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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 4, 2024
thredUP_Wordmark_RGB_Black.jpg
ThredUp Inc.
(Exact name of registrant as specified in its charter)

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 March 4, 2024, ThredUp Inc. (the “Company”) issued a press release announcing its financial results for the quarter and full year ended December 31, 2023. A copy of the press release is attached hereto as Exhibit 99.1. In addition, a copy of the supplemental financial information is attached hereto as Exhibit 99.2. The press release and supplemental financial information are incorporated herein by reference.
The information in this Current Report on Form 8-K and the exhibits attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01.    Financial Statements and Exhibits
(d)Exhibits.

Exhibit 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: March 4, 2024
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Exhibit 99.1
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ThredUp Announces Fourth Quarter and Full Year 2023 Results
•Quarterly revenue of $81.4 million, representing an increase of 14% year-over-year.
•Fourth quarter gross margin of 61.9% and an increase in gross profit of 12% year-over-year, which included a $1.9 million inventory write-off in Europe, an impact of 230 basis points to gross margin.
•Record full year revenue of $322.0 million, representing 12% growth year-over-year. Full year gross margin of 66.4% and gross profit growth of 11% year-over-year.
•Record Active Buyers of 1.8 million and Orders of 1.8 million in Q4 2023, representing year-over-year growth of 9% and 17%, respectively. Record annual orders of 6.9 million, representing growth of 6% year-over-year.
Oakland, CA — March 4, 2024 — ThredUp Inc. (Nasdaq: TDUP, LTSE: TDUP), one of the largest online resale platforms for apparel, shoes, and accessories, today announced its financial results for the fourth quarter and full year ended December 31, 2023.
“We closed out 2023 with another quarter of strong financial performance, demonstrating healthy top-line growth and bottom-line leverage,” said ThredUp CEO and co-founder James Reinhart. “Looking ahead, we are confident that by focusing on strategic growth drivers in the U.S. and applying our proven resale playbook in Europe, we can deliver adjusted EBITDA breakeven on an annual basis in 2024.”
Fourth Quarter 2023 Financial Highlights
•Revenue: Total revenue of $81.4 million, an increase of 14% year-over-year.
•Gross Profit and Gross Margin: Gross profit totaled $50.4 million, representing an increase of 12% year-over-year. Gross margin was 61.9% as compared to 63.1% in the fourth quarter last year. Gross profit included a $1.9 million inventory write-off in Europe, an impact of 230 basis points to gross margin.
•Net Loss: Net loss was $14.6 million, or a negative 18.0% of revenue, for the fourth quarter 2023, compared to a net loss of $19.5 million, or a negative 27.3% of revenue, for the fourth quarter 2022.
•Adjusted EBITDA Loss and Adjusted EBITDA Loss Margin1: Adjusted EBITDA loss was $2.1 million, or a negative 2.6% of revenue, for the fourth quarter 2023. This is compared to an Adjusted EBITDA loss of $5.8 million, or a negative 8.2% of revenue, for the fourth quarter 2022.
1 Adjusted EBITDA loss and Adjusted EBITDA loss margin are non-GAAP measures. See “Reconciliation of GAAP to Non-GAAP Financial Measures” for a detailed reconciliation of Adjusted EBITDA loss to the most directly comparable GAAP measure and “Non-GAAP Financial Measures” for a discussion of why we believe these non-GAAP measures are useful.
1

