UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,September 30, 2023
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________________ to ____________________
Commission File Number: 001-40249
ThredUp Inc.
(Exact name of registrant as specified in its charter)
| | | | | |
Delaware | 26-4009181 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. 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)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Class A Common Stock, $0.0001 par value per share | | TDUP | | The Nasdaq Stock Market LLC Long-Term Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | |
Large accelerated filer | ☐ | Accelerated filer | ☒ |
Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
| | 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
There were 72,605,49577,290,731 shares of Class A common stock and 30,484,78629,959,781 shares of Class B common stock outstanding as of May 2,October 31, 2023.
TABLE OF CONTENTS
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| | Page Number |
| PART I. FINANCIAL INFORMATION | |
Item 1. | | |
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Item 2. | | |
Item 3. | | |
Item 4. | | |
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| PART II. OTHER INFORMATION | |
Item 1. | | |
Item 1A. | | |
Item 2. | | |
Item 3. | | |
Item 4. | | |
Item 5. | | |
Item 6. | | |
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, 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 contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:
•our future financial performance, including our revenue, cost of revenue and operating expenses and our ability to achieve and maintain future 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 strategies, plans, objectives and goals, including our expectations regarding future infrastructure investments as well as restructuring activities;
•our ability to attract and retain buyers and sellers and the continued impact of network effects as we scale our platform;
•our ability to continue to generate revenue from new Resale-as-a-Service (“RaaS”) offerings as sources of revenue;
•trends in our key financial and operating metrics;
•our estimated market opportunity;
•economic and industry trends, projected growth or trend analysis, 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;
•our ability to remediate our material weakness in our internal control over financial reporting;reporting; and
•our ability to successfully integrate and realize the benefits of our past or future strategic acquisitions or investments; and
•the increased expenses associated with being a public company.investments.
You should not rely upon forward-looking statements as predictions of future events. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2022, in Part II, Item 1A, Risk Factors, in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023 and elsewhere in this Quarterly Report on Form 10-Q, as well as in our other filings with the Securities and Exchange Commission (“SEC”). Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law.
***
Unless otherwise indicated or unless the context requires otherwise, all references in this document to “thredUP”, “the Company”, “we”, “us”, “our”, or similar references are to ThredUp Inc. and its consolidated subsidiaries.
thredUP is one of the world’s largest online resale platforms for women’s and kids’ apparel, shoes and accessories, based primarily on items processed, items sold and the capacity of our distribution centers.
The “estimated retail price” of an item is based on the estimated original retail price of a comparable item of the same quality, construction and material offered elsewhere in new condition. Our estimated original retail prices are set by our team of merchants who periodically monitor market prices for the brands and styles that we offer on our marketplaces.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
THREDUP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| | | March 31, 2023 | | December 31, 2022 | | September 30, 2023 | | December 31, 2022 |
| | (in thousands, except par value amounts) | | (in thousands, except par value amounts) |
ASSETS | ASSETS | ASSETS |
Current assets: | Current assets: | | Current assets: | |
Cash and cash equivalents | Cash and cash equivalents | | $ | 50,739 | | | $ | 38,029 | | Cash and cash equivalents | | $ | 68,552 | | | $ | 38,029 | |
Marketable securities | Marketable securities | | 42,733 | | | 66,902 | | Marketable securities | | 5,575 | | | 66,902 | |
Accounts receivable, net | Accounts receivable, net | | 4,232 | | | 4,669 | | Accounts receivable, net | | 5,993 | | | 4,669 | |
Inventory | Inventory | | 20,933 | | | 17,519 | | Inventory | | 18,173 | | | 17,519 | |
Other current assets | Other current assets | | 6,338 | | | 7,076 | | Other current assets | | 7,199 | | | 7,076 | |
Total current assets | Total current assets | | 124,975 | | | 134,195 | | Total current assets | | 105,492 | | | 134,195 | |
Operating lease right-of-use assets | Operating lease right-of-use assets | | 45,180 | | | 46,153 | | Operating lease right-of-use assets | | 43,090 | | | 46,153 | |
Property and equipment, net | Property and equipment, net | | 95,806 | | | 92,482 | | Property and equipment, net | | 90,270 | | | 92,482 | |
Goodwill | Goodwill | | 11,805 | | | 11,592 | | Goodwill | | 11,455 | | | 11,592 | |
Intangible assets | Intangible assets | | 10,044 | | | 10,499 | | Intangible assets | | 8,460 | | | 10,499 | |
Other assets | Other assets | | 6,960 | | | 7,027 | | Other assets | | 6,621 | | | 7,027 | |
Total assets | Total assets | | $ | 294,770 | | | $ | 301,948 | | Total assets | | $ | 265,388 | | | $ | 301,948 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | LIABILITIES AND STOCKHOLDERS’ EQUITY | LIABILITIES AND STOCKHOLDERS’ EQUITY |
Current liabilities: | Current liabilities: | | Current liabilities: | |
Accounts payable | Accounts payable | | $ | 12,747 | | | $ | 7,800 | | Accounts payable | | $ | 12,426 | | | $ | 7,800 | |
Accrued and other current liabilities | Accrued and other current liabilities | | 47,976 | | | 50,155 | | Accrued and other current liabilities | | 40,225 | | | 50,155 | |
Seller payable | Seller payable | | 17,868 | | | 16,166 | | Seller payable | | 21,516 | | | 16,166 | |
Operating lease liabilities, current | Operating lease liabilities, current | | 5,792 | | | 6,413 | | Operating lease liabilities, current | | 6,383 | | | 6,413 | |
Current portion of long-term debt | Current portion of long-term debt | | 3,882 | | | 3,879 | | Current portion of long-term debt | | 3,834 | | | 3,879 | |
Total current liabilities | Total current liabilities | | 88,265 | | | 84,413 | | Total current liabilities | | 84,384 | | | 84,413 | |
Operating lease liabilities, non-current | Operating lease liabilities, non-current | | 47,521 | | | 48,727 | | Operating lease liabilities, non-current | | 45,257 | | | 48,727 | |
Long-term debt, net of current portion | Long-term debt, net of current portion | | 24,831 | | | 25,788 | | Long-term debt, net of current portion | | 22,968 | | | 25,788 | |
Other non-current liabilities | Other non-current liabilities | | 3,066 | | | 3,019 | | Other non-current liabilities | | 3,231 | | | 3,019 | |
Total liabilities | Total liabilities | | 163,683 | | | 161,947 | | Total liabilities | | 155,840 | | | 161,947 | |
Commitments and contingencies (Note 10) | Commitments and contingencies (Note 10) | | Commitments and contingencies (Note 10) | |
Stockholders’ equity: | Stockholders’ equity: | | Stockholders’ equity: | |
Class A and B common stock, $0.0001 par value; 1,120,000 shares authorized as of March 31, 2023 and December 31, 2022; 102,836 and 101,532 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | | 10 | | | 10 | | |
Class A and B common stock, $0.0001 par value; 1,120,000 shares authorized as of September 30, 2023 and December 31, 2022; 106,837 and 101,532 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | | Class A and B common stock, $0.0001 par value; 1,120,000 shares authorized as of September 30, 2023 and December 31, 2022; 106,837 and 101,532 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | | 11 | | | 10 | |
Additional paid-in capital | Additional paid-in capital | | 561,577 | | | 551,852 | | Additional paid-in capital | | 577,740 | | | 551,852 | |
Accumulated other comprehensive loss | Accumulated other comprehensive loss | | (3,080) | | | (4,234) | | Accumulated other comprehensive loss | | (3,941) | | | (4,234) | |
Accumulated deficit | Accumulated deficit | | (427,420) | | | (407,627) | | Accumulated deficit | | (464,262) | | | (407,627) | |
Total stockholders’ equity | Total stockholders’ equity | | 131,087 | | | 140,001 | | Total stockholders’ equity | | 109,548 | | | 140,001 | |
Total liabilities and stockholders’ equity | Total liabilities and stockholders’ equity | | $ | 294,770 | | | $ | 301,948 | | Total liabilities and stockholders’ equity | | $ | 265,388 | | | $ | 301,948 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
THREDUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| | | Three Months Ended | | Three Months Ended | | Nine Months Ended |
| | March 31, 2023 | | March 31, 2022 | | September 30, 2023 | | September 30, 2022 | | September 30, 2023 | | September 30, 2022 |
| | (in thousands, except per share amounts) | | (in thousands, except per share amounts) |
Revenue: | Revenue: | | Revenue: | |
Consignment | Consignment | | $ | 46,479 | | | $ | 47,435 | | Consignment | | $ | 57,838 | | | $ | 41,553 | | | $ | 157,732 | | | $ | 137,524 | |
Product | Product | | 29,443 | | | 25,260 | | Product | | 24,211 | | | 26,392 | | | 82,897 | | | 79,537 | |
Total revenue | Total revenue | | 75,922 | | | 72,695 | | Total revenue | | 82,049 | | | 67,945 | | | 240,629 | | | 217,061 | |
Cost of revenue: | Cost of revenue: | | | | | Cost of revenue: | | | | | | | | |
Consignment | Consignment | | 9,220 | | | 10,049 | | Consignment | | 10,131 | | | 9,087 | | | 28,931 | | | 29,354 | |
Product | Product | | 15,609 | | | 12,418 | | Product | | 15,291 | | | 14,362 | | | 48,246 | | | 40,335 | |
Total cost of revenue | Total cost of revenue | | 24,829 | | | 22,467 | | Total cost of revenue | | 25,422 | | | 23,449 | | | 77,177 | | | 69,689 | |
Gross profit | Gross profit | | 51,093 | | | 50,228 | | Gross profit | | 56,627 | | | 44,496 | | | 163,452 | | | 147,372 | |
Operating expenses: | Operating expenses: | | Operating expenses: | |
Operations, product, and technology | Operations, product, and technology | | 38,347 | | | 39,161 | | Operations, product, and technology | | 40,355 | | | 38,702 | | | 118,473 | | | 121,824 | |
Marketing | Marketing | | 16,870 | | | 16,978 | | Marketing | | 19,406 | | | 14,752 | | | 54,919 | | | 51,370 | |
Sales, general, and administrative | Sales, general, and administrative | | 16,059 | | | 14,664 | | Sales, general, and administrative | | 15,058 | | | 15,232 | | | 47,147 | | | 47,276 | |
Total operating expenses | Total operating expenses | | 71,276 | | | 70,803 | | Total operating expenses | | 74,819 | | | 68,686 | | | 220,539 | | | 220,470 | |
Operating loss | Operating loss | | (20,183) | | | (20,575) | | Operating loss | | (18,192) | | | (24,190) | | | (57,087) | | | (73,098) | |
Interest expense | Interest expense | | 77 | | | 423 | | Interest expense | | 732 | | | 103 | | | 1,530 | | | 764 | |
Other income, net | Other income, net | | (476) | | | (303) | | Other income, net | | (845) | | | (624) | | | (2,006) | | | (1,108) | |
Loss before provision for income taxes | Loss before provision for income taxes | | (19,784) | | | (20,695) | | Loss before provision for income taxes | | (18,079) | | | (23,669) | | | (56,611) | | | (72,754) | |
Provision for income taxes | Provision for income taxes | | 9 | | | 13 | | Provision for income taxes | | 3 | | | 9 | | | 24 | | | 31 | |
Net loss | Net loss | | $ | (19,793) | | | $ | (20,708) | | Net loss | | $ | (18,082) | | | $ | (23,678) | | | $ | (56,635) | | | $ | (72,785) | |
Loss per share, basic and diluted | Loss per share, basic and diluted | | $ | (0.19) | | | $ | (0.21) | | Loss per share, basic and diluted | | $ | (0.17) | | | $ | (0.24) | | | $ | (0.54) | | | $ | (0.73) | |
Weighted-average shares used in computing loss per share, basic and diluted | Weighted-average shares used in computing loss per share, basic and diluted | | 101,984 | | | 98,624 | | Weighted-average shares used in computing loss per share, basic and diluted | | 105,898 | | | 100,253 | | | 103,918 | | | 99,409 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
THREDUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
| | | Three Months Ended | | Three Months Ended | | Nine Months Ended |
| | March 31, 2023 | | March 31, 2022 | | September 30, 2023 | | September 30, 2022 | | September 30, 2023 | | September 30, 2022 |
| | (in thousands) | | (in thousands) |
Net loss | Net loss | | $ | (19,793) | | | $ | (20,708) | | Net loss | | $ | (18,082) | | | $ | (23,678) | | | $ | (56,635) | | | $ | (72,785) | |
Other comprehensive income (loss), net of tax: | Other comprehensive income (loss), net of tax: | | Other comprehensive income (loss), net of tax: | |
Foreign currency translation adjustments | Foreign currency translation adjustments | | 544 | | | (708) | | Foreign currency translation adjustments | | (1,080) | | | (2,217) | | | (772) | | | (5,258) | |
Unrealized gain (loss) on available-for-sale securities | Unrealized gain (loss) on available-for-sale securities | | 610 | | | (1,002) | | Unrealized gain (loss) on available-for-sale securities | | 152 | | | (28) | | | 1,065 | | | (1,284) | |
Total other comprehensive income (loss) | Total other comprehensive income (loss) | | 1,154 | | | (1,710) | | Total other comprehensive income (loss) | | (928) | | | (2,245) | | | 293 | | | (6,542) | |
