ThredUp Inc
For the period ended Jun 30, 2024. Filed Aug 5, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Aug 5, 2024
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-05-06.
0001484778-24-000073
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-06-30; filed 2024-08-05.
0001484778-24-000117
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 66 previous paragraphs and 74 current paragraphs.
40 unchanged; 19 reworded; 14 added; 7 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 12 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
Remix
Current report
In August 2024, we announced that, following a review of our European operations, we intend to exit the European market and are evaluating strategic alternatives for our Remix business.
Current report
Overview of Second Quarter Results
Current report
Total revenue decreased $2.9 million, or 3.5%, for the three months ended June 30, 2024 as compared to the same period in 2023. This decline was driven by a $13.3 million or 45.6% decrease in product revenue, partially offset by a $10.4 million or 19.5% increase in consignment revenue. The shift occurred as we transitioned our RaaS clients from a product to a consignment model and introduced our European operations to the consignment model in the third quarter of 2023. The overall decrease in total revenue was mainly due to a 5.8% decrease in Orders, primarily driven by our European operations. This was partially offset by a 13.8% increase in the average order value.
Current report
Gross margin was 70.4% and 67.4% for the three months ended June 30, 2024 and 2023, respectively, or an increase of 300 basis points. The increase in gross margin for the three months ended June 30, 2024 as compared to the same period in 2023 was primarily due to an increase in consignment revenue as a percentage of total revenue. The transition of our RaaS clients and the introduction of our European operations to the consignment model in the third quarter of 2023 drove growth in our consignment revenue, positively impacting our gross margin.
Current report
Gross margin was 69.9% and 67.4% for the six months ended June 30, 2024 and 2023, respectively, or an increase of 250 basis points. The increase in gross margin for the six months ended June 30, 2024 as compared to the same period in 2023 was primarily due to an increase in consignment revenue as a percentage of total revenue and lower shipping costs. The transition of our RaaS clients and the introduction of our European operations to the consignment model in the third quarter of 2023 drove growth in our consignment revenue, positively impacting our gross margin.
Current report
Consignment gross margin was 81.8% and 81.2% for the six months ended June 30, 2024 and 2023, respectively, or an increase of 60 basis points. The increase in consignment gross margin for the six months ended June 30, 2024 as compared to the same period in 2023 was primarily due to a 60 basis point decrease in outbound shipping costs.
Current report
Product gross margin was 28.5% and 40.7% for the three months ended June 30, 2024 and 2023, respectively, or a decrease of 1,220 basis points. The decrease in product gross margin for the three months ended June 30, 2024 as compared to the same period in 2023 was primarily due to a 1,380 basis point increase in product inventory costs, mainly driven by our European operations. This decrease was partially offset by a 160 basis point decrease in shipping, labor, and packaging costs.
Current report
Product gross margin was 26.7% and 43.8% for the six months ended June 30, 2024 and 2023, respectively, or a decrease of 1,710 basis points. The decrease in product gross margin for the six months ended June 30, 2024 as compared to the same period in 2023 was due to a 1,960 increase in product inventory costs, mainly driven by our European operations. This decrease was partially offset by a 250 basis point decrease in shipping, labor, and packaging costs.
Current report
Operations, product, and technology expenses decreased $0.9 million, or 2.1% for the three months ended June 30, 2024 as compared to the same period in 2023. The decrease was due to a $1.8 million decrease in personnel-related costs and a $0.4 million decrease in facilities, technology, and other costs. This decrease was partially offset by a $1.3 million increase in inbound shipping related to consignment revenue.
Current report
Operations, product, and technology expenses increased $1.9 million, or 2.4% for the six months ended June 30, 2024 as compared to the same period in 2023. The increase was due to a $2.1 million increase in inbound shipping related to consignment revenue, a $2.0 million increase in facilities, technology, and other costs, and a $1.0 million increase in severance costs as a result of our workforce reorganization in March 2024. This increase was partially offset by a $3.2 million decrease in personnel-related costs, of which $1.0 million was related to stock-based compensation.
