Good afternoon, ladies and gentlemen, and welcome to the ThredUp Q3 2023 Results Conference Call. At this time, all lines are in a listen-only mode. Following the presentation, we will conduct a question-and-answer session. This call is being recorded on Monday, November 06, 2023. I would now like to turn the conference over to Lauren Frasch, Senior Director, Investor Relations and Strategic Finance. Please go ahead.

Good afternoon, everyone, and thank you for joining us on today's conference call to discuss ThredUp's third quarter 2023 financial results. With me are James Reinhart, ThredUp's CEO and Co-Founder; and Sean Sobers, CFO. We posted our press release and supplemental financial information on our Investor Relations website at ir.thredup.com. This call is being webcast on our IR website, and a replay of this call will be available on the site shortly. Before we begin, I'd like to remind you that we will make forward-looking statements during the course of this call, including, but not limited to, statements regarding our earnings guidance for the fourth fiscal quarter and full-year of 2023, future financial performance, including our goal of reaching adjusted EBITDA breakeven, market demand, growth prospects, business strategies and plans, our ability to attract new buyers and the effects of inflation, increased interest rates, changing consumer habits, climate change and general global economic uncertainty. These forward-looking statements are not guarantees of future performance, involve known and unknown risks and uncertainties and our actual results could differ materially from any projections or future performance or results expressed or implied by such forward-looking statements. Words such as anticipate, believe, estimate and expect as well as similar expressions are intended to identify forward-looking statements. You can find more information about these risks, uncertainties and other factors that could affect our operating results and our SEC filings, earnings press release, and supplemental information posted on our IR website. Any forward-looking statements that we make on this call are based on assumptions as of today, and we undertake no obligation to update the statements as a result of new information or future events. In addition, during the call, we will present certain non-GAAP financial measures. These non-GAAP financial measures should be considered in addition to, not as a substitute for or in isolation from GAAP measures. You can find additional disclosures regarding these non-GAAP measures, including reconciliations with comparable GAAP measures in our earnings press release and supplemental information posted on our IR website. Now I'd like to turn the call over to James Reinhart.