Total comprehensive loss | Total comprehensive loss | | $ | (18,639) | | | $ | (22,418) | | Total comprehensive loss | | $ | (19,010) | | | $ | (25,923) | | | $ | (56,342) | | | $ | (79,327) | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
THREDUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
| | | Common Stock | | | Common Stock | |
| | Shares | | Amount | | Additional Paid-in Capital | | Accumulated Other Comprehensive Loss | | Accumulated Deficit | | Total Stockholders’ Equity | | Shares | | Amount | | Additional Paid-in Capital | | Accumulated Other Comprehensive Loss | | Accumulated Deficit | | Total Stockholders’ Equity |
| | (in thousands) | | (in thousands) |
Balance as of December 31, 2022 | Balance as of December 31, 2022 | | 101,532 | | | $ | 10 | | | $ | 551,852 | | | $ | (4,234) | | | $ | (407,627) | | | $ | 140,001 | | Balance as of December 31, 2022 | | 101,532 | | | $ | 10 | | | $ | 551,852 | | | $ | (4,234) | | | $ | (407,627) | | | $ | 140,001 | |
Issuance of common stock from exercise of stock options and restricted stock units | Issuance of common stock from exercise of stock options and restricted stock units | | 1,484 | | | — | | | 275 | | | 275 | | Issuance of common stock from exercise of stock options and restricted stock units | | 1,484 | | | — | | | 275 | | | 275 | |
Stock-based compensation | Stock-based compensation | | 9,720 | | | 9,720 | | Stock-based compensation | | 9,720 | | | 9,720 | |
Shares withheld related to net share settlement | | (180) | | | — | | | (270) | | | (270) | | |
Net income | | (19,793) | | | (19,793) | | |
Shares withheld for net share settlement | | Shares withheld for net share settlement | | (180) | | | — | | | (270) | | | (270) | |
Net loss | | Net loss | | (19,793) | | | (19,793) | |
Other comprehensive income | Other comprehensive income | | 1,154 | | | 1,154 | | Other comprehensive income | | 1,154 | | | 1,154 | |
Balance as of March 31, 2023 | Balance as of March 31, 2023 | | 102,836 | | | 10 | | | 561,577 | | | (3,080) | | | (427,420) | | | 131,087 | | Balance as of March 31, 2023 | | 102,836 | | | 10 | | | 561,577 | | | (3,080) | | | (427,420) | | | 131,087 | |
Issuance of common stock from exercise of stock options, restricted stock units, and employee stock purchase plan | | Issuance of common stock from exercise of stock options, restricted stock units, and employee stock purchase plan | | 2,663 | | | 1 | | | 593 | | | 594 | |
Stock-based compensation | | Stock-based compensation | | 7,958 | | | 7,958 | |
Shares withheld for net share settlement | | Shares withheld for net share settlement | | (164) | | | — | | | (348) | | | (348) | |
Net loss | | Net loss | | (18,760) | | | (18,760) | |
Other comprehensive income | | Other comprehensive income | | 67 | | | 67 | |
Balance as of June 30, 2023 | | Balance as of June 30, 2023 | | 105,335 | | | $ | 11 | | | $ | 569,780 | | | $ | (3,013) | | | $ | (446,180) | | | $ | 120,598 | |
Issuance of common stock from exercise of stock options, restricted stock units, and employee stock purchase plan | | Issuance of common stock from exercise of stock options, restricted stock units, and employee stock purchase plan | | 1,673 | | | $ | — | | | $ | 490 | | | 490 | |
Stock-based compensation | | Stock-based compensation | | $ | 8,190 | | | 8,190 | |
Shares withheld for net share settlement | | Shares withheld for net share settlement | | (171) | | | — | | | $ | (720) | | | (720) | |
Net loss | | Net loss | | (18,082) | | | (18,082) | |
Other comprehensive loss | | Other comprehensive loss | | (928) | | | (928) | |
Balance as of September 30, 2023 | | Balance as of September 30, 2023 | | 106,837 | | | $ | 11 | | | $ | 577,740 | | | $ | (3,941) | | | $ | (464,262) | | | $ | 109,548 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | | | | | | | |
| | Shares | | Amount | | Additional Paid-in Capital | | Accumulated Other Comprehensive Loss | | Accumulated Deficit | | Total Stockholders’ Equity |
| | (in thousands) |
Balance as of December 31, 2021 | | 98,435 | | | $ | 10 | | | $ | 522,161 | | | $ | (1,094) | | | $ | (315,343) | | | $ | 205,734 | |
Issuance of common stock from exercise of stock options and restricted stock units | | 507 | | | — | | | 754 | | | | | | | 754 | |
Stock-based compensation | | | | | | 3,618 | | | | | | | 3,618 | |
Net income | | | | | | | | | | (20,708) | | | (20,708) | |
Other comprehensive loss | | | | | | | | (1,710) | | | | | (1,710) | |
Balance as of March 31, 2022 | | 98,942 | | | 10 | | | 526,533 | | | (2,804) | | | (336,051) | | | 187,688 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | | | | | | | |
| | Shares | | Amount | | Additional Paid-in Capital | | Accumulated Other Comprehensive Loss | | Accumulated Deficit | | Total Stockholders’ Equity |
| | (in thousands) |
Balance as of December 31, 2021 | | 98,435 | | | $ | 10 | | | $ | 522,161 | | | $ | (1,094) | | | $ | (315,343) | | | $ | 205,734 | |
Issuance of common stock from exercise of stock options and restricted stock units | | 507 | | | — | | | 754 | | | | | | | 754 | |
Stock-based compensation | | | | | | 3,618 | | | | | | | 3,618 | |
Net loss | | | | | | | | | | (20,708) | | | (20,708) | |
Other comprehensive loss | | | | | | | | (1,710) | | | | | (1,710) | |
Balance as of March 31, 2022 | | 98,942 | | | 10 | | | 526,533 | | | (2,804) | | | (336,051) | | | 187,688 | |
Issuance of common stock from exercise of stock options, restricted stock units, and employee stock purchase plan | | 1,030 | | | — | | | 1,031 | | | | | | | 1,031 | |
Stock-based compensation | | | | | | 10,353 | | | | | | | 10,353 | |
Shares withheld for net share settlement | | (19) | | | — | | | (157) | | | | | | | (157) | |
Net loss | | | | | | | | | | (28,399) | | | (28,399) | |
Other comprehensive loss | | | | | | | | (2,587) | | | | | (2,587) | |
Balance as of June 30, 2022 | | 99,953 | | | $ | 10 | | | $ | 537,760 | | | $ | (5,391) | | | $ | (364,450) | | | $ | 167,929 | |
Issuance of common stock from exercise of stock options, restricted stock units, and employee stock purchase plan | | 779 | | | $ | — | | | $ | 229 | | | | | | | $ | 229 | |
Stock-based compensation | | | | | | $ | 7,460 | | | | | | | $ | 7,460 | |
| | | | | | | | | | | | |
Net loss | | | | | | | | | | $ | (23,678) | | | $ | (23,678) | |
Other comprehensive loss | | | | | | | | $ | (2,245) | | | | | $ | (2,245) | |
Balance as of September 30, 2022 | | 100,732 | | | $ | 10 | | | $ | 545,449 | | | $ | (7,636) | | | $ | (388,128) | | | $ | 149,695 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
THREDUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| | | Three Months Ended | | Nine Months Ended |
| | March 31, 2023 | | March 31, 2022 | | September 30, 2023 | | September 30, 2022 |
| | (in thousands) | | (in thousands) |
Cash flows from operating activities: | Cash flows from operating activities: | | Cash flows from operating activities: | |
Net loss | Net loss | | $ | (19,793) | | | $ | (20,708) | | Net loss | | $ | (56,635) | | | $ | (72,785) | |
Adjustments to reconcile net loss to net cash used in operating activities: | Adjustments to reconcile net loss to net cash used in operating activities: | | Adjustments to reconcile net loss to net cash used in operating activities: | |
Depreciation and amortization | Depreciation and amortization | | 3,681 | | | 3,271 | | Depreciation and amortization | | 13,881 | | | 10,217 | |
Stock-based compensation expense | Stock-based compensation expense | | 9,391 | | | 3,523 | | Stock-based compensation expense | | 24,907 | | | 20,758 | |
Reduction in carrying amount of right-of-use assets | Reduction in carrying amount of right-of-use assets | | 1,207 | | | 1,398 | | Reduction in carrying amount of right-of-use assets | | 4,788 | | | 4,820 | |
Other | Other | | 41 | | | 481 | | Other | | 59 | | | 1,409 | |
Changes in operating assets and liabilities: | Changes in operating assets and liabilities: | | Changes in operating assets and liabilities: | |
Accounts receivable, net | Accounts receivable, net | | 1,010 | | | 1,143 | | Accounts receivable, net | | (1,373) | | | 795 | |
Inventory | Inventory | | (3,157) | | | (2,313) | | Inventory | | (873) | | | (6,222) | |
Other current and non-current assets | Other current and non-current assets | | 22 | | | (2,162) | | Other current and non-current assets | | 1,055 | | | (1,732) | |
Accounts payable | Accounts payable | | 4,102 | | | 1,601 | | Accounts payable | | 4,049 | | | (3,000) | |
Accrued and other current liabilities | Accrued and other current liabilities | | (1,851) | | | 4,912 | | Accrued and other current liabilities | | (4,331) | | | 6,918 | |
Seller payable | Seller payable | | 1,696 | | | 1,521 | | Seller payable | | 5,358 | | | (380) | |
Operating lease liabilities | Operating lease liabilities | | (2,062) | | | 539 | | Operating lease liabilities | | (5,426) | | | 2,396 | |
Other non-current liabilities | Other non-current liabilities | | 1,255 | | | 115 | | Other non-current liabilities | | (75) | | | (133) | |
Net cash used in operating activities | Net cash used in operating activities | | (4,458) | | | (6,679) | | Net cash used in operating activities | | (14,616) | | | (36,939) | |
Cash flows from investing activities: | Cash flows from investing activities: | | | | | Cash flows from investing activities: | | | | |
Purchases of marketable securities | | Purchases of marketable securities | | (9,851) | | | (3,475) | |
Maturities of marketable securities | Maturities of marketable securities | | 24,579 | | | 4,726 | | Maturities of marketable securities | | 71,979 | | | 35,830 | |
Purchases of property and equipment | Purchases of property and equipment | | (5,679) | | | (12,638) | | Purchases of property and equipment | | (13,775) | | | (39,316) | |
Net cash provided by (used in) investing activities | Net cash provided by (used in) investing activities | | 18,900 | | | (7,912) | | Net cash provided by (used in) investing activities | | 48,353 | | | (6,961) | |
Cash flows from financing activities: | Cash flows from financing activities: | | | | | Cash flows from financing activities: | | | | |
Proceeds from debt, net of discount | | Proceeds from debt, net of discount | | — | | | 491 | |
Repayment of debt | Repayment of debt | | (1,000) | | | (2,000) | | Repayment of debt | | (3,000) | | | (5,333) | |
Proceeds from exercise of stock options and employee stock purchase plan | | 446 | | | 965 | | |
Proceeds from issuance of stock-based awards | | Proceeds from issuance of stock-based awards | | 3,761 | | | 3,878 | |
Payment of withholding taxes on stock-based awards | Payment of withholding taxes on stock-based awards | | (638) | | | (156) | | Payment of withholding taxes on stock-based awards | | (3,744) | | | (1,958) | |
Net cash used in financing activities | Net cash used in financing activities | | (1,192) | | | (1,191) | | Net cash used in financing activities | | (2,983) | | | (2,922) | |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | Effect of exchange rate changes on cash, cash equivalents, and restricted cash | | (540) | | | (172) | | Effect of exchange rate changes on cash, cash equivalents, and restricted cash | | (230) | | | (918) | |
Net change in cash, cash equivalents, and restricted cash | Net change in cash, cash equivalents, and restricted cash | | 12,710 | | | (15,954) | | Net change in cash, cash equivalents, and restricted cash | | 30,524 | | | (47,740) | |
Cash, cash equivalents, and restricted cash, beginning of period | Cash, cash equivalents, and restricted cash, beginning of period | | 44,051 | | | 91,840 | | Cash, cash equivalents, and restricted cash, beginning of period | | 44,051 | | | 91,840 | |
Cash, cash equivalents, and restricted cash, end of period | Cash, cash equivalents, and restricted cash, end of period | | $ | 56,761 | | | $ | 75,886 | | Cash, cash equivalents, and restricted cash, end of period | | $ | 74,575 | | | $ | 44,100 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
THREDUP INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Organization and Description of Business
ThredUp Inc. (“thredUP” or the “Company”) was formed as a corporation in the State of Delaware in January 2009. thredUP operates a large resale platform that enables consumers to buy and sell primarily secondhand apparel, shoes, and accessories.
2. Significant Accounting Policies
Basis of Presentation and Use of Estimates
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany account balances and transactions have been eliminated upon consolidation. The unaudited condensed consolidated financial statements were prepared in accordance with the United States (“U.S.”) Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Quarterly Report on Form 10‑Q and Article 10 of Regulation S-X. As permitted under those rules, certain footnotes or other financial information canmay be condensed or omitted.
The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the consolidated financial statements and the related disclosures. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to,to: the useful lives of property and equipment and intangibles,intangibles; allowance for sales returns,returns; breakage on loyalty points and rewards, and gift cards,cards; valuation of inventory, stock-based compensation, right-of-use assets, goodwill and acquired intangibles,intangible assets, and income taxes.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal and recurring adjustments necessary to present fairly the financial position of the Company as of March 31,September 30, 2023, and the results of operations and cash flows for the interim periods presented.
