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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 5, 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 August 5, 2024, ThredUp Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2024. 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: August 5, 2024
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EX-99.1 2 exhibit991earningsreleaseq.htm EX-99.1 Document

Exhibit 99.1
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ThredUp Announces Second Quarter 2024 Results
•Second quarter revenue of $79.8 million, representing a decrease of 4% year-over-year.
•Second quarter gross margin of 70.4% and an increase in gross profit of 1% year-over-year.
•Active Buyers of 1.7 million and Orders of 1.7 million in Q2 2024, representing a decrease of 3% and a decrease of 6%, respectively, year-over-year.
•Evaluating strategic alternatives for its European business; providing Q3, Q4, and updated FY 2024 guidance for both consolidated and U.S. only operations.
Oakland, CA — August 5, 2024 — 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 second quarter ended June 30, 2024 and updated full year 2024 financial outlook.
“While this quarter presented challenges in both the U.S. and Europe, we have emerged with a renewed focus,” said ThredUp CEO and co-founder James Reinhart. “Looking ahead, we are intent on enhancing our product experience through gen-AI, improving our unit economics and driving process improvements throughout our operations. As we become a US only business again, we expect to grow faster, with structurally higher gross margins, positive adjusted EBITDA, and free cash flow."
Second Quarter 2024 Financial Highlights
•Revenue: Total revenue of $79.8 million, a decrease of 4% year-over-year.
◦U.S. revenue of $66.7 million, flat year-over-year.
◦Europe revenue of $13.0 million, a decrease of 18% year-over-year.
•Gross Profit and Gross Margin: Gross profit totaled $56.1 million, an increase of 1% year-over-year. Gross margin was 70.4% as compared to 67.4% for the second quarter 2023.
◦U.S. gross profit of $52.6 million, an increase of 3% year-over-year. Gross margin was 78.8% as compared to 76.4% for the second quarter 2023.
◦Europe gross profit of $3.6 million, a decrease of 25% year-over-year. Gross margin was 27.3% as compared to 29.8% for the second quarter 2023.
•Net Loss: Net loss was $14.0 million, or a negative 17.5% of revenue, for the second quarter 2024, compared to a net loss of $18.8 million, or a negative 22.7% of revenue, for the second quarter 2023.
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•Adjusted EBITDA Loss and Adjusted EBITDA Loss Margin1: Adjusted EBITDA loss was $1.5 million, or a negative 1.9% of revenue, for the second quarter 2024, compared to an Adjusted EBITDA loss of $5.0 million, or a negative 6.1% of revenue, for the second quarter 2023.
•Active Buyers and Orders: Active Buyers of 1.666 million and Orders of 1.686 million, representing a decrease of 3% and a decrease of 6%, respectively, over the second quarter 2023.
Recent Business Highlights
•Evaluating Strategic Alternatives for its European Business: Following a review of its European operations, ThredUp intends to exit the European market and is evaluating strategic alternatives for its Remix business. In 2023, Remix generated net revenue of $63.5 million and gross margin of 24.2%.
•Launched AI-powered Search Features: ThredUp launched a new suite of AI-enabled search features to personalize the shopping experience, including improved search, image search, and style chat. These features are designed to enable ThredUp customers to easily discover and shop the company inventory of over 4 million single-SKU items. These algorithms continuously learn and improve, providing customers with relevant and personalized results.
•Published Third Annual Impact Report: ThredUp released its third annual Impact Report in August 2024. Through transparent reporting and disclosures, the report provides a comprehensive view of ThredUp’s environmental, social, and governance (ESG) profile, outlining the company’s business and brand-aligned ESG strategy and detailing the progress the company made across ESG initiatives in 2023. Read the report here https://ir.thredup.com/impact-at-thredUp.
Financial Outlook
For the third quarter 2024, ThredUp expects:
•Consolidated Revenue in the range of $69 million to $71 million.
◦U.S. Revenue in the range of $59 million to $61 million.
•Consolidated Gross margin in the range of 69.8% to 71.8%.
◦U.S. Gross margin in the range of 77.5% to 79.5%.
•Consolidated Adjusted EBITDA margin in the range of (6.0)% to (4.0)%.
