reduced our Q3 return rate and generated millions of dollars in logistics cost savings.
•Industry Honors and Recognition: thredUP was named to TIME100's Most Influential Companies of 2023 for its environmental impact and Digiday’s WorkLife50 Award for its exemplary workplace and company culture.
Financial Outlook
For the fourth quarter 2023, thredUP expects:
•Revenue in the range of $79.0 million to $81.0 million
•Gross margin in the range of 61.0% to 63.0%
•Adjusted EBITDA loss margin in the range of 2.0% to 0.0%
For the full fiscal year 2023, thredUP expects:
•Revenue in the range of $319.5 million to $321.5 million
•Gross margin in the range of 66.2% to 66.7%
•Adjusted EBITDA loss margin in the range of 5.3% to 4.7%
Conference Call and Webcast Information
•The live and archived webcast and all related earnings materials will be available at thredUP’s investor relations website: ir.thredup.com/news-events/events-and-presentations.
2


ThredUp Inc.
Condensed Consolidated Balance Sheets
(unaudited)
September 30,
2023
December 31,
2022
(in thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 68,552  $ 38,029 
Marketable securities 5,575  66,902 
Accounts receivable, net 5,993  4,669 
Inventory 18,173  17,519 
Other current assets 7,199  7,076 
Total current assets 105,492  134,195 
Operating lease right-of-use assets 43,090  46,153 
Property and equipment, net 90,270  92,482 
Goodwill 11,455  11,592 
Intangible assets 8,460  10,499 
Other assets 6,621  7,027 
Total assets $ 265,388  $ 301,948 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 12,426  $ 7,800 
Accrued and other current liabilities 40,225  50,155 
Seller payable 21,516  16,166 
Operating lease liabilities, current 6,383  6,413 
Current portion of long-term debt 3,834  3,879 
Total current liabilities 84,384  84,413 
Operating lease liabilities, non-current 45,257  48,727 
Long-term debt, net of current portion 22,968  25,788 
Other non-current liabilities 3,231  3,019 
Total liabilities 155,840  161,947 
Commitments and contingencies
Stockholders’ equity:
Common stock 11  10 
Additional paid-in capital 577,740  551,852 
Accumulated other comprehensive loss (3,941) (4,234)
Accumulated deficit (464,262) (407,627)
Total stockholders’ equity 109,548  140,001 
Total liabilities and stockholders’ equity $ 265,388  $ 301,948 
3


ThredUp Inc.
Condensed Consolidated Statements of Operations
(unaudited)
Three Months Ended Nine Months Ended
September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
(in thousands, except per share amounts)
Revenue:
Consignment $ 57,838  $ 41,553  $ 157,732  $ 137,524 
Product 24,211  26,392  82,897  79,537 
Total revenue 82,049  67,945  240,629  217,061 
Cost of revenue:
Consignment 10,131  9,087  28,931  29,354 
Product 15,291  14,362  48,246  40,335 
Total cost of revenue 25,422  23,449  77,177  69,689 
Gross profit 56,627  44,496  163,452  147,372 
Operating expenses:
Operations, product, and technology 40,355  38,702  118,473  121,824 
Marketing 19,406  14,752  54,919  51,370 
Sales, general, and administrative 15,058  15,232  47,147  47,276 
Total operating expenses 74,819  68,686  220,539  220,470 
Operating loss (18,192) (24,190) (57,087) (73,098)
Interest expense 732  103  1,530  764 
Other income, net (845) (624) (2,006) (1,108)
Loss before provision for income taxes (18,079) (23,669) (56,611) (72,754)
Provision for income taxes 24  31 
Net loss $ (18,082) $ (23,678) $ (56,635) $ (72,785)
Loss per share, basic and diluted $ (0.17) $ (0.24) $ (0.54) $ (0.73)
Weighted-average shares used in computing loss per share, basic and diluted 105,898  100,253  103,918  99,409 
4