The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 10-K”).
Reclassifications
Certain reclassifications were made to the prior period condensed consolidated statement of cash flows to conform to the current period presentation.
Recently Adopted Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU changes the impairment model for most financial assets, requiring the use of an expected loss model whichthat requires entities to estimate the lifetime expected credit loss on financial assets measured at amortized cost. Such credit losses will be recorded as an allowance to offset the amortized cost of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In addition, credit losses relating to available-for-sale debt securities will now be recorded through an allowance for credit losses rather than as a direct write-down to the security. This standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of this guidance during the first quarter of 2023 did not have a material impact on the Company’s condensed consolidated financial statements.
Revenue from Loyalty Reward Redemption and Expiration
The Company has a customer loyalty program, which allows end-customers to earn and accumulate points with each qualifying purchase. Earned points can be redeemed for reward coupons, such as discounts, free shipping, or waived restocking fee, which can be applied to future purchases or returns. Unredeemed points expire after one year from the date the points were earned. Reward coupons expire six months from the date the reward is claimed. Points earned on purchases are a material right, representing a separate performance obligation.
The allocated consideration for the points earned through qualifying purchase transactions is deferred based on the standalone selling price of the points and recorded within deferred revenue under accrued and other current liabilities within the Company’s condensed consolidated balance sheets. Revenue is recognized for these performance obligations at a point in time when rewards are redeemed by the end customer or expired.
As of March 31,September 30, 2023 and December 31, 2022, the Company had a deferred revenue liability of $3.3$3.4 million and $3.3 million, respectively, related to its customer loyalty program, which is included in accrued and other current liabilities within the Company’s condensed consolidated balance sheets. The Company recognized revenue from loyalty reward redemption of $2.1 million and $2.7$2.2 million for the three months ended March 31,September 30, 2023 and 2022, respectively, and $6.7 million and $7.4 million for the nine months ended September 30, 2023 and 2022, respectively.
As our loyalty points expire in 12 months and coupon rewards expire in six months, the revenue for the remaining performance obligation is expected to be recognized within a 12-month period. Gift Cards and Site Credits
The Company sells thredUP gift cards on its e-commerce website.website and may also convert site credits to thredUP gift cards after one year at the discretion of the Company. thredUP gift cards do not expire or lose value over periods of inactivity. The Company accounts for gift cards by recognizing a gift card liability at the time a gift card is delivered to the customer. As of March 31,September 30, 2023 and December 31, 2022, $10.8$8.9 million and $10.9 million, respectively, of gift card liability respectively, was included in accrued and other current liabilities within the Company’s condensed consolidated balance sheets. Revenue from gift cards is generally recognized when the gift cards are redeemed by the customer and amounted to $0.5 million and $0.3$0.2 million for the three months ended March 31,September 30, 2023 and 2022, respectively, and $1.7 million and $0.7 million for the nine months ended September 30, 2023 and 2022, respectively.
The Company issues site credits for order refunds. Site creditsreturns, which can be applied toward future charges but may not be converted into cash. Site credits may also be converted to thredUP gift cards after one year at the discretion of the Company. These credits are recognized as revenue when used. As of March 31,September 30, 2023 and December 31, 2022, $6.3$4.8 million and $7.2 million, respectively, of such customer site credits were included in accrued and other current liabilities within the Company’s condensed consolidated balance sheets. Revenue recognized from the redemption of site credits was $9.4$10.2 million and $11.0$11.9 million for the three months ended March 31,September 30, 2023 and 2022, respectively, and $30.1 million and $35.9 million for the nine months ended September 30, 2023 and 2022, respectively.
The Company recognizes breakage revenue when it determines that the redemption of gift cards and site credits is remote. Breakage revenue was $1.9 million and $2.3 million for the three and nine months ended September 30, 2023, respectively. Breakage revenue was not material for the three and nine months ended March 31, 2023 andSeptember 30, 2022.
Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Company’s condensed consolidated balance sheets that sum to the total of the same such amounts shown in the Company’s condensed consolidated statements of cash flows:
| | | March 31, 2023 | | December 31, 2022 | | September 30, 2023 | | December 31, 2022 |
| | (in thousands) | | (in thousands) |
Cash and cash equivalents | Cash and cash equivalents | | $ | 50,739 | | | $ | 38,029 | | Cash and cash equivalents | | $ | 68,552 | | | $ | 38,029 | |
Restricted cash included in Other current assets | Restricted cash included in Other current assets | | 475 | | | 383 | | Restricted cash included in Other current assets | | 644 | | | 383 | |
Restricted cash included in Other assets | Restricted cash included in Other assets | | 5,547 | | | 5,639 | | Restricted cash included in Other assets | | 5,379 | | | 5,639 | |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | | $ | 56,761 | | | $ | 44,051 | | Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | | $ | 74,575 | | | $ | 44,051 | |
Fair Value Measurements
The Company applies the provisions of FASB ASC Topic 820, Fair Value Measurements and Disclosures, for its financial and non-financial assets and liabilities. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels as follows:
•Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
•Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
•Level 3 inputs are unobservable inputs for the asset or liability.
The Company measures certain assets and liabilities at fair value as discussed throughout the notes to its condensed consolidated financial statements. As of March 31,September 30, 2023 and December 31, 2022, the carrying amounts of the Company’s accounts receivable, other current assets, other assets, accounts payable, seller payable and accrued and other current liabilities approximated their estimated fair values due to their relatively short maturities. Management believes the terms of its long-term variable-rate debt reflect current market conditions for an instrument with similar terms and maturity, and as such, the carrying value of the Company’s long-term debt approximated its fair value as of March 31,September 30, 2023 and December 31, 2022.
3. Financial Instruments and Fair Value Measurements
The following tables provide information about the Company’s financial instruments that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques utilized to determine such values as of March 31,September 30, 2023 and December 31, 2022:
| | | March 31, 2023 | | September 30, 2023 |
| | Level 1 | | Level 2 | | Level 3 | | Total | | Level 1 | | Level 2 | | Level 3 | | Total |
| | (in thousands) | | (in thousands) |
Assets: | Assets: | | Assets: | |
Cash equivalents: | Cash equivalents: | | Cash equivalents: | |
Money market funds | Money market funds | | $ | 10,052 | | | $ | — | | | $ | — | | | $ | 10,052 | | Money market funds | | $ | 10,096 | | | $ | — | | | $ | — | | | $ | 10,096 | |
U.S. treasury securities | | U.S. treasury securities | | — | | | 17,571 | | | — | | | 17,571 | |
Commercial paper | Commercial paper | | — | | | 21,062 | | | — | | | 21,062 | | Commercial paper | | — | | | 19,333 | | | — | | | 19,333 | |
U.S. government agency discount notes | U.S. government agency discount notes | | 2,992 | | | — | | | — | | | 2,992 | | U.S. government agency discount notes | | — | | | 2,874 | | | — | | | 2,874 | |
Total cash equivalents | Total cash equivalents | | 13,044 | | | 21,062 | | | — | | | 34,106 | | Total cash equivalents | | 10,096 | | | 39,778 | | | — | | | 49,874 | |
Marketable securities: | Marketable securities: | | | | | | | | | Marketable securities: | | | | | | | | |
Corporate debt securities | | 13,505 | | | — | | | — | | | 13,505 | | |
| U.S. treasury securities | U.S. treasury securities | | 12,322 | | | — | | | — | | | 12,322 | | U.S. treasury securities | | — | | | 2,480 | | | — | | | 2,480 | |
U.S. government agency bonds | U.S. government agency bonds | | 16,906 | | | — | | | — | | | 16,906 | | U.S. government agency bonds | | — | | | 3,095 | | | — | | | 3,095 | |
Total marketable securities | Total marketable securities | | 42,733 | | | — | | | — | | | 42,733 | | Total marketable securities | | — | | | 5,575 | | | — | | | 5,575 | |
Total assets at fair value | Total assets at fair value | | $ | 55,777 | | | $ | 21,062 | | | $ | — | | | $ | 76,839 | | Total assets at fair value | | $ | 10,096 | | | $ | 45,353 | | | $ | — | | | $ | 55,449 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2022 |
| | Level 1 | | Level 2 | | Level 3 | | Total |
| | (in thousands) |
Assets: | | | | | | | | |
Cash equivalents: | | | | | | | | |
Money market funds | | $ | 1,110 | | | $ | — | | | $ | — | | | $ | 1,110 | |
Commercial paper | | — | | | 14,460 | | | — | | | 14,460 | |
Total cash equivalents | | 1,110 | | | 14,460 | | | — | | | 15,570 | |
Marketable securities: | | | | | | | | |
Corporate debt securities | | 25,488 | | | — | | | — | | | 25,488 | |
U.S. treasury securities | | 19,176 | | | — | | | — | | | 19,176 | |
U.S. government agency bonds | | 22,238 | | | — | | | — | | | 22,238 | |
Total marketable securities | | 66,902 | | | — | | | — | | | 66,902 | |
Total assets at fair value | | $ | 68,012 | | | $ | 14,460 | | | $ | — | | | $ | 82,472 | |
The following tables summarize the cost, gross unrealized gains, gross unrealized losses and fair value of the marketable securities as of March 31,September 30, 2023 and December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2023 |
| | Cost or Amortized Cost | | Unrealized | | Fair Value |
| | | Gains | | Losses | |
| | (in thousands) |
Corporate debt securities | | $ | 13,568 | | | $ | — | | | $ | (63) | | | $ | 13,505 | |
U.S. treasury securities | | 12,501 | | | — | | | (179) | | | 12,322 | |
U.S. government agency bonds | | 17,138 | | | — | | | (232) | | | 16,906 | |
Total | | $ | 43,207 | | | $ | — | | | $ | (474) | | | $ | 42,733 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2023 |
| | Cost or Amortized Cost | | Unrealized | | Fair Value |
| | | Gains | | Losses | |
| | (in thousands) |
| | | | | | | | |
U.S. treasury securities | | 2,482 | | | — | | | (2) | | | 2,480 | |
U.S. government agency bonds | | 3,110 | | | — | | | (15) | | | 3,095 | |
Total | | $ | 5,592 | | | $ | — | | | $ | (17) | | | $ | 5,575 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2022 |
| | Cost or Amortized Cost | | Unrealized | | Fair Value |
| | | Gains | | Losses | |
| | (in thousands) |
Corporate debt securities | | $ | 25,774 | | | $ | — | | | $ | (286) | | | $ | 25,488 | |
U.S. treasury securities | | 19,531 | | | — | | | (355) | | | 19,176 | |
U.S. government agency bonds | | 22,679 | | | — | | | (441) | | | 22,238 | |
Total | | $ | 67,984 | | | $ | — | | | $ | (1,082) | | | $ | 66,902 | |
As of March 31,September 30, 2023 and December 31, 2022, the Company’s cash equivalents approximated their estimated fair value. As such, there are no unrealized gains or losses related to the Company’s cash equivalents.
For the Company’s marketable securities, which were all classified as available-for-sale, the Company utilizes third-party pricing services to obtain fair value. Third-party pricing methodologies incorporate bond terms and conditions, current performance data, proprietary pricing models, real-time quotes from contributing dealers, trade prices and other market data. The Company determined that the declines in the fair value of its marketable securities were not driven by credit-related factors. During the three and nine months ended March 31,September 30, 2023 and 2022, the Company did not recognize any losses on its marketable securities due to credit-related factors.
TheAs of September 30, 2023, the Company’s money market funds corporate debt securities, U.S. treasury securities, U.S. government agency bonds, and U.S. government agency discount notes were valued using Level 1 inputs because they arewere valued using quoted prices in active markets.
The Company’s U.S. treasury securities, commercial paper, isU.S. government agency discount notes, and U.S. government agency bonds were valued using Level 2 inputs because it isthey were valued using quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
ThereAs of September 30, 2023, there were no transfers between levelsinto or out of Level 3 during the three and nine months ended March 31,September 30, 2023. As of March 31,September 30, 2023, all of the $42.7$5.6 million carrying amount of marketable securities, all had a contractual maturity date of less than one year.
4. Property and Equipment, Net
Property and equipment, net consisted of the following:
| | | March 31, 2023 | | December 31, 2022 | | September 30, 2023 | | December 31, 2022 |
| | (in thousands) | | (in thousands) |
Property and equipment | Property and equipment | | $ | 130,819 | | | $ | 124,412 | | Property and equipment | | $ | 133,980 | | | $ | 124,412 | |
Less: accumulated depreciation and amortization | Less: accumulated depreciation and amortization | | (35,013) | | | (31,930) | | Less: accumulated depreciation and amortization | | (43,710) | | | (31,930) | |
Property and equipment, net | Property and equipment, net | | $ | 95,806 | | | $ | 92,482 | | Property and equipment, net | | $ | 90,270 | | | $ | 92,482 | |
Depreciation and amortization expense of property and equipment was $3.0$4.7 million and $2.6$2.9 million for the three months ended March 31,September 30, 2023 and 2022, respectively, and $11.9 million and $8.3 million for the nine months ended September 30, 2023 and 2022, respectively.
