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969 BroadwaySuite 200OaklandCaliforniaThe Nasdaq Stock Market LLCFALSE000148477800014847782024-03-042024-03-04

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): March 4, 2024
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 March 4, 2024, ThredUp Inc. (the “Company”) issued a press release announcing its financial results for the quarter and full year ended December 31, 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: March 4, 2024
3
EX-99.1 2 exhibit991earningsreleaseq.htm EX-99.1 Document

Exhibit 99.1
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ThredUp Announces Fourth Quarter and Full Year 2023 Results
•Quarterly revenue of $81.4 million, representing an increase of 14% year-over-year.
•Fourth quarter gross margin of 61.9% and an increase in gross profit of 12% year-over-year, which included a $1.9 million inventory write-off in Europe, an impact of 230 basis points to gross margin.
•Record full year revenue of $322.0 million, representing 12% growth year-over-year. Full year gross margin of 66.4% and gross profit growth of 11% year-over-year.
•Record Active Buyers of 1.8 million and Orders of 1.8 million in Q4 2023, representing year-over-year growth of 9% and 17%, respectively. Record annual orders of 6.9 million, representing growth of 6% year-over-year.
Oakland, CA — March 4, 2024 — ThredUp Inc. (Nasdaq: TDUP, LTSE: TDUP), one of the largest online resale platforms for apparel, shoes, and accessories, today announced its financial results for the fourth quarter and full year ended December 31, 2023.
“We closed out 2023 with another quarter of strong financial performance, demonstrating healthy top-line growth and bottom-line leverage,” said ThredUp CEO and co-founder James Reinhart. “Looking ahead, we are confident that by focusing on strategic growth drivers in the U.S. and applying our proven resale playbook in Europe, we can deliver adjusted EBITDA breakeven on an annual basis in 2024.”
Fourth Quarter 2023 Financial Highlights
•Revenue: Total revenue of $81.4 million, an increase of 14% year-over-year.
•Gross Profit and Gross Margin: Gross profit totaled $50.4 million, representing an increase of 12% year-over-year. Gross margin was 61.9% as compared to 63.1% in the fourth quarter last year. Gross profit included a $1.9 million inventory write-off in Europe, an impact of 230 basis points to gross margin.
•Net Loss: Net loss was $14.6 million, or a negative 18.0% of revenue, for the fourth quarter 2023, compared to a net loss of $19.5 million, or a negative 27.3% of revenue, for the fourth quarter 2022.
•Adjusted EBITDA Loss and Adjusted EBITDA Loss Margin1: Adjusted EBITDA loss was $2.1 million, or a negative 2.6% of revenue, for the fourth quarter 2023. This is compared to an Adjusted EBITDA loss of $5.8 million, or a negative 8.2% of revenue, for the fourth quarter 2022.
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


•Active Buyers and Orders: Active Buyers of 1.797 million and Orders of 1.807 million, representing increases of 9% and 17%, respectively, over the fourth quarter 2022.
Full Year 2023 Financial Highlights
•Revenue: Total revenue of $322.0 million, an increase of 12% year-over-year.
•Gross Profit and Gross Margin: Gross profit totaled $213.8 million, representing an increase of 11% year-over-year. Gross margin was 66.4% compared to 66.7% last year.
•Net Loss: Net loss was $71.2 million, or a negative 22.1% of revenue, for the full year 2023, compared to a net loss of $92.3 million, or a negative 32.0% of revenue, for the full year 2022.
•Adjusted EBITDA Loss and Adjusted EBITDA Loss Margin1: Adjusted EBITDA loss was $17.4 million, or a negative 5.4% of revenue, for the full year 2023, compared to the Adjusted EBITDA loss of $43.4 million, or a negative 15.0% of revenue, for the full year 2022.
•Orders: Record orders of 6.9 million for the full year 2023, growing 6% over 6.5 million for the full year 2022.
Recent Business Highlights
•AI Innovation: ThredUp recently debuted an AI-powered search experience that makes it easy and intuitive to find secondhand items in its marketplace. They’ve also begun to leverage generative AI that will soon give customers the ability to create outfits they love and are strategically implementing AI across operations in its distribution center network to enhance inventory management and processing.
•Customer Experience Improvements: After implementing Delivery Promise and Thrift Promise, which aim to deliver purchase-to-doorstep shipping in three days or less and ensure the highest levels of customer satisfaction with every order, ThredUp’s Q4 return rate decreased by 700 basis points compared to the same quarter of 2022.
•Industry recognition: ThredUp's Resale-as-a-Service (RaaS) was named a winner in Good Housekeeping’s 2024 Sustainable Innovation Awards, which recognizes products and services that have embraced a “people, purpose, and planet” approach to sustainability.
Financial Outlook
For the first quarter 2024, ThredUp expects:
•Revenue in the range of $79.0 million to $81.0 million.
•Gross margin in the range of 68.5% to 70.5%, representing gross profit dollar growth of 9% year over year at the midpoint of revenue and gross margin guidance.
•Adjusted EBITDA loss margin in the range of 3.0% to 1.0%.
For the full fiscal year 2024, ThredUp expects:
•Revenue in the range of $340.0 million to $350.0 million.
•Gross margin in the range of 69.5% to 71.5%, representing gross profit dollar growth of 14% year over year at the midpoint of revenue and gross margin guidance.
•Adjusted EBITDA margin in the range of 0.5% to 1.5%.
2


