8-K
ThredUp Inc. (TDUP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 6, 2023
ThredUp Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40249 | 26-4009181 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 969 Broadway, Suite 200<br><br>Oakland, California | 94607 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(415) 402-5202
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock, par value $0.0001 per share | TDUP | The Nasdaq Stock Market LLC<br><br>Long-Term Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
On March 6, 2023, ThredUp Inc. (the “Company”) issued a press release announcing its financial results for the quarter and full year ended December 31, 2022. A copy of the press release is attached hereto as Exhibit 99.1. In addition, a copy of the supplemental financial information is attached hereto as Exhibit 99.2. The press release and supplemental financial information are incorporated herein by reference.
The information in this Current Report on Form 8-K and the exhibits attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits
(d)Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release datedMarchexhibit991earningsreleaseq.htm6, 2023 |
| 99.2 | Supplemental Financial Information datedMarchexhibit992supplementalfina.htm6, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ThredUp Inc. | |
|---|---|
| By: | /s/ SEAN SOBERS |
| Sean Sobers | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
Date: March 6, 2023
3
Document
Exhibit 99.1
thredUP Announces Fourth Quarter and Full Year 2022 Results
•Quarterly revenue of $71.3 million, representing a 2% decline year-over-year. Fourth quarter gross margin of 63.1% and gross profit decline of 7% year-over-year.
•Full year revenue of $288.4 million, representing 15% growth year-over-year. Full year gross margin of 66.7% and gross profit growth of 8% year-over-year.
•Active Buyers of 1.7 million and Orders of 1.5 million in Q4 2022, representing year-over-year declines of 2% and 8%, respectively. Record annual orders of 6.5 million, representing growth of 22% year-over-year.
•Reached 42 Resale-as-a-Service (RaaS) brand clients by year-end 2022, and continuing to expand the program in 2023 with J. Crew, kate spade new york, and francesca’s.
Oakland, CA — March 6, 2023 — ThredUp Inc. (Nasdaq: TDUP), one of the largest online resale platforms for apparel, shoes, and accessories, today announced its financial results for the fourth quarter and full year ended December 31, 2022.
“We are proud to deliver strong Q4 results in what continues to be a highly competitive environment" said thredUP CEO and co-founder James Reinhart. “By investing in growth and rigorously managing expenses, we believe we're well positioned to capture an apparel market recovery as the consumer continues to seek value in 2023.”
Fourth Quarter 2022 Financial Highlights
•Revenue: Total revenue of $71.3 million, a 2% decline year-over-year.
•Gross Profit and Gross Margin: Gross profit totaled $45.0 million, representing a decline of 7% year-over-year. Gross margin was 63.1% as compared to 66.1% in the fourth quarter last year.
•Net Loss Attributable to Common Stockholders: GAAP net loss attributable to common stockholders was $19.5 million, or a negative 27.3% of revenue, for the fourth quarter 2022, compared to a GAAP net loss attributable to common stockholders of $17.9 million, or a negative 24.6% of revenue, for the fourth quarter 2021.
•Adjusted EBITDA and EBITDA Margin1: Adjusted EBITDA loss was $5.8 million, or a negative 8.2% of revenue, for the fourth quarter 2022, compared to an Adjusted EBITDA loss of $10.5 million, or a negative 14.5% of revenue, for the fourth quarter 2021.
•Active Buyers and Orders: Active Buyers of 1.7 million and Orders of 1.5 million, representing a decline of 2% and 8%, respectively, over the comparable quarter last year.
1 Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. See “Reconciliation of GAAP to Non-GAAP Financial Measures” for a detailed reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure and “Non-GAAP Financial Measures” for a discussion of why we believe these non-GAAP measures are useful.
Full Year 2022 Financial Highlights
•Revenue: Total revenue of $288.4 million, an increase of 15% year-over-year.
•Gross Profit and Gross Margin: Gross profit totaled $192.3 million, representing an increase of 8% year-over-year. Gross margin was 66.7% compared to 70.7% last year.