5. Goodwill and Other Intangible Assets
Goodwill is primarily attributable to the planned growth in the combined business after the acquisition of Remix Global EAD (“Remix”). Goodwill is reviewed for impairment at least annually, absent any interim indicators of impairment. Goodwill was $11.8$11.5 million and $11.6 million as of March 31,September 30, 2023 and December 31, 2022, respectively. The increasedecrease in goodwill during the threenine months ended March 31,September 30, 2023 was due to foreign currency translation adjustments.
The gross carrying amounts and accumulated amortization of the Company’s intangible assets with determinable lives as of March 31,September 30, 2023 and December 31, 2022 were as follows:
| | | March 31, 2023 | | September 30, 2023 |
| | Amortization Period | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Amortization Period | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
| | (in years) | | (in thousands) | | (in years) | | (in thousands) |
Customer relationships | Customer relationships | | 8 | | $ | 4,902 | | | $ | (907) | | | $ | 3,995 | | Customer relationships | | 8 | | $ | 4,757 | | | $ | (1,178) | | | $ | 3,579 | |
Developed technology | Developed technology | | 3 | | 4,619 | | | (2,278) | | | 2,341 | | Developed technology | | 3 | | 4,482 | | | (2,959) | | | 1,523 | |
Trademarks | Trademarks | | 9 | | 4,436 | | | (728) | | | 3,708 | | Trademarks | | 9 | | 4,305 | | | (947) | | | 3,358 | |
Total | Total | | $ | 13,957 | | | $ | (3,913) | | | $ | 10,044 | | Total | | $ | 13,544 | | | $ | (5,084) | | | $ | 8,460 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | December 31, 2022 |
| | Amortization Period | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
| | (in years) | | (in thousands) |
Customer relationships | | 8 | | $ | 4,814 | | | $ | (742) | | | $ | 4,072 | |
Developed technology | | 3 | | 4,536 | | | (1,864) | | | 2,672 | |
Trademarks | | 9 | | 4,351 | | | (596) | | | 3,755 | |
Total | | | | $ | 13,701 | | | $ | (3,202) | | | $ | 10,499 | |
The changes in the gross carrying amounts were due to foreign currency translation adjustments.
Amortization expense related to developed technology, customer relationships, and trademarks is recorded within operations, product, and technology; sales, general, and administrative; and marketing expense, respectively, within the Company’s condensed consolidated statements of operations. Amortization expense of intangible assets with determinable lives was $0.6$0.7 million and $0.7$0.6 million for the three months ended March 31,September 30, 2023 and 2022, respectively, and $2.0 million and $1.9 million for the nine months ended September 30, 2023 and 2022, respectively.
6. Balance Sheet Components
Inventories consisted of the following:
| | | March 31, 2023 | | December 31, 2022 | | September 30, 2023 | | December 31, 2022 |
| | (in thousands) | | (in thousands) |
Work in process | Work in process | | $ | 2,432 | | | $ | 2,639 | | Work in process | | $ | 3,222 | | | $ | 2,639 | |
Finished goods | Finished goods | | 18,501 | | | 14,880 | | Finished goods | | 14,951 | | | 14,880 | |
Total | Total | | $ | 20,933 | | | $ | 17,519 | | Total | | $ | 18,173 | | | $ | 17,519 | |
Work in process inventory relates to items that are currently undergoing preparation for sale, including itemization, cleaning, and repair.
Accrued and other current liabilities consisted of the following:
| | | March 31, 2023 | | December 31, 2022 | | September 30, 2023 | | December 31, 2022 |
| | (in thousands) | | (in thousands) |
Gift card and site credit liabilities | Gift card and site credit liabilities | | $ | 17,093 | | | $ | 18,101 | | Gift card and site credit liabilities | | $ | 13,784 | | | $ | 18,101 | |
Accrued vendor liabilities | | 8,936 | | | 9,116 | | |
Deferred revenue | Deferred revenue | | 6,398 | | | 7,582 | | Deferred revenue | | 6,807 | | | 7,582 | |
Accrued compensation | Accrued compensation | | 4,459 | | | 4,993 | | Accrued compensation | | 4,751 | | | 4,993 | |
Accrued taxes | | Accrued taxes | | 4,500 | | | 4,326 | |
Accrued vendor liabilities | | Accrued vendor liabilities | | 4,303 | | | 9,116 | |
Allowance for returns | Allowance for returns | | 4,779 | | | 4,907 | | Allowance for returns | | 4,195 | | | 4,907 | |
Accrued taxes | | 4,195 | | | 4,326 | | |
Accrued other | Accrued other | | 2,116 | | | 1,130 | | Accrued other | | 1,885 | | | 1,130 | |
Total | Total | | $ | 47,976 | | | $ | 50,155 | | Total | | $ | 40,225 | | | $ | 50,155 | |
7. Long-Term Debt
In February 2019, the Company entered into a loan and security agreement (“Term Loan”) with Western Alliance Bank for an aggregate amount of up to $40.0 million. The Company incurred an immaterial amount of debt issuance costs in connection with the Term Loan. The debt issuance costs are recorded on the Company’s condensed consolidated balance sheets and are being amortized over the life of the Term Loan using the effective-interest method.
The Term Loan was subsequently amended several times, with the most recent amendment taking place in July 2022. As amended, the Term Loan matures on July 14, 2027 and provides for an aggregate borrowing amount of up to $70.0 million, which bears interest at the prime rate published in the Wall Street Journal plus a margin of 1.25%, with a floor of 6.00%. The Company incurred an immaterial amount of debt issuance costs in connection with the amendment. For accounting purposes, pursuant to FASB ASC Topic 470, Debt, this transaction was accounted for as a modification of the Term Loan. The debt issuance costs were recognized in interest expense within the Company’s condensed consolidated statement of operations during the third quarter of 2022.
The Term Loan requires the Company to comply with certain financial covenants, including, among other things, liquidity requirements, minimum cash deposits with Western Alliance bank,Bank, performance metrics, and a debt service coverage ratio. The Term Loan also contains affirmative and negative covenants customary for financings of this type, including, among other things, limitations or prohibitions on repurchasing common shares, declaring and paying dividends and other distributions, redeeming and repurchasing certain other indebtedness, loans and investments, additional indebtedness, liens, mergers, asset sales and transactions with affiliates. In addition, the Term Loan contains customary events of default. As of March 31,September 30, 2023 and December 31, 2022, the Company was in compliance with its debt covenants under the Term Loan.
The Term Loan is payable in consecutive monthly installments. Interest is due monthly on amounts outstanding under the Term Loan. The Company is also permitted to make voluntary prepayments without penalty or premium at any time.
As of March 31,September 30, 2023 and December 31, 2022, the effective interest rate for borrowings under the Term Loan was 10.22%10.73% and 9.70%, respectively.
During the threenine months ended March 31,September 30, 2023, the Company did not make any borrowings under the Term Loan and repaid a total of $1.0$3.0 million on amounts outstanding under the Term Loan. During the threenine months ended March 31,September 30, 2022, the Company did not make any borrowingsborrowed $0.7 million under the Term Loan and repaid a total of $2.0$5.3 million on amounts outstanding under the Term Loan. As of March 31,September 30, 2023 and December 31, 2022, the amountamounts outstanding under the Term Loan was $29.3were $27.3 million and $30.3 million, respectively.
During the three months ended March 31,September 30, 2023 and 2022, the Company incurred $0.7 million and $0.6 million, respectively, of interest costs relating to the Term Loan. There was no capitalized interest during the three months ended September 30, 2023 and $0.5 million was capitalized as part of an asset for the three month ended September 30, 2022.
During the nine months ended September 30, 2023 and 2022, the Company incurred $2.0 million and $1.8 million, respectively, of interest costs relating to the Term Loan, of which $0.6 million and $0.1$1.0 million, respectively, waswere capitalized as part of an asset.
As of March 31,September 30, 2023, the future annual scheduled principal payments of the Term Loan were as follows:
| | | Amount | | Amount |
| | (in thousands) | | (in thousands) |
2023 | 2023 | | $ | 3,000 | | 2023 | | $ | 1,000 | |
2024 | 2024 | | 4,000 | | 2024 | | 4,000 | |
2025 | 2025 | | 4,000 | | 2025 | | 4,000 | |
2026 | 2026 | | 4,000 | | 2026 | | 4,000 | |
2027 | 2027 | | 14,333 | | 2027 | | 14,333 | |
Total principal payments | Total principal payments | | 29,333 | | Total principal payments | | 27,333 | |
Less: unamortized debt discount | Less: unamortized debt discount | | (620) | | Less: unamortized debt discount | | (531) | |
Less: current portion of long-term debt | Less: current portion of long-term debt | | (3,882) | | Less: current portion of long-term debt | | (3,834) | |
Non-current portion of long-term debt | Non-current portion of long-term debt | | $ | 24,831 | | Non-current portion of long-term debt | | $ | 22,968 | |
8. Common Stock and Stockholders’ Equity
Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten votes per share and is convertible at any time into one share of Class A common stock.
The table below summarizes the Class A common stock and Class B common stock authorized, issued and outstanding as of March 31,September 30, 2023 and December 31, 2022:
| | | March 31, 2023 | | September 30, 2023 |
| | Authorized | | Issued and Outstanding | | Authorized | | Issued and Outstanding |
| | (in thousands) | | (in thousands) |
Class A common stock | Class A common stock | | 1,000,000 | | | 72,351 | | Class A common stock | | 1,000,000 | | | 76,866 | |
Class B common stock | Class B common stock | | 120,000 | | | 30,485 | | Class B common stock | | 120,000 | | | 29,971 | |
Total | Total | | 1,120,000 | | | 102,836 | | Total | | 1,120,000 | | | 106,837 | |
| | | | | | | | | | | | | | |
| | December 31, 2022 |
| | Authorized | | Issued and Outstanding |
| | (in thousands) |
Class A common stock | | 1,000,000 | | | 70,723 | |
Class B common stock | | 120,000 | | | 30,809 | |
Total | | 1,120,000 | | | 101,532 | |
Accumulated Other Comprehensive Loss
The following table summarizes changes in accumulated other comprehensive loss by component during the three months ended March 31, 2023 and 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Change in Accumulated Other Comprehensive Loss by Component |
| | Three Months Ended |
| | March 31, 2023 | | March 31, 2022 |
| | Foreign Currency Translation Adjustments | | Unrealized Gain (Loss) on Available-For-Sale Securities | | Total | | Foreign Currency Translation Adjustments | | Unrealized Loss on Available-For-Sale Securities | | Total |
| | (in thousands) |
Beginning balance | | $ | (3,147) | | | $ | (1,087) | | | $ | (4,234) | | | $ | (729) | | | $ | (365) | | | $ | (1,094) | |
Other comprehensive income (loss) before reclassifications | | 544 | | | 610 | | | 1,154 | | | (708) | | | (1,002) | | | (1,710) | |
Amounts reclassified from accumulated other comprehensive loss to income | | — | | | — | | | — | | | — | | | — | | | — | |
Total other comprehensive income (loss), net of reclassifications | | 544 | | | 610 | | | 1,154 | | | (708) | | | (1,002) | | | (1,710) | |
Ending balance | | $ | (2,603) | | | $ | (477) | | | $ | (3,080) | | | $ | (1,437) | | | $ | (1,367) | | | $ | (2,804) | |
9. Stock-Based Compensation
The Company has stock-based compensation plans, which are more fully described in Note 11, Stock-Based Compensation Plans,, to the Consolidated Financial Statements included in the 2022 10-K. During the threenine months ended March 31,September 30, 2023, the Company granted restricted stock units subject to service conditions.
Stock-Based Compensation Expense
The following table provides information about stock-based compensation expense by financial statement line item:
| | | Three Months Ended | | Three Months Ended | | Nine Months Ended |
| | March 31, 2023 | | March 31, 2022 | | September 30, 2023 | | September 30, 2022 | | September 30, 2023 | | September 30, 2022 |
| | | | (in thousands) |
Operations, product, and technology | Operations, product, and technology | | $ | 3,671 | | | $ | 1,392 | | Operations, product, and technology | | $ | 2,858 | | | $ | 2,480 | | | $ | 9,442 | | | $ | 7,842 | |
Marketing | Marketing | | 1,205 | | | 333 | | Marketing | | 1,264 | | | 818 | | | 3,392 | | | 2,377 | |
Sales, general, and administrative | Sales, general, and administrative | | 4,515 | | | 1,798 | | Sales, general, and administrative | | 3,766 | | | 3,879 | | | 12,073 | | | 10,539 | |
Total stock-based compensation expense | Total stock-based compensation expense | | $ | 9,391 | | | $ | 3,523 | | Total stock-based compensation expense | | $ | 7,888 | | | $ | 7,177 | | | $ | 24,907 | | | $ | 20,758 | |
DuringStock-based compensation expense capitalized in internal use software was not material for the three months ended March 31,September 30, 2023 the Company modified the vesting schedule of substantially all restricted stock unit awards outstanding as of December 31,and 2022, from 4 years to 3 yearsrespectively, and recognized compensation expense of $2.4 million related to the acceleration of the vesting schedule. As of March 31, 2023, the total unrecognized compensation cost related to all nonvested stock options was $3.1$0.5 million and $0.4 million for the related weighted-average period over which it is expected to be recognized was approximately 1.27 years. As of March 31,nine months ended September 30, 2023 the total unrecognized compensation cost related to all nonvested restricted stock units was $64.0 million and the related weighted-average period over which it is expected to be recognized was approximately 2.36 years.2022, respectively.