Current report
Marketing expenses decreased $2.6 million, or 13.9%, for the three months ended June 30, 2024 as compared to the same period in 2023. The decrease was due to a $2.0 million decrease in personnel-related costs, of which $0.8 million was related to stock-based compensation expense, a $0.4 million decrease in advertising costs, and a $0.2 million decrease in facilities, technology and other costs.
Current report
Sales, general, and administrative expenses decreased $0.6 million, or 3.7%, for the three months ended June 30, 2024 as compared to the same period in 2023. The decrease was due to a $0.3 million decrease in personnel-related costs, a $0.2 million decrease in professional services, and a $0.1 million decrease in facilities, technology and other costs.
Current report
Interest expense for the three months ended June 30, 2024 remained relatively consistent as compared to the same period in 2023.
Removed paragraphs (7)
Previous report
Workforce Reorganization
Previous report
In March 2024, we reorganized certain corporate functions to improve efficiencies and reduce overhead costs, ensuring better alignment with the operational needs of the business, resulting in an estimated annualized reduction of operating expenses of $17 million. This and other reorganization activities we may undertake in the future are expected to provide future growth and efficiency benefits; however, the actual results may differ.
Previous report
Overview of First Quarter Results
Previous report
Gross margin was 69.5% and 67.3% for the three months ended March 31, 2024 and 2023, respectively, or an increase of 220 basis points.
Previous report
The increase in gross margin for the three months ended March 31, 2024 as compared to the same period in 2023 was primarily due to an increase in consignment gross margin by 260 basis points, primarily driven by lower shipping, labor and packaging costs. We transitioned our RaaS partners and introduced our European operations to the consignment model in 2023, which positively impacted our gross margin. This higher consignment gross margin was offset by a 2,190 basis point decrease in product gross margin, primarily driven by higher inventory costs.
Previous report
Product gross margin was 25.1% and 47.0% for the three months ended March 31, 2024 and 2023, respectively, or a decrease of 2,190 basis points. The decrease in product gross margin for the three months ended March 31, 2024 as compared to the same period in 2023 was due to higher inventory costs in our European operations, which unfavorably impacted product gross margin by 2,800 basis points. This decrease was partially offset by a 300 basis point decrease in inventory costs in the U.S. and a 290 basis point decrease in shipping and packaging costs.
Previous report
Operations, product, and technology expenses increased $2.7 million, or 7.1% for the three months ended March 31, 2024 as compared to the same period in 2023. The increase was due to a $2.4 million increase in facilities, technology, and other allocated costs, $1.2 million in severance costs related to our workforce reorganization in March 2024, and a $0.8 million increase in inbound shipping. This increase was partially offset by a $1.7 million decrease in personnel-related costs, of which $1.1 million was related to stock-based compensation.
Reworded paragraphs (19)
Previous wording
Revenue: Total revenue was $79.6 million, representing an increase of 4.8% year-over-year.
Current wording
Revenue: Total revenue was $79.8 million, representing a decrease of 3.5% year over year.
Previous wording
Gross Profit and Margin: Gross profit totaled $55.3 million, representing an increase of 8.3% year-over-year. Gross margin was 69.5%, an increase of 220 basis points from 67.3% in the comparable quarter last year.
Current wording
Gross Profit and Margin: Gross profit totaled $56.1 million, representing an increase of 0.7% year over year. Gross margin was 70.4%, an increase of 300 basis points from 67.4% in the comparable quarter last year.
Previous wording
Net Loss: Net loss was $16.6 million, or a negative 20.8% of revenue, for the first quarter of 2024, compared to a net loss of $19.8 million, or a negative 26.1% of revenue, for the first quarter of 2023.
Current wording
Net Loss: Net loss was $14.0 million, or a negative 17.5% of revenue, for the second quarter of 2024, compared to a net loss of $18.8 million, or a negative 22.7% of revenue, for the second quarter of 2023.
