FALSE000148477800014847782024-05-062024-05-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 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 May 6, 2024, ThredUp Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 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: May 6, 2024
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Exhibit 99.1
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ThredUp Announces First Quarter 2024 Results
•First quarter revenue of $79.6 million, representing an increase of 5% year-over-year.
•First quarter gross margin of 69.5% and an increase in gross profit of 8% year-over-year.
•Active Buyers of 1.7 million and Orders of 1.7 million in Q1 2024, representing an increase of 4% and an increase of 9%, respectively, year-over-year.
•Issued an updated 2024 financial outlook, including positive adjusted EBITDA margin in the range of 2.0% to 4.0% and positive free cash flow on an annual basis.
Oakland, CA — May 6, 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 first quarter ended March 31, 2024 and updated full year 2024 financial outlook.
“We delivered another quarter of strong financial performance, demonstrating healthy gross profit growth and bottom-line leverage,” said ThredUp CEO and co-founder James Reinhart. “Looking ahead, we are focused on reshaping ThredUp into an AI-powered resale company by increasing investments in product, operations, and marketing, while reducing operating expenses and accelerating our path to free cash flow.”
First Quarter 2024 Financial Highlights
•Revenue: Total revenue of $79.6 million, an increase of 5% year-over-year.
•Gross Profit and Gross Margin: Gross profit totaled $55.3 million, representing an increase of 8% year-over-year. Gross margin was 69.5% as compared to 67.3% for the first quarter 2023.
•Net Loss: Net loss was $16.6 million, or a negative 20.8% of revenue, for the first quarter 2024, compared to a net loss of $19.8 million, or a negative 26.1% of revenue, for the first quarter 2023.
•Adjusted EBITDA Loss and Adjusted EBITDA Loss Margin1: Adjusted EBITDA loss was $0.7 million, or a negative 0.9% of revenue, for the first quarter 2024, compared to an Adjusted EBITDA loss of $6.6 million, or a negative 8.7% of revenue, for the first quarter 2023.
•Active Buyers and Orders: Active Buyers of 1.729 million and Orders of 1.651 million, representing an increase of 4% and an increase of 9%, respectively, over the first quarter 2023.
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.
1

Recent Business Highlights
•Reorganization to Support AI-Driven Operating Model: ThredUp reorganized several parts of the business, enabling it to take advantage of the emergent technological shifts in generative AI, which the company believes uniquely benefit its single-SKU model. As part of its strategic realignment, the company reduced its annualized operating expenses by approximately $17 million and its global corporate headcount by approximately 20%. As a result, the company will invest more in AI product developments, boost processing in its distribution centers, and increase marketing spend.
•AI Innovation: ThredUp launched a new AI search experience, as well as two new AI-powered tools that allow customers to thrift any style that inspires them.
•Launched Online Concept Store: As ThredUp accelerates its innovation pipeline, the company launched thredup.com/concept, an online concept store that provides a first look at new and upcoming product features and enhancements in its marketplace.
•Hired a New General Manager in Europe: ThredUp announced the appointment of Florin Filote as the company’s General Manager of Europe. Florin brings nearly two decades of experience in retail and ecommerce with an emphasis on building and scaling marketplace businesses and will oversee the company’s European business operations, which currently span nine countries in Central and Eastern Europe.
•Resale-as-a-Service® (RaaS®): ThredUp continued to grow its RaaS client roster, launching eight new resale programs with brands including ELOQUII, Veda, and Goldie. The company is looking to expand its RaaS footprint in Europe.
•Published 12th Annual Resale Report: In partnership with GlobalData, ThredUp released the results of its 2024 Resale Report, revealing that the U.S. secondhand market grew 7 times faster than the broader retail clothing market in 2023 and is set to reach $73 billion by 2028. The report also includes new insights about trends driving online resale’s growth, momentum in branded resale, and a special section about the government’s role in reducing fashion’s impact.
Financial Outlook
For the second quarter 2024, ThredUp expects:
•Revenue in the range of $81.0 million to $83.0 million.
•Gross margin in the range of 71.0% to 73.0%, representing gross profit dollar growth of 6% year over year at the midpoint of revenue and gross margin guidance.
•Adjusted EBITDA margin in the range of 1.0% to 3.0%.
For the full fiscal year 2024, ThredUp expects:
•Revenue in the range of $328.0 million to $338.0 million.
•Gross margin in the range of 71.0% to 72.0%, representing gross profit dollar growth of 11% year over year at the midpoint of revenue and gross margin guidance.
•Adjusted EBITDA margin in the range of 2.0% to 4.0%.