Good afternoon, everyone. I'm James Reinhart, CEO and Co-Founder of ThredUp. Thank you for joining ThredUp's third quarter 2023 earnings call. We are excited to share ThredUp's financial results and key business highlights from our third quarter. In addition to our financial results, we will provide an update on key company-specific initiatives contributing to our growth, ongoing expansion of adjusted EBITDA, and some early thoughts on 2024. I will then hand it over to Sean Sobers, our Chief Financial Officer, to talk through our third quarter 2023 financials in more detail and provide our outlook for the fourth quarter and fiscal year 2023. We will close out today's call with a question-and-answer session. Let me start with our Q3 results. We achieved another quarter of strong financial performance despite a highly dynamic environment. We delivered accelerating revenue growth, outperformed on gross margin, and inflected our active buyer account for the first time this year to achieve a record number of active buyers. Our revenue of $82 million is an increase of 21% year-over-year. Our consolidated gross margin exceeded expectations at 69% driven by another record gross margin in our U.S. business of 78.5%. We are especially proud that our record active buyer account returned to growth in such a competitive retail environment, reaching 1.8 million, up 4% compared to the same quarter last year. We continue to be pleased with our improvements to adjusted EBITDA as we posted a loss of just $3.6 million and a 1,180 basis point improvement year-over-year, and a sequential improvement of 170 basis points from the prior quarter. Of note, we increased expenses across operations, product, and technology by just 4% while driving 21% revenue growth and 27% gross profit growth. We believe this best illustrates the ability for our marketplace to achieve increasing efficiency at scale. Finally, on top of record gross margins, I want to share that our U.S. business reached adjusted EBITDA breakeven and generated free cash flow in Q3 for the first time in our company's history. While we still have some work to do in Europe, we are increasingly confident that executing on our U.S. playbook in Europe will yield similar success. I'd now like to provide an update on our progress towards EBITDA breakeven on a consolidated basis and some initial thoughts on 2024. With just one quarter left in our fiscal year, we have clear sight of achieving our goal of reaching quarterly EBITDA breakeven, but not on our original Q4 timeline. There are a few primary reasons for this. First, there are accelerating headwinds in Europe. Since our European business is not a consignment-based business yet, there are fewer levers to manage gross margins. We expect this to change over time as we transition to consignment, but in the meantime, it is presenting a headwind to our consolidated margins. Second is an uncertain macro environment that's continuing to pressure discretionary spending in both the U.S. and Europe, resulting in a weaker consumer landscape than we had anticipated. And third, given that challenging backdrop, in order to maintain momentum in our buyer growth into 2024, we've chosen to be incrementally more promotional to set us up for success next year. With active buyer growth returning, we made the decision to fuel our momentum rather than distinguish it in pursuit of short-term goals. We remain committed to building a business for the long-term and will not optimize for short-term optics when faced with difficult decisions. It is these types of decisions that enable us to be extremely proud of the continued progress we are making towards our growth and profitability goals in the face of ongoing consumer uncertainty and a competitive promotional environment. We expect the U.S. business to again be EBITDA positive in Q4 despite Q4 historically being our slowest quarter in the U.S. At the midpoint of our annual guidance for 2023, we expect to grow revenue by 11% and expand EBITDA by nearly 1,000 basis points. Quarter after quarter, we've demonstrated that we are one of the best-performing companies in 2023 on a revenue growth and margin expansion basis, and we remain confident that we will be breaking even for the total company on an annual basis in 2024. We still view breakeven as a way point to our future, and we will continue to make decisions based on what's best for building a sustainable and generation-defining company that endures long beyond arriving at this milestone. Though retail has been grappling with an extended consumer malaise, this challenging backdrop has only strengthened the underlying engine of our business. ThredUp is executing at a high level and returning to active buyer growth while expanding margins is key proof of this. As we look into 2024, we plan to pursue the clear opportunity to accelerate our current momentum in both the U.S. and Europe while achieving breakeven on a full-year basis. While the consumer landscape continues to be choppy and retail remains highly competitive, we believe resale benefits as consumers continue to prioritize value and seek deals. We are confident in the team's ability to manage the business in this environment. As we head into the final quarter of the year, we will maintain our focus and steady approach in controlling the controllables, including how we spend our time, the quality of the decisions we make during times of uncertainty, the urgency we have to invent on behalf of our customers, and the willingness to keep learning what's different this time around. I'm grateful to the exceptional team at ThredUp who shows commitment and grit every day in service of delivering on our goals. I'd now like to provide an update on some of the key company initiatives that are enabling us to drive revenue growth, active buyer growth, and margin expansion. First, we are continuing to make progress towards our vision to create a marketplace experience that achieves the highest levels of customer satisfaction. Over the last few quarters, I've shared initial tactics related to our Thrift Promise, which aims to do right by the customer with every order. And in Q3, we debuted our delivery promise with the goal of delivering purchases to doorsteps within three days or less. Our dedication to delivering a delightful post-order experience is not only improving retention but also improving the margin profile of our business. Our return rate in Q3 decreased by more than 700 basis points compared to the same quarter last year. Since we first launched Thrift Promise, we've generated millions of dollars in logistics savings. Second, we are deepening our commitment to our community of sellers with a renewed focus on providing the easiest and most convenient way for people to resell apparel online. We have a diverse seller base, but whether you are an everyday seller who wants to just get it out of the house, a VIP seller seeking expedited processing times, or a resell-as-a-service client customer interested in getting credit to your favorite brands, we are expanding our offering to cement ThredUp as the go-to destination for all types of sellers. Third, as we continue to apply learnings from our U.S. business to our European business, we are driving more active buyers in Europe. Notably, we've rolled out key for credit to our primary European markets after seeing success in the U.S., and we made meaningful progress with the shift to consignment sales. Short-term, the transition to consignment will present a real headwind to revenue due to the accounting treatment, which Sean will discuss more in a minute. Long-term consignment will significantly improve gross margins, expand the selection of high-quality supply, and ultimately yield ongoing net revenue growth. Fourth, a Resale-as-a-Service business, or RaaS, has added several new brands to its client roster, including Beyond Yoga, part of Levi Strauss Company, Smartwool, part of VF Corporation, and Journeys. As a reminder, RaaS enables brands and retailers to deliver customizable and scalable resale experiences to their customers. By leveraging ThredUp's marketplace infrastructure, RaaS amplifies our supply advantage, increases our sell-through and return on assets, and expands our long-term profitability metrics by adding sources of recurring high-margin revenue. Finally, we are continuing to deploy artificial intelligence across our distribution center network and our product experience, seeking new applications that lower processing costs and lead to greater economic value. To give an example, we are using AI to build a robust product catalog with millions of unique items and to surface a more personalized selection from that inventory, allowing customers to seamlessly navigate our vast assortment to find items they love faster. By evolving and executing against these initiatives, we believe we will create enterprise value over time. Turning to impact, in our pursuit of enterprise value creation and profitability, we are also proud of the social impact our business has on our people, our communities, and the planet. In Q3, ThredUp was named one of TIME's 100 Most Influential Companies of 2023, and Digiday recognized us for exemplary workplace and company culture in its WorkLife 50 Awards. As a team, we aim to balance purpose and profit and believe holding these with equal importance is critical in furthering our mission to inspire a new generation of consumers to think secondhand first. Before I turn it over to Sean, I want to reemphasize the strength of our Q3 performance and our commitment to balancing the demands of short-term scrutiny and long-term value creation. The macro environment remains uncertain, and the retail landscape is highly promotional, but we've never been afraid of a challenge and have always persevered when things get tough. We believe we are focused on the right strategic initiatives as we close out the year and expect positive momentum into 2024. I'm excited about how far we've come, but more importantly, I'm excited about where we are headed next. With that, I'll now turn it over to Sean to go through our financial results and guidance in more detail.