ThredUp is not providing a quantitative reconciliation of forward-looking guidance of the non-GAAP measure 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 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 first quarter of 2024 and full year 2024, depreciation and amortization is expected to be $5.0 million and $19.8 million, respectively. In addition, for the first quarter of 2024 and full year 2024, stock-based compensation expense is expected to be $7.5 million and $33.0 million, respectively. These items are uncertain, depend on various factors, and could result in the projected net loss being materially less than indicated by the currently estimated Adjusted EBITDA loss margin.
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.
3


ThredUp Inc.
Consolidated Balance Sheets
(unaudited)
December 31,
2023 2022
(in thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 56,084  $ 38,029 
Marketable securities 8,100  66,902 
Accounts receivable, net 7,813  4,669 
Inventory 15,687  17,519 
Other current assets 6,204  7,076 
Total current assets 93,888  134,195 
Operating lease right-of-use assets 42,118  46,153 
Property and equipment, net 87,672  92,482 
Goodwill 11,957  11,592 
Intangible assets 8,156  10,499 
Other assets 6,176  7,027 
Total assets $ 249,967  $ 301,948 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 9,457  $ 7,800 
Accrued and other current liabilities 35,934  50,155 
Seller payable 21,495  16,166 
Operating lease liabilities, current 5,949  6,413 
Current portion of long-term debt 3,838  3,879 
Total current liabilities 76,673  84,413 
Operating lease liabilities, non-current 44,621  48,727 
Long-term debt, net of current portion 22,006  25,788 
Other non-current liabilities 2,750  3,019 
Total liabilities 146,050  161,947 
Commitments and contingencies
Stockholders’ equity:
Class A and B common stock, $0.0001 par value; 1,120,000 shares authorized as of December 31, 2023 and 2022; 108,784 and 101,532 shares issued and outstanding as of December 31, 2023 and 2022, respectively
11  10 
Additional paid-in capital 585,156  551,852 
Accumulated other comprehensive loss (2,375) (4,234)
Accumulated deficit (478,875) (407,627)
Total stockholders’ equity 103,917  140,001 
Total liabilities and stockholders’ equity $ 249,967  $ 301,948 
4


ThredUp Inc.
Consolidated Statements of Operations
(unaudited)
Three Months Ended Year Ended
December 31,
2023
December 31,
2022
December 31,
2023
December 31,
2022
(in thousands, except per share amounts)
Revenue:
Consignment $ 55,877  $ 37,470  $ 213,609  $ 174,994 
Product 25,516  33,848  108,413  113,385 
Total revenue 81,393  71,318  322,022  288,379 
Cost of revenue:
Consignment 10,801  7,661  39,732  37,015 
Product 20,239  18,691  68,485  59,026 
Total cost of revenue 31,040  26,352  108,217  96,041 
Gross profit 50,353  44,966  213,805  192,338 
Operating expenses:
Operations, product and technology 38,239  33,818  156,712  155,642 
Marketing 11,354  12,999  66,273  64,369 
Sales, general and administrative 15,510  14,538  62,657  61,814 
Total operating expenses 65,103  61,355  285,642  281,825 
Operating loss (14,750) (16,389) (71,837) (89,487)
Interest expense (709) (41) (2,239) (805)
Other income (expense), net 841  (3,065) 2,847  (1,957)
Loss before income taxes (14,618) (19,495) (71,229) (92,249)
Provision (benefit) for income taxes
(5) 19  35 
Net loss $ (14,613) $ (19,499) $ (71,248) $ (92,284)
Loss per share, basic and diluted $ (0.14) $ (0.19) $ (0.68) $ (0.92)
Weighted-average shares used in computing loss per share, basic and diluted 107,716  101,027  104,875  99,817 
5