Stock Options
The following table summarizes the activities for all stock options under the Company’s share-based compensation plans for the threenine months ended March 31,September 30, 2023:
| | | Number of Options Outstanding | | Weighted-Average Exercise Price Per Share | | Weighted-Average Remaining Contractual Life | | Aggregate Intrinsic Value(1) | | Number of Options Outstanding | | Weighted-Average Exercise Price Per Share | | Weighted-Average Remaining Contractual Life | | Aggregate Intrinsic Value (1) |
| | (in thousands) | | | | | | (in thousands) | | (in thousands) | | | | | | (in thousands) |
Outstanding as of December 31, 2022 | Outstanding as of December 31, 2022 | | 17,872 | | | $ | 1.97 | | | 5.20 years | | $ | 1,442 | | Outstanding as of December 31, 2022 | | 17,872 | | | $ | 1.97 | | | 5.20 years | | $ | 1,442 | |
Granted | Granted | | — | | | $ | — | | | Granted | | — | | | $ | — | | |
Exercised | Exercised | | (178) | | | $ | 1.48 | | | Exercised | | (505) | | | $ | 1.86 | | |
Forfeited or expired | Forfeited or expired | | (126) | | | $ | 3.61 | | | Forfeited or expired | | (347) | | | $ | 3.36 | | |
Outstanding as of March 31, 2023 | | 17,568 | | | $ | 1.96 | | | 4.98 years | | $ | 11,622 | | |
Exercisable as of March 31, 2023 | | 14,787 | | | $ | 1.91 | | | 4.55 years | | $ | 10,351 | | |
Outstanding as of September 30, 2023 | | Outstanding as of September 30, 2023 | | 17,020 | | | $ | 1.95 | | | 4.50 years | | $ | 36,049 | |
Exercisable as of September 30, 2023 | | Exercisable as of September 30, 2023 | | 15,128 | | | $ | 1.91 | | | 4.21 years | | $ | 32,498 | |
(1)The intrinsic value is the amount by which the current market value of the underlying stock exceeds the exercise price of the stock awards.
There were no options granted during the three and nine months ended March 31,September 30, 2023 and 2022. The total intrinsic value of stock options exercised during the threenine months ended March 31,September 30, 2023 and 2022 was $0.1$0.6 million.
As of September 30, 2023, the total unrecognized compensation cost related to all nonvested stock options was $1.7 million and $2.1 million, respectively.the related weighted-average period over which it is expected to be recognized was approximately 1.06 years.
Restricted Stock Units
The following table summarizes the activities for all restricted stock units (“RSUs”) under the Company’s share-based compensation plans for the threenine months ended March 31,September 30, 2023:
| | | Number of Shares | | Weighted-Average Grant Date Fair Value Per Share | | Number of Shares | | Weighted-Average Grant Date Fair Value Per Share |
| | (in thousands) | | | | (in thousands) | | |
Outstanding and nonvested as of December 31, 2022 | Outstanding and nonvested as of December 31, 2022 | | 7,855 | | | $ | 8.01 | | Outstanding and nonvested as of December 31, 2022 | | 7,855 | | | $ | 8.01 | |
Granted | Granted | | 8,310 | | | $ | 1.78 | | Granted | | 8,917 | | | $ | 1.86 | |
Vested | Vested | | (1,383) | | | $ | 5.79 | | Vested | | (4,788) | | | $ | 5.14 | |
Forfeited | Forfeited | | (167) | | | $ | 5.70 | | Forfeited | | (1,075) | | | $ | 4.65 | |
Outstanding and nonvested as of March 31, 2023 | | 14,615 | | | $ | 4.71 | | |
Outstanding and nonvested as of September 30, 2023 | | Outstanding and nonvested as of September 30, 2023 | | 10,909 | | | $ | 4.57 | |
The total vesting date fair value of restricted stock units whichRSUs that vested during the nine months ended September 30, 2023 was $24.6 million.
During the three months ended March 31, 2023, the Company modified the vesting schedule of substantially all RSUs outstanding as of December 31, 2022 from 4 years to 3 years and 2022recognized compensation expense of $2.4 million related to the acceleration of the vesting schedule.
As of September 30, 2023, the total unrecognized compensation cost related to all nonvested RSUs was $8.0$47.0 million and $2.7 million, respectively.the related weighted-average period over which it is expected to be recognized was approximately 1.88 years.
10. Commitments and Contingencies
Legal Contingencies
The Company is subject to litigation claims and assessments from time to time in the ordinary course of business. The Company’s management does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.
Indemnifications
In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for limited and customary indemnification obligations. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made.
11. Income Taxes
The quarterly income tax provision reflects an estimate of the corresponding quarter’s state taxes in the United States. The provision for income tax expense for the three and nine months ended March 31,September 30, 2023 and 2022 was determined based upon estimates of the Company’s annual effective tax rate for the years ending December 31, 2023 and 2022, respectively. Since the Company is in a full valuation allowance position due to losses incurred since inception, the provision for taxes consists solely of certain state income taxes.
12. Loss Per Share
The following participating securities have been excluded from the computation of diluted loss per share for the periods presented because including them would have been anti-dilutive:
| | | March 31, 2023 | | March 31, 2022 | | September 30, 2023 | | September 30, 2022 |
| | (in thousands) | | (in thousands) |
Outstanding stock options | Outstanding stock options | | 17,569 | | | 18,825 | | Outstanding stock options | | 17,020 | | | 17,966 | |
Restricted stock units | Restricted stock units | | 14,615 | | | 1,830 | | Restricted stock units | | 10,909 | | | 8,693 | |
Delayed share issuance related to acquisition | Delayed share issuance related to acquisition | | 130 | | | 130 | | Delayed share issuance related to acquisition | | — | | | 131 | |
Employee stock purchase plan | Employee stock purchase plan | | 152 | | | 105 | | Employee stock purchase plan | | 97 | | | 230 | |
Total | Total | | 32,466 | | | 20,890 | | Total | | 28,026 | | | 27,020 | |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with other information, including our condensed consolidated financial statements and related notes included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q; Part I, Item 1A, Risk Factors, of this Quarterly Report on Form 10-Q; and our consolidated financial statements and related notes appearing in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 10-K”). The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. You should review the section titled “Special Note Regarding Forward-Looking Statements” for a discussion of forward-looking statements and the section titled “Risk Factors” for a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our historical results are not necessarily indicative of the results that may be expected for any period in the future, and our interim results are not necessarily indicative of the results we expect for the full calendar year or any other period.
Overview
thredUP operates one of the world’s largest online resale platforms for apparel, shoes and accessories. Our mission is to inspire a new generation of consumers to think secondhand first. We believe in a sustainable fashion future and we are proud that our business model creates a positive impact to the benefit of our buyers, sellers, clients, employees, investors and the environment. Our custom-built operating platform consists of distributed processing infrastructure, proprietary software and systems and data science expertise. This platform is powering the rapidly emerging resale economy, one of the fastest growing sectors in retail, according to a GlobalData market survey conducted in January 2023.
thredUP’s proprietary operating platform is the foundation for our managed marketplace, where we have bridged online and offline technology to make the buying and selling of tens of millions of unique items easy and fun. The core marketplacemarketplaces we have built enable buyers in the U.S. enables buyersand in Europe to browse and purchase resale items for primarily women’s and kids’ apparel, shoes and accessories across a wide range of price points. Buyers love shopping value, premium and luxury brands all in one place, at up to 90% off estimated retail price. 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. thredUP’s sellers order a Clean Out Kit, fill it and return it to us using our prepaid label. We take it from there and do the work to make those items available for resale. Aside from Clean Out Kits, thredUP also sources inventory from a variety of supply channels, such as wholesale supply in Europe.
In addition to our core marketplace, some of the world’s leading brands and retailers are already taking advantage of our RaaS offering, which allows them to conveniently offer a scalable closet clean out service and/or resale shop to their customers. We believe RaaS will accelerate the growth of this emerging category and form the backbone of the modern resale experience domestically and internationally.
In 2021, we acquired Remix Global EAD (“Remix”), a fashion resale company based in Sofia, Bulgaria. With this acquisition, we further expanded our reach to European customers, added a complementary operational infrastructure and added an experienced management team to enable our expansion into Europe. In addition, Remix’s product assortment extended our resale offering to include men’s items and items sourced from a variety of supply channels, such as wholesale supply.
Key Factors Affecting Our Performance
Macroeconomic Factors
Macroeconomic factors, including inflation, increased interest rates, significant capital market volatility, and global economic and geopolitical developments have direct and indirect impacts on our results of operations that are difficult to isolate and quantify. These factors contributed to increases in our operating costs during 2022 and the first quarterthree quarters of 2023 primarily due to increased transportation costs and wage rates. In addition, rising fuel, utility, and food costs, rising interest rates, and recessionary fears may impact customer demand and our ability to forecast consumer spending patterns. We expect some or all of these factors to continue to impact our operations at least throughout the rest of 2023.
Overview of FirstThird Quarter Results
Revenue: Total revenue was $75.9$82.0 million, representing an increase of 4.4%20.8% year-over-year.
Gross Profit and Margin: Gross profit totaled $51.1$56.6 million, representing an increase of 1.7%27.3% year-over-year. Gross margin was 67.3%69.0%, a decreasean increase of 180350 basis points from 69.1%65.5% in the comparable quarter last year.
Net Loss: Net loss was $19.8$18.1 million, or a negative 26.1%22.0% of revenue, for the firstthird quarter of 2023, compared to a net loss of $20.7$23.7 million, or a negative 34.8% of revenue, for the firstthird quarter of 2022.
Non-GAAP Adjusted EBITDA Loss: Non-GAAP Adjusted EBITDA loss was $6.6$3.6 million, or a negative 8.7%4.4% of revenue, for the firstthird quarter of 2023, compared to Non-GAAP Adjusted EBITDA loss of $13.0$11.0 million, or a negative 17.8%16.2% of revenue, for the firstthird quarter of 2022. Non-GAAP Adjusted EBITDA loss and Non-GAAP Adjusted EBITDA loss margin are non-GAAP measures which may not be comparable to similarly-titled measures used by other companies. See below for a reconciliation of Non-GAAP Adjusted EBITDA loss to net loss.
Active Buyers and Orders: Active Buyers totaled 1.71.8 million and Orders totaled 1.51.8 million in the firstthird quarter of 2023, representing a decreasean increase of 2.7%4.1% and 7.9%an increase of 11.4%, respectively, compared to the firstthird quarter of 2022.
Key Financial and Operating Metrics
We review a number of operating and financial metrics, including the following key business and non-GAAP metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. These key financial and operating metrics are set forth below for the periods presented.
| | | Three Months Ended | | Three Months Ended | | Nine Months Ended |
| | March 31, 2023 | | March 31, 2022 | | Change | | September 30, 2023 | | September 30, 2022 | | Change | | September 30, 2023 | | September 30, 2022 | | Change |
| | (in thousands, except percentages) | | (in thousands, except percentages) |
Active Buyers (as of period end) | Active Buyers (as of period end) | | 1,668 | | | 1,715 | | | (2.7) | % | Active Buyers (as of period end) | | 1,763 | | | 1,694 | | | 4.1 | % | | 1,763 | | | 1,694 | | | 4.1 | % |
Orders | Orders | | 1,511 | | | 1,640 | | | (7.9) | % | Orders | | 1,803 | | | 1,618 | | | 11.4 | % | | 5,103 | | | 4,962 | | | 2.8 | % |
Total revenue | Total revenue | | $ | 75,922 | | | $ | 72,695 | | | 4.4 | % | Total revenue | | $ | 82,049 | | | $ | 67,945 | | | 20.8 | % | | $ | 240,629 | | | $ | 217,061 | | | 10.9 | % |
Gross profit | Gross profit | | $ | 51,093 | | | $ | 50,228 | | | 1.7 | % | Gross profit | | $ | 56,627 | | | $ | 44,496 | | | 27.3 | % | | $ | 163,452 | | | $ | 147,372 | | | 10.9 | % |
Gross margin | Gross margin | | 67.3 | % | | 69.1 | % | | (180) | bps | Gross margin | | 69.0 | % | | 65.5 | % | | 350 | bps | | 67.9 | % | | 67.9 | % | | — | bps |
Net loss | Net loss | | $ | (19,793) | | | $ | (20,708) | | | (4.4) | % | Net loss | | $ | (18,082) | | | $ | (23,678) | | | (23.6) | % | | $ | (56,635) | | | $ | (72,785) | | | (22.2) | % |
Net loss margin | Net loss margin | | (26.1) | % | | (28.5) | % | | 240 | bps | Net loss margin | | (22.0) | % | | (34.8) | % | | 1,280 | bps | | (23.5) | % | | (33.5) | % | | 1,000 | bps |
Non-GAAP Adjusted EBITDA loss(1) | Non-GAAP Adjusted EBITDA loss(1) | | $ | (6,635) | | | $ | (12,963) | | | (48.8) | % | Non-GAAP Adjusted EBITDA loss(1) | | $ | (3,588) | | | $ | (11,041) | | | (67.5) | % | | $ | (15,235) | | | $ | (37,545) | | | (59.4) | % |
Non-GAAP Adjusted EBITDA loss margin(1) | Non-GAAP Adjusted EBITDA loss margin(1) | | (8.7) | % | | (17.8) | % | | 910 | bps | Non-GAAP Adjusted EBITDA loss margin(1) | | (4.4) | % | | (16.2) | % | | 1,180 | bps | | (6.3) | % | | (17.3) | % | | 1,100 | bps |
(1)Non-GAAP Adjusted EBITDA loss and Non-GAAP Adjusted EBITDA loss margin are non-GAAP measures which may not be comparable to similarly-titled measures used by other companies. See below for a reconciliation of Non-GAAP Adjusted EBITDA loss to net loss.