◦U.S. Adjusted EBITDA margin in the range of (1.0)% to 1.0%.
For the fourth quarter 2024, ThredUp expects:
•Consolidated Revenue in the range of $70 million to $72 million.
◦U.S. Revenue in the range of $57 million to $59 million.
•Consolidated Gross margin in the range of 68.8% to 70.8%.
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 and Adjusted EBITDA loss margin to the most directly comparable GAAP measures and “Non-GAAP Financial Measures” for a discussion of why we believe these non-GAAP measures are useful.
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◦U.S. Gross margin in the range of 77.5% to 79.5%.
•Consolidated Adjusted EBITDA margin in the range of (4.5)% to (2.5)%.
◦U.S. Adjusted EBITDA margin in the range of 0.0% to 2.0%.
For the full fiscal year 2024, ThredUp expects:
•Consolidated Revenue in the range of $298 million to $302 million.
◦U.S. Revenue in the range of $247 million to $251 million.
•Consolidated Gross margin in the range of 69.6% to 70.6%.
◦U.S. Gross margin in the range of 78.5% to 79.5%.
•Consolidated Adjusted EBITDA margin in the range of (3.3)% to (2.3)%.
◦U.S. Adjusted EBITDA margin in the range of 1.0% to 2.0%.
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, stock-based compensation expense, depreciation and amortization, severance and other reorganization costs, interest expense, provision (benefit) for income taxes, acquisition and offering-related expenses, and impairment of non-marketable equity investment. 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 third and the fourth quarters of 2024 and full year 2024, depreciation and amortization is expected to be $4.8 million, $4.8 million and $19.4 million, respectively. In addition, for the third and the fourth quarters of 2024 and full year 2024, stock-based compensation expense is expected to be $6.9 million, $6.8 million and $28.0 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.
ThredUp is not providing a quantitative reconciliation for free cash flow estimates on a forward-looking basis because it is unable, without making unreasonable efforts, to provide a meaningful or reasonably accurate calculation or estimation of net cash provided by (used in) operating activities and certain reconciling items on a forward-looking basis, which could be significant to the Company's results.
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.
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ThredUp Inc.
Condensed Consolidated Balance Sheets
(unaudited)
June 30,
2024
December 31,
2023
(in thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 44,755  $ 56,084 
Marketable securities 10,525  8,100 
Accounts receivable, net 5,888  7,813 
Inventory 10,313  15,687 
Other current assets 6,698  6,204 
Total current assets 78,179  93,888 
Operating lease right-of-use assets 45,624  42,118 
Property and equipment, net 82,839  87,672 
Goodwill 11,608  11,957 
Intangible assets 6,628  8,156 
Other assets 6,333  6,176 
Total assets $ 231,211  $ 249,967 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 10,897  $ 9,457 
Accrued and other current liabilities 34,210  35,934 
Seller payable 19,182  21,495 
Operating lease liabilities, current 5,513  5,949 
Current portion of long-term debt 3,847  3,838 
Total current liabilities 73,649  76,673 
Operating lease liabilities, non-current 48,068  44,621 
Long-term debt, net of current portion 20,080  22,006 
Other non-current liabilities 2,925  2,750 
Total liabilities 144,722  146,050 
Commitments and contingencies
Stockholders’ equity:
Class A and B common stock, $0.0001 par value; 1,120,000 shares authorized as of June 30, 2024 and December 31, 2023; 112,386 and 108,784 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively
11  11 
Additional paid-in capital 599,333  585,156 
Accumulated other comprehensive loss (3,472) (2,375)
Accumulated deficit (509,383) (478,875)
Total stockholders’ equity 86,489  103,917 
Total liabilities and stockholders’ equity $ 231,211  $ 249,967 
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ThredUp Inc.