•Net Loss Attributable to Common Stockholders: GAAP net loss attributable to common stockholders was $92.3 million, or a negative 32.0% of revenue, for the full year 2022, compared to a GAAP net loss attributable to common stockholders of $63.2 million, or a negative 25.1% of revenue, for the full year 2021.
•Adjusted EBITDA and EBITDA Margin1: Adjusted EBITDA loss was $43.4 million, or a negative 15.0% of revenue, for the full year 2022, compared to the Adjusted EBITDA loss of $36.5 million, or a negative 14.5% of revenue, for the full year 2021.
•Orders: Record orders of 6.5 million for the full year 2022, growing 22% over 5.3 million for the full year 2021.
Recent Business Highlights
•Resale-as-a-Service® (“RaaS®”): thredUP ended 2022 with 42 client brands and continues to expand its RaaS roster in 2023, launching new programs with J. Crew, kate spade new york, and francesca’s.
•Opened flagship distribution center in Dallas: thredUP brought its newest distribution center online in December 2022. At full capacity, this will increase overall network storage capacity by 150%.
•Released Inaugural Impact Report: thredUP released its inaugural Impact Report in October 2022, which outlines the company's business and brand-aligned environmental, social, and governance (ESG) strategy and details the progress made across initiatives in 2021 against SASB and GRI disclosure frameworks.
Financial Outlook
For the first quarter 2023, thredUP expects:
•Revenue in the range of $71 million to $73 million
•Gross margin in the range of 66.0% to 68.0%
•Adjusted EBITDA loss margin in the range of 12.0% to 10.0%
For the full fiscal year 2023, thredUP expects:
•Revenue in the range of $310 million to $320 million
•Gross margin in the range of 66.0% to 68.0%
•Adjusted EBITDA loss margin in the range of 8.0% to 6.0%
Conference Call and Webcast Information
•The live and archived webcast and all related earnings materials will be available at thredUP’s investor relations website: ir.thredup.com/news-events/events-and-presentations.
ThredUp Inc.
Consolidated Balance Sheets
(unaudited)
| December 31, | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| (in thousands) | ||||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 38,029 | $ | 84,550 |
| Marketable securities | 66,902 | 121,277 | ||
| Accounts receivable, net | 4,669 | 4,136 | ||
| Inventory | 17,519 | 9,825 | ||
| Other current assets | 7,076 | 8,625 | ||
| Total current assets | 134,195 | 228,413 | ||
| Operating lease right-of-use assets | 46,153 | 39,340 | ||
| Property and equipment, net | 92,482 | 55,466 | ||
| Goodwill | 11,592 | 12,238 | ||
| Intangible assets | 10,499 | 13,854 | ||
| Other assets | 7,027 | 11,515 | ||
| Total assets | $ | 301,948 | $ | 360,826 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 7,800 | $ | 13,336 |
| Accrued and other current liabilities | 50,155 | 45,253 | ||
| Seller payable | 16,166 | 19,125 | ||
| Operating lease liabilities, current | 6,413 | 3,931 | ||
| Current portion of long-term debt | 3,879 | 7,768 | ||
| Total current liabilities | 84,413 | 89,413 | ||
| Operating lease liabilities, non-current | 48,727 | 36,997 | ||
| Long-term debt, net of current portion | 25,788 | 27,559 | ||
| Other non-current liabilities | 3,019 | 1,123 | ||
| Total liabilities | 161,947 | 155,092 | ||
| Commitments and contingencies | ||||
| Stockholders’ equity: | ||||
| Common stock | 10 | 10 | ||
| Additional paid-in capital | 551,852 | 522,161 | ||
| Accumulated other comprehensive loss | (4,234) | (1,094) | ||
| Accumulated deficit | (407,627) | (315,343) | ||
| Total stockholders’ equity | 140,001 | 205,734 | ||
| Total liabilities and stockholders’ equity | $ | 301,948 | $ | 360,826 |
ThredUp Inc.