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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, 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 second quarter of 2024 and full year 2024, depreciation and amortization is expected to be $5.0 million and $19.7 million, respectively. In addition, for the second quarter of 2024 and full year 2024, stock-based compensation expense is expected to be $7.2 million and $28.7 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.
3

ThredUp Inc.
Condensed Consolidated Balance Sheets
(unaudited)
March 31,
2024		December 31,
2023
(in thousands)
ASSETS
Current assets:
Cash and cash equivalents$50,112 $56,084 
Marketable securities12,399 8,100 
Accounts receivable, net6,929 7,813 
Inventory11,582 15,687 
Other current assets5,834 6,204 
Total current assets86,856 93,888 
Operating lease right-of-use assets47,138 42,118 
Property and equipment, net85,083 87,672 
Goodwill11,677 11,957 
Intangible assets7,329 8,156 
Other assets6,196 6,176 
Total assets$244,279 $249,967 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$9,133 $9,457 
Accrued and other current liabilities37,541 35,934 
Seller payable21,037 21,495 
Operating lease liabilities, current5,517 5,949 
Current portion of long-term debt3,843 3,838 
Total current liabilities77,071 76,673 
Operating lease liabilities, non-current49,750 44,621 
Long-term debt, net of current portion21,044 22,006 
Other non-current liabilities2,884 2,750 
Total liabilities150,749 146,050 
Commitments and contingencies
Stockholders’ equity:
Class A and B common stock, $0.0001 par value; 1,120,000 shares authorized as of March 31, 2024 and December 31, 2023; 110,217 and 108,784 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively
11 11 
Additional paid-in capital592,193 585,156 
Accumulated other comprehensive loss(3,245)(2,375)
Accumulated deficit(495,429)(478,875)
Total stockholders’ equity93,530 103,917 
Total liabilities and stockholders’ equity$244,279 $249,967 
4

ThredUp Inc.
Condensed Consolidated Statements of Operations
(unaudited)
Three Months Ended
March 31,
2024		March 31,
2023
(in thousands, except per share amounts)
Revenue:
Consignment$61,225 $46,479 
Product18,363 29,443 
Total revenue79,588 75,922 
Cost of revenue:
Consignment10,502 9,220 
Product13,760 15,609 
Total cost of revenue24,262 24,829 
Gross profit55,326 51,093 
Operating expenses:
Operations, product, and technology41,051 38,347 
Marketing13,413 16,870 
Sales, general, and administrative17,573 16,059 
Total operating expenses72,037 71,276 
Operating loss(16,711)(20,183)
Interest expense(677)(77)
Other income, net845 476 
Loss before provision for income taxes(16,543)(19,784)
Provision for income taxes11 9 
Net loss$(16,554)$(19,793)
Loss per share, basic and diluted$(0.15)$(0.19)
Weighted-average shares used in computing loss per share, basic and diluted109,292 101,984 
5

ThredUp Inc.
Condensed Consolidated Statements of Comprehensive Loss
(unaudited)
Three Months Ended
March 31,
2024		March 31,
2023
(in thousands)
Net loss$(16,554)$(19,793)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments(864)544 
Unrealized gain (loss) on available-for-sale securities(6)610 
Total other comprehensive income (loss)(870)1,154 
Total comprehensive loss$(17,424)$(18,639)
6

