FALSE000148477800014847782024-08-052024-08-05

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)

Delaware001-4024926-4009181
(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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per shareTDUP
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 NumberDescription
99.1
99.2
104Cover 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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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 securities10,525 8,100 
Accounts receivable, net5,888 7,813 
Inventory10,313 15,687 
Other current assets6,698 6,204 
Total current assets78,179 93,888 
Operating lease right-of-use assets45,624 42,118 
Property and equipment, net82,839 87,672 
Goodwill11,608 11,957 
Intangible assets6,628 8,156 
Other assets6,333 6,176 
Total assets$231,211 $249,967 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$10,897 $9,457 
Accrued and other current liabilities34,210 35,934 
Seller payable19,182 21,495 
Operating lease liabilities, current5,513 5,949 
Current portion of long-term debt3,847 3,838 
Total current liabilities73,649 76,673 
Operating lease liabilities, non-current48,068 44,621 
Long-term debt, net of current portion20,080 22,006 
Other non-current liabilities2,925 2,750 
Total liabilities144,722 146,050 
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 capital599,333 585,156 
Accumulated other comprehensive loss(3,472)(2,375)
Accumulated deficit(509,383)(478,875)
Total stockholders’ equity86,489 103,917 
Total liabilities and stockholders’ equity$231,211 $249,967 
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ThredUp Inc.
Condensed Consolidated Statements of Operations
(unaudited)
Three Months EndedSix 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 $99,894 
Product15,900 29,243 34,263 58,686 
Total revenue79,755 82,658 159,343 158,580 
Cost of revenue:
Consignment12,266 9,580 22,768 18,800 
Product11,369 17,346 25,129 32,955 
Total cost of revenue23,635 26,926 47,897 51,755 
Gross profit56,120 55,732 111,446 106,825 
Operating expenses:
Operations, product, and technology38,921 39,771 79,972 78,118 
Marketing16,053 18,643 29,466 35,513 
Sales, general, and administrative15,440 16,030 33,013 32,089 
Total operating expenses70,414 74,444 142,451 145,720 
Operating loss(14,294)(18,712)(31,005)(38,895)
Interest expense(652)(721)(1,329)(798)
Other income, net998 685 1,843 1,161 
Loss before provision for income taxes(13,948)(18,748)(30,491)(38,532)
Provision for income taxes12 17 21 
Net loss$(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 diluted110,997 103,905 110,145 102,911 
6


ThredUp Inc.
Condensed Consolidated Statements of Comprehensive Loss
(unaudited)
Three Months EndedSix 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 securities303 (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 amortization9,798 8,517 
Stock-based compensation expense14,220 17,019 
Reduction in carrying amount of right-of-use assets3,093 3,177 
Other(691)291 
Changes in operating assets and liabilities:
Accounts receivable, net1,842 916 
Inventory5,029 (2,670)
Other current and non-current assets(10)(699)
Accounts payable1,105 177 
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 liabilities56 (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 securities13,000 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 awards1,788 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 period61,469 44,051 
Cash, cash equivalents, and restricted cash, end of period$50,125 $57,096 
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ThredUp Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(unaudited)
Adjusted EBITDA Reconciliation
Three Months EndedSix Months Ended
June 30,
2024
June 30,
2023
June 30,
2024
June 30,
2023
(in thousands)
Net loss$(13,954)$(18,760)$(30,508)$(38,553)
Stock-based compensation expense7,009 7,628 14,220 17,019 
Depreciation and amortization4,865 4,836 9,798 8,517 
Severance and other reorganization costs
(122)551 2,864 551 
Interest expense652 721 1,329 798 
Provision for income taxes12 17 21 
Non-GAAP Adjusted EBITDA loss$(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)
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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 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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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.
1


ThredUp Inc.
Condensed Consolidated Statements of Operations
(in thousands, except percentages, unaudited)
Three Months EndedSeptember 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 $63,855 
Product26,392 33,848 29,443 29,243 24,211 25,516 18,363 15,900 
Total revenue67,945 71,318 75,922 82,658 82,049 81,393 79,588 79,755 
Cost of revenue:
Consignment9,087 7,661 9,220 9,580 10,131 10,801 10,502 12,266 
Product14,362 18,691 15,609 17,346 15,291 20,239 13,760 11,369 
Total cost of revenue23,449 26,352 24,829 26,926 25,422 31,040 24,262 23,635 
Gross profit44,496 44,966 51,093 55,732 56,627 50,353 55,326 56,120 
Gross margin % of revenue65.5 %63.1 %67.3 %67.4 %69.0 %61.9 %69.5 %70.4 %
Operating expenses:
Operations, product and technology38,702 33,818 38,347 39,771 40,355 38,239 41,051 38,921 
Marketing14,752 12,999 16,870 18,643 19,406 11,354 13,413 16,053 
Sales, general and administrative15,232 14,538 16,059 16,030 15,058 15,510 17,573 15,440 
Total operating expenses68,686 61,355 71,276 74,444 74,819 65,103 72,037 70,414 
Operating expenses % of revenue101.1 %86.0 %93.9 %90.1 %91.2 %80.0 %90.5 %88.3 %
Operating loss(24,190)(16,389)(20,183)(18,712)(18,192)(14,750)(16,711)(14,294)
Operating loss % of revenue(35.6)%(23.0)%(26.6)%(22.6)%(22.6)%(18.1)%(21.0)%(17.9)%
Interest expense(103)(41)(77)(721)(732)(709)(677)(652)
Other income (expense), net624 (3,065)476 685 845 841 845 998 
Loss before income taxes(23,669)(19,495)(19,784)(18,748)(18,079)(14,618)(16,543)(13,948)
Provision (benefit) for income taxes
12 (5)11 
Net loss$(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)%
2