ThredUp Inc.
Condensed Consolidated Statements of Comprehensive Loss
(unaudited)
Three Months Ended Nine Months Ended
September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
(in thousands)
Net loss $ (18,082) $ (23,678) $ (56,635) $ (72,785)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments (1,080) (2,217) (772) (5,258)
Unrealized gain (loss) on available-for-sale securities 152  (28) 1,065  (1,284)
Total other comprehensive income (loss) (928) (2,245) 293  (6,542)
Total comprehensive loss $ (19,010) $ (25,923) $ (56,342) $ (79,327)
5


ThredUp Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
Nine Months Ended
September 30,
2023
September 30,
2022
(in thousands)
Cash flows from operating activities:
Net loss $ (56,635) $ (72,785)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 13,881  10,217 
Stock-based compensation expense 24,907  20,758 
Reduction in carrying amount of right-of-use assets 4,788  4,820 
Other 59  1,409 
Changes in operating assets and liabilities:
Accounts receivable, net (1,373) 795 
Inventory (873) (6,222)
Other current and non-current assets 1,055  (1,732)
Accounts payable 4,049  (3,000)
Accrued and other current liabilities (4,331) 6,918 
Seller payable 5,358  (380)
Operating lease liabilities (5,426) 2,396 
Other non-current liabilities (75) (133)
Net cash used in operating activities (14,616) (36,939)
Cash flows from investing activities:
Purchases of marketable securities (9,851) (3,475)
Maturities of marketable securities 71,979  35,830 
Purchases of property and equipment (13,775) (39,316)
Net cash provided by (used in) investing activities 48,353  (6,961)
Cash flows from financing activities:
Proceeds from debt, net of discount —  491 
Repayment of debt (3,000) (5,333)
Proceeds from issuance of stock-based awards 3,761  3,878 
Payment of withholding taxes on stock-based awards (3,744) (1,958)
Net cash used in financing activities (2,983) (2,922)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash (230) (918)
Net change in cash, cash equivalents, and restricted cash 30,524  (47,740)
Cash, cash equivalents, and restricted cash, beginning of period 44,051  91,840 
Cash, cash equivalents, and restricted cash, end of period $ 74,575  $ 44,100 
6


ThredUp Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(unaudited)
Three Months Ended Nine Months Ended
September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
(in thousands)
Net loss $ (18,082) $ (23,678) $ (56,635) $ (72,785)
Interest expense 732  103  1,530  764 
Provision for income taxes 24  31 
Depreciation and amortization 5,364  3,539  13,881  10,217 
Stock-based compensation expense 7,888  7,177  24,907  20,758 
Severance and other 507  1,809  1,058  3,470 
Non-GAAP Adjusted EBITDA loss $ (3,588) $ (11,041) $ (15,235) $ (37,545)
Total revenue 82,049  67,945  240,629  217,061 
Non-GAAP Adjusted EBITDA loss margin (4.4) % (16.2) % (6.3) % (17.3) %
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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 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, 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 172 million unique secondhand items from 55,000 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 fourth quarter and full year of 2023; 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 inflationary pressures, increased interest rates, climate change and general global economic uncertainty 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 and expansion of our RaaS® model and the timing and plans for future RaaS® clients; and our ability to attract new Active Buyers.
More information on these risks and other potential factors that could affect the Company’s business, reputation, results of operations, financial condition, and stock price is included in the Company’s filings with the Securities and Exchange Commission (“SEC”), including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. 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.
8