ThredUp Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
Three Months Ended
March 31,
2024		March 31,
2023
(in thousands)
Cash flows from operating activities:
Net loss$(16,554)$(19,793)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization4,933 3,681 
Stock-based compensation expense7,211 9,391 
Reduction in carrying amount of right-of-use assets1,667 1,207 
Other28 41 
Changes in operating assets and liabilities:
Accounts receivable, net815 1,010 
Inventory3,825 (3,157)
Other current and non-current assets312 22 
Accounts payable(223)4,102 
Accrued and other current liabilities1,742 (1,851)
Seller payable(442)1,696 
Operating lease liabilities(1,986)(2,062)
Other non-current liabilities65 1,255 
Net cash provided by (used in) operating activities1,393 (4,458)
Cash flows from investing activities:
Purchases of marketable securities(8,665)— 
Maturities of marketable securities4,500 24,579 
Purchases of property and equipment(1,620)(5,679)
Net cash provided by (used in) investing activities(5,785)18,900 
Cash flows from financing activities:
Repayment of debt(1,000)(1,000)
Proceeds from issuance of stock-based awards727 446 
Payments of withholding taxes on stock-based awards(1,207)(638)
Net cash used in financing activities(1,480)(1,192)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash(115)(540)
Net change in cash, cash equivalents, and restricted cash(5,987)12,710 
Cash, cash equivalents, and restricted cash, beginning of period61,469 44,051 
Cash, cash equivalents, and restricted cash, end of period$55,482 $56,761 
7

ThredUp Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(unaudited)
Adjusted EBITDA Reconciliation
Three Months Ended
March 31,
2024		March 31,
2023
(in thousands)
Net loss$(16,554)$(19,793)
Stock-based compensation expense7,211 9,391 
Depreciation and amortization4,933 3,681 
Severance and other2,986 — 
Interest expense677 77 
Provision for income taxes11 9 
Non-GAAP Adjusted EBITDA loss$(736)$(6,635)
Total revenue79,588 75,922 
Non-GAAP Adjusted EBITDA loss margin(0.9)%(8.7)%
Free Cash Flow Reconciliation
Three Months Ended
March 31,
2024		March 31,
2023
(in thousands)
Net cash provided by (used in) investing activities$1,393 $(4,458)
Less: Purchases of property and equipment
(1,620)(5,679)
Non-GAAP free cash flow
$(227)$(10,137)
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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 172 million unique secondhand items from 55,000 brands across 100 categories. By extending the life cycle of clothing, ThredUp is changing the way consumers shop and ushering in a more sustainable future for the fashion industry.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws, which are statements that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential”, “looking ahead” 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 second quarter and full year of 2024; statements about future operating results, capital expenditures and other developments in our business in the U.S. and Europe and our long term growth; 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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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 reorganization actions may not have the desired effects on our business, and may lead to potential litigation or similar actions and could adversely impact our business, results of operations and financial condition; 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 provided by (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_wordmarkxrgbxblack.jpg
ThredUp Inc.
First Quarter 2024 Supplemental Financials
Key Financial Metrics for the Quarter
•Revenue of $79.6 million
◦vs. $75.9 million in 1Q23
◦Growth of 4.8% YoY
•Gross profit of $55.3 million
◦vs. $51.1 million in 1Q23
◦Growth of 8.3% YoY
•Gross margin of 69.5%
◦vs. 67.3% in 1Q23
•GAAP net loss of $16.6 million
◦vs. net loss of $19.8 million in 1Q23
•Adjusted EBITDA loss of $0.7 million
◦vs. loss of $6.6 million in 1Q23
•Adjusted EBITDA loss margin of 0.9%
◦vs. loss margin of 8.7% in 1Q23
•Cash, cash equivalents, restricted cash and short-term marketable securities were $67.9 million at the quarter end
•Total quarter Active Buyers of 1.729 million
◦vs. 1.668 million in 1Q23
◦A increase of 3.7% YoY
•Total Orders of 1.651 million
◦vs. 1.511 million in 1Q23
◦An increase of 9.3% YoY
Conference Call and Webcast
•The live and archived webcast and all related earnings materials will be available at ThredUp’s investor relations website: ir.thredup.com/news-events/events-and-presentations.