ThredUp Inc.
Consolidated Statements of Comprehensive Loss
(unaudited)
Three Months Ended Year Ended
December 31,
2023
December 31,
2022
December 31,
2023
December 31,
2022
(in thousands)
Net loss $ (14,613) $ (19,499) $ (71,248) $ (92,284)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments 1,549  2,840  777  (2,418)
Unrealized gain (loss) on available-for-sale securities 17  562  1,082  (722)
Total other comprehensive income (loss) 1,566  3,402  1,859  (3,140)
Total comprehensive loss $ (13,047) $ (16,097) $ (69,389) $ (95,424)
6


ThredUp Inc.
Consolidated Statements of Cash Flows
(unaudited)
Year Ended December 31,
2023 2022
(in thousands)
Cash flows from operating activities:
Net loss $ (71,248) $ (92,284)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 18,732  14,033 
Stock-based compensation expense 31,682  26,817 
Reduction in carrying amount of right-of-use assets 6,355  6,473 
Other 857  5,593 
Changes in operating assets and liabilities:
Accounts receivable, net (3,126) (530)
Inventory 2,209  (7,886)
Other current and non-current assets 1,180  893 
Accounts payable 1,697  (3,985)
Accrued and other current liabilities (9,092) 1,752 
Seller payable 5,312  (2,945)
Operating lease liabilities (7,095) 924 
Other non-current liabilities (54) (960)
Net cash used in operating activities (22,591) (52,105)
Cash flows from investing activities:
Purchases of marketable securities (17,915) (3,475)
Maturities of marketable securities 77,579  55,650 
Purchases of property and equipment
(15,984) (43,251)
Net cash provided by investing activities 43,680  8,924 
Cash flows from financing activities:
Proceeds from debt, net of discount —  391 
Repayment of debt (4,000) (6,333)
Proceeds from issuance of stock-based awards
5,162  4,202 
Payments of withholding taxes on stock-based awards (4,765) (2,196)
Net cash used in financing activities (3,603) (3,936)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (68) (672)
Net change in cash, cash equivalents and restricted cash 17,418  (47,789)
Cash, cash equivalents and restricted cash, beginning of period 44,051  91,840 
Cash, cash equivalents and restricted cash, end of period $ 61,469  $ 44,051 
7


ThredUp Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(unaudited)

Three Months Ended Year Ended
December 31,
2023
December 31,
2022
December 31,
2023
December 31,
2022
(in thousands)
Net loss $ (14,613) $ (19,499) $ (71,248) $ (92,284)
Stock-based compensation expense 6,775  6,059  31,682  26,817 
Depreciation and amortization 4,851  3,816  18,732  14,033 
Interest expense 709  41  2,239  805 
Severance and other 138  (14) 1,196  3,182 
Provision (benefit) for income taxes
(5) 19  35 
Impairment of non-marketable equity investment —  3,750  —  3,750 
Acquisition and offering-related expenses —  —  —  274 
Non-GAAP Adjusted EBITDA loss $ (2,145) $ (5,843) $ (17,380) $ (43,388)
8


Investors
ir@thredup.com
Media
media@thredup.com
About ThredUp
ThredUp is transforming resale with technology and a mission to inspire the world 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 first quarter and full year of 2024; statements about future operating results, capital expenditures and other developments in our business in the U.S. and Europe and our long term growth; the momentum of our business; our investments in technology and infrastructure, including our AI-powered search experience; our ability to successfully integrate and realize the benefits of our past or future strategic acquisitions, investments or restructuring activities; and our ability to attract new Active Buyers.