Thanks, James. I'll begin with an overview of our results and follow-up with guidance for the fourth quarter and the full-year. I'll discuss non-GAAP results throughout my remarks. Our GAAP financials, and a reconciliation between GAAP and non-GAAP, are found in our earnings release, supplemental financials, and our 10-Q filing. We are very proud of our Q3 results, which we believe reflect our ability to execute in a challenging retail environment. In the third quarter of 2023, revenue totaled $82 million, an increase of 21% year-over-year. Consignment revenue grew 39% year-over-year, and our product revenue shrank by 8%. We are pleased with the accelerating growth in consignment revenue as we continue to make progress in transitioning our RaaS supply and our European business to a consignment model. While the transition of these businesses to consignment should be a tailwind to gross margin over time, we expect to slightly meet revenue growth simply due to the accounting treatment. As a reminder, consignment payouts reduce net revenue while owned payouts are in cost of goods sold and reduce gross margin. We are happy to report that we achieved a record number of active buyers this quarter, reaching 1.8 million, growing for the first time this year. Orders increased 11% year-over-year to 1.8 million. For the third quarter of 2023, gross margin was 69%, a 350 basis point increase over the same quarter last year. Given the ongoing transition to consignment and the resulting shift in the accounting for revenue, we believe that gross profit dollars are the best indicator of our underlying growth and are pleased to report that our Q3 gross profit grew an impressive 27%. Our consolidated results exceeded our expectations driven by record U.S. gross margins of 78.5%. This outperformance was the result of converting our RaaS business to consignment sooner than expected and continued improvements in how we optimize our marketplace, including pricing, promotions, returns, payouts, and fees. For the third quarter of 2023, GAAP net loss was $18.1 million compared to a GAAP net loss of $23.7 million in the same quarter last year. Adjusted EBITDA loss was $3.6 million, or a negative 4.4% of revenue for the third quarter of 2023. We reduced our EBITDA loss in Q3 by two-thirds versus last year, representing an approximate 1,180 basis point improvement as we tightly managed expenses and leveraged our investments on higher revenue. To this point, we are proud to report that our hard work drove a 21% year-over-year revenue increase and a 27% gross profit increase on just a 4% increase in operating, product, and technology expenses, illustrating the powerful leverage of our marketplace model. Turning to the balance sheet. We began the third quarter with $82.6 million in cash and marketable securities and ended the quarter with $80.2 million. We are proud to report that we used just $2.5 million in cash in Q3. Our significantly reduced cash burn is due to reaching cash flow positive from operations in addition to spending maintenance levels of CapEx of just $1.5 million. As a reminder, in Q3 of last year, we used $25 million in cash, illustrating the enormous progress we've made over the last four quarters. We have made significant progress this year on our path to profitability, reducing our EBITDA loss in every quarter this year, allowing us to achieve EBITDA breakeven and free cash flow in the U.S. in Q3. While we expect the U.S. business to continue to be EBITDA breakeven in Q4, it will not be enough to overcome losses in Europe and reach consolidated breakeven on our targeted timeline. However, we expect to achieve breakeven on an annual basis in 2024. As we look to 2024, we believe there are two important factors to consider when contemplating revenue growth. First, our ongoing transition to consignment will drive gross profits and margin improvement but mute revenue growth due to the accounting treatment. Second, as James mentioned earlier, we are operating in a highly competitive retail environment that continues to challenge ThredUp's value proposition, which we would expect to continue through 2024. Due to our reduced CapEx needs and our ability to manage our expense structure, we were able to significantly reduce our cash burn in Q3. We expect to continue at maintenance CapEx levels of approximately $2 million per quarter until 2026, which provides us with a high level of confidence that we can fund the business with our existing cash until we reach cash flow positive. We want to reiterate that we do not anticipate our cash and marketable securities balance falling below $50 million before reaching free cash flow positive, nor do we expect to turn to the capital markets or draw down on our existing debt before then. Turning to guidance. We are adjusting our Q4 outlook to account for mounting headwinds in Europe and a challenging consumer buyer environment in the U.S. For the fourth quarter, we now expect revenue in the range of $79 million to $81 million, which is a 12% growth rate at the midpoint, gross margin in the range of 61% to 63% of revenue, adjusted EBITDA loss of 2% of revenue to breakeven, and a basic weighted average share of approximately 108 million. For the full year of 2023, we now expect revenue in the range of approximately $319.5 million to $321.5 million, gross margins in the range of approximately 66.2% to 66.7% of revenue, adjusted EBITDA loss of 5.3% to 4.7% of revenue, and basic weighted average shares outstanding of approximately 105 million. In closing, we are extremely proud of the progress we've made towards our growth and profitability goals, even if not on the timeline we had originally planned. Despite ongoing consumer uncertainty, we remain confident in the underlying ThredUp engine and look forward to delivering results that demonstrate our capacity to navigate this difficult environment and emerge a stronger, more profitable business on the other side. James and I are now ready to take your questions.