Previous wording
Non-GAAP Adjusted EBITDA Loss: Non-GAAP Adjusted EBITDA loss was $0.7 million, or a negative 0.9% of revenue, for the first quarter of 2024, compared to Non-GAAP Adjusted EBITDA loss of $6.6 million, or a negative 8.7% of revenue, for the first quarter of 2023. 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.
Current wording
Non-GAAP Adjusted EBITDA Loss: Non-GAAP Adjusted EBITDA loss was $1.5 million, or a negative 1.9% of revenue, for the second quarter of 2024, compared to Non-GAAP Adjusted EBITDA loss of $5.0 million, or a negative 6.1% of revenue, for the second quarter of 2023. 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.
Previous wording
Active Buyers and Orders: Active Buyers totaled 1.7 million and Orders totaled 1.7 million in the first quarter of 2024, representing an increase of 3.7% and an increase of 9.3%, respectively, compared to the first quarter of 2023.
Current wording
Active Buyers and Orders: Active Buyers totaled 1.7 million and Orders totaled 1.7 million in the second quarter of 2024, representing a decrease of 2.6% and a decrease of 5.8%, respectively, compared to the second quarter of 2023.
Previous wording
Non-GAAP Adjusted EBITDA loss means net loss adjusted to exclude, where applicable in a given period, stock-based compensation expense, depreciation and amortization, severance and other reorganization costs, interest expense, and provision for income taxes. Non-GAAP Adjusted EBITDA loss margin represents Non-GAAP Adjusted EBITDA loss divided by Total revenue. We use Non-GAAP Adjusted EBITDA loss and Non-GAAP Adjusted EBITDA loss margin, which are non-GAAP measures, to evaluate and assess our operating performance and the operating leverage in our business, and for internal planning and forecasting purposes. We believe that 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.
Current wording
Non-GAAP Adjusted EBITDA loss means net loss adjusted to exclude, where applicable in a given period, stock-based compensation expense, depreciation and amortization, severance and other reorganization costs, interest expense, and provision for income taxes. Non-GAAP Adjusted EBITDA loss margin represents Non-GAAP Adjusted EBITDA loss divided by Total revenue. We use Non-GAAP Adjusted EBITDA loss and Non-GAAP Adjusted EBITDA loss margin as non-GAAP measures to evaluate and assess our operating performance and the operating leverage in our business, and for internal planning and forecasting purposes. We believe that 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.
Previous wording
Comparison of the Three Months Ended March 31, 2024 and 2023
Current wording
Comparison of the Three and Six Months Ended June 30, 2024 and 2023
Previous wording
Total revenue increased $3.7 million, or 4.8%, for the three months ended March 31, 2024 as compared to the same period in 2023. The increase in revenue for the three months ended March 31, 2024 as compared to the same period in 2023 was driven by $14.7 million or a 31.7% increase in consignment revenue, partially offset by $11.1 million or a 37.6% decrease in product revenue. The increase in total revenue was primarily due to a 3.7% increase in Active Buyers, a 9.3% increase in Orders and a 7.6% increase in the average order value. Consignment revenue increased while product revenue decreased as a percentage of revenue by 15.7% as we transitioned our RaaS partners and introduced our European operations to the consignment model in 2023.
Current wording
Total revenue increased $0.8 million, or 0.5%, for the six months ended June 30, 2024 as compared to the same period in 2023. This growth was driven by a $25.2 million or 25.2% increase in consignment revenue, partially offset by a $24.4 million or 41.6% decrease in product revenue. The shift occurred as we transitioned our RaaS clients from a product to a consignment model and introduced our European operations to the consignment model in the third quarter of 2023. The overall increase in total revenue was mainly due to a 1.1% increase in Orders, primarily driven by our U.S. operations, and a 10.8% increase in the average order value.
Previous wording
Consignment gross margin was 82.8% and 80.2% for the three months ended March 31, 2024 and 2023, respectively, or an increase of 260 basis points. The increase in consignment gross margin for the three months ended March 31, 2024 as compared to the same period in 2023 was primarily due to a 260 basis point decrease in outbound shipping, labor and packaging costs.