Condensed Consolidated Statements of Operations
(unaudited)
Three Months Ended Six Months Ended
June 30,
2024
June 30,
2023
June 30,
2024
June 30,
2023
(in thousands, except per share amounts)
Revenue:
Consignment $ 63,855  $ 53,415  $ 125,080  $ 99,894 
Product 15,900  29,243  34,263  58,686 
Total revenue 79,755  82,658  159,343  158,580 
Cost of revenue:
Consignment 12,266  9,580  22,768  18,800 
Product 11,369  17,346  25,129  32,955 
Total cost of revenue 23,635  26,926  47,897  51,755 
Gross profit 56,120  55,732  111,446  106,825 
Operating expenses:
Operations, product, and technology 38,921  39,771  79,972  78,118 
Marketing 16,053  18,643  29,466  35,513 
Sales, general, and administrative 15,440  16,030  33,013  32,089 
Total operating expenses 70,414  74,444  142,451  145,720 
Operating loss (14,294) (18,712) (31,005) (38,895)
Interest expense (652) (721) (1,329) (798)
Other income, net 998  685  1,843  1,161 
Loss before provision for income taxes (13,948) (18,748) (30,491) (38,532)
Provision for income taxes 12  17  21 
Net loss $ (13,954) $ (18,760) $ (30,508) $ (38,553)
Loss per share, basic and diluted $ (0.13) $ (0.18) $ (0.28) $ (0.37)
Weighted-average shares used in computing loss per share, basic and diluted 110,997  103,905  110,145  102,911 
6


ThredUp Inc.
Condensed Consolidated Statements of Comprehensive Loss
(unaudited)
Three Months Ended Six Months Ended
June 30,
2024
June 30,
2023
June 30,
2024
June 30,
2023
(in thousands)
Net loss $ (13,954) $ (18,760) $ (30,508) $ (38,553)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments (231) (236) (1,095) 308 
Unrealized gain (loss) on available-for-sale securities 303  (2) 913 
Total other comprehensive income (loss) (227) 67  (1,097) 1,221 
Total comprehensive loss $ (14,181) $ (18,693) $ (31,605) $ (37,332)
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ThredUp Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
Six Months Ended
June 30,
2024
June 30,
2023
(in thousands)
Cash flows from operating activities:
Net loss $ (30,508) $ (38,553)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 9,798  8,517 
Stock-based compensation expense 14,220  17,019 
Reduction in carrying amount of right-of-use assets 3,093  3,177 
Other (691) 291 
Changes in operating assets and liabilities:
Accounts receivable, net 1,842  916 
Inventory 5,029  (2,670)
Other current and non-current assets (10) (699)
Accounts payable 1,105  177 
Accrued and other current liabilities (1,635) (1,750)
Seller payable (2,293) 3,301 
Operating lease liabilities (3,585) (4,240)
Other non-current liabilities 56  (325)
Net cash used in operating activities (3,579) (14,839)
Cash flows from investing activities:
Purchases of marketable securities (15,153) (7,878)
Maturities of marketable securities 13,000  49,479 
Purchases of property and equipment (2,790) (12,292)
Net cash provided by (used in) investing activities (4,943) 29,309 
Cash flows from financing activities:
Repayment of debt (2,000) (2,000)
Proceeds from issuance of stock-based awards 1,788  2,136 
Payments of withholding taxes on stock-based awards (2,450) (1,885)
Net cash used in financing activities (2,662) (1,749)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash (160) 324 
Net change in cash, cash equivalents, and restricted cash (11,344) 13,045 
Cash, cash equivalents, and restricted cash, beginning of period 61,469  44,051 
Cash, cash equivalents, and restricted cash, end of period $ 50,125  $ 57,096 
8


ThredUp Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(unaudited)
Adjusted EBITDA Reconciliation
Three Months Ended Six Months Ended
June 30,
2024
June 30,
2023
June 30,
2024
June 30,
2023
(in thousands)
Net loss $ (13,954) $ (18,760) $ (30,508) $ (38,553)
Stock-based compensation expense 7,009  7,628  14,220  17,019 
Depreciation and amortization 4,865  4,836  9,798  8,517 
Severance and other reorganization costs
(122) 551  2,864  551 
Interest expense 652  721  1,329  798 
Provision for income taxes 12  17  21 
Non-GAAP Adjusted EBITDA loss $ (1,544) $ (5,012) $ (2,280) $ (11,647)
Total revenue $ 79,755  $ 82,658  $ 159,343  $ 158,580 
Non-GAAP Adjusted EBITDA loss margin (1.9) % (6.1) % (1.4) % (7.3) %
Free Cash Flow Reconciliation
Six Months Ended
June 30,
2024
June 30,
2023
(in thousands)
Net cash used in operating activities $ (3,579) $ (14,839)
Less: Purchases of property and equipment
(2,790) (12,292)
Non-GAAP free cash flow
$ (6,369) $ (27,131)
9


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 enjoy 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 enjoy 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 200 million unique secondhand items from 60,000 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”, “looking ahead”, “seeking” 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 and the fourth quarters and full year of 2024; the Company’s intention to exit the European market and to seek strategic alternatives for its European business; statements about future operating results, capital expenditures and other developments in our business, our long term growth and the focus of the Company’s resources and attention in the United States; trends, consumer demand and growth in the global and U.S. online resale markets; the momentum of our business; our investments in technology and infrastructure, including with respect to AI technologies such as AI enabled search features; our ability to successfully integrate and realize the benefits of our past or future strategic acquisitions, investments or reorganization activities, including our intention to reshape ThredUp into an AI-powered resale company; the impact, including on an annualized basis, of our reduction in corporate expenses and headcount; 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.