9


Forward-looking statements are neither historical facts nor assurances of future performance. Forward-looking statements involve substantial risks and uncertainties that may cause actual results to differ materially from those that we expect. These risks and uncertainties include, but are not limited to: our ability to attract new users and convert users into buyers and active buyers; our ability to achieve profitability; the sufficiency of our cash, cash equivalents and capital resources to meet our liquidity needs; our ability to effectively manage or sustain our growth and to effectively expand our operations; our ability to continue to generate revenue from new RaaS offerings as sources of revenue; risks from an intensely competitive market; our ability to effectively deploy new and evolving technologies, such as artificial intelligence and machine learning, in our offerings; risks arising from economic and industry trends, including the effects of foreign currency exchange rate fluctuations, inflationary pressures, increased interest rates, changing consumer habits, climate change and general global economic uncertainty; our ability to comply with applicable laws and regulations; and our ability to successfully integrate and realize the benefits of our past or future strategic acquisitions or investments. 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 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.
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.
Channels for Disclosure of Information
ThredUp intends to announce material information to the public through the ThredUp Investor Relations website ir.thredup.com, SEC filings, press releases, public conference calls, and public webcasts. ThredUp uses these channels, as well as social media, to communicate with its investors, customers, and the public about the company, its offerings, and other issues. It is possible that the information ThredUp posts on social media could be deemed to be material information. As such, ThredUp encourages investors, the media, and others to follow the channels listed above, including the social media channels listed on ThredUp’s investor relations website, and to review the information disclosed through such channels.
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.
10


Non-GAAP Financial Measures
This press release and the accompanying tables contain non-GAAP financial measures, including: Adjusted EBITDA loss and Adjusted EBITDA loss margin. In addition to our results determined in accordance with GAAP, we believe these non-GAAP measures, are useful in evaluating our operating performance. We use these measures to evaluate and assess our operating performance and the operating leverage in our business, and for internal planning and forecasting purposes. We believe that these non-GAAP measures, 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. Our non-GAAP measures 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. We encourage investors to review our results determined in accordance with GAAP and the accompanying reconciliations for more information.

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, stock-based compensation expense, depreciation and amortization, interest expense, severance and other, provision (benefit) for income taxes, impairment of non-marketable equity investment and acquisition and offering-related expenses. Non-GAAP Adjusted EBITDA loss margin represents Non-GAAP Adjusted EBITDA loss divided by total revenue for the same period.

11
EX-99.2 3 exhibit992supplementalfina.htm EX-99.2 Document

Exhibit 99.2
thredup_wordmarkxrgbxblackb.jpg
ThredUp Inc.
Fourth Quarter and Full Year 2023 Supplemental Financials

Key Financial Metrics for the Quarter
•Revenue of $81.4 million
◦vs. $71.3 million in 4Q22
◦Growth of 14.1% YoY
•Gross profit of $50.4 million
◦vs. $45.0 million in 4Q22
◦Growth of 12.0% YoY
•Gross margin of 61.9%
◦vs. 63.1% in 4Q22
•GAAP net loss of $14.6 million
◦vs. net loss of $19.5 million in 4Q22
•Adjusted EBITDA loss of $2.1 million
◦vs. loss of $5.8 million in 4Q22
•Adjusted EBITDA loss margin of 2.6%
◦vs. loss margin of 8.2% in 4Q22
•Cash, cash equivalents, restricted cash and short-term marketable securities were $69.6 million at the quarter end
•Total quarter Active Buyers of 1.797 million
◦vs. 1,651 in 4Q22
◦An increase of 8.8% YoY
•Total Orders of 1.807 million
◦vs. 1.545 million in 4Q22
◦An increase of 17.0% YoY
Key Financial Metrics for the Full Year 2023
•Revenue of $322.0 million
◦vs. $288.4 million in FY 2022
◦Growth of 11.7% YoY
•Gross profit of $213.8 million
◦vs. $192.3 million in FY 2022
◦Growth of 11.2% YoY
•Gross margin of 66.4%
◦vs. 66.7% in FY 2022
•GAAP net loss of $71.2 million
◦vs. net loss of $92.3 million in FY 2022
•Adjusted EBITDA loss of $17.4 million
◦vs. loss of $43.4 million in FY 2022
•Adjusted EBITDA loss margin of 5.4%
◦vs. loss margin of 15.0% in FY 2022
•Total Orders of 6.910 million
◦vs. 6.507 million in FY 2022
◦Growth of 6.2% 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 first quarter 2024, ThredUp expects:
•Revenue in the range of $79.0 million to $81.0 million
•Gross margin in the range of 68.5% to 70.5%
•Adjusted EBITDA loss margin in the range of 3.0% to 1.0%
•Depreciation and amortization of approximately $5.0 million
•Stock-based compensation of approximately $7.5 million
•Weighted-average shares of approximately 110 million
For fiscal year 2024, ThredUp expects:
•Revenue in the range of $340.0 million to $350.0 million
•Gross margin in the range of 69.5% to 71.5%
•Adjusted EBITDA margin in the range of 0.5% to 1.5%
•Depreciation and amortization of approximately $19.8 million
•Stock-based compensation of approximately $33.0 million
•Weighted-average shares of approximately 114 million
1