Active Buyers
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. The number of Active Buyers is a key driver of revenue for our marketplaces.
Orders
Orders means 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 Metrics
Non-GAAP Adjusted EBITDA Loss and Non-GAAP Adjusted EBITDA Loss Margin
Non-GAAP Adjusted EBITDA loss means net loss adjusted to exclude, where applicable in a given period, interest expense, provision for income taxes, depreciation and amortization, stock-based compensation expense, acquisition-related expenses, and restructuringseverance and other charges. Non-GAAP Adjusted EBITDA loss margin represents Non-GAAP Adjusted EBITDA loss divided by Total revenue. We use Non-GAAP Adjusted EBITDA loss and Non-GAAP Adjusted EBITDA loss margin, non-GAAP metrics, to evaluate and assess our operating performance and the operating leverage in our business, and for internal planning and forecasting purposes. We believe that Non-GAAP Adjusted EBITDA loss and Non-GAAP Adjusted EBITDA loss margin, 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.
The following table provides a reconciliation of net loss to Non-GAAP Adjusted EBITDA loss:
| | | Three Months Ended | | Three Months Ended | | Nine Months Ended |
| | March 31, 2023 | | March 31, 2022 | | September 30, 2023 | | September 30, 2022 | | September 30, 2023 | | September 30, 2022 |
| | (in thousands) | | (in thousands) |
Net loss | Net loss | | $ | (19,793) | | | $ | (20,708) | | Net loss | | $ | (18,082) | | | $ | (23,678) | | | $ | (56,635) | | | $ | (72,785) | |
Interest expense | Interest expense | | 77 | | | 423 | | Interest expense | | 732 | | | 103 | | | 1,530 | | | 764 | |
Provision for income taxes | Provision for income taxes | | 9 | | | 13 | | Provision for income taxes | | 3 | | | 9 | | | 24 | | | 31 | |
Depreciation and amortization | Depreciation and amortization | | 3,681 | | | 3,271 | | Depreciation and amortization | | 5,364 | | | 3,539 | | | 13,881 | | | 10,217 | |
Stock-based compensation expense | Stock-based compensation expense | | 9,391 | | | 3,523 | | Stock-based compensation expense | | 7,888 | | | 7,177 | | | 24,907 | | | 20,758 | |
Acquisition-related expenses | | — | | | 204 | | |
Restructuring charges | | — | | | 311 | | |
Severance and other | | Severance and other | | 507 | | | 1,809 | | | 1,058 | | | 3,470 | |
| Non-GAAP Adjusted EBITDA loss | Non-GAAP Adjusted EBITDA loss | | $ | (6,635) | | | $ | (12,963) | | Non-GAAP Adjusted EBITDA loss | | $ | (3,588) | | | $ | (11,041) | | | $ | (15,235) | | | $ | (37,545) | |
Total revenue | Total revenue | | 75,922 | | | 72,695 | | Total revenue | | $ | 82,049 | | | $ | 67,945 | | | $ | 240,629 | | | $ | 217,061 | |
Non-GAAP Adjusted EBITDA loss margin | Non-GAAP Adjusted EBITDA loss margin | | (8.7) | % | | (17.8) | % | Non-GAAP Adjusted EBITDA loss margin | | (4.4) | % | | (16.2) | % | | (6.3) | % | | (17.3) | % |
Comparison of the Three and Nine Months Ended March 31,September 30, 2023 and 2022
Revenue
| | | Three Months Ended | | Change | | Three Months Ended | | Change | | Nine Months Ended | | Change |
| | March 31, 2023 | | March 31, 2022 | | Amount | | % | | September 30, 2023 | | September 30, 2022 | | Amount | | % | | September 30, 2023 | | September 30, 2022 | | Amount | | % |
| | (in thousands, except percentages) | | (in thousands, except percentages) |
Consignment revenue | Consignment revenue | | $ | 46,479 | | | $ | 47,435 | | | $ | (956) | | | (2.0) | % | Consignment revenue | | $ | 57,838 | | | $ | 41,553 | | | $ | 16,285 | | | 39.2 | % | | $ | 157,732 | | | $ | 137,524 | | | $ | 20,208 | | | 14.7 | % |
Product revenue | Product revenue | | 29,443 | | | 25,260 | | | 4,183 | | | 16.6 | % | Product revenue | | 24,211 | | | 26,392 | | | (2,181) | | | (8.3) | % | | 82,897 | | | 79,537 | | | 3,360 | | | 4.2 | % |
Total revenue | Total revenue | | $ | 75,922 | | | $ | 72,695 | | | $ | 3,227 | | | 4.4 | % | Total revenue | | $ | 82,049 | | | $ | 67,945 | | | $ | 14,104 | | | 20.8 | % | | $ | 240,629 | | | $ | 217,061 | | | $ | 23,568 | | | 10.9 | % |
Consignment revenue as a percentage of total revenue | Consignment revenue as a percentage of total revenue | | 61.2 | % | | 65.3 | % | | | | Consignment revenue as a percentage of total revenue | | 70.5 | % | | 61.2 | % | | | | 65.5 | % | | 63.4 | % | | | |
Product revenue as a percentage of total revenue | Product revenue as a percentage of total revenue | | 38.8 | % | | 34.7 | % | | Product revenue as a percentage of total revenue | | 29.5 | % | | 38.8 | % | | 34.5 | % | | 36.6 | % | |
Total revenue increased $3.2$14.1 million, or 4.4%20.8%, for the three months ended March 31,September 30, 2023 as compared to the same period in 2022. The increase in revenue for the three months ended March 31,September 30, 2023 as compared to the same period in 2022 was primarilydue to an 11.4% increase in Orders and a 4.1% increase in Active Buyers.
Total revenue increased $23.6 million, or 10.9%, for the nine months ended September 30, 2023 as compared to the same period in 2022. The increase in revenue for the nine months ended September 30, 2023 as compared to the same period in 2022 was due to a $4.2 million4.1% increase in product revenue as our European operations continue to scaleActive Buyers and grow as well as a mix shift due to growth2.8% increase in supply from our RaaS partners, which are recognized as part of product revenue, partially offset by a $1.0 million decrease in consignment revenue due to the mix shift described previously.Orders.
Cost of Revenue
| | | Three Months Ended | | Change | | Three Months Ended | | Change | | Nine Months Ended | | Change |
| | March 31, 2023 | | March 31, 2022 | | Amount | | % | | September 30, 2023 | | September 30, 2022 | | Amount | | % | | September 30, 2023 | | September 30, 2022 | | Amount | | % |
| | (in thousands, except percentages) | | (in thousands, except percentages) |
Cost of consignment revenue | Cost of consignment revenue | | $ | 9,220 | | | $ | 10,049 | | | $ | (829) | | | (8.2) | % | Cost of consignment revenue | | $ | 10,131 | | | $ | 9,087 | | | $ | 1,044 | | | 11.5 | % | | $ | 28,931 | | | $ | 29,354 | | | $ | (423) | | | (1.4) | % |
Cost of product revenue | Cost of product revenue | | 15,609 | | | 12,418 | | | 3,191 | | | 25.7 | % | Cost of product revenue | | 15,291 | | | 14,362 | | | 929 | | | 6.5 | % | | 48,246 | | | 40,335 | | | 7,911 | | | 19.6 | % |
Total cost of revenue | Total cost of revenue | | $ | 24,829 | | | $ | 22,467 | | | $ | 2,362 | | | 10.5 | % | Total cost of revenue | | $ | 25,422 | | | $ | 23,449 | | | $ | 1,973 | | | 8.4 | % | | $ | 77,177 | | | $ | 69,689 | | | $ | 7,488 | | | 10.7 | % |
Gross profit | Gross profit | | $ | 51,093 | | | $ | 50,228 | | | $ | 865 | | | 1.7 | % | Gross profit | | $ | 56,627 | | | $ | 44,496 | | | $ | 12,131 | | | 27.3 | % | | $ | 163,452 | | | $ | 147,372 | | | $ | 16,080 | | | 10.9 | % |
Gross margin | Gross margin | | 67.3 | % | | 69.1 | % | | Gross margin | | 69.0 | % | | 65.5 | % | | 67.9 | % | | 67.9 | % | |
Gross margin was 67.3%69.0% and 69.1%65.5% for the three months endedMarch 31, September 30, 2023 and 2022, respectively, or an unfavorable changeincrease of 180350 basis points.
The decrease in gross marginpoints, and 67.9% for the threenine months ended March 31,September 30, 2023 as compared to the same period in 2022 was primarily due to a 410 basis point increase in product revenue as a percentage of total revenue, partially offset by favorable labor variances for cost of consignment revenue. and 2022.
Consignment revenue is recognized net of seller payouts and cost of items sold, whereas for product revenue, seller payouts and cost of items sold are included as a component of cost of revenue. As such, product revenue has a lower gross margin than consignment revenue.
Cost of Consignment Revenue
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Change |
| | March 31, 2023 | | March 31, 2022 | | Amount | | % |
| | (in thousands, except percentages) |
Cost of consignment revenue | | $ | 9,220 | | | $ | 10,049 | | | $ | (829) | | | (8.2) | % |
Consignment gross margin | | 80.2 | % | | 78.8 | % | | | | |
Consignment gross margin was 80.2% and 78.8% for the three months endedMarch 31, 2023 and 2022, respectively, or a favorable change of 140 basis points. Consignment gross profit dollars were flat year-over-year.
The increase in consignment gross margin for the three months ended March 31,September 30, 2023 as compared to the same period in 2022 was primarily due to 120 basis points of lower direct labor costs.
Cost of Product Revenue
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Change |
| | March 31, 2023 | | March 31, 2022 | | Amount | | % |
| | (in thousands, except percentages) | | |
Cost of product revenue | | $ | 15,609 | | | $ | 12,418 | | | $ | 3,191 | | | 25.7 | % |
Product gross margin | | 47.0 | % | | 50.8 | % | | | | |
Productthe mix shift between consignment and product revenue as our RaaS partners transition to the consignment model. Consignment revenue increased by 39.2% while product revenue decreased by 8.3%. The increase in gross margin was 47.0% and 50.8% for the three months endedMarch 31, 2023 and 2022, respectively, or an unfavorable change of 380primarily due to a 340 basis points. Product gross profit dollars were up 8% year-over-year.
Thepoint decrease in product grossshipping, labor and packaging costs as a percentage of revenue.
Gross margin for the threenine months ended March 31,September 30, 2023 was flat as compared to the same period in 2022, which was primarily due to 290a 210 basis points of higher inventory costs and an 60 basis points of higher packaging and other costs.
Operations, Product, and Technology
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Change |
| | March 31, 2023 | | March 31, 2022 | | Amount | | % |
| | (in thousands, except percentages) |
Operations, product, and technology | | $ | 38,347 | | | $ | 39,161 | | | $ | (814) | | | (2.1) | % |
Operations, product, and technology as a percentage of total revenue | | 50.5 | % | | 53.9 | % | | | | |
The $0.8 millionpoint increase in payouts, offset by a similar decrease in operations, product,shipping, labor and technology expensespackaging costs.
Cost of Consignment Revenue
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Change | | Nine Months Ended | | Change |
| | September 30, 2023 | | September 30, 2022 | | Amount | | % | | September 30, 2023 | | September 30, 2022 | | Amount | | % |
| | (in thousands, except percentages) |
Cost of consignment revenue | | $ | 10,131 | | | $ | 9,087 | | | $ | 1,044 | | | 11.5 | % | | $ | 28,931 | | | $ | 29,354 | | | $ | (423) | | | (1.4) | % |
Consignment gross margin | | 82.5 | % | | 78.1 | % | | | | | | 81.7 | % | | 78.7 | % | | | | |
Consignment gross margin was 82.5% and 78.1% for the three months ended March 31,September 30, 2023 and 2022, respectively, or an increase of 440 basis points, and 81.7% and 78.7% for the nine months ended September 30, 2023 and 2022, respectively, or an increase of 300 basis points.
The increase in consignment gross margin for the three months ended September 30, 2023 as compared to the same period in 2022 was primarily due to a $1.4 million410 basis point decrease in personnel-related costs, partially offset by a $0.8 millionoutbound shipping, labor and packaging costs.
The increase in inbound shipping and other costs.
Marketing
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Change |
| | March 31, 2023 | | March 31, 2022 | | Amount | | % |
| | (in thousands, except percentages) |
Marketing | | $ | 16,870 | | | $ | 16,978 | | | $ | (108) | | | (0.6) | % |
Marketing as a percentage of total revenue | | 22.2 | % | | 23.4 | % | | | | |
The $0.1 million decrease in marketing expensesconsignment gross margin for the threenine months ended March 31,September 30, 2023 as compared to the same period in 2022 was primarily due to a $1.1 million290 basis point decrease in socialoutbound shipping, labor and other advertising costspackaging costs.