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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 exit our European business and identify and execute a strategic alternative for our European business; 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 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.
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.
Non-GAAP Financial Measures and Other Operating and Business Metrics
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This press release and the accompanying tables contain non-GAAP financial measures, including: Adjusted EBITDA loss and Adjusted EBITDA loss margin, free cash flow and other operating and business metrics. In addition to our results determined in accordance with GAAP, we believe that these non-GAAP measures and other operating and business metrics, are useful in evaluating our operating performance and enhancing an overall understanding of our financial position. We use these measures and metrics to evaluate and assess our operating performance, 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 and other operating and business metrics 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 and other operating and business metrics 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, severance and other reorganization costs, interest expense, and provision for income taxes. Non-GAAP Adjusted EBITDA loss margin represents Non-GAAP Adjusted EBITDA loss divided by total revenue for the same period.
A reconciliation is provided above for free cash flow to cash flows from operations, the most directly comparable financial measure stated in accordance with GAAP. We calculate free cash flow as Net cash used in operating activities adjusted to exclude Purchases of property and equipment.
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.
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EX-99.2 3 exhibit992supplementalfina.htm EX-99.2 Document

Exhibit 99.2
thredup_wordmarkxrgbxblack1.jpg
ThredUp Inc.
Second Quarter 2024 Supplemental Financials
Key Financial Metrics for the Quarter
•Revenue of $79.8 million
◦vs. $82.7 million in 2Q23
◦Decline of 3.5% YoY
•Gross profit of $56.1 million
◦vs. $55.7 million in 2Q23
◦Growth of 0.7% YoY
•Gross margin of 70.4%
◦vs. 67.4% in 2Q23
•GAAP net loss of $14.0 million
◦vs. net loss of $18.8 million in 2Q23
•Adjusted EBITDA loss of $1.5 million
◦vs. loss of $5.0 million in 2Q23
•Adjusted EBITDA loss margin of 1.9%
◦vs. loss margin of 6.1% in 2Q23
•Cash, cash equivalents, restricted cash and short-term marketable securities were $60.7 million at the quarter end
•Total quarter Active Buyers of 1.666 million
◦vs. 1.710 million in 2Q23
◦A decrease of 2.6% YoY
•Total Orders of 1.686 million
◦vs. 1.789 million in 2Q23
◦A decrease of 5.8% YoY
Financial Outlook
For third quarter 2024, ThredUp expects:
•Consolidated Revenue in the range of $69 million to $71 million
◦U.S. Revenue in the range of $59 million to $61 million
•Consolidated Gross margin in the range of 69.8% to 71.8%
◦U.S. Gross margin in the range of 77.5% to 79.5%
•Consolidated Adjusted EBITDA margin in the range of (6.0)% to (4.0)%
◦U.S. Adjusted EBITDA margin in the range of (1.0)% to 1.0%
•Consolidated Depreciation and amortization of approximately $4.8 million
•Consolidated Stock-based compensation of approximately $6.9 million
•Weighted-average shares of approximately 113 million