ThredUp Inc.
Condensed Consolidated Statements of Operations
(in thousands, except percentages, unaudited)
Three Months Ended March 31,
2022
June 30,
2022
September 30,
2022
December 31,
2022
March 31,
2023
June 30,
2023
September 30,
2023
December 31,
2023
Revenue:
Consignment $ 47,435  $ 48,536  $ 41,553  $ 37,470  $ 46,479  $ 53,415  $ 57,838  $ 55,877 
Product 25,260  27,885  26,392  33,848  29,443  29,243  24,211  25,516 
Total revenue 72,695  76,421  67,945  71,318  75,922  82,658  82,049  81,393 
Cost of revenue:
Consignment 10,049  10,218  9,087  7,661  9,220  9,580  10,131  10,801 
Product 12,418  13,555  14,362  18,691  15,609  17,346  15,291  20,239 
Total cost of revenue 22,467  23,773  23,449  26,352  24,829  26,926  25,422  31,040 
Gross profit 50,228  52,648  44,496  44,966  51,093  55,732  56,627  50,353 
Gross margin % of revenue 69.1  % 68.9  % 65.5  % 63.1  % 67.3  % 67.4  % 69.0  % 61.9  %
Operating expenses:
Operations, product and technology 39,161  43,961  38,702  33,818  38,347  39,771  40,355  38,239 
Marketing 16,978  19,640  14,752  12,999  16,870  18,643  19,406  11,354 
Sales, general and administrative 14,664  17,380  15,232  14,538  16,059  16,030  15,058  15,510 
Total operating expenses 70,803  80,981  68,686  61,355  71,276  74,444  74,819  65,103 
Operating expenses % of revenue 97.4  % 106.0  % 101.1  % 86.0  % 93.9  % 90.1  % 91.2  % 80.0  %
Operating loss (20,575) (28,333) (24,190) (16,389) (20,183) (18,712) (18,192) (14,750)
Operating loss % of revenue (28.3) % (37.1) % (35.6) % (23.0) % (26.6) % (22.6) % (22.6) % (18.1) %
Interest expense (423) (238) (103) (41) (77) (721) (732) (709)
Other income (expense), net 303  181  624  (3,065) 476  685  845  841 
Loss before income taxes (20,695) (28,390) (23,669) (19,495) (19,784) (18,748) (18,079) (14,618)
Provision (benefit) for income taxes
13  12  (5)
Net loss $ (20,708) $ (28,399) $ (23,678) $ (19,499) $ (19,793) $ (18,760) $ (18,082) $ (14,613)
Net loss margin (28.5) % (37.2) % (34.8) % (27.3) % (26.1) % (22.7) % (22.0) % (18.0) %
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ThredUp Inc.
Adjusted EBITDA Reconciliation
(in thousands, except percentages, unaudited)
Three Months Ended March 31,
2022
June 30,
2022
September 30,
2022
December 31,
2022
March 31,
2023
June 30,
2023
September 30,
2023
December 31,
2023
Net loss $ (20,708) $ (28,399) $ (23,678) $ (19,499) $ (19,793) $ (18,760) $ (18,082) $ (14,613)
Stock-based compensation expense 3,523  10,058  7,177  6,059  9,391  7,628  7,888  6,775 
Depreciation and amortization 3,271  3,407  3,539  3,816  3,681  4,836  5,364  4,851 
Interest expense 423  238  103  41  77  721  732  709 
Severance and other
311  1,076  1,809  (14) —  551  507  138 
Provision (benefit) for income taxes
13  12  (5)
Acquisition and offering-related expenses 204  70  —  —  —  —  —  — 
Impairment of non-marketable equity investment —  —  —  3,750  —  —  —  — 
Adjusted EBITDA loss $ (12,963) $ (13,541) $ (11,041) $ (5,843) $ (6,635) $ (5,012) $ (3,588) $ (2,145)
Adjusted EBITDA loss margin (17.8) % (17.7) % (16.2) % (8.2) % (8.7) % (6.1) % (4.4) % (2.6) %
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ThredUp Inc.
Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses
(in thousands, except percentages, unaudited)
Three Months Ended March 31,
2022
June 30,
2022
September 30,
2022
December 31,
2022
March 31,
2023
June 30,
2023
September 30,
2023
December 31,
2023
Operations, product and technology $ 39,161  $ 43,961  $ 38,702  $ 33,818  $ 38,347  $ 39,771  $ 40,355  $ 38,239 
Marketing 16,978  19,640  14,752  12,999  16,870  18,643  19,406  11,354 
Selling, general and administrative 14,664  17,380  15,232  14,538  16,059  16,030  15,058  15,510 
Total operating expenses 70,803  80,981  68,686  61,355  71,276  74,444  74,819  65,103 
Less: Stock-based compensation expense (3,523) (10,058) (7,177) (6,059) (9,391) (7,628) (7,888) (6,775)
Total non-GAAP adjusted operating expenses $ 67,280  $ 70,923  $ 61,509  $ 55,296  $ 61,885  $ 66,816  $ 66,931  $ 58,328 
Non-GAAP adjusted operating expenses % of revenue 92.6  % 92.8  % 90.5  % 77.5  % 81.5  % 80.8  % 81.6  % 71.7  %