Current wording
Consignment gross margin was 80.8% and 82.1% for the three months ended June 30, 2024 and 2023, respectively, or a decrease of 130 basis points. The decrease in consignment gross margin for the three months ended June 30, 2024 as compared to the same period in 2023 was primarily due to a 130 basis point increase in outbound shipping, labor and packaging costs.
Previous wording
Marketing expenses decreased $3.5 million, or 20.5%, for the three months ended March 31, 2024 as compared to the same period in 2023. The decrease was due to a $2.5 million decrease in advertising costs, a $1.3 million decrease in personnel-related costs, of which $1.0 million was related to stock-based compensation expense, and a $0.2 million decrease in facilities, technology and other costs. This decrease was partially offset by $0.5 million in severance costs related to our workforce reorganization in March 2024.
Current wording
Marketing expenses decreased $6.0 million, or 17.0%, for the six months ended June 30, 2024 as compared to the same period in 2023. The decrease was due to a $3.0 million decrease in personnel-related costs, of which $1.8 million was related to stock-based compensation expense, a $2.9 million decrease in advertising costs, and a $0.4 million decrease in facilities, technology and other costs. This decrease was partially offset by a $0.3 million increase in severance costs as a result of our workforce reorganization in March 2024.
Previous wording
Sales, general, and administrative expenses increased $1.5 million, or 9.4%, for the three months ended March 31, 2024 as compared to the same period in 2023. The increase was due to $1.3 million in severance costs related to our workforce reorganization in March 2024, a $0.5 million increase in personnel-related costs, and a $0.1 million increase in facilities, technology and other costs. This increase was partially offset by a $0.4 million decrease in professional services.
Current wording
Sales, general, and administrative expenses increased $0.9 million, or 2.9%, for the six months ended June 30, 2024 as compared to the same period in 2023. The increase was due to a $1.0 million increase in severance costs as a result of our workforce reorganization in March 2024 and a $0.5 million increase in personnel-related costs. This increase was partially offset by a $0.6 million decrease in professional services.
Previous wording
Interest expense increased $0.6 million for the three months ended March 31, 2024 as compared to the same period in 2023. This increase was due to a $0.6 million of capitalized interest expense recorded in the first quarter of 2023 in conjunction with the build-out of our distribution centers. We did not capitalize any interest in the same period in 2024.
Current wording
Interest expense increased $0.5 million for the six months ended June 30, 2024 as compared to the same period in 2023. This increase was primarily due to the capitalization of interest costs in the first quarter of 2023 in conjunction with the build-out of our distribution centers. We did not capitalize any interest in the same period in 2024.
Previous wording
Other income, net increased $0.4 million for the three months ended March 31, 2024 as compared to the same period in 2023. The increase was primarily due to an increase in interest income on our marketable securities due to a higher interest rate environment.
Current wording
Other income, net increased $0.3 million for the three months ended June 30, 2024 as compared to the same period in 2023. The increase was primarily due to an increase in interest income from our marketable securities due to a higher interest rate environment.
Previous wording
Although we generated $1.4 million in cash flows from operating activities in the first quarter of 2024, we had 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, 2024, we had cash, cash equivalents and short-term marketable securities of $62.5 million. Additionally, we have a term loan facility (“Term Loan”) under which $22.5 million remained available to be drawn as of March 31, 2024 for the purchase of certain equipment, 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.
Current wording
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 June 30, 2024, we had cash, cash equivalents and short-term marketable securities of $55.3 million. Additionally, we have a term loan facility (“Term Loan”) under which $22.5 million remained available to be drawn as of June 30, 2024 for the purchase of certain equipment, 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.
Previous wording
We expect operating losses to continue in 2024 as we continue to invest in growing our business and our infrastructure. Our primary sources of liquidity are cash flows generated from operations, cash on hand and borrowings available under the Term Loan. 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 and beyond 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 is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially.