Financial Outlook
For second quarter 2024, ThredUp expects:
•Revenue in the range of $81.0 million to $83.0 million
•Gross margin in the range of 71.0% to 73.0%
•Adjusted EBITDA margin in the range of 1.0% to 3.0%
•Depreciation and amortization of approximately $5.0 million
•Stock-based compensation of approximately $7.2 million
•Weighted-average shares of approximately 112 million

For fiscal year 2024, ThredUp expects:
•Revenue in the range of $328.0 million to $338.0 million
•Gross margin in the range of 71.0% to 72.0%
•Adjusted EBITDA margin in the range of 2.0% to 4.0%
•Depreciation and amortization of approximately $19.7 million
•Stock-based compensation of approximately $28.7 million
•Weighted-average shares of approximately 114 million


1

ThredUp Inc.
Condensed Consolidated Statements of Operations
(in thousands, except percentages, unaudited)
Three Months EndedJune 30,
2022		September 30,
2022		December 31,
2022		March 31,
2023		June 30,
2023		September 30,
2023		December 31,
2023		March 31,
2024
Revenue:
Consignment$48,536 $41,553 $37,470 $46,479 $53,415 $57,838 $55,877 $61,225 
Product27,885 26,392 33,848 29,443 29,243 24,211 25,516 18,363 
Total revenue76,421 67,945 71,318 75,922 82,658 82,049 81,393 79,588 
Cost of revenue:
Consignment10,218 9,087 7,661 9,220 9,580 10,131 10,801 10,502 
Product13,555 14,362 18,691 15,609 17,346 15,291 20,239 13,760 
Total cost of revenue23,773 23,449 26,352 24,829 26,926 25,422 31,040 24,262 
Gross profit52,648 44,496 44,966 51,093 55,732 56,627 50,353 55,326 
Gross margin % of revenue68.9 %65.5 %63.1 %67.3 %67.4 %69.0 %61.9 %69.5 %
Operating expenses:
Operations, product and technology43,961 38,702 33,818 38,347 39,771 40,355 38,239 41,051 
Marketing19,640 14,752 12,999 16,870 18,643 19,406 11,354 13,413 
Sales, general and administrative17,380 15,232 14,538 16,059 16,030 15,058 15,510 17,573 
Total operating expenses80,981 68,686 61,355 71,276 74,444 74,819 65,103 72,037 
Operating expenses % of revenue106.0 %101.1 %86.0 %93.9 %90.1 %91.2 %80.0 %90.5 %
Operating loss(28,333)(24,190)(16,389)(20,183)(18,712)(18,192)(14,750)(16,711)
Operating loss % of revenue(37.1)%(35.6)%(23.0)%(26.6)%(22.6)%(22.6)%(18.1)%(21.0)%
Interest expense(238)(103)(41)(77)(721)(732)(709)(677)
Other income (expense), net181 624 (3,065)476 685 845 841 845 
Loss before income taxes(28,390)(23,669)(19,495)(19,784)(18,748)(18,079)(14,618)(16,543)
Provision (benefit) for income taxes
9 9 4 9 12 3 (5)11 
Net loss$(28,399)$(23,678)$(19,499)$(19,793)$(18,760)$(18,082)$(14,613)$(16,554)
Net loss margin(37.2)%(34.8)%(27.3)%(26.1)%(22.7)%(22.0)%(18.0)%(20.8)%
2

ThredUp Inc.
Reconciliation of Net Loss to Adjusted EBITDA
(in thousands, except percentages, unaudited)
Three Months EndedJune 30,
2022		September 30,
2022		December 31,
2022		March 31,
2023		June 30,
2023		September 30,
2023		December 31,
2023		March 31,
2024
Net loss$(28,399)$(23,678)$(19,499)$(19,793)$(18,760)$(18,082)$(14,613)$(16,554)
Stock-based compensation expense10,058 7,177 6,059 9,391 7,628 7,888 6,775 7,211 
Depreciation and amortization3,407 3,539 3,816 3,681 4,836 5,364 4,851 4,933 
Severance and other
1,076 1,809 (14)— 551 507 138 2,986 
Interest expense238 103 41 77 721 732 709 677 
Provision (benefit) for income taxes
9 9 4 9 12 3 (5)11 
Acquisition and offering-related expenses70 — — — — — — — 
Impairment of non-marketable equity investment— — 3,750 — — — — — 
Adjusted EBITDA loss$(13,541)$(11,041)$(5,843)$(6,635)$(5,012)$(3,588)$(2,145)$(736)
Adjusted EBITDA loss margin(17.7)%(16.2)%(8.2)%(8.7)%(6.1)%(4.4)%(2.6)%(0.9)%
3