•Active Buyers and Orders: Active Buyers of 1.797 million and Orders of 1.807 million, representing increases of 9% and 17%, respectively, over the fourth quarter 2022.
Full Year 2023 Financial Highlights
•Revenue: Total revenue of $322.0 million, an increase of 12% year-over-year.
•Gross Profit and Gross Margin: Gross profit totaled $213.8 million, representing an increase of 11% year-over-year. Gross margin was 66.4% compared to 66.7% last year.
•Net Loss: Net loss was $71.2 million, or a negative 22.1% of revenue, for the full year 2023, compared to a net loss of $92.3 million, or a negative 32.0% of revenue, for the full year 2022.
•Adjusted EBITDA Loss and Adjusted EBITDA Loss Margin1: Adjusted EBITDA loss was $17.4 million, or a negative 5.4% of revenue, for the full year 2023, compared to the Adjusted EBITDA loss of $43.4 million, or a negative 15.0% of revenue, for the full year 2022.
•Orders: Record orders of 6.9 million for the full year 2023, growing 6% over 6.5 million for the full year 2022.
Recent Business Highlights
•AI Innovation: ThredUp recently debuted an AI-powered search experience that makes it easy and intuitive to find secondhand items in its marketplace. They’ve also begun to leverage generative AI that will soon give customers the ability to create outfits they love and are strategically implementing AI across operations in its distribution center network to enhance inventory management and processing.
•Customer Experience Improvements: After implementing Delivery Promise and Thrift Promise, which aim to deliver purchase-to-doorstep shipping in three days or less and ensure the highest levels of customer satisfaction with every order, ThredUp’s Q4 return rate decreased by 700 basis points compared to the same quarter of 2022.
•Industry recognition: ThredUp's Resale-as-a-Service (RaaS) was named a winner in Good Housekeeping’s 2024 Sustainable Innovation Awards, which recognizes products and services that have embraced a “people, purpose, and planet” approach to sustainability.
Financial Outlook
For the first quarter 2024, ThredUp expects:
•Revenue in the range of $79.0 million to $81.0 million.
•Gross margin in the range of 68.5% to 70.5%, representing gross profit dollar growth of 9% year over year at the midpoint of revenue and gross margin guidance.
•Adjusted EBITDA loss margin in the range of 3.0% to 1.0%.
For the full fiscal year 2024, ThredUp expects:
•Revenue in the range of $340.0 million to $350.0 million.
•Gross margin in the range of 69.5% to 71.5%, representing gross profit dollar growth of 14% year over year at the midpoint of revenue and gross margin guidance.
•Adjusted EBITDA margin in the range of 0.5% to 1.5%.
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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, depreciation and amortization, stock-based compensation expense and provision for income taxes. Accordingly, a reconciliation for Adjusted EBITDA loss in order to calculate forward-looking Adjusted EBITDA loss margin is not available without unreasonable effort. However, for the first quarter of 2024 and full year 2024, depreciation and amortization is expected to be $5.0 million and $19.8 million, respectively. In addition, for the first quarter of 2024 and full year 2024, stock-based compensation expense is expected to be $7.5 million and $33.0 million, respectively. These items are uncertain, depend on various factors, and could result in the projected net loss being materially less than indicated by the currently estimated Adjusted EBITDA loss margin.
Conference Call and Webcast Information
•The live and archived webcast and all related earnings materials will be available at ThredUp’s investor relations website: ir.thredup.com/news-events/events-and-presentations.
3

ThredUp Inc.
Consolidated Balance Sheets
(unaudited)
December 31,
20232022
(in thousands)
ASSETS
Current assets:
Cash and cash equivalents$56,084 $38,029 
Marketable securities8,100 66,902 
Accounts receivable, net7,813 4,669 
Inventory15,687 17,519 
Other current assets6,204 7,076 
Total current assets93,888 134,195 
Operating lease right-of-use assets42,118 46,153 
Property and equipment, net87,672 92,482 
Goodwill11,957 11,592 
Intangible assets8,156 10,499 
Other assets6,176 7,027 
Total assets$249,967 $301,948 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$9,457 $7,800 
Accrued and other current liabilities35,934 50,155 
Seller payable21,495 16,166 
Operating lease liabilities, current5,949 6,413 
Current portion of long-term debt3,838 3,879 
Total current liabilities76,673 84,413 
Operating lease liabilities, non-current44,621 48,727 
Long-term debt, net of current portion22,006 25,788 
Other non-current liabilities2,750 3,019 
Total liabilities146,050 161,947 
Commitments and contingencies
Stockholders’ equity:
Class A and B common stock, $0.0001 par value; 1,120,000 shares authorized as of December 31, 2023 and 2022; 108,784 and 101,532 shares issued and outstanding as of December 31, 2023 and 2022, respectively
11 10 
Additional paid-in capital585,156 551,852 
Accumulated other comprehensive loss(2,375)(4,234)
Accumulated deficit(478,875)(407,627)
Total stockholders’ equity103,917 140,001 
Total liabilities and stockholders’ equity$249,967 $301,948 
4