ThredUp Inc.
Stock-Based Compensation Expense Details
(in thousands, unaudited)
Three Months Ended March 31,
2022
June 30,
2022
September 30,
2022
December 31,
2022
March 31,
2023
June 30,
2023
September 30,
2023
December 31,
2023
Operations, product and technology $ 1,392  $ 3,970  $ 2,480  $ 2,193  $ 3,671  $ 2,913  $ 2,858  $ 2,625 
Marketing 333  1,226  818  767  1,205  923  1,264  392 
Selling, general and administrative 1,798  4,862  3,879  3,099  4,515  3,792  3,766  3,758 
Total stock-based compensation expense $ 3,523  $ 10,058  $ 7,177  $ 6,059  $ 9,391  $ 7,628  $ 7,888  $ 6,775 
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ThredUp Inc.
Condensed Consolidated Balance Sheets
(in thousands, unaudited)
March 31,
2023
June 30,
2023
September 30,
2023
December 31,
2023
Assets:
Current assets:
Cash and cash equivalents $ 50,739  $ 51,073  $ 68,552  $ 56,084 
Marketable securities 42,733  25,856  5,575  8,100 
Accounts receivable, net 4,232  3,782  5,993  7,813 
Inventory 20,933  20,362  18,173  15,687 
Other current assets 6,338  8,238  7,199  6,204 
Total current assets 124,975  109,311  105,492  93,888 
Operating lease right-of-use assets 45,180  45,265  43,090  42,118 
Property and equipment, net 95,806  93,786  90,270  87,672 
Goodwill 11,805  11,756  11,455  11,957 
Intangible assets 10,044  9,346  8,460  8,156 
Other assets 6,960  6,867  6,621  6,176 
Total assets $ 294,770  $ 276,331  $ 265,388  $ 249,967 
Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable $ 12,747  $ 8,780  $ 12,426  $ 9,457 
Accrued and other current liabilities 47,976  43,334  40,225  35,934 
Seller payable 17,868  19,471  21,516  21,495 
Operating lease liabilities, current 5,792  5,834  6,383  5,949 
Current portion of long-term debt 3,882  3,830  3,834  3,838 
Total current liabilities 88,265  81,249  84,384  76,673 
Operating lease liabilities, non-current 47,521  47,356  45,257  44,621 
Long-term debt, net of current portion 24,831  23,928  22,968  22,006 
Other non-current liabilities 3,066  3,200  3,231  2,750 
Total liabilities 163,683  155,733  155,840  146,050 
Commitments and contingencies
Stockholders’ equity:
Common stock 10  11  11  11 
Additional paid-in capital 561,577  569,780  577,740  585,156 
Accumulated other comprehensive loss (3,080) (3,013) (3,941) (2,375)
Accumulated deficit (427,420) (446,180) (464,262) (478,875)
Total stockholders’ equity 131,087  120,598  109,548  103,917 
Total liabilities and stockholders’ equity $ 294,770  $ 276,331  $ 265,388  $ 249,967 
5