ThredUp Inc.
Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses
(in thousands, except percentages, unaudited)
Three Months EndedJune 30,
2022		September 30,
2022		December 31,
2022		March 31,
2023		June 30,
2023		September 30,
2023		December 31,
2023		March 31,
2024
Operations, product, and technology$43,961 $38,702 $33,818 $38,347 $39,771 $40,355 $38,239 $41,051 
Marketing19,640 14,752 12,999 16,870 18,643 19,406 11,354 13,413 
Sales, general, and administrative17,380 15,232 14,538 16,059 16,030 15,058 15,510 17,573 
Total operating expenses80,981 68,686 61,355 71,276 74,444 74,819 65,103 72,037 
Less: Stock-based compensation expense(10,058)(7,177)(6,059)(9,391)(7,628)(7,888)(6,775)(7,211)
Less: Severance and other
$(1,076)$(1,809)$14 $— $(551)$(507)$(138)$(2,986)
Total non-GAAP operating expenses$69,847 $59,700 $55,310 $61,885 $66,265 $66,424 $58,190 $61,840 
Non-GAAP operating expenses % of revenue91.4 %87.9 %77.6 %81.5 %80.2 %81.0 %71.5 %77.7 %

ThredUp Inc.
Stock-Based Compensation Expense Details
(in thousands, unaudited)
Three Months EndedJune 30,
2022		September 30,
2022		December 31,
2022		March 31,
2023		June 30,
2023		September 30,
2023		December 31,
2023		March 31,
2024
Operations, product, and technology$3,970 $2,480 $2,193 $3,671 $2,913 $2,858 $2,625 $2,571 
Marketing1,226 818 767 1,205 923 1,264 392 202 
Sales, general, and administrative4,862 3,879 3,099 4,515 3,792 3,766 3,758 4,438 
Total stock-based compensation expense$10,058 $7,177 $6,059 $9,391 $7,628 $7,888 $6,775 $7,211 

ThredUp Inc.
Severance and Other Details
(in thousands, unaudited)
Three Months EndedJune 30,
2022		September 30,
2022		December 31,
2022		March 31,
2023		June 30,
2023		September 30,
2023		December 31,
2023		March 31,
2024
Operations, product, and technology$634 $1,260 $(22)$— $115 $148 $78 $1,197 
Marketing99 99 — — 255 243 59 537 
Sales, general, and administrative343 450 8 — 181 116 1 1,252 
Total severance and other
$1,076 $1,809 $(14)$— $551 $507 $138 $2,986 
4

ThredUp Inc.
Condensed Consolidated Balance Sheets
(in thousands, unaudited)
June 30,
2023		September 30,
2023		December 31,
2023		March 31,
2024
Assets:
Current assets:
Cash and cash equivalents$51,073 $68,552 $56,084 $50,112 
Marketable securities25,856 5,575 8,100 12,399 
Accounts receivable, net3,782 5,993 7,813 6,929 
Inventory20,362 18,173 15,687 11,582 
Other current assets8,238 7,199 6,204 5,834 
Total current assets109,311 105,492 93,888 86,856 
Operating lease right-of-use assets45,265 43,090 42,118 47,138 
Property and equipment, net93,786 90,270 87,672 85,083 
Goodwill11,756 11,455 11,957 11,677 
Intangible assets9,346 8,460 8,156 7,329 
Other assets6,867 6,621 6,176 6,196 
Total assets$276,331 $265,388 $249,967 $244,279 
Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable$8,780 $12,426 $9,457 $9,133 
Accrued and other current liabilities43,334 40,225 35,934 37,541 
Seller payable19,471 21,516 21,495 21,037 
Operating lease liabilities, current5,834 6,383 5,949 5,517 
Current portion of long-term debt3,830 3,834 3,838 3,843 
Total current liabilities81,249 84,384 76,673 77,071 
Operating lease liabilities, non-current47,356 45,257 44,621 49,750 
Long-term debt, net of current portion23,928 22,968 22,006 21,044 
Other non-current liabilities3,200 3,231 2,750 2,884 
Total liabilities155,733 155,840 146,050 150,749 
Commitments and contingencies
Stockholders’ equity:
Common stock11 11 11 11 
Additional paid-in capital569,780 577,740 585,156 592,193 
Accumulated other comprehensive loss(3,013)(3,941)(2,375)(3,245)
Accumulated deficit(446,180)(464,262)(478,875)(495,429)
Total stockholders’ equity120,598 109,548 103,917 93,530 
Total liabilities and stockholders’ equity$276,331 $265,388 $249,967 $244,279 
5