ThredUp Inc.
Consolidated Statements of Operations
(unaudited)
Three Months EndedYear Ended
December 31,
2023		December 31,
2022		December 31,
2023		December 31,
2022
(in thousands, except per share amounts)
Revenue:
Consignment$55,877 $37,470 $213,609 $174,994 
Product25,516 33,848 108,413 113,385 
Total revenue81,393 71,318 322,022 288,379 
Cost of revenue:
Consignment10,801 7,661 39,732 37,015 
Product20,239 18,691 68,485 59,026 
Total cost of revenue31,040 26,352 108,217 96,041 
Gross profit50,353 44,966 213,805 192,338 
Operating expenses:
Operations, product and technology38,239 33,818 156,712 155,642 
Marketing11,354 12,999 66,273 64,369 
Sales, general and administrative15,510 14,538 62,657 61,814 
Total operating expenses65,103 61,355 285,642 281,825 
Operating loss(14,750)(16,389)(71,837)(89,487)
Interest expense(709)(41)(2,239)(805)
Other income (expense), net841 (3,065)2,847 (1,957)
Loss before income taxes(14,618)(19,495)(71,229)(92,249)
Provision (benefit) for income taxes
(5)4 19 35 
Net loss$(14,613)$(19,499)$(71,248)$(92,284)
Loss per share, basic and diluted$(0.14)$(0.19)$(0.68)$(0.92)
Weighted-average shares used in computing loss per share, basic and diluted107,716 101,027 104,875 99,817 
5

ThredUp Inc.
Consolidated Statements of Comprehensive Loss
(unaudited)
Three Months EndedYear Ended
December 31,
2023		December 31,
2022		December 31,
2023		December 31,
2022
(in thousands)
Net loss$(14,613)$(19,499)$(71,248)$(92,284)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments1,549 2,840 777 (2,418)
Unrealized gain (loss) on available-for-sale securities17 562 1,082 (722)
Total other comprehensive income (loss)1,566 3,402 1,859 (3,140)
Total comprehensive loss$(13,047)$(16,097)$(69,389)$(95,424)
6

ThredUp Inc.
Consolidated Statements of Cash Flows
(unaudited)
Year Ended December 31,
20232022
(in thousands)
Cash flows from operating activities:
Net loss$(71,248)$(92,284)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization18,732 14,033 
Stock-based compensation expense31,682 26,817 
Reduction in carrying amount of right-of-use assets6,355 6,473 
Other857 5,593 
Changes in operating assets and liabilities:
Accounts receivable, net(3,126)(530)
Inventory2,209 (7,886)
Other current and non-current assets1,180 893 
Accounts payable1,697 (3,985)
Accrued and other current liabilities(9,092)1,752 
Seller payable5,312 (2,945)
Operating lease liabilities(7,095)924 
Other non-current liabilities(54)(960)
Net cash used in operating activities(22,591)(52,105)
Cash flows from investing activities:
Purchases of marketable securities(17,915)(3,475)
Maturities of marketable securities77,579 55,650 
Purchases of property and equipment
(15,984)(43,251)
Net cash provided by investing activities43,680 8,924 
Cash flows from financing activities:
Proceeds from debt, net of discount— 391 
Repayment of debt(4,000)(6,333)
Proceeds from issuance of stock-based awards
5,162 4,202 
Payments of withholding taxes on stock-based awards(4,765)(2,196)
Net cash used in financing activities(3,603)(3,936)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(68)(672)
Net change in cash, cash equivalents and restricted cash17,418 (47,789)
Cash, cash equivalents and restricted cash, beginning of period44,051 91,840 
Cash, cash equivalents and restricted cash, end of period$61,469 $44,051 
7