ThredUp Inc.
Reconciliation of Net Loss to Adjusted EBITDA
(in thousands, except percentages, unaudited)
Three Months EndedSeptember 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 expense7,177 6,059 9,391 7,628 7,888 6,775 7,211 7,009 
Depreciation and amortization3,539 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 expense103 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)%
3


ThredUp Inc.
Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses
(in thousands, except percentages, unaudited)
Three Months EndedSeptember 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 
Marketing14,752 12,999 16,870 18,643 19,406 11,354 13,413 16,053 
Sales, general, and administrative15,232 14,538 16,059 16,030 15,058 15,510 17,573 15,440 
Total operating expenses68,686 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 revenue87.9 %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 EndedSeptember 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 
Marketing818 767 1,205 923 1,264 392 202 161 
Sales, general, and administrative3,879 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 EndedSeptember 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)
Marketing99 — — 255 243 59 537 (2)
Sales, general, and administrative450 — 181 116 1,252 (26)
Total severance and other reorganization costs
$1,809 $(14)$— $551 $507 $138 $2,986 $(122)
4


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 securities5,575 8,100 12,399 10,525 
Accounts receivable, net5,993 7,813 6,929 5,888 
Inventory18,173 15,687 11,582 10,313 
Other current assets7,199 6,204 5,834 6,698 
Total current assets105,492 93,888 86,856 78,179 
Operating lease right-of-use assets43,090 42,118 47,138 45,624 
Property and equipment, net90,270 87,672 85,083 82,839 
Goodwill11,455 11,957 11,677 11,608 
Intangible assets8,460 8,156 7,329 6,628 
Other assets6,621 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 liabilities40,225 35,934 37,541 34,210 
Seller payable21,516 21,495 21,037 19,182 
Operating lease liabilities, current6,383 5,949 5,517 5,513 
Current portion of long-term debt3,834 3,838 3,843 3,847 
Total current liabilities84,384 76,673 77,071 73,649 
Operating lease liabilities, non-current45,257 44,621 49,750 48,068 
Long-term debt, net of current portion22,968 22,006 21,044 20,080 
Other non-current liabilities3,231 2,750 2,884 2,925 
Total liabilities155,840 146,050 150,749 144,722 
Commitments and contingencies
Stockholders’ equity:
Common stock11 11 11 11 
Additional paid-in capital577,740 585,156 592,193 599,333 
Accumulated other comprehensive loss(3,941)(2,375)(3,245)(3,472)
Accumulated deficit(464,262)(478,875)(495,429)(509,383)
Total stockholders’ equity109,548 103,917 93,530 86,489 
Total liabilities and stockholders’ equity$265,388 $249,967 $244,279 $231,211 
5


ThredUp Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)
Three Months EndedSeptember 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 amortization5,364 4,851 4,933 4,865 
Stock-based compensation expense7,888 6,775 7,211 7,009 
Reduction in carrying amount of right-of-use assets1,611 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 
Inventory1,797 3,082 3,825 1,204 
Other current and non-current assets1,754 125 312 (322)
Accounts payable3,872 (2,352)(223)1,328 
Accrued and other current liabilities(2,581)(4,761)1,742 (3,377)
Seller payable2,057 (46)(442)(1,851)
Operating lease liabilities(1,186)(1,669)(1,986)(1,599)
Other non-current liabilities250 21 65 (9)
Net cash provided by (used in) operating activities223 (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 securities22,500 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 activities19,044 (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 awards1,625 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 cash17,479 (13,106)(5,987)(5,357)
Cash, cash equivalents, and restricted cash, beginning of period57,096 74,575 61,469 55,482 
Cash, cash equivalents, and restricted cash, end of period$74,575 $61,469 $55,482 $50,125 
6


ThredUp Inc.
Reconciliation of GAAP Net Cash Provided By (Used In) Operating Activities to Non-GAAP Free Cash Flow
(in thousands, unaudited)
Three Months EndedSeptember 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)
7


ThredUp Inc.
Geographic Information for Revenue, Gross Profit and Gross Margin
(in thousands, except percentages, unaudited)
Three Months EndedMarch 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 %
Europe34.3 %29.8 %22.7 %13.7 %24.0 %27.3 %
ThredUp Inc.
U.S. Active Buyers
(in millions, unaudited)
Three Months EndedMarch 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 
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 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.
9


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.
10


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.
11
v3.24.2.u1
Cover
Aug. 05, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 05, 2024
Entity Registrant Name ThredUp Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40249
Entity Tax Identification Number 26-4009181
Entity Address, Address Line One 969 Broadway
Entity Address, Address Line Two Suite 200
Entity Address, City or Town Oakland
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94607
City Area Code 415
Local Phone Number 402-5202
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, par value $0.0001 per share
Trading Symbol TDUP
Entity Emerging Growth Company true
Entity Ex Transition Period false
Amendment Flag false
Entity Central Index Key 0001484778
Security Exchange Name NASDAQ

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