Cost of Product Revenue
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Change | | Nine Months Ended | | Change |
| | September 30, 2023 | | September 30, 2022 | | Amount | | % | | September 30, 2023 | | September 30, 2022 | | Amount | | % |
| | (in thousands, except percentages) |
Cost of product revenue | | $ | 15,291 | | | $ | 14,362 | | | $ | 929 | | | 6.5 | % | | $ | 48,246 | | | $ | 40,335 | | | $ | 7,911 | | | 19.6 | % |
Product gross margin | | 36.8 | % | | 45.6 | % | | | | | | 41.8 | % | | 49.3 | % | | | | |
Product gross margin was 36.8% and a $0.2 million decrease in professional services, partially offset by a $1.0 million increase in personnel-related costs, of which $0.9 million was related to stock-based compensation expense and a $0.2 million increase in facilities, technology, and other allocated costs.
Sales, General and Administrative
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Change |
| | March 31, 2023 | | March 31, 2022 | | Amount | | % |
| | (in thousands, except percentages) | | |
Sales, general, and administrative | | $ | 16,059 | | | $ | 14,664 | | | $ | 1,395 | | | 9.5 | % |
Sales, general, and administrative as a percentage of total revenue | | 21.2 | % | | 20.2 | % | | | | |
The $1.4 million increase in sales, general, and administrative expenses45.6% for the three months ended March 31,September 30, 2023 and 2022, respectively, or a decrease of 880 basis points, and 41.8% and 49.3% for the nine months ended September 30, 2023 and 2022, respectively, or a decrease of 750 basis points.
The decrease in product gross margin for the three months ended September 30, 2023 as compared to the same period in 2022 was primarily due to the growth of our European operations as a $3.0 million increase in personnel-related costs,percentage of product revenue, which $2.7 million was related to stock-based compensation expense, and a $0.1 million increase in facilities, technology, and other allocated costs,has lower gross margin, partially offset by a $1.2 million340 basis point decrease in professional serviceslabor, shipping and a $0.5 millionpackaging costs.
The decrease in other corporate expenses.
Interest Expense
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Change |
| | March 31, 2023 | | March 31, 2022 | | Amount | | % |
| | (in thousands, except percentages) | | |
Interest expense | | $ | 77 | | | $ | 423 | | | $ | (346) | | | (81.8) | % |
The $0.3 million decrease in interest expenseproduct gross margin for the threenine months ended March 31,September 30, 2023 as compared to the same period in 2022 was due to the growth of our European operations as a percentage of product revenue, which has lower gross margin, partially offset by a 100 basis point decrease in labor, shipping and packaging costs.
Operations, Product, and Technology
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Change | | Nine Months Ended | | Change |
| | September 30, 2023 | | September 30, 2022 | | Amount | | % | | September 30, 2023 | | September 30, 2022 | | Amount | | % |
| | (in thousands, except percentages) |
Operations, product, and technology | | $ | 40,355 | | | $ | 38,702 | | | $ | 1,653 | | | 4.3 | % | | $ | 118,473 | | | $ | 121,824 | | | $ | (3,351) | | | (2.8) | % |
Operations, product, and technology as a percentage of total revenue | | 49.2 | % | | 57.0 | % | | | | | | 49.2 | % | | 56.1 | % | | | | |
Operations, product, and technology expenses increased $1.7 million, or 4.3%, for the three months ended September 30, 2023 as compared to the same period in 2022. The increase was primarily due to ana $1.7 million increase in amountsfacilities, technology, and other allocated costs and a $0.4 million increase in personnel-related costs, offset by a $0.3 million decrease in inbound shipping costs and a $0.2 million decrease in professional services.
Operations, product, and technology expenses decreased $3.4 million, or 2.8% for the nine months ended September 30, 2023 as compared to the same period in 2022. The decrease was due to a $4.7 million decrease in personnel-related costs, a $1.0 million decrease in inbound shipping, and a $0.9 million decrease in professional services, offset by a $3.2 million increase in facilities, technology, and other allocated costs.
Marketing
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Change | | Nine Months Ended | | Change |
| | September 30, 2023 | | September 30, 2022 | | Amount | | % | | September 30, 2023 | | September 30, 2022 | | Amount | | % |
| | (in thousands, except percentages) |
Marketing | | $ | 19,406 | | | $ | 14,752 | | | $ | 4,654 | | | 31.5 | % | | $ | 54,919 | | | $ | 51,370 | | | $ | 3,549 | | | 6.9 | % |
Marketing as a percentage of total revenue | | 23.7 | % | | 21.7 | % | | | | | | 22.8 | % | | 23.7 | % | | | | |
Marketing expenses increased $4.7 million, or 31.5%, for the three months ended September 30, 2023 as compared to the same period in 2022. The increase was due to a $4.6 million increase in social advertising and other lead generation costs and a $0.8 million increase in personnel-related costs, partially offset by a $0.6 million decrease in professional services and other costs.
Marketing expenses increased $3.5 million, or 6.9%, for the nine months ended September 30, 2023 as compared to the same period in 2022. The increase was due to a $2.9 million increase in social advertising and other lead generation costs and a $1.8 million increase in personnel-related costs, of which $1.0 million was related to stock-based compensation expense, partially offset by a $1.1 million decrease in professional services and other costs.
Sales, General and Administrative
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Change | | Nine Months Ended | | Change |
| | September 30, 2023 | | September 30, 2022 | | Amount | | % | | September 30, 2023 | | September 30, 2022 | | Amount | | % |
| | (in thousands, except percentages) |
Sales, general, and administrative | | $ | 15,058 | | | $ | 15,232 | | | $ | (174) | | | (1.1) | % | | $ | 47,147 | | | $ | 47,276 | | | $ | (129) | | | (0.3) | % |
Sales, general, and administrative as a percentage of total revenue | | 18.4 | % | | 22.4 | % | | | | | | 19.6 | % | | 21.8 | % | | | | |
Sales, general and administrative decreased $0.2 million, or 1.1%, for the three months ended September 30, 2023 as compared to the same period in 2022. The decrease was due to a $0.3 million decrease in personnel-related costs, partially offset by a $0.1 million increase in facilities, technology, and other costs.
Sales, general, and administrative expenses remained flat for the nine months ended September 30, 2023 as compared to the same period in 2022, which was due to a $2.3 million decrease in professional services, partially offset by a $1.6 million increase in personnel-related costs and a $0.6 million increase in facilities, technology, and other costs.
Interest Expense
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Change | | Nine Months Ended | | Change |
| | September 30, 2023 | | September 30, 2022 | | Amount | | % | | September 30, 2023 | | September 30, 2022 | | Amount | | % |
| | (in thousands, except percentages) |
Interest expense | | $ | 732 | | | $ | 103 | | | $ | 629 | | | 610.7 | % | | $ | 1,530 | | | $ | 764 | | | $ | 766 | | | 100.3 | % |
Interest expense increased $0.6 million for the three months ended September 30, 2023 as compared to the same period in 2022. The increase during the three months ended September 30, 2023 was primarily due to $0.5 million of capitalized interest expense during the three months ended September 30, 2022 in conjunction with the build-out of our distribution centers. There was no such capitalized interest during the three months ended September 30, 2023.
Interest expense increased $0.8 million for the nine months ended September 30, 2023 as part of an assetcompared to the same period in 2022. This increase was primarily due to a $0.6 million increase in interest costs and a $0.3 million decrease in capitalized interest expense in conjunction with the build-out of our distribution centers, and reclassified from interest expense.
Other Income, Net
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Change |
| | March 31, 2023 | | March 31, 2022 | | Amount | | % |
| | (in thousands, except percentages) | | |
Other income, net | | $ | (476) | | | $ | (303) | | | $ | (173) | | | 57.1 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Change | | Nine Months Ended | | Change |
| | September 30, 2023 | | September 30, 2022 | | Amount | | % | | September 30, 2023 | | September 30, 2022 | | Amount | | % |
| | (in thousands, except percentages) |
Other income, net | | $ | (845) | | | $ | (624) | | | $ | (221) | | | 35.4 | % | | $ | (2,006) | | | $ | (1,108) | | | $ | (898) | | | 81.0 | % |
TheOther income, net increased $0.2 million increase in other income, net for the three months ended March 31,September 30, 2023 as compared to the same period in 20222022. The increase was primarily due to an increase in interest income on our marketable securities due to a higher interest rate environment.
Other income, net increased $0.9 million for the nine months ended September 30, 2023 as compared to the same period in 2022. The increase was primarily due to an increase in interest income on our marketable securities due to a higher interest rate environment.
Liquidity and Capital Resources
We have historically generated negative cash flows from operations and have primarily financed our operations through private and public sales of equity securities and debt. As of March 31,September 30, 2023, we had cash, cash equivalents and short-term marketable securities of $93.5$74.1 million. Additionally, we have a term loan facility (“Term Loan”) under which $38.0 million remained available to be drawn as of March 31,September 30, 2023 and we were in full compliance with our debt covenants under the Term Loan as of that date. See Note 7, Long-Term Debt, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q for a further discussion on our Term Loan.
We expect operating losses and negative cash flows from operations to continue in the near term2023 as we continue to invest in growing our business and expanding our infrastructure. Our primary use of cash includes operating costs such as distribution network spend, product and technology expenses, marketing expenses, personnel expenses and other expenditures necessary to support our operations and our growth. Additionally, our primary capital expenditures are related to the set-up, expansion and/or automation of our distribution network. Based upon our current operating plans, we believe that our existing cash, cash equivalents and short-term marketable securities will be sufficient for at least the next 12 months to meet our short- and long-term capital requirements, and we do not anticipate expanding our distribution network to include additional locations in the near term. Our cash flow forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially.
Our future capital requirements will depend on many factors, including but not limited to, the timing of our increased distribution center automation and expansion plans to support planned revenue growth, the expansion of sales and marketing activities, the potential introduction of new offerings and new RaaS clients, the continuing growth of our marketplaces and overall economic conditions. However, we expect that our capital expenditures will decline significantlybe limited in the remainder of 2023 as we completehave completed the first phase of our new distribution center in Texas. We may seek additional equity or debt financing. See the section titled “Risk Factors—Risks Relating to Our Indebtedness and Liquidity—We may require additional capital to support business growth, and this capital might not be available or may be available only by diluting existing stockholders” within the 2022 10-K.
Cash Flows
The following table summarizes our cash flows for the periods indicated:
| | | | | | | | | | | | | | |
| | Three Months Ended |
| | March 31, 2023 | | March 31, 2022 |
| | (in thousands) |
Net cash provided by (used in): | | | | |
Operating activities | | $ | (4,458) | | | $ | (6,679) | |
Investing activities | | 18,900 | | | (7,912) | |
Financing activities | | (1,192) | | | (1,191) | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | | (540) | | | (172) | |
Net change in cash, cash equivalents and restricted cash | | $ | 12,710 | | | $ | (15,954) | |
| | | | | | | | | | | | | | |
| | Nine Months Ended |
| | September 30, 2023 | | September 30, 2022 |
| | (in thousands) |
Net cash provided by (used in): | | | | |
Operating activities | | $ | (14,616) | | | $ | (36,939) | |
Investing activities | | 48,353 | | | (6,961) | |
Financing activities | | (2,983) | | | (2,922) | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | | (230) | | | (918) | |
Net change in cash, cash equivalents and restricted cash | | $ | 30,524 | | | $ | (47,740) | |
Changes in Cash Flows from Operating Activities
Net cash used in operating activities forwas $14.6 million during the threenine months ended March 31,September 30, 2023, decreased $2.2 million, or 33.3%, as compared to the same period in 2022. The decrease in net cash used in operating activities wasof $36.9 million during the nine months ended September 30, 2022. Operating cash flows during the nine months ended September 30, 2023 reflect our net loss of $56.6 million, non-cash adjustments of $43.6 million primarily for depreciation, amortization, stock-based compensation, and the reduction of the carrying amount of right of use assets, and a net cash outflow of $1.6 million due to a $6.6 million decreasechanges in net loss excluding non-cash and reconciling items disclosed within our consolidated statement of cash flows, partially offset by $4.3 million of unfavorable changes in operating assets and liabilities. The $6.6$1.6 million decrease in net loss excluding non-cash and reconciling items was primarily driven by a favorable change in the reconciling impact of stock-based compensation expense as well as lower net loss. The $4.3 million of unfavorableoutflow from changes in operating assets and liabilities was primarily driven by unfavorable changes in accrued and other current liabilities,due to a $12.0 million decrease due to lower operating lease liabilities and accrued liabilities, and higher accounts receivable and inventory, partially offset by favorable changes ina $10.5 million increase due to higher seller payables and accounts payable and lower other current and non-current assets, and other non-current liabilities.assets.
Changes in Cash Flows from Investing Activities
Net cash provided by investing activities for the threenine months ended March 31,September 30, 2023 increased $26.8$55.3 million as compared to the same period in 2022. The increase in net cash provided by investing activitiesinflows was primarily due to a $19.9an increase in cash inflows of $29.8 million increase infrom net maturities of marketable securities and a $7.0$25.5 million decrease in purchases of property and equipment.equipment in the current period.
Changes in Cash Flows from Financing Activities
Net cash used in financing activities for the threenine months ended March 31,September 30, 2023 remained flatincreased $0.1 million as compared to the same period in 2022 which was primarily due to offsetting impactsa decrease of a $1.0$2.3 million decrease in repayments of debt, againstoffset by a $1.0net decrease of $1.9 million net increase in cash outflows related to stock-based award activity.
Critical Accounting Policies and Estimates
U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the year. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue, costs and expenses. Actual results could differ from those estimates.