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

Three Months EndedYear Ended
December 31,
2023		December 31,
2022		December 31,
2023		December 31,
2022
(in thousands)
Net loss$(14,613)$(19,499)$(71,248)$(92,284)
Stock-based compensation expense6,775 6,059 31,682 26,817 
Depreciation and amortization4,851 3,816 18,732 14,033 
Interest expense709 41 2,239 805 
Severance and other138 (14)1,196 3,182 
Provision (benefit) for income taxes
(5)4 19 35 
Impairment of non-marketable equity investment— 3,750 — 3,750 
Acquisition and offering-related expenses— — — 274 
Non-GAAP Adjusted EBITDA loss$(2,145)$(5,843)$(17,380)$(43,388)
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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 love ThredUp because we make it easy to clean out their closets and unlock value for themselves or for the charity of their choice while doing good for the planet. Buyers love shopping value, premium and luxury brands all in one place, at up to 90% off estimated retail price. Our proprietary operating platform is the foundation for our managed marketplace and consists of distributed processing infrastructure, proprietary software and systems, and data science expertise. With ThredUp’s Resale-as-a-Service, some of the world's leading brands and retailers are leveraging our platform to deliver customizable, scalable resale experiences to their customers. ThredUp has processed over 172 million unique secondhand items from 55,000 brands across 100 categories. By extending the life cycle of clothing, ThredUp is changing the way consumers shop and ushering in a more sustainable future for the fashion industry.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws, which are statements that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements in this release include, but are not limited to, guidance on financial results for the first quarter and full year of 2024; statements about future operating results, capital expenditures and other developments in our business in the U.S. and Europe and our long term growth; the momentum of our business; our investments in technology and infrastructure, including our AI-powered search experience; our ability to successfully integrate and realize the benefits of our past or future strategic acquisitions, investments or restructuring activities; and our ability to attract new Active Buyers.

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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 attract new users and convert users into buyers and active buyers; our ability to achieve profitability; the sufficiency of our cash, cash equivalents and capital resources to meet our liquidity needs; our ability to effectively manage or sustain our growth and to effectively expand our operations; our ability to continue to generate revenue from new RaaS offerings as sources of revenue; risks from an intensely competitive market; our ability to effectively deploy new and evolving technologies, such as artificial intelligence and machine learning, in our offerings; risks arising from economic and industry trends, including the effects of foreign currency exchange rate fluctuations, inflationary pressures, increased interest rates, changing consumer habits, climate change and general global economic uncertainty; our ability to comply with applicable laws and regulations; and our ability to successfully integrate and realize the benefits of our past or future strategic acquisitions or investments. More information on these risks and other potential factors that could affect the Company’s business, reputation, results of operations, financial condition, and stock price is included in the Company’s filings with the Securities and Exchange Commission (“SEC”), including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic reports on Form 10-K and subsequent filings. The forward-looking statements in this release are based on information available to us as of the date hereof, and we disclaim any obligation to update any forward-looking statements, except as required by law. These forward-looking statements should not be relied upon as representing ThredUp’s views as of any date subsequent to the date of this press release.
Additional information regarding these and other factors that could affect ThredUp's results is included in ThredUp’s SEC filings, which may be obtained by visiting our Investor Relations website at ir.thredup.com or the SEC's website at www.sec.gov.
Channels for Disclosure of Information
ThredUp intends to announce material information to the public through the ThredUp Investor Relations website ir.thredup.com, SEC filings, press releases, public conference calls, and public webcasts. ThredUp uses these channels, as well as social media, to communicate with its investors, customers, and the public about the company, its offerings, and other issues. It is possible that the information ThredUp posts on social media could be deemed to be material information. As such, ThredUp encourages investors, the media, and others to follow the channels listed above, including the social media channels listed on ThredUp’s investor relations website, and to review the information disclosed through such channels.
Operating Metrics
An Active Buyer is a ThredUp buyer who has made at least one purchase in the last twelve months. A ThredUp buyer is a customer who has created an account and purchased in our marketplaces, including through our RaaS® clients, and is identified by a unique email address. A single person could have multiple ThredUp accounts and count as multiple Active Buyers.
Orders are defined as the total number of orders placed by buyers across our marketplaces, including through our RaaS® clients, in a given period, net of cancellations.
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Non-GAAP Financial Measures
This press release and the accompanying tables contain non-GAAP financial measures, including: Adjusted EBITDA loss and Adjusted EBITDA loss margin. In addition to our results determined in accordance with GAAP, we believe these non-GAAP measures, are useful in evaluating our operating performance. We use these measures to evaluate and assess our operating performance and the operating leverage in our business, and for internal planning and forecasting purposes. We believe that these non-GAAP measures, when taken collectively with our GAAP results, may be helpful to investors because they provide consistency and comparability with past financial performance and assist in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results. Our non-GAAP measures are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly-titled non-GAAP measures used by other companies. We encourage investors to review our results determined in accordance with GAAP and the accompanying reconciliations for more information.