Thank you. Ladies and gentlemen, we'll now begin the question-and-answer session. Thank you. And your first question comes from the line of Ike Boruchow from Wells Fargo. Please go ahead.

Hey, guys. Just a couple of questions for me on the outlook for 2024. Understanding the headwinds to revenue, I guess a couple of questions, is the revenue guide that's more muted now for 4Q? Is that a good baseline to kind of think about how we should think about fiscal 2024? Maybe to follow-up to that would be Sean, based on the headwinds that are in there based on the consignment – the mix of the consignment. Can you give us roughly what you're expecting the consignment mix to look like in 2024? Yes, those are my two questions. Thank you.

Yes. I think the basis – sorry the Q4 basis is fairly good. We're still migrating more revenue to the consignment model because even though we've moved all of our partners from RaaS over to consignment, we still have inventory we need to sell through. So that actual consignment percentage of revenue will continue to go up as we go through 2024 in addition to we are actively migrating the business in Europe also to consignment. So yes, I would expect that ratio between consignment and owned to continue to increase all the way through 2024, which will…

Yes. I guess I'm just curious, can you give a little bit more detail, like, is like 65% of rev, 70%, like I'm not sure, just understand how much – like the context of how much mixed benefit there in pressure on revenue and then benefit our margin?

Yes. I mean, the U.S. business kind of collectively is about 80% of the business, and that by the time we exit 2024, it'll be almost entirely consignment at that point in time. And Europe will just basically start transitioning now, and I think by the time we end 2024 you can think of it as going to be something like around 80% in total as a percent of consignment.