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 and purchased in our marketplaces, including through our RaaS® clients, and is identified by a unique email address. 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 marketplaces, including through our RaaS® clients, 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 loss and Adjusted EBITDA loss margin. In addition to our results determined in accordance with GAAP, we believe that Adjusted EBITDA loss and Adjusted EBITDA loss margin, non-GAAP measures, are useful in evaluating our operating performance. We use Adjusted EBITDA loss and Adjusted EBITDA loss 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 loss and Adjusted EBITDA loss margin, when taken collectively with our GAAP results, may be helpful to investors because they provide consistency and comparability with past financial performance and assist in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results. Adjusted EBITDA loss and Adjusted EBITDA loss margin are 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 similarly-titled non-GAAP measures used by other companies.
A reconciliation is provided above for Adjusted EBITDA loss to net loss, the most directly comparable financial measure stated in accordance with GAAP. We calculate Adjusted EBITDA loss as net loss adjusted to exclude, where applicable in a given period, interest expense, provision for income taxes, depreciation and amortization, stock-based compensation expense, and severance and other.
Investors are encouraged to review our results determined in accordance with GAAP and the reconciliation of Adjusted EBITDA loss to net loss. thredUP is not providing a quantitative reconciliation of forward-looking guidance of Adjusted EBITDA loss 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 loss in order to calculate forward-looking Adjusted EBITDA loss margin is not available without unreasonable effort. However, for the fourth quarter of 2023 and full year 2023, depreciation and amortization is expected to be $4.8 million and $18.7 million, respectively. In addition, for the fourth quarter of 2023 and full year 2023, stock-based compensation expense is expected to be $7.7 million and $32.6 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 loss margin.
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EX-99.2 3 exhibit992supplementalfina.htm EX-99.2 Document

Exhibit 99.2
thredup_wordmarkxrgbxblack1.jpg
ThredUp Inc.
Third Quarter 2023 Supplemental Financials
Key Financial Metrics for the Quarter
•Revenue of $82.0 million
◦vs. $67.9 million in 3Q22
◦Growth of 20.8% YoY
•Gross profit of $56.6 million
◦vs. $44.5 million in 3Q22
◦Growth of 27.3% YoY
•Gross margin of 69.0%
◦vs. 65.5% in 3Q22
•GAAP net loss of $18.1 million
◦vs. net loss of $23.7 million in 3Q22
•Adjusted EBITDA loss of $3.6 million
◦vs. loss of $11.0 million in 3Q22
•Adjusted EBITDA loss margin of 4.4%
◦vs. loss margin of 16.2% in 3Q22
•Cash, cash equivalents, restricted cash and short-term marketable securities were $80.2 million at the quarter end
•Total quarter Active Buyers of 1.763 million
◦vs. 1.694 million in 3Q22
◦A decrease of 4.1% YoY
•Total Orders of 1.803 million
◦vs. 1.618 million in 3Q22
◦An increase of 11.4% YoY
Conference Call and Webcast
•The live and archived webcast and all related earnings materials will be available at thredUP’s investor relations website: ir.thredup.com/news-events/events-and-presentations.












Financial Outlook
For fourth quarter 2023, thredUP expects:
•Revenue in the range of $79 million to $81 million
•Gross margin in the range of 61.0% to 63.0%
•Adjusted EBITDA loss margin in the range of 2.0% to 0.0%
•Depreciation and amortization of approximately $4.8 million
•Stock-based compensation of approximately $7.7 million
•Weighted-average shares of approximately 108 million

For fiscal year 2023, thredUP expects:
•Revenue in the range of $319.5 million to $321.5 million
•Gross margin in the range of 66.2% to 66.7%
•Adjusted EBITDA loss margin in the range of 5.3% to 4.7%
•Depreciation and amortization of approximately $18.7 million
•Stock-based compensation of approximately $32.6 million
•Weighted-average shares of approximately 105 million
1