A reconciliation is provided above for Adjusted EBITDA loss to net loss, the most directly comparable financial measure stated in accordance with GAAP. We calculate Adjusted EBITDA loss as net loss adjusted to exclude, where applicable in a given period, stock-based compensation expense, depreciation and amortization, interest expense, severance and other, provision (benefit) for income taxes, impairment of non-marketable equity investment and acquisition and offering-related expenses. Non-GAAP Adjusted EBITDA loss margin represents Non-GAAP Adjusted EBITDA loss divided by total revenue for the same period.

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

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

ThredUp Inc.
Condensed Consolidated Statements of Operations
(in thousands, except percentages, unaudited)
Three Months EndedMarch 31,
2022		June 30,
2022		September 30,
2022		December 31,
2022		March 31,
2023		June 30,
2023		September 30,
2023		December 31,
2023
Revenue:
Consignment$47,435 $48,536 $41,553 $37,470 $46,479 $53,415 $57,838 $55,877 
Product25,260 27,885 26,392 33,848 29,443 29,243 24,211 25,516 
Total revenue72,695 76,421 67,945 71,318 75,922 82,658 82,049 81,393 
Cost of revenue:
Consignment10,049 10,218 9,087 7,661 9,220 9,580 10,131 10,801 
Product12,418 13,555 14,362 18,691 15,609 17,346 15,291 20,239 
Total cost of revenue22,467 23,773 23,449 26,352 24,829 26,926 25,422 31,040 
Gross profit50,228 52,648 44,496 44,966 51,093 55,732 56,627 50,353 
Gross margin % of revenue69.1 %68.9 %65.5 %63.1 %67.3 %67.4 %69.0 %61.9 %
Operating expenses:
Operations, product and technology39,161 43,961 38,702 33,818 38,347 39,771 40,355 38,239 
Marketing16,978 19,640 14,752 12,999 16,870 18,643 19,406 11,354 
Sales, general and administrative14,664 17,380 15,232 14,538 16,059 16,030 15,058 15,510 
Total operating expenses70,803 80,981 68,686 61,355 71,276 74,444 74,819 65,103 
Operating expenses % of revenue97.4 %106.0 %101.1 %86.0 %93.9 %90.1 %91.2 %80.0 %
Operating loss(20,575)(28,333)(24,190)(16,389)(20,183)(18,712)(18,192)(14,750)
Operating loss % of revenue(28.3)%(37.1)%(35.6)%(23.0)%(26.6)%(22.6)%(22.6)%(18.1)%
Interest expense(423)(238)(103)(41)(77)(721)(732)(709)
Other income (expense), net303 181 624 (3,065)476 685 845 841 
Loss before income taxes(20,695)(28,390)(23,669)(19,495)(19,784)(18,748)(18,079)(14,618)
Provision (benefit) for income taxes
13 9 9 4 9 12 3 (5)
Net loss$(20,708)$(28,399)$(23,678)$(19,499)$(19,793)$(18,760)$(18,082)$(14,613)
Net loss margin(28.5)%(37.2)%(34.8)%(27.3)%(26.1)%(22.7)%(22.0)%(18.0)%
2