And I think to your question on the revenue piece, I mean, I think, yes, I think Q4 is a baseline, as we think about going into 2024, I mean, we still feel very good about the momentum into 2024. It's just as you got into a little bit of back to school holiday season, especially in Europe, it was just a little bit softer than we had anticipated. And so rather than try and lean into those numbers, we thought, let's make the smart decisions and set ourselves up for 2024 in a smart way. So that reflects in the guidance.

Got it. Cool. Thanks, guys.

Thank you. And your next question comes from the line of Dylan Carden from William Blair. Please go ahead.

Thank you. A couple ones. I guess just curious the gross margin that you achieved in the third quarter and the sort of the step down in the fourth quarter looks to be a little bit bigger than the seasonality that we might otherwise expect. Anything to call out there particularly as you're – I mean, is that just reversal of some of the – what you just were speaking to as the consignment versus product revenue?

Yes. Dylan, definitely some of it is the consignment piece and the mix in Europe, right? Because Europe is – Q4 tends to be their biggest quarter, and so you have a little bit of that revenue at lower gross margin sort of coming in. And then the other piece is we've just – as we've said, I mean, it's a promotional environment out there and we've made the conscious decision to be incrementally, I think, more promotional to continue to grow active buyers and maintain buyer engagement. Because we ultimately think that's the right strategy as you get into 2024. And so on the margin, I think we're being a little bit more discounting than we were in Q3. But again, we think that's the right approach in this environment. And I think that'll play out well for us in 2024.

Great. And as for next year, I know it's early, but just sort of thinking through seasonality, there's a lot of moving pieces as it relates to consignment versus product. Just anything to call out as far as revenue trends, margin inflection sort of a back half inflection?

Yes. I mean, I think at least – Dylan, it's Sean. I would say at least as you go through gross margin throughout the year with the consignment shift, you should start to see kind of improving gross margins on a quarterly basis, certainly year-over-year. So those should improve. I think that's – and the seasonality is going to be fairly similar other than we're creating a little bit of a muted headwind on the revenue side as we move to the consignment model, both in kind of the rest of the U.S. related to RaaS, and then as Europe really picks it up and starts to transition the consignment.

Got it. And then as far as kind of the capacity utilization of your new distribution capacity, where are you there and how has that maybe showing up in the model?

I mean no real change from the last call. I mean, we continue to have strong ability to kind of expand into DC07 in Dallas. But I think as the business has continued to turn a product even faster, I mean, I think our CapEx needs are pushed out even further. So I think we're in great shape, Dylan, on a utilization basis and plenty of room for growth in those facilities.

Yes. I think we're very confident we don't need that CapEx until 2026 at the earliest.

And I guess I meant more from a margin perspective. Have you sort of grown into that more so incrementally from the sort of third quarter or second quarter rather, and sort of how is that showing up in margin?

Yes. There's a little bit of that as we've moved some of the logistic network around. So we're now consolidating orders more efficiently than we were before. So yes, Dylan, definitely some of that is starting to come through in Q3, but you should see some of those tailwinds continue into 2024. And you know, I think the U.S. gross margin should continue to expand incrementally as we move through 2024.

Okay. Thanks, guys.

Yes.

Thank you. And your next question comes from the line of Edward Yruma from Piper Sandler. Please go ahead.

Hey guys, good afternoon. Thanks for taking the questions. I guess first, on the promotional environment, given the rough kind of outline you gave for 2024 guidance, should we assume that the promotional environment persists or is that embedded within that 2024 kind of thought process? And then as a follow-up, there have been some, I guess, newly public peers that are starting to expand in resale. Are you seeing any kind of incremental competitive pressures when some of these physical doors open locations? Thank you.