ThredUp Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)
Three Months EndedJune 30,
2023		September 30,
2023		December 31,
2023		March 31,
2024
Cash flows from operating activities:
Net loss$(18,760)$(18,082)$(14,613)$(16,554)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization4,836 5,364 4,851 4,933 
Stock-based compensation expense7,628 7,888 6,775 7,211 
Reduction in carrying amount of right-of-use assets1,970 1,611 1,567 1,667 
Other250 (232)798 28 
Changes in operating assets and liabilities:
Accounts receivable, net(94)(2,289)(1,753)815 
Inventory487 1,797 3,082 3,825 
Other current and non-current assets(721)1,754 125 312 
Accounts payable(3,925)3,872 (2,352)(223)
Accrued and other current liabilities101 (2,581)(4,761)1,742 
Seller payable1,605 2,057 (46)(442)
Operating lease liabilities(2,178)(1,186)(1,669)(1,986)
Other non-current liabilities(1,580)250 21 65 
Net cash provided by (used in) operating activities(10,381)223 (7,975)1,393 
Cash flows from investing activities:
Purchases of marketable securities(7,878)(1,973)(8,064)(8,665)
Maturities of marketable securities24,900 22,500 5,600 4,500 
Purchases of property and equipment(6,613)(1,483)(2,209)(1,620)
Net cash provided by (used in) investing activities10,409 19,044 (4,673)(5,785)
Cash flows from financing activities:
Repayment of debt(1,000)(1,000)(1,000)(1,000)
Proceeds from issuance of stock-based awards1,690 1,625 1,401 727 
Payment of withholding taxes on stock-based awards(1,247)(1,859)(1,021)(1,207)
Net cash used in financing activities(557)(1,234)(620)(1,480)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash864 (554)162 (115)
Net change in cash, cash equivalents, and restricted cash335 17,479 (13,106)(5,987)
Cash, cash equivalents, and restricted cash, beginning of period56,761 57,096 74,575 61,469 
Cash, cash equivalents, and restricted cash, end of period$57,096 $74,575 $61,469 $55,482 
6

ThredUp Inc.
Reconciliation of GAAP Cash Flow to Non-GAAP Free Cash Flow
(in thousands, unaudited)
Three Months EndedJune 30,
2023		September 30,
2023		December 31,
2023		March 31,
2024
Net cash provided by (used in) operating activities$(10,381)$223 $(7,975)$1,393 
Less: Purchases of property and equipment
(6,613)(1,483)(2,209)(1,620)
Non-GAAP free cash flow
$(16,994)$(1,260)$(10,184)$(227)
7

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 172 million unique secondhand items from 55,000 brands across 100 categories. By extending the life cycle of clothing, ThredUp is changing the way consumers shop and ushering in a more sustainable future for the fashion industry.
Forward-Looking Statements
This financial supplement contains forward-looking statements within the meaning of the federal securities laws, which are statements that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “looking ahead” 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 second quarter and full year of 2024; statements about future operating results and our long term growth; 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.
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.
8

Additional information regarding these and other factors that could affect ThredUp's results is included in ThredUp’s SEC filings, which may be obtained by visiting our Investor Relations website at ir.thredup.com or the SEC's website at www.sec.gov.
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, acquisition and offering-related expenses, 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.
A reconciliation is provided above for 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.
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.
9
v3.24.1.u1
Cover
May 06, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 06, 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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