ThredUp Inc.
Adjusted EBITDA Reconciliation
(in thousands, except percentages, unaudited)
Three Months EndedMarch 31,
2022		June 30,
2022		September 30,
2022		December 31,
2022		March 31,
2023		June 30,
2023		September 30,
2023		December 31,
2023
Net loss$(20,708)$(28,399)$(23,678)$(19,499)$(19,793)$(18,760)$(18,082)$(14,613)
Stock-based compensation expense3,523 10,058 7,177 6,059 9,391 7,628 7,888 6,775 
Depreciation and amortization3,271 3,407 3,539 3,816 3,681 4,836 5,364 4,851 
Interest expense423 238 103 41 77 721 732 709 
Severance and other
311 1,076 1,809 (14)— 551 507 138 
Provision (benefit) for income taxes
13 9 9 4 9 12 3 (5)
Acquisition and offering-related expenses204 70 — — — — — — 
Impairment of non-marketable equity investment— — — 3,750 — — — — 
Adjusted EBITDA loss$(12,963)$(13,541)$(11,041)$(5,843)$(6,635)$(5,012)$(3,588)$(2,145)
Adjusted EBITDA loss margin(17.8)%(17.7)%(16.2)%(8.2)%(8.7)%(6.1)%(4.4)%(2.6)%
3

ThredUp Inc.
Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses
(in thousands, except percentages, unaudited)
Three Months EndedMarch 31,
2022		June 30,
2022		September 30,
2022		December 31,
2022		March 31,
2023		June 30,
2023		September 30,
2023		December 31,
2023
Operations, product and technology$39,161 $43,961 $38,702 $33,818 $38,347 $39,771 $40,355 $38,239 
Marketing16,978 19,640 14,752 12,999 16,870 18,643 19,406 11,354 
Selling, general and administrative14,664 17,380 15,232 14,538 16,059 16,030 15,058 15,510 
Total operating expenses70,803 80,981 68,686 61,355 71,276 74,444 74,819 65,103 
Less: Stock-based compensation expense(3,523)(10,058)(7,177)(6,059)(9,391)(7,628)(7,888)(6,775)
Total non-GAAP adjusted operating expenses$67,280 $70,923 $61,509 $55,296 $61,885 $66,816 $66,931 $58,328 
Non-GAAP adjusted operating expenses % of revenue92.6 %92.8 %90.5 %77.5 %81.5 %80.8 %81.6 %71.7 %

ThredUp Inc.
Stock-Based Compensation Expense Details
(in thousands, unaudited)
Three Months EndedMarch 31,
2022		June 30,
2022		September 30,
2022		December 31,
2022		March 31,
2023		June 30,
2023		September 30,
2023		December 31,
2023
Operations, product and technology$1,392 $3,970 $2,480 $2,193 $3,671 $2,913 $2,858 $2,625 
Marketing333 1,226 818 767 1,205 923 1,264 392 
Selling, general and administrative1,798 4,862 3,879 3,099 4,515 3,792 3,766 3,758 
Total stock-based compensation expense$3,523 $10,058 $7,177 $6,059 $9,391 $7,628 $7,888 $6,775 
4

ThredUp Inc.
Condensed Consolidated Balance Sheets
(in thousands, unaudited)
March 31,
2023		June 30,
2023		September 30,
2023		December 31,
2023
Assets:
Current assets:
Cash and cash equivalents$50,739 $51,073 $68,552 $56,084 
Marketable securities42,733 25,856 5,575 8,100 
Accounts receivable, net4,232 3,782 5,993 7,813 
Inventory20,933 20,362 18,173 15,687 
Other current assets6,338 8,238 7,199 6,204 
Total current assets124,975 109,311 105,492 93,888 
Operating lease right-of-use assets45,180 45,265 43,090 42,118 
Property and equipment, net95,806 93,786 90,270 87,672 
Goodwill11,805 11,756 11,455 11,957 
Intangible assets10,044 9,346 8,460 8,156 
Other assets6,960 6,867 6,621 6,176 
Total assets$294,770 $276,331 $265,388 $249,967 
Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable$12,747 $8,780 $12,426 $9,457 
Accrued and other current liabilities47,976 43,334 40,225 35,934 
Seller payable17,868 19,471 21,516 21,495 
Operating lease liabilities, current5,792 5,834 6,383 5,949 
Current portion of long-term debt3,882 3,830 3,834 3,838 
Total current liabilities88,265 81,249 84,384 76,673 
Operating lease liabilities, non-current47,521 47,356 45,257 44,621 
Long-term debt, net of current portion24,831 23,928 22,968 22,006 
Other non-current liabilities3,066 3,200 3,231 2,750 
Total liabilities163,683 155,733 155,840 146,050 
Commitments and contingencies
Stockholders’ equity:
Common stock10 11 11 11 
Additional paid-in capital561,577 569,780 577,740 585,156 
Accumulated other comprehensive loss(3,080)(3,013)(3,941)(2,375)
Accumulated deficit(427,420)(446,180)(464,262)(478,875)
Total stockholders’ equity131,087 120,598 109,548 103,917 
Total liabilities and stockholders’ equity$294,770 $276,331 $265,388 $249,967 
5