ThredUp Inc.
Condensed Consolidated Statements of Operations
(in thousands, except percentages, unaudited)
Three Months Ended December 31,
2021
March 31,
2022
June 30,
2022
September 30,
2022
December 31,
2022
March 31,
2023
June 30,
2023
September 30,
2023
Revenue:
Consignment $ 44,758  $ 47,435  $ 48,536  $ 41,553  $ 37,470  $ 46,479  $ 53,415  $ 57,838 
Product 28,121  25,260  27,885  26,392  33,848  29,443  29,243  24,211 
Total revenue 72,879  72,695  76,421  67,945  71,318  75,922  82,658  82,049 
Cost of revenue:
Consignment 10,257  10,049  10,218  9,087  7,661  9,220  9,580  10,131 
Product 14,434  12,418  13,555  14,362  18,691  15,609  17,346  15,291 
Total cost of revenue 24,691  22,467  23,773  23,449  26,352  24,829  26,926  25,422 
Gross profit 48,188  50,228  52,648  44,496  44,966  51,093  55,732  56,627 
Gross margin % of revenue 66.1  % 69.1  % 68.9  % 65.5  % 63.1  % 67.3  % 67.4  % 69.0  %
Operating expenses:
Operations, product and technology 36,624  39,161  43,961  38,702  33,818  38,347  39,771  40,355 
Marketing 15,281  16,978  19,640  14,752  12,999  16,870  18,643  19,406 
Sales, general and administrative 14,608  14,664  17,380  15,232  14,538  16,059  16,030  15,058 
Total operating expenses 66,513  70,803  80,981  68,686  61,355  71,276  74,444  74,819 
Operating expenses % of revenue 91.3  % 97.4  % 106.0  % 101.1  % 86.0  % 93.9  % 90.1  % 91.2  %
Operating loss (18,325) (20,575) (28,333) (24,190) (16,389) (20,183) (18,712) (18,192)
Operating loss % of revenue (25.1) % (28.3) % (37.1) % (35.6) % (23.0) % (26.6) % (22.6) % (22.6) %
Interest expense 524  423  238  103  41  77  721  732 
Other expense (income), net (961) (303) (181) (624) 3,065  (476) (685) (845)
Loss before provision for income taxes (17,888) (20,695) (28,390) (23,669) (19,495) (19,784) (18,748) (18,079)
Provision for income taxes 23  13  12 
Net loss $ (17,911) $ (20,708) $ (28,399) $ (23,678) $ (19,499) $ (19,793) $ (18,760) $ (18,082)
Net loss margin (24.6) % (28.5) % (37.2) % (34.8) % (27.3) % (26.1) % (22.7) % (22.0) %
2


ThredUp Inc.
Adjusted EBITDA Reconciliation
(in thousands, except percentages, unaudited)
Three Months Ended December 31,
2021
March 31,
2022
June 30,
2022
September 30,
2022
December 31,
2022
March 31,
2023
June 30,
2023
September 30,
2023
Net loss $ (17,911) $ (20,708) $ (28,399) $ (23,678) $ (19,499) $ (19,793) $ (18,760) $ (18,082)
Interest expense 524  423  238  103  41  77  721  732 
Provision for income taxes 23  13  12 
Depreciation and amortization 3,008  3,271  3,407  3,539  3,816  3,681  4,836  5,364 
Stock-based compensation expense 3,570  3,523  10,058  7,177  6,059  9,391  7,628  7,888 
Acquisition and offering-related expenses 251  204  70  —  —  —  —  — 
Severance and other —  311  1,076  1,809  (14) —  551  507 
Impairment of non-marketable equity investment —  —  —  —  3,750  —  —  — 
Adjusted EBITDA loss $ (10,535) $ (12,963) $ (13,541) $ (11,041) $ (5,843) $ (6,635) $ (5,012) $ (3,588)
Adjusted EBITDA loss margin (14.5) % (17.8) % (17.7) % (16.2) % (8.2) % (8.7) % (6.1) % (4.4) %
3


ThredUp Inc.
Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses
(in thousands, except percentages, unaudited)
Three Months Ended December 31,
2021
March 31,
2022
June 30,
2022
September 30,
2022
December 31,
2022
March 31,
2023
June 30,
2023
September 30,
2023
Operations, product, and technology $ 36,624  $ 39,161  $ 43,961  $ 38,702  $ 33,818  $ 38,347  $ 39,771  $ 40,355 
Marketing 15,281  16,978  19,640  14,752  12,999  16,870  18,643  19,406 
Sales, general, and administrative 14,608  14,664  17,380  15,232  14,538  16,059  16,030  15,058 
Total operating expenses 66,513  70,803  80,981  68,686  61,355  71,276  74,444  74,819 
Less: Stock-based compensation expense (3,570) (3,523) (10,058) (7,177) (6,059) (9,391) (7,628) (7,888)
Total non-GAAP operating expenses $ 62,943  $ 67,280  $ 70,923  $ 61,509  $ 55,296  $ 61,885  $ 66,816  $ 66,931 
Non-GAAP operating expenses % of revenue 86.4  % 92.6  % 92.8  % 90.5  % 77.5  % 81.5  % 80.8  % 81.6  %