ThredUp Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)
Three Months Ended March 31,
2023
June 30,
2023
September 30,
2023
December 31,
2023
Cash flows from operating activities:
Net loss $ (19,793) $ (18,760) $ (18,082) $ (14,613)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization 3,681  4,836  5,364  4,851 
Stock-based compensation expense 9,391  7,628  7,888  6,775 
Reduction in carrying amount of right-of-use assets 1,207  1,970  1,611  1,567 
Other 41  250  (232) 798 
Changes in operating assets and liabilities:
Accounts receivable, net 1,010  (94) (2,289) (1,753)
Inventory (3,157) 487  1,797  3,082 
Other current and non-current assets 22  (721) 1,754  125 
Accounts payable 4,102  (3,925) 3,872  (2,352)
Accrued and other current liabilities (1,851) 101  (2,581) (4,761)
Seller payable 1,696  1,605  2,057  (46)
Operating lease liabilities (2,062) (2,178) (1,186) (1,669)
Other non-current liabilities 1,255  (1,580) 250  21 
Net cash provided by (used in) operating activities (4,458) (10,381) 223  (7,975)
Cash flows from investing activities:
Purchases of marketable securities —  (7,878) (1,973) (8,064)
Maturities of marketable securities 24,579  24,900  22,500  5,600 
Purchases of property and equipment
(5,679) (6,613) (1,483) (2,209)
Net cash provided by (used in) investing activities 18,900  10,409  19,044  (4,673)
Cash flows from financing activities:
Repayment of debt (1,000) (1,000) (1,000) (1,000)
Proceeds from issuance of stock-based awards
446  1,690  1,625  1,401 
Payments of withholding taxes on stock-based awards
(638) (1,247) (1,859) (1,021)
Net cash used in financing activities (1,192) (557) (1,234) (620)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (540) 864  (554) 162 
Net change in cash, cash equivalents and restricted cash 12,710  335  17,479  (13,106)
Cash, cash equivalents and restricted cash, beginning of period 44,051  56,761  57,096  74,575 
Cash, cash equivalents and restricted cash, end of period $ 56,761  $ 57,096  $ 74,575  $ 61,469 
6


Investors
ir@thredup.com
Media
media@thredup.com
About ThredUp
ThredUp is transforming resale with technology and a mission to inspire the world 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 first quarter and full year of 2024; 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, our non-GAAP financial 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 financial measures used by other companies.
A reconciliation is provided above for Adjusted EBITDA loss to net loss and Non-GAAP operating expenses to total 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, stock-based compensation expense, depreciation and amortization, interest expense, severance and other, provision (benefit) for income taxes, impairment of non-marketable equity investment and acquisition and offering-related expenses. 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 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 first quarter of 2024 and full year 2024, depreciation and amortization is expected to be $5.0 million and $19.8 million, respectively. In addition, for the first quarter of 2024 and full year 2024, stock-based compensation expense is expected to be $7.5 million and $33.0 million, respectively. These items are uncertain, depend on various factors, and could result in the projected net loss being materially less than indicated by the currently estimated Adjusted EBITDA margin.
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