ThredUp Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)
Three Months EndedMarch 31,
2023		June 30,
2023		September 30,
2023		December 31,
2023
Cash flows from operating activities:
Net loss$(19,793)$(18,760)$(18,082)$(14,613)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization3,681 4,836 5,364 4,851 
Stock-based compensation expense9,391 7,628 7,888 6,775 
Reduction in carrying amount of right-of-use assets1,207 1,970 1,611 1,567 
Other41 250 (232)798 
Changes in operating assets and liabilities:
Accounts receivable, net1,010 (94)(2,289)(1,753)
Inventory(3,157)487 1,797 3,082 
Other current and non-current assets22 (721)1,754 125 
Accounts payable4,102 (3,925)3,872 (2,352)
Accrued and other current liabilities(1,851)101 (2,581)(4,761)
Seller payable1,696 1,605 2,057 (46)
Operating lease liabilities(2,062)(2,178)(1,186)(1,669)
Other non-current liabilities1,255 (1,580)250 21 
Net cash provided by (used in) operating activities(4,458)(10,381)223 (7,975)
Cash flows from investing activities:
Purchases of marketable securities— (7,878)(1,973)(8,064)
Maturities of marketable securities24,579 24,900 22,500 5,600 
Purchases of property and equipment
(5,679)(6,613)(1,483)(2,209)
Net cash provided by (used in) investing activities18,900 10,409 19,044 (4,673)
Cash flows from financing activities:
Repayment of debt(1,000)(1,000)(1,000)(1,000)
Proceeds from issuance of stock-based awards
446 1,690 1,625 1,401 
Payments of withholding taxes on stock-based awards
(638)(1,247)(1,859)(1,021)
Net cash used in financing activities(1,192)(557)(1,234)(620)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(540)864 (554)162 
Net change in cash, cash equivalents and restricted cash12,710 335 17,479 (13,106)
Cash, cash equivalents and restricted cash, beginning of period44,051 56,761 57,096 74,575 
Cash, cash equivalents and restricted cash, end of period$56,761 $57,096 $74,575 $61,469 
6

Investors
ir@thredup.com
Media
media@thredup.com
About ThredUp
ThredUp is transforming resale with technology and a mission to inspire the world to think secondhand first. By making it easy to buy and sell secondhand, ThredUp has become one of the world's largest online resale platforms for apparel, shoes and accessories. Sellers love ThredUp because we make it easy to clean out their closets and unlock value for themselves or for the charity of their choice while doing good for the planet. Buyers love shopping value, premium and luxury brands all in one place, at up to 90% off estimated retail price. Our proprietary operating platform is the foundation for our managed marketplace and consists of distributed processing infrastructure, proprietary software and systems and data science expertise. With ThredUp’s Resale-as-a-Service, some of the world's leading brands and retailers are leveraging our platform to deliver customizable, scalable resale experiences to their customers. ThredUp has processed over 172 million unique secondhand items from 55,000 brands across 100 categories. By extending the life cycle of clothing, ThredUp is changing the way consumers shop and ushering in a more sustainable future for the fashion industry.
Forward-Looking Statements
This financial supplement contains forward-looking statements within the meaning of the federal securities laws, which are statements that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements in this financial supplement include, but are not limited to, guidance on financial results for the first quarter and full year of 2024; statements about future operating results and our long term growth; the momentum of our business; the growth rates in the markets in which we compete; the impact of inflationary pressures, increased interest rates, climate change and general global economic uncertainty on consumer behavior and our business; our investments in technology and infrastructure; our ability to successfully integrate and realize the benefits of our past or future strategic acquisitions, investments or restructuring activities; the success and expansion of our RaaS® model and the timing and plans for future RaaS® clients; and our ability to attract new Active Buyers.
More information on these risks and other potential factors that could affect the Company’s business, reputation, results of operations, financial condition, and stock price is included in the Company’s filings with the Securities and Exchange Commission (“SEC”), including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. The forward-looking statements in this financial supplement are based on information available to us as of the date hereof, and we disclaim any obligation to update any forward-looking statements, except as required by law. These forward-looking statements should not be relied upon as representing ThredUp’s views as of any date subsequent to the date of this financial supplement.
7