ThredUp Inc.
Stock-Based Compensation Expense Details
(in thousands, unaudited)
Three Months Ended December 31,
2021
March 31,
2022
June 30,
2022
September 30,
2022
December 31,
2022
March 31,
2023
June 30,
2023
September 30,
2023
Operations, product, and technology $ 883  $ 1,392  $ 3,970  $ 2,480  $ 2,193  $ 3,671  $ 2,913  $ 2,858 
Marketing 338  333  1,226  818  767  1,205  923  1,264 
Sales, general, and administrative 2,349  1,798  4,862  3,879  3,099  4,515  3,792  3,766 
Total stock-based compensation expense $ 3,570  $ 3,523  $ 10,058  $ 7,177  $ 6,059  $ 9,391  $ 7,628  $ 7,888 
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ThredUp Inc.
Condensed Consolidated Balance Sheets
(in thousands, unaudited)
December 31,
2022
March 31,
2023
June 30,
2023
September 30,
2023
Assets:
Current assets:
Cash and cash equivalents $ 38,029  $ 50,739  $ 51,073  $ 68,552 
Marketable securities 66,902  42,733  25,856  5,575 
Accounts receivable, net 4,669  4,232  3,782  5,993 
Inventory 17,519  20,933  20,362  18,173 
Other current assets 7,076  6,338  8,238  7,199 
Total current assets 134,195  124,975  109,311  105,492 
Operating lease right-of-use assets 46,153  45,180  45,265  43,090 
Property and equipment, net 92,482  95,806  93,786  90,270 
Goodwill 11,592  11,805  11,756  11,455 
Intangible assets 10,499  10,044  9,346  8,460 
Other assets 7,027  6,960  6,867  6,621 
Total assets $ 301,948  $ 294,770  $ 276,331  $ 265,388 
Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable $ 7,800  $ 12,747  $ 8,780  $ 12,426 
Accrued and other current liabilities 50,155  47,976  43,334  40,225 
Seller payable 16,166  17,868  19,471  21,516 
Operating lease liabilities, current 6,413  5,792  5,834  6,383 
Current portion of long-term debt 3,879  3,882  3,830  3,834 
Total current liabilities 84,413  88,265  81,249  84,384 
Operating lease liabilities, non-current 48,727  47,521  47,356  45,257 
Long-term debt, net of current portion 25,788  24,831  23,928  22,968 
Other non-current liabilities 3,019  3,066  3,200  3,231 
Total liabilities 161,947  163,683  155,733  155,840 
Commitments and contingencies
Stockholders’ equity:
Common stock 10  10  11  11 
Additional paid-in capital 551,852  561,577  569,780  577,740 
Accumulated other comprehensive loss (4,234) (3,080) (3,013) (3,941)
Accumulated deficit (407,627) (427,420) (446,180) (464,262)
Total stockholders’ equity 140,001  131,087  120,598  109,548 
Total liabilities and stockholders’ equity $ 301,948  $ 294,770  $ 276,331  $ 265,388 
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ThredUp Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)
Three Months Ended December 31,
2022
March 31,
2023
June 30,
2023
September 30,
2023
Cash flows from operating activities:
Net loss $ (19,499) $ (19,793) $ (18,760) $ (18,082)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization 3,816  3,681  4,836  5,364 
Stock-based compensation expense 6,059  9,391  7,628  7,888 
Reduction in carrying amount of right-of-use assets 1,653  1,207  1,970  1,611 
Other 4,184  41  250  (232)
Changes in operating assets and liabilities:
Accounts receivable, net (1,325) 1,010  (94) (2,289)
Inventory (1,664) (3,157) 487  1,797 
Other current and non-current assets 2,625  22  (721) 1,754 
Accounts payable (985) 4,102  (3,925) 3,872 
Accrued and other current liabilities (5,166) (1,851) 101  (2,581)
Seller payable (2,565) 1,696  1,605  2,057 
Operating lease liabilities (1,472) (2,062) (2,178) (1,186)
Other non-current liabilities (827) 1,255  (1,580) 250 
Net cash provided by (used in) operating activities (15,166) (4,458) (10,381) 223 
Cash flows from investing activities:
Purchases of marketable securities —  —  (7,878) (1,973)
Maturities of marketable securities 19,820  24,579  24,900  22,500 
Purchases of property and equipment (3,935) (5,679) (6,613) (1,483)
Net cash provided by (used in) investing activities 15,885  18,900  10,409  19,044 
Cash flows from financing activities:
Proceeds from debt, net of discount (100) —  —  — 
Repayment of debt (1,000) (1,000) (1,000) (1,000)
Proceeds from issuance of stock-based awards 324  446  1,690  1,625 
Payment of withholding taxes on stock-based awards (238) (638) (1,247) (1,859)
Net cash used in financing activities (1,014) (1,192) (557) (1,234)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash 246  (540) 864  (554)