Hey, Ed. Yes, I mean, we're not seeing any, like – at least as far as we can see in our data, any incremental pressure from other resale players. I mean, really what we're seeing is as it sort of got through the back to school season and into this early holiday season where October was very promotional, we really had two paths. One path was to be less promotional and sort of drive margin expansion, but we thought really active buyers is the name of the game. And so it was a better strategy to provide a little bit more discounts and be a little bit more promotional to both drive active buyer growth and continued engagement. So that has really been the plan, and we expect the environment to continue to be promotional in 2024. I think our numbers reflect that, but there's nothing right now that we're seeing that makes us have any fear that 2024 is going to get worse. It's just about being smart with customer engagement. And if you think about what we did in Q3, we were promotional in Q3 in the U.S. and the business was EBITDA breakeven and free cash flow positive. So that strategy is a winning one. What really we're focused on is the consignment transition in Europe, because that's really the headwind for us in Q4, and I think that'll be the work to be done in 2024 is how do we transition that business as efficiently as possible.

Thank you.

Thank you. And your next question comes from the line of Trevor Young from Barclays. Please go ahead.

Great. Thanks. James, could you provide an update on what you're seeing among different buyer demos? Any color on demand from the more value or budget shoppers versus higher income shoppers would be helpful. And then second, the slides talk to an expected 20% industry CAGR through 2027. Is there any reason why you couldn't match or even exceed that growth rate in the coming years, i.e. gain market share? I realize on Sean's comments about the product versus consignment mix headwinds, so maybe we look at like GP or order growth as a proxy versus that industry growth. Is that the right way to think about it?

Yes. Thanks, Trevor. Yes, I mean, I do think gross margin and gross profit dollars is the right way to think about it. It's very similar to when we came public, the U.S. business was going through that transition, and we've navigated that I think very effectively. I think that's why the U.S. gross margins are at the records that they're at. So we expect that same thing to be true. And I do think that when you look at it on a gross margin growth basis, yes, that 20% seems fair. I mean, Q3 was 27% in that category. So we do think that is something that we will continue to strive for. And the buyer demo question, sorry. I think we've done a really, really good job as a team of focusing more of our buyer efforts on a slightly more premium shopper. This is a story we've been telling for some time now. And I think now all of that work that we've done to acquire that incrementally more premium buyer and deliver them incrementally more premium product, I think it's now proving to be fruitful. And I think that's why you're seeing active buyers now up year-over-year. I think that's why you're seeing active buyers up sequentially. We expect that trend to continue into Q4 and into 2024. So I think the segmentation strategy that we've done is working and I think we'll continue to execute on that plan.

Great. Thank you.

Thank you. And your next question comes from the line of Anna Andreeva from Needham. Please go ahead.

Great. Thanks so much and good afternoon, guys. Two questions from us. Could you elaborate a bit more just on what you're seeing in Europe? Have those headwinds gotten worse quarter to date? And does the fourth quarter guide contemplate bigger sales declines at remix or consignment revenues more moderate as well, just given your October comments? And secondly, not sure if I missed this, but what drove the upside to the third quarter gross margin, just impressive beat despite environment getting worse? Thanks so much.

Hey, Anna. This is Sean. I'll do the gross margin piece first. I think the outperformance in gross margin came from the RaaS goods transitioning faster to consignment as well as kind of our normal ongoing improvements to our operations in marketplace such as pricing, fees, payouts, and general automation and efficiencies that were all driving the overall gross margin in the U.S.

Yes. And Anna, to your question about the – on the European side, I mean, I think really what we're seeing is just it's a little bit softer than we had expected. And I mean, one of the things we're really just starting to see now is that the weather is changing, right? It's a much more seasonal business there, especially in that part of Eastern Europe. And so as it gets colder, we think we can see some momentum there. But right now, it's a little softer than we had expected. And frankly, if you look at the U.S. business being EBITDA breakeven and free cash flow positive in Q3, we expect similar trends. We get into Q4, it's just not enough to overcome some of the headwinds in Europe. And so I think that was something that was hard for us to see six quarters ago when we were forecasting breakeven in Q4 with that mix. But again, we feel very good about the underlying fundamentals in both businesses. And we just didn't want to make anything too short-term in our trade-offs right in Q4 and focus more on opportunities as we move into 2024.

Yes. Anna, the Q4 guide contemplates literally everything we knew as of, let's say Friday last week.

All right. Fair enough. Thanks so much, guys.

Thank you.

Thank you. And your next question comes from the line of Rick Patel from Raymond James. Please go ahead.