For fourth quarter 2024, ThredUp expects:
•Consolidated Revenue in the range of $70 million to $72 million
◦U.S. Revenue in the range of $57 million to $59 million
•Consolidated Gross margin in the range of 68.8% to 70.8%
◦U.S. Gross margin in the range of 77.5% to 79.5%
•Consolidated Adjusted EBITDA margin in the range of (4.5)% to (2.5)%
◦U.S. Adjusted EBITDA margin in the range of 0.0% to 2.0%
•Consolidated Depreciation and amortization of approximately $4.8 million
•Consolidated Stock-based compensation of approximately $6.8 million
•Weighted-average shares of approximately 115 million
For fiscal year 2024, ThredUp expects:
•Consolidated Revenue in the range of $298 million to $302 million
◦U.S. Revenue in the range of $247 million to $251 million
•Consolidated Gross margin in the range of 69.6% to 70.6%
◦U.S. Gross margin in the range of 78.5% to 79.5%
•Consolidated Adjusted EBITDA margin in the range of (3.3)% to (2.3)%
◦U.S. Adjusted EBITDA margin in the range of 1.0% to 2.0%
•Depreciation and amortization of approximately $19.4 million
•Stock-based compensation of approximately $28.0 million
•Weighted-average shares of approximately 114 million
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.
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ThredUp Inc.
Condensed Consolidated Statements of Operations
(in thousands, except percentages, unaudited)
Three Months Ended September 30,
2022
December 31,
2022
March 31,
2023
June 30,
2023
September 30,
2023
December 31,
2023
March 31,
2024
June 30,
2024
Revenue:
Consignment $ 41,553  $ 37,470  $ 46,479  $ 53,415  $ 57,838  $ 55,877  $ 61,225  $ 63,855 
Product 26,392  33,848  29,443  29,243  24,211  25,516  18,363  15,900 
Total revenue 67,945  71,318  75,922  82,658  82,049  81,393  79,588  79,755 
Cost of revenue:
Consignment 9,087  7,661  9,220  9,580  10,131  10,801  10,502  12,266 
Product 14,362  18,691  15,609  17,346  15,291  20,239  13,760  11,369 
Total cost of revenue 23,449  26,352  24,829  26,926  25,422  31,040  24,262  23,635 
Gross profit 44,496  44,966  51,093  55,732  56,627  50,353  55,326  56,120 
Gross margin % of revenue 65.5  % 63.1  % 67.3  % 67.4  % 69.0  % 61.9  % 69.5  % 70.4  %
Operating expenses:
Operations, product and technology 38,702  33,818  38,347  39,771  40,355  38,239  41,051  38,921 
Marketing 14,752  12,999  16,870  18,643  19,406  11,354  13,413  16,053 
Sales, general and administrative 15,232  14,538  16,059  16,030  15,058  15,510  17,573  15,440 
Total operating expenses 68,686  61,355  71,276  74,444  74,819  65,103  72,037  70,414 
Operating expenses % of revenue 101.1  % 86.0  % 93.9  % 90.1  % 91.2  % 80.0  % 90.5  % 88.3  %
Operating loss (24,190) (16,389) (20,183) (18,712) (18,192) (14,750) (16,711) (14,294)
Operating loss % of revenue (35.6) % (23.0) % (26.6) % (22.6) % (22.6) % (18.1) % (21.0) % (17.9) %
Interest expense (103) (41) (77) (721) (732) (709) (677) (652)
Other income (expense), net 624  (3,065) 476  685  845  841  845  998 
Loss before income taxes (23,669) (19,495) (19,784) (18,748) (18,079) (14,618) (16,543) (13,948)
Provision (benefit) for income taxes
12  (5) 11 
Net loss $ (23,678) $ (19,499) $ (19,793) $ (18,760) $ (18,082) $ (14,613) $ (16,554) $ (13,954)
Net loss margin (34.8) % (27.3) % (26.1) % (22.7) % (22.0) % (18.0) % (20.8) % (17.5) %
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ThredUp Inc.