Net change in cash, cash equivalents, and restricted cash (49) 12,710  335  17,479 
Cash, cash equivalents, and restricted cash, beginning of period 44,100  44,051  56,761  57,096 
Cash, cash equivalents, and restricted cash, end of period $ 44,051  $ 56,761  $ 57,096  $ 74,575 
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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 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, 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 172 million unique secondhand items from 55,000 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 fourth quarter and full year of 2023; 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 inflationary pressures, increased interest rates, climate change and general global economic uncertainty 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 and expansion of our RaaS® model and the timing and plans for future RaaS® clients; and our ability to attract new Active Buyers.
More information on these risks and other potential factors that could affect the Company’s business, reputation, results of operations, financial condition, and stock price is included in the Company’s filings with the Securities and Exchange Commission (“SEC”), including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. 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.
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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 and purchased in our marketplaces, including through our RaaS® clients, and is identified by a unique email address. 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 marketplaces, including through our RaaS® clients, in a given period, net of cancellations.
Non-GAAP Financial Measures
This financial supplement and the accompanying tables contain non-GAAP financial measures: Adjusted EBITDA loss, Adjusted EBITDA loss margin, and Non-GAAP operating expenses. In addition to our results determined in accordance with GAAP, we believe that Adjusted EBITDA loss, Adjusted EBITDA loss margin, and non-GAAP operating expenses, non-GAAP measures, are useful in evaluating our operating performance. We use Adjusted EBITDA loss, Adjusted EBITDA loss margin, and Non-GAAP operating expenses 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 loss, Adjusted EBITDA loss margin, and Non-GAAP operating expenses, when taken collectively with our GAAP results, may be helpful to investors because they provide consistency and comparability with past financial performance and assist in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results. Adjusted EBITDA loss, Adjusted EBITDA loss margin, and Non-GAAP operating expenses are 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 similarly-titled non-GAAP measures used by other companies.
A reconciliation is provided above for Adjusted EBITDA loss to net loss and Non-GAAP operating expenses to reported operating expenses, the most directly comparable financial measures stated in accordance with GAAP. We calculate Adjusted EBITDA loss as net loss adjusted to exclude, where applicable in a given period, interest expense, provision for income taxes, depreciation and amortization, stock-based compensation expense, and severance and other. Non-GAAP operating expenses are operating expenses adjusted to exclude stock-based compensation expense.
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Investors are encouraged to review our results determined in accordance with GAAP and the reconciliation of Adjusted EBITDA loss to net loss. thredUP is not providing a quantitative reconciliation of forward-looking guidance of Adjusted EBITDA loss 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 loss in order to calculate forward-looking Adjusted EBITDA loss margin is not available without unreasonable effort. However, for the fourth quarter of 2023 and full year 2023, depreciation and amortization is expected to be $4.8 million, and $18.7 million, respectively. In addition, for the fourth quarter of 2023 and full year 2023, stock-based compensation expense is expected to be $7.7 million, and $32.6 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 loss margin.
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