Additional information regarding these and other factors that could affect ThredUp's results is included in ThredUp’s SEC filings, which may be obtained by visiting our Investor Relations website at ir.thredup.com or the SEC's website at www.sec.gov.
Operating Metrics
An Active Buyer is a ThredUp buyer who has made at least one purchase in the last twelve months. A ThredUp buyer is a customer who has created an account and purchased in our marketplaces, including through our RaaS® clients, and is identified by a unique email address. A single person could have multiple ThredUp accounts and count as multiple Active Buyers.
Orders are defined as the total number of orders placed by buyers across our marketplaces, including through our RaaS® clients, in a given period, net of cancellations.
Non-GAAP Financial Measures
This financial supplement and the accompanying tables contain non-GAAP financial measures: Adjusted EBITDA loss, Adjusted EBITDA loss margin, and Non-GAAP operating expenses. In addition to our results determined in accordance with GAAP, we believe that Adjusted EBITDA loss, Adjusted EBITDA loss margin, and non-GAAP operating expenses, our non-GAAP financial measures, are useful in evaluating our operating performance. We use Adjusted EBITDA loss, Adjusted EBITDA loss margin, and Non-GAAP operating expenses to evaluate and assess our operating performance and the operating leverage in our business, and for internal planning and forecasting purposes. We believe that Adjusted EBITDA loss, Adjusted EBITDA loss margin, and Non-GAAP operating expenses, when taken collectively with our GAAP results, may be helpful to investors because they provide consistency and comparability with past financial performance and assist in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results. Adjusted EBITDA loss, Adjusted EBITDA loss margin, and Non-GAAP operating expenses are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly-titled non-GAAP financial measures used by other companies.
A reconciliation is provided above for Adjusted EBITDA loss to net loss and Non-GAAP operating expenses to total operating expenses, the most directly comparable financial measures stated in accordance with GAAP. We calculate Adjusted EBITDA loss as net loss adjusted to exclude, where applicable in a given period, stock-based compensation expense, depreciation and amortization, interest expense, severance and other, provision (benefit) for income taxes, impairment of non-marketable equity investment and acquisition and offering-related expenses. Non-GAAP operating expenses are operating expenses adjusted to exclude stock-based compensation expense.
8

Investors are encouraged to review our results determined in accordance with GAAP and the reconciliation of Adjusted EBITDA loss to net loss. ThredUp is not providing a quantitative reconciliation of forward-looking guidance of Adjusted EBITDA loss to net loss because certain items are out of ThredUp’s control or cannot be reasonably predicted. Historically, these items have included, but are not limited to, depreciation and amortization, stock-based compensation expense and provision for income taxes. Accordingly, a reconciliation for Adjusted EBITDA loss in order to calculate forward-looking Adjusted EBITDA loss margin is not available without unreasonable effort. However, for the first quarter of 2024 and full year 2024, depreciation and amortization is expected to be $5.0 million and $19.8 million, respectively. In addition, for the first quarter of 2024 and full year 2024, stock-based compensation expense is expected to be $7.5 million and $33.0 million, respectively. These items are uncertain, depend on various factors, and could result in the projected net loss being materially less than indicated by the currently estimated Adjusted EBITDA margin.
9
v3.24.0.1
Cover
Mar. 04, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Mar. 04, 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
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period false
Amendment Flag false
Entity Central Index Key 0001484778
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