Reconciliation of Net Loss to Adjusted EBITDA
(in thousands, except percentages, unaudited)
Three Months Ended September 30,
2022
December 31,
2022
March 31,
2023
June 30,
2023
September 30,
2023
December 31,
2023
March 31,
2024
June 30,
2024
Net loss $ (23,678) $ (19,499) $ (19,793) $ (18,760) $ (18,082) $ (14,613) $ (16,554) $ (13,954)
Stock-based compensation expense 7,177  6,059  9,391  7,628  7,888  6,775  7,211  7,009 
Depreciation and amortization 3,539  3,816  3,681  4,836  5,364  4,851  4,933  4,865 
Severance and other reorganization costs
1,809  (14) —  551  507  138  2,986  (122)
Interest expense 103  41  77  721  732  709  677  652 
Provision (benefit) for income taxes
12  (5) 11 
Impairment of non-marketable equity investment —  3,750  —  —  —  —  —  — 
Adjusted EBITDA loss $ (11,041) $ (5,843) $ (6,635) $ (5,012) $ (3,588) $ (2,145) $ (736) $ (1,544)
Adjusted EBITDA loss margin (16.2) % (8.2) % (8.7) % (6.1) % (4.4) % (2.6) % (0.9) % (1.9) %
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ThredUp Inc.
Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses
(in thousands, except percentages, unaudited)
Three Months Ended September 30,
2022
December 31,
2022
March 31,
2023
June 30,
2023
September 30,
2023
December 31,
2023
March 31,
2024
June 30,
2024
Operations, product, and technology $ 38,702  $ 33,818  $ 38,347  $ 39,771  $ 40,355  $ 38,239  $ 41,051  $ 38,921 
Marketing 14,752  12,999  16,870  18,643  19,406  11,354  13,413  16,053 
Sales, general, and administrative 15,232  14,538  16,059  16,030  15,058  15,510  17,573  15,440 
Total operating expenses 68,686  61,355  71,276  74,444  74,819  65,103  72,037  70,414 
Less: Stock-based compensation expense (7,177) (6,059) (9,391) (7,628) (7,888) (6,775) (7,211) (7,009)
Less: Severance and other
(1,809) 14  —  (551) (507) (138) (2,986) 122 
Total non-GAAP operating expenses $ 59,700  $ 55,310  $ 61,885  $ 66,265  $ 66,424  $ 58,190  $ 61,840  $ 63,527 
Non-GAAP operating expenses % of revenue 87.9  % 77.6  % 81.5  % 80.2  % 81.0  % 71.5  % 77.7  % 79.7  %

ThredUp Inc.
Stock-Based Compensation Expense Details
(in thousands, unaudited)
Three Months Ended September 30,
2022
December 31,
2022
March 31,
2023
June 30,
2023
September 30,
2023
December 31,
2023
March 31,
2024
June 30,
2024
Operations, product, and technology $ 2,480  $ 2,193  $ 3,671  $ 2,913  $ 2,858  $ 2,625  $ 2,571  $ 2,867 
Marketing 818  767  1,205  923  1,264  392  202  161 
Sales, general, and administrative 3,879  3,099  4,515  3,792  3,766  3,758  4,438  3,981 
Total stock-based compensation expense $ 7,177  $ 6,059  $ 9,391  $ 7,628  $ 7,888  $ 6,775  $ 7,211  $ 7,009 

ThredUp Inc.
Severance and Other Reorganization Costs Details
(in thousands, unaudited)
Three Months Ended September 30,
2022
December 31,
2022
March 31,
2023
June 30,
2023
September 30,
2023
December 31,
2023
March 31,
2024
June 30,
2024
Operations, product, and technology $ 1,260  $ (22) $ —  $ 115  $ 148  $ 78  $ 1,197  $ (94)
Marketing 99  —  —  255  243  59  537  (2)
Sales, general, and administrative 450  —  181  116  1,252  (26)
Total severance and other reorganization costs
$ 1,809  $ (14) $ —  $ 551  $ 507  $ 138  $ 2,986  $ (122)
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ThredUp Inc.