Hi, guys. This is Josh filling in for Rick. I was wondering can you talk a bit about cost savings you're seeing from the improved return rates and how should we think about the impact of that on EBITDA in Q4?

Sure, Josh. Yes, I mean, I think we saw a 700 basis point improvement on our return basis year-over-year. All of the work that we began at the beginning of the year around key for credit, Thrift Promise, those things are continuing to bear fruit. I think they've reflected in the Q4 guide. And I think that's again focused on the U.S. business. That's where we're seeing that positive momentum on the return rate. I think that's what reflects the EBITDA breach in Q3 and into Q4. The story really for us is just continuing to tweak what we need to do on the European side to be in a better position.

Okay. Yes. And any initial thoughts on the way that'll impact 2024?

I mean, we expect return rates. Our goal here is for everything we're doing is to ensure return rates are going to improve. So obviously, that'll improve across the board, but nothing specifically for 2024 yet on that side.

Okay. Yes. Thanks so much for the color there.

Thanks.

Thank you. And your next question comes from the line of Tom Nikic from Wedbush. Please go ahead.

Hey guys. Thanks for taking my question. Sean, modeling question for you. So in the fourth quarter, the revenues should be a bit lower than they were in the third quarter, and the gross profit should be lower. But I believe the adjusted EBITDA loss should be smaller which would suggest that the OpEx would be down quarter-over-quarter. Can you kind of help us think about the buckets, the ops and tech, the marketing, and the SG&A and how we should think about those lines?

Yes. You're exactly right. I think the biggest driver to that is the decline in marketing in Q4. Generally, I think if you look historically, what we've done in Q4 in particular from our U.S. business: we've brought down marketing spend. Still today, secondhand isn't a gift-giving destination yet. So marketing is super expensive in the fourth quarter, so we pull back on the U.S., and that's the biggest driver as far as kind of OpEx savings. OP&T just flexes up and down depending on ins and outs, and that's going to kind of match with what revenue does.

Understood. Thank you very much.

Thanks.

Thank you. And your next question comes from the line of Dana Telsey from Telsey Advisory Group. Please go ahead.

Good afternoon, everyone. If you take a look and break out Europe, how many of the product margins or the product sales, how much of it was Europe versus the RaaS business? And just can you expand a little bit on that budget versus premium consumer, what they were buying and how that changed from the prior quarter? Thank you.

So I think generically, if you think about Europe, the last time we talked about them publicly, they're around 20% of the total business. So you can assume that, but they're heavily weighted in Q4. So three quarters to date, they're probably around 60% of their 20%. There are too many numbers there, but it's not. And then the U.S. side is, I don't know, we're probably transitioned at the 80% mark. That's a lot of numbers. I can do the math behind the scenes and give you a different number, but I think you put all together with that.

Yes. And Dana on the customer segmentation piece, we've not seen any real material change on the budget side. We still think those customers are not spending at the same rates they were for our business, say, 12 to 18 months ago. So I think that transition to that slightly more premium customers been very good for us. And I think that's reflected in the average selling prices that we've been able to drive as well as kind of the margin and flow through. So I think that strategy is really working, and one will continue. And so I think you should see more of that as we get into 2024. As for the budget shopper, as things get better in 2024 for that shopper, you could see them come back to the platform and even amplify active buyers even further than we're seeing them today. But we think the current sweet spot that we're in around the customer mix and the product mix is the right one.

Got it. And then you just mentioned about October being very promotional. So is that a change in cadence from what you saw in the third quarter? And are you assuming a similar level of promotionality in the November and December time period?

Yes, I mean, whether it was Amazon or Walmart or Target, like, I think October was – what we were experiencing was pretty aggressive promotion across the retail space. And so we obviously responded to that through the month. And so it's a little unclear whether there's some normalization as you get into November and December. But I think our guidance reflects that we expect it to continue to be pretty competitive out there and that our strategy needs to be commensurate with what some of those other guys are doing. But I think what we're really focused on, Dana, is maintaining that active buyer growth because I think ultimately that's where the opportunity is as you get into 2024. We'd certainly rather have strong active buyer growth and incrementally weaker margins than the other way, because we think that's how you win over time.