There have been no material changes to our critical accounting policies since the 2022 10-K. For a description of critical accounting policies that affect our significant judgments and estimates used in the preparation of our condensed consolidated financial statements, see Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the 2022 10-K.
JOBS Act Accounting Election
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to use this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. Accordingly, our condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
New Accounting Pronouncements
See discussion under Note 2, Significant Accounting Policies, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q for information on new accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks in the ordinary course of our business. These risks primarily include:
Interest Rate Risk
As of March 31,September 30, 2023, we had cash and cash equivalents of $50.7$68.6 million and marketable securities of $42.7$5.6 million, consisting primarily of money market funds, commercial paper, corporate debt securities, U.S. treasury securities and U.S. government agency bonds and discount notes, which carry a degree of interest rate risk. The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure. Due to the short- to intermediate-term nature of our investments, we have not been exposed to, nor do we anticipate being exposed to, material risks due to fluctuations in interest rates.
The Term Loan bears variable interest rates tied to the prime rate, with a floor of 6.00%, and therefore carries interest rate risk. If interest rates were to increase or decrease by 1% for the year and our borrowing amounts on the Term Loan remained constant, our annual interest expense couldwould not materially increase or decrease by approximately $0.3 million, respectively.decrease. See the risk factor discussion captioned "Risks Relating to Our Indebtedness and Liquidity—Recent events affecting the financial services industry could have an adverse impact on our business, results of operations and financial conditions" under Part II, Item 1A of this Quarterly Report on Form 10-Q for more discussion on adverse developments affecting the financial services industry that may have an adverse impact on our business, results of operations and financial conditions.
Inflation Risk
In recent months,As of September 30, 2023, inflation has increased significantlyremains at elevated levels in the U.S. and overseas where we conduct our business, resulting in rising interest rates and fuel, labor and processing, freight and other costs that have affected our gross margin and operating expenses. We believe these increases have negatively impacted our business, and although difficult to quantify, inflation is potentially having an adverse effect on our customers’ ability to purchase in our marketplaces, resulting in slowing revenue and Order growth. If we are unable to increase our prices to sufficiently offset the rising costs of doing business, our profitability and financial position could be adversely impacted.
Foreign Currency Exchange Rate Risk
We transact business in Europe through Remix in multiple currencies. As a result, our operating results, cash flows and net investment in Remix are subject to fluctuations due to changes in foreign currency exchange rates. As of March 31,September 30, 2023, our most significant currency exposure was the Bulgarian lev. We manage our foreign currency exchange rate risks through natural hedges including foreign currency revenue and costs matching, as well as foreign currency assets offsetting liabilities. We have not entered into any hedging arrangements with respect to foreign currency risk, but we may do so in the future if our exposure to foreign currency becomes more significant.
Assets and liabilities of our foreign operations are translated into dollars at period-end rates, while income and expenses are translated using the average exchange rate during the period in which the transactions occurred. The related translation adjustments were reflected as an unfavorable foreign currency translation adjustment of $0.5$0.8 million during the threenine months ended March 31,September 30, 2023, which was recognized in accumulated other comprehensive loss within our condensed consolidated balance sheet.
A hypothetical 10% change in foreign currency exchange rates would not have had a material impact on our financial condition or results of operations during any of the periods presented.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange(the “Exchange Act”), as of the end of the period covered by this report. The term “disclosure controls and procedures,” as defined under the Exchange Act, means controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objective and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Further, no evaluation of control can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
Because of the material weakness in our internal control over financial reporting discussed below, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31,September 30, 2023, our disclosure controls and procedures were not effective. In light of this fact, our management, including our Chief Executive Officer and Chief Financial Officer, has put in place processes and controls and other post-closing procedures and has concluded that, notwithstanding the material weakness in our internal control over financial reporting, the unaudited interim condensed consolidated financial statements for the periods covered by and included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.
Previously Reported Material Weaknesses in Internal Control Over Financial Reporting
As previously described in the 2022 10-K, in connection with the audits of our consolidated financial statements in certain prior years, we and our independent registered public accounting firms identified certain control deficiencies in the design and implementation of our internal control over financial reporting that, in the aggregate, constituted a material weakness. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements will not be prevented or detected on a timely basis.
Our material weakness related to the following control deficiency:
•We did not design and maintain adequate controls over the preparation and review of certain account reconciliations and journal entries. Specifically, we did not design and maintain controls and we did not maintain a sufficient complement of accounting personnel to ensure account reconciliations were prepared and reviewed at the appropriate level of precision on a consistent and timely basis.
The deficiency described above, if not remediated, could result in a misstatement of one or more account balances or disclosures in our annual or interim consolidated financial statements that would not be prevented or detected, and, accordingly, we determined that this control deficiency constitutes a material weakness.
Remediation Plans
To address our material weakness, we have added accounting and finance personnel and implemented new financial accounting processes, controls, and systems. We are continuing to take steps to remediate the material weakness described above through hiring additional qualified accounting and finance resources and further evolving our accounting close processes. We will not be able to fully remediate this control deficiency until these steps have been completed and the controls have been operating effectively for a sufficient period of time.
Changes in Internal Control over Financial Reporting
We are taking actions to remediate the material weakness relating to our internal control over financial reporting, as described above. Except as described above, there was not any change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any material pending legal proceedings. From time to time, we may be subject to legal proceedings and claims arising in the ordinary course of business.
Item 1A. Risk Factors
The Company is supplementing the risk factors previously disclosed in the section titled “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 7, 2023 (our “Fiscal 2022 10-K”) and Part II, Item 1A, Risk Factors, of our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2023 (“Q1 2023 10-Q”) and the quarter ended June 30, 2023 (“Q2 2023 10-Q”) to include the following risk factor,factors, which should be read in conjunction with the other risk factors presented in our Fiscal 2022 10-K.10-K, our Q1 2023 10-Q and our Q2 2023 10-Q.
Risks Relating
Our business is affected by seasonality and we may be adversely affected by weather conditions, including any potential effects from climate change.
Seasonality in our core marketplace does not follow that of traditional retailers, such as typical concentration of revenue in the holiday quarter, and we see relatively stable demand from our buyers throughout the year. However, our business has in the past, and may in the future be adversely affected by unseasonable weather conditions, including those resulting from climate change in both our U.S. and EU markets. For example, we have observed that periods of unseasonably warm weather in the fall and winter may lead to Our Indebtedness and Liquidity
Recent events affecting the financial services industry couldreduced consumer spending on winter apparel that tends to have an adverse impacta higher average selling price, which negatively impacts our business. The effects of unseasonably warm weather are particularly pronounced on our business,Remix platform, which unlike our core marketplace, tends to see an increased concentration of revenue in winter months due to increased sales of winter apparel. As the effects of climate change increase, we expect the frequency and impact of weather and climate related events and conditions to increase as well. Any and all of these risks may materially and adversely affect our financial condition, results of operations and financial conditions.cash flows.
On March 10, March 12
We rely on consumer discretionary spending and May 1have been and may continue to be adversely affected by economic downturns and other macroeconomic conditions or trends.
Our business and results of 2023, the Federal Deposit Insurance Corporation (the “FDIC”) took controloperations are subject to global economic conditions and was appointed receiver of Silicon Valley Bank, Signature Bank and First Republic Bank, respectively, after each bank was unable to continue their operations. These events exposed vulnerabilitiesimpact on consumer discretionary spending, particularly in the regional banking sector, including liquidity constraints, contagionretail market. Some of the factors that may negatively influence consumer spending on retail items include economic downturns, high levels of unemployment, high consumer debt levels, reductions in net worth, declines in asset values, home foreclosures and solvency riskreductions in home values, fluctuating interest rates and credit availability, inflation, resumption of federal student loan payments, fluctuating fuel and other legal uncertaintiesenergy costs, fluctuating commodity prices and caused significant volatilitygeneral uncertainty regarding the overall future political and economic environment. Economic conditions in particular regions may also be affected by natural disasters, such as earthquakes, hurricanes and wildfires; unforeseen public health crises, such as pandemics and epidemics, including the COVID-19 pandemic; political crises, such as a government shutdown, terrorist attacks, war and other incidents of political instability, such as Russia’s invasion of Ukraine and the Israel-Hamas war; or other catastrophic events, whether occurring in the United States or internationally.
Traditionally, consumer purchases of new retail items have declined during periods of economic uncertainty, when disposable income is reduced or when there is a reduction in consumer confidence. This has also resulted in increases in inventory levels which can lead to increased price competition and depressed margins. Such economic uncertainty and decrease in the rate of retail purchases in the primary market prices ofmay slow the common stock of certain other regional banks.
Although we do not have any deposits with any of the banks that have been placed into receivershiprate at which individuals choose to date, we are unablesupply their secondhand items to predict the extent or nature of the impacts of these evolving circumstances at this time. For example, we are party to an amended and restated loan and security agreement with Western Alliance Bank, a regional bank, which provides a term loan and credit facility for an aggregate borrowing amount of up to $70.0 million. As of March 31, 2023, the balance of this debt is $29.3 million. While our restated loan and security agreement requires that we maintain minimum cash deposits with Western Alliance Bank that exceed the FDIC insurance limits, we utilize an insured cash sweep program to extend FDIC insurance to this balance. Further, while we maintain the contractual minimum cash deposits with Western Alliance Bank, most of our cash is invested in managed assets outside of Western Alliance Bank. If Western Alliance Bank or other financial institutions with which we have relationships were to enter into receivership or become insolvent, our ability to access the cash and cash equivalents that we hold at such institutions, as well as our ability to draw on our credit facility, may be impacted. In such an event, it could become more difficult for us, to access sufficient liquidity or acquire financing on commercially reasonable terms or at all. Any such event could adversely impact our ability to meet our operating expenses, financial obligations or fulfill our other obligations, which could result in breachesa decrease of items available in our financialmarketplaces, and other contractual obligations, anymay also slow the rate at which individuals choose to buy secondhand items and their value on our marketplaces, including through a relative increase in purchases in the primary market compared with the resale market. The presence or absence of whichgovernment stimulus funding programs has had and may continue to have an impact on consumer discretionary spending and, consequently, purchases through our marketplaces. Further, we cannot guarantee that buyers will continue to buy at current rates if the economy worsens. Adverse economic changes could materiallyreduce consumer confidence, and adversely impactthereby negatively affect our business, results of operations and financial condition.operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a)Pursuant to a share purchase agreement entered into on July 24, 2021, on April 17, 2023 we issued 130,597 sharesNone.
(b)On March 30, 2021, we closed our IPO, in which we sold 13,800,000 shares of our Class A common stock at an offering price of $14.00 per share, including 1,800,000 shares pursuant to the exercise of the underwriters’ option to purchase additional shares of our Class A common stock, resulting in net proceeds to us of $175.5 million after deducting offering costs, underwriting discounts and commissions of $17.7 million. All of the shares offered, issued and sold in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-253834), which was declared effective by the SEC on March 25, 2021. There has been no material change in the planned use of proceeds from the IPO as disclosed in our final prospectus filed pursuant to Rule 424(b) on March 26, 2021.
(c)None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
(a)None.
(b)None.
Item 6. Exhibits
(a)Exhibit Index:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Incorporated by Reference |
Exhibit Number | | Description | | Form | | Exhibit | | Filing Date |
3.1 | | | | S-1 | | 3.2 | | 3/3/2021 |
3.2 | | | | 8-K | | 3.1 | | 2/21/2023 |
4.1 | | | | S-1 | | 4.1 | | 3/3/2021 |
4.2 | | | | S-1 | | 4.2 | | 3/3/2021 |
10.1†^ | | | | 8-K | | 10.1 | | 7/20/2022 |
31.1* | | | | | | | | |
31.2* | | | | | | | | |
32.1** | | | | | | | | |
32.2** | | | | | | | | |
101.INS* | | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | | | | | | |
101.SCH* | | Inline XBRL Taxonomy Extension Schema Document | | | | | | |
101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | |
101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | | |
101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | | | |
101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | |
104* | | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Incorporated by Reference |
Exhibit Number | | Description | | Form | | Exhibit | | Filing Date |
3.1 | | | | S-1 | | 3.2 | | 3/3/2021 |
3.2 | | | | 8-K | | 3.1 | | 2/21/2023 |
4.1 | | | | S-1 | | 4.1 | | 3/3/2021 |
4.2 | | | | S-1 | | 4.2 | | 3/3/2021 |
31.1* | | | | | | | | |
31.2* | | | | | | | | |
32.1** | | | | | | | | |
32.2** | | | | | | | | |
101.INS* | | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | | | | | | |
101.SCH* | | Inline XBRL Taxonomy Extension Schema Document | | | | | | |
101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | |
101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | | |
101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | | | |
101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | |
104* | | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | | | | | | |
* Filed herewith.
** Furnished herewith.
† Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K under the Securities Act. The Company agrees to furnish supplementally any omitted schedules to the Securities and Exchange Commission upon request.
^ Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because they are both (i) not material and (ii) the type that the registrant treats as private or confidential. A copy of the omitted portions will be furnished to the Securities and Exchange Commission upon request.
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 thereunto duly authorized.
| | | | | | | | |
| THREDUP INC. |
| | |
| By: | /s/ SEAN SOBERS |
| | Sean Sobers |
| | Chief Financial Officer |
| | (Principal Financial and Accounting Officer) |
Date: May 9,November 6, 2023