Condensed Consolidated Balance Sheets
(in thousands, unaudited)
September 30,
2023
December 31,
2023
March 31,
2024
June 30,
2024
Assets:
Current assets:
Cash and cash equivalents $ 68,552  $ 56,084  $ 50,112  $ 44,755 
Marketable securities 5,575  8,100  12,399  10,525 
Accounts receivable, net 5,993  7,813  6,929  5,888 
Inventory 18,173  15,687  11,582  10,313 
Other current assets 7,199  6,204  5,834  6,698 
Total current assets 105,492  93,888  86,856  78,179 
Operating lease right-of-use assets 43,090  42,118  47,138  45,624 
Property and equipment, net 90,270  87,672  85,083  82,839 
Goodwill 11,455  11,957  11,677  11,608 
Intangible assets 8,460  8,156  7,329  6,628 
Other assets 6,621  6,176  6,196  6,333 
Total assets $ 265,388  $ 249,967  $ 244,279  $ 231,211 
Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable $ 12,426  $ 9,457  $ 9,133  $ 10,897 
Accrued and other current liabilities 40,225  35,934  37,541  34,210 
Seller payable 21,516  21,495  21,037  19,182 
Operating lease liabilities, current 6,383  5,949  5,517  5,513 
Current portion of long-term debt 3,834  3,838  3,843  3,847 
Total current liabilities 84,384  76,673  77,071  73,649 
Operating lease liabilities, non-current 45,257  44,621  49,750  48,068 
Long-term debt, net of current portion 22,968  22,006  21,044  20,080 
Other non-current liabilities 3,231  2,750  2,884  2,925 
Total liabilities 155,840  146,050  150,749  144,722 
Commitments and contingencies
Stockholders’ equity:
Common stock 11  11  11  11 
Additional paid-in capital 577,740  585,156  592,193  599,333 
Accumulated other comprehensive loss (3,941) (2,375) (3,245) (3,472)
Accumulated deficit (464,262) (478,875) (495,429) (509,383)
Total stockholders’ equity 109,548  103,917  93,530  86,489 
Total liabilities and stockholders’ equity $ 265,388  $ 249,967  $ 244,279  $ 231,211 
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ThredUp Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)
Three Months Ended September 30,
2023
December 31,
2023
March 31,
2024
June 30,
2024
Cash flows from operating activities:
Net loss $ (18,082) $ (14,613) $ (16,554) $ (13,954)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization 5,364  4,851  4,933  4,865 
Stock-based compensation expense 7,888  6,775  7,211  7,009 
Reduction in carrying amount of right-of-use assets 1,611  1,567  1,667  1,426 
Other (232) 798  28  (719)
Changes in operating assets and liabilities:
Accounts receivable, net (2,289) (1,753) 815  1,027 
Inventory 1,797  3,082  3,825  1,204 
Other current and non-current assets 1,754  125  312  (322)
Accounts payable 3,872  (2,352) (223) 1,328 
Accrued and other current liabilities (2,581) (4,761) 1,742  (3,377)
Seller payable 2,057  (46) (442) (1,851)
Operating lease liabilities (1,186) (1,669) (1,986) (1,599)
Other non-current liabilities 250  21  65  (9)
Net cash provided by (used in) operating activities 223  (7,975) 1,393  (4,972)
Cash flows from investing activities:
Purchases of marketable securities (1,973) (8,064) (8,665) (6,488)
Maturities of marketable securities 22,500  5,600  4,500  8,500 
Purchases of property and equipment (1,483) (2,209) (1,620) (1,170)
Net cash provided by (used in) investing activities 19,044  (4,673) (5,785) 842 
Cash flows from financing activities:
Repayment of debt (1,000) (1,000) (1,000) (1,000)
Proceeds from issuance of stock-based awards 1,625  1,401  727  1,061 
Payment of withholding taxes on stock-based awards (1,859) (1,021) (1,207) (1,243)
Net cash used in financing activities (1,234) (620) (1,480) (1,182)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash (554) 162  (115) (45)
Net change in cash, cash equivalents, and restricted cash 17,479  (13,106) (5,987) (5,357)
Cash, cash equivalents, and restricted cash, beginning of period 57,096  74,575  61,469  55,482 
Cash, cash equivalents, and restricted cash, end of period $ 74,575  $ 61,469  $ 55,482  $ 50,125 
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ThredUp Inc.