Hey, Dana. This is Sean. I did the math behind the theme. So I could give you a better answer on that. It's about 60% of the products or owned goods that come from Europe, the revenue.

Got it. Thank you.

Thanks.

Thank you. And your next question comes from the line of Alexandra Steiger from Goldman Sachs. Please go ahead.

Great. Thank you so much for taking my questions. I do want to follow-up on the buyer growth question. Could you maybe elaborate a little bit more on the new buyer composition, either by geo or demo, and how should we think about normalized levels of active buyer growth as we turn the page on 23 and into 24? And I know you talked a lot about how you're adjusting your inventory strategy to attract the more affluent buyer. What else could you do to get those customers, like on the platform, maybe thinking about marketing or something else? And then second question is really around, you mentioned that you're seeing continued weakness at the lower end of your customer base. I'm wondering if there's like some component of Asian-based e-commerce companies taking share. Thank you so much.

Hey, Alexandra. Yes. I mean, I think on the active buyer side, part of our growth strategy, to Trevor's question earlier, ultimately it's 20% plus gross profit growth or net revenue growth once we are through the consignment shift, that has to be commensurate with similar high-teens active buyer growth. I think that's the direction that we're headed as we get through this period and obviously trying to get those active buyers to buy more. I think what's really important, if you think about us as a marketplace, is it's a little different than a traditional pure-play because you really do need to balance both supply and demand. So part of why there's been a bit of a catch-up throughout the year on active buyer growth is we really need to make sure we have the sellers and the product mix and pricing in the right place. I think now we're syncing those up really nicely, which is driving pretty strong record buyers. That same playbook that we've been honing in 2023, I think we'll use as we get into 2024. Again, it's just getting buyers and sellers to match. As for the lower end weakness, I mean, I think that it's – we know that there are some of our buyers that are shopping on Temu, the same reason we know they're shopping on SHEIN and Forever 21 before that, and all the fast fashion players and so – and wish before that. So we have seen this, and I think it's something that we have navigated for the better part of the decade of fast fashion players coming in and coming out. Primark was another one a few years ago. We've seen this, and I think our value proposition still resonates very strongly with shoppers across the income spectrum. So we don't spend a lot of time worrying about that budget shopper right now.

Got it. Thank you.

Thank you. And your next question comes from the line of Nathan Feather from Morgan Stanley. Please go ahead.

Hey, everybody. This is Nathan Feather on for Lauren. I guess continuing on that thread and digging into your comments in the promotional environment. So other players within e-commerce have called out pretty quickly expanding ad rates due to competition from the Asia-based exporters. I guess, are you seeing that more on the marketing side than maybe the demand side? And if so, what steps are you taking to mitigate it?

Sorry, Nate, you broke up for a second. Did you say ad rates? Is that what you said?

Yes. Ad rates.

Okay. Sorry, I heard bad rates, and then my brain had to go to work, ad rates. Okay. Yes, look, I don't think we're seeing any real change on the ad rate side for us given our targeting. I think, again, that's a deep, deep discount shopper. Given that we no longer are really focused on that deep, deep discount buyer, we no longer actually need to have that product to delight that buyer. Our ad strategy has evolved quite a bit. I actually think we're in a better position and more insulated from some of that pressure because the Temu shopper or SHEIN shopper or the Forever 21 shopper, they're really competing with the deepest discount prices, right. Those are folks at Walmart, that's Kohl's, right. The products that are $5, $6, $7, $10. The average price on ThredUp at this point is over $20. So it's a very different buyer mix, and I think it's important for people to recognize where ThredUp shifted up to meeting that more premium shopper. It's no longer the $5, $6, $7, $10 shopper. I think that has been a very smart strategy for us over the past year and one we will continue to deploy into 2024.

Very helpful. Thank you.

Thank you. Mr. James Reinhart, there are no further questions at this time. Please proceed.

Well, thank you everyone for joining us on our Q3 earnings call. I appreciate all the great questions, and thank you to the ThredUp team for all the hard work that you all do every day. And we'll see you next time, and have a great holiday season.

Thank you. Ladies and gentlemen, that does conclude our conference for today. Thank you all for participating. You may all disconnect.