Current wording
We expect operating losses to continue in 2024 as we continue to invest in growing our business and our infrastructure. Our primary sources of liquidity are cash flows generated from operations, cash on hand and borrowings available under the Term Loan. Our primary use of cash includes product inventory costs and seller payouts, 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 and beyond 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 is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially.
Previous wording
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 be limited in the remainder of 2024 as we have completed the first phase of our new distribution center in Texas. 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 2023 10-K.
Current wording
Our future capital requirements will depend on many factors, including but not limited to, the timing of any future 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 be limited in the remainder of 2024 as we have completed the first phase of our new distribution center in Texas. 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 2023 10-K.
Previous wording
Net cash provided by operating activities was $1.4 million during the three months ended March 31, 2024, compared to net cash used of $4.5 million during the three months ended March 31, 2023. The increase in cash inflows was primarily due to a $3.2 million decrease in our net loss, partially offset by a $0.5 million decrease in non-cash adjustments to net loss, and favorable changes totaling $3.1 million in operating assets and liabilities. The change in operating assets and liabilities was primarily due to a $7.0 million reduction in inventory mainly driven by decreased upfront inventory purchases as we transitioned our RaaS partners and introduced our European operations to the consignment model in 2023 and a $2.4 million increase in accrued and other current and non-current liabilities driven primarily by accrued severance costs related to our workforce reorganization in March 2024. This was partially offset by a $6.5 million decrease in accounts and seller payable primarily due to timing of vendor payments and seller credit cash-outs or redemptions.
Current wording
Net cash used in operating activities was $3.6 million during the six months ended June 30, 2024, compared to net cash used of $14.8 million during the six months ended June 30, 2023. The $11.3 million decrease in operating cash outflows was primarily due to an $8.0 million decrease in our net loss, adjusted by a $2.6 million decrease in non-cash charges, and $5.8 million of favorable changes in operating assets and liabilities. The change in operating assets and liabilities was primarily due to a $7.7 million reduction in inventory, mainly driven by decreased upfront inventory purchases as we transitioned our RaaS clients and introduced our European operations to the consignment model in the third quarter of 2023, a $1.4 million increase in accounts payable, accrued and other liabilities due to timing of vendor payments, a $0.9 million reduction in accounts receivable due to timing in payment processing, a $0.7 million reduction in other assets primarily due to lower vendor prepayments, and a $0.7 million reduction in lease payments due to lower rent prepayment and the expiration of certain leases. This was partially offset by a $5.6 million decrease in seller payable primarily due to timing of seller credit cash-outs or redemptions.
Previous wording
Net cash used in investing activities for the three months ended March 31, 2024 increased $24.7 million as compared to the same period in 2023. The increase in cash outflows was primarily due to a $20.1 million decrease in maturities of marketable securities and an $8.7 million increase in purchases of marketable securities, offset by a $4.1 million decrease in purchases of property and equipment.
Current wording
Net cash used in investing activities for the six months ended June 30, 2024 was $4.9 million as compared to net cash provided by investing activities of $29.3 million for the same period in 2023. The $34.3 million increase in cash outflows was primarily due to a $36.5 million decrease in maturities of marketable securities and a $7.3 million increase in purchases of marketable securities, partially offset by a $9.5 million decrease in purchases of property and equipment.
Previous wording
Net cash used in financing activities for the three months ended March 31, 2024 increased $0.3 million as compared to the same period in 2023 which was primarily due to $0.6 million of increased taxes paid related to stock-based award activity, offset by $0.3 million of increased proceeds from issuance of stock-based awards.
Current wording
Net cash used in financing activities for the six months ended June 30, 2024 increased $0.9 million as compared to the same period in 2023 primarily due to a $0.6 million increase in payroll taxes paid on stock-based award activity and a $0.3 million decrease in proceeds from issuance of stock-based awards.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Other income, net increased $0.7 million for the six months ended June 30, 2024 as compared to the same period in 2023. The increase was primarily due to an increase in interest income from our marketable securities due to a higher interest rate environment.