Reconciliation of GAAP Net Cash Provided By (Used In) Operating Activities to Non-GAAP Free Cash Flow
(in thousands, unaudited)
Three Months Ended September 30,
2023
December 31,
2023
March 31,
2024
June 30,
2024
Net cash provided by (used in) operating activities $ 223  $ (7,975) $ 1,393  $ (4,972)
Less: Purchases of property and equipment
(1,483) (2,209) (1,620) (1,170)
Non-GAAP free cash flow
$ (1,260) $ (10,184) $ (227) $ (6,142)
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ThredUp Inc.
Geographic Information for Revenue, Gross Profit and Gross Margin
(in thousands, except percentages, unaudited)
Three Months Ended March 31,
2023
June 30,
2023
September 30,
2023
December 31,
2023
March 31,
2024
June 30,
2024
Revenue:
U.S.
$ 62,244  $ 66,720  $ 68,084  $ 61,447  $ 64,533  $ 66,717 
Europe
13,678  15,938  13,965  19,946  15,055  13,038 
Total
$ 75,922  $ 82,658  $ 82,049  $ 81,393  $ 79,588  $ 79,755 
Gross Profit:
U.S.
$ 46,400  $ 50,986  $ 53,454  $ 47,622  $ 51,713  $ 52,558 
Europe
4,693  4,746  3,173  2,731  3,613  3,562 
Total
$ 51,093  $ 55,732  $ 56,627  $ 50,353  $ 55,326  $ 56,120 
Gross Margin:
U.S.
74.5  % 76.4  % 78.5  % 77.5  % 80.1  % 78.8  %
Europe 34.3  % 29.8  % 22.7  % 13.7  % 24.0  % 27.3  %
ThredUp Inc.
U.S. Active Buyers
(in millions, unaudited)
Three Months Ended March 31,
2023
June 30,
2023
September 30,
2023
December 31,
2023
March 31,
2024
June 30,
2024
U.S. Active Buyers
1.330  1.332  1.346  1.357  1.296  1.257 
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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 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 enjoy 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 enjoy 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 200 million unique secondhand items from 60,000 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,” “looking ahead,” seeking 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 and the fourth quarters and full year of 2024; statements about the Company’s intention to exit the European market and to seek strategic alternatives for its Remix business; statements about future operating results and our long term growth and the focus of the Company’s resources and attention in the United States; trends, consumer demand and growth in the global and U.S. online resale markets; the momentum of our business; our investments in technology and infrastructure, including with respect to AI technologies; our ability to successfully integrate and realize the benefits of our past or future strategic acquisitions, investments or reorganization activities, including our intention to reshape ThredUp into an AI-powered resale company; the impact, including on an annualized basis, of our reduction in corporate expenses and headcount; 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.
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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.
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.
Non-GAAP Financial Measures and Other Operating and Business Metrics
This financial supplement and the accompanying tables contain non-GAAP financial measures: Adjusted EBITDA loss, Adjusted EBITDA loss margin, free cash flow, Non-GAAP operating expenses, and other operating and business metrics. In addition to our results determined in accordance with GAAP, we believe that these non-GAAP financial measures and other operating and business metrics are useful in evaluating our operating performance and enhancing an overall understanding of our financial position. We use these measures and metrics to evaluate and assess our operating performance, and for internal planning and forecasting purposes. We believe that these non-GAAP financial 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 financial measures and other operating and business metrics 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 and other operating and business metrics 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, severance and other reorganization costs, interest expense, provision (benefit) for income taxes, and impairment of non-marketable equity investment. Non-GAAP Adjusted EBITDA loss margin represents Non-GAAP Adjusted EBITDA loss divided by total revenue for the same period. Non-GAAP operating expenses are operating expenses adjusted to exclude stock-based compensation expense and severance and other reorganization costs.
A reconciliation is provided above for Non-GAAP free cash flow to Net cash provided by (used in) operating activities, the most directly comparable financial measure stated in accordance with GAAP. We calculate free cash flow as Net cash provided by (used in) operating activities adjusted to exclude Purchases of property and equipment.
We encourage investors to review our results determined in accordance with GAAP and the accompanying reconciliations for more information.
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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.
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