Consolidated Statements of Operations
(unaudited)
| Three Months Ended | Year Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| December 31,<br>2022 | December 31,<br>2021 | December 31,<br>2022 | December 31,<br>2021 | |||||
| (in thousands, except per share amounts) | ||||||||
| Revenue: | ||||||||
| Consignment | $ | 37,470 | $ | 44,758 | $ | 174,994 | $ | 186,114 |
| Product | 33,848 | 28,121 | 113,385 | 65,678 | ||||
| Total revenue | 71,318 | 72,879 | 288,379 | 251,792 | ||||
| Cost of revenue: | ||||||||
| Consignment | 7,661 | 10,257 | 37,015 | 41,856 | ||||
| Product | 18,691 | 14,434 | 59,026 | 31,804 | ||||
| Total cost of revenue | 26,352 | 24,691 | 96,041 | 73,660 | ||||
| Gross profit | 44,966 | 48,188 | 192,338 | 178,132 | ||||
| Operating expenses: | ||||||||
| Operations, product and technology | 33,818 | 36,624 | 155,642 | 128,079 | ||||
| Marketing | 12,999 | 15,281 | 64,369 | 63,625 | ||||
| Sales, general and administrative | 14,538 | 14,608 | 61,814 | 48,814 | ||||
| Total operating expenses | 61,355 | 66,513 | 281,825 | 240,518 | ||||
| Operating loss | (16,389) | (18,325) | (89,487) | (62,386) | ||||
| Interest expense | 41 | 524 | 805 | 2,275 | ||||
| Other expense (income), net | 3,065 | (961) | 1,957 | (1,565) | ||||
| Loss before provision for income taxes | (19,495) | (17,888) | (92,249) | (63,096) | ||||
| Provision for income taxes | 4 | 23 | 35 | 80 | ||||
| Net loss attributable to common stockholders | $ | (19,499) | $ | (17,911) | $ | (92,284) | $ | (63,176) |
| Loss per share attributable to common stockholders, basic and diluted | $ | (0.19) | $ | (0.18) | $ | (0.92) | $ | (0.82) |
| Weighted-average shares used in computing loss per share attributable to common stockholders, basic and diluted | 101,027 | 97,802 | 99,817 | 77,092 |
ThredUp Inc.
Consolidated Statements of Comprehensive Loss
(unaudited)
| Three Months Ended | Year Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| December 31,<br>2022 | December 31,<br>2021 | December 31,<br>2022 | December 31,<br>2021 | |||||
| (in thousands) | ||||||||
| Net loss attributable to common stockholders | $ | (19,499) | $ | (17,911) | $ | (92,284) | $ | (63,176) |
| Other comprehensive income (loss), net of tax: | ||||||||
| Foreign currency translation adjustments | 2,840 | (729) | (2,418) | (729) | ||||
| Unrealized gain (loss) on available-for-sale securities | 562 | (337) | (722) | (365) | ||||
| Total other comprehensive income (loss) | 3,402 | (1,066) | (3,140) | (1,094) | ||||
| Total comprehensive loss attributable to common stockholders | $ | (16,097) | $ | (18,977) | $ | (95,424) | $ | (64,270) |
ThredUp Inc.
Consolidated Statements of Cash Flows
(unaudited)
| Year Ended December 31, | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| (in thousands) | ||||
| Cash flows from operating activities: | ||||
| Net loss attributable to common stockholders | $ | (92,284) | $ | (63,176) |
| Adjustments to reconcile net loss attributable to common stockholders to net cash used in operating activities: | ||||
| Depreciation and amortization | 14,033 | 9,155 | ||
| Stock-based compensation expense | 26,817 | 12,959 | ||
| Reduction in carrying amount of right-of-use assets | 6,473 | 3,985 | ||
| Other | 5,593 | 2,342 | ||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable, net | (530) | (1,189) | ||
| Inventory | (7,886) | (2,741) | ||
| Other current and non-current assets | 893 | (6,326) | ||
| Accounts payable | (3,985) | 871 | ||
| Accrued and other current liabilities | 1,752 | 9,251 | ||
| Seller payable | (2,945) | 5,072 | ||
| Operating lease liabilities | 924 | (3,964) | ||
| Other non-current liabilities | (960) | (1,258) | ||
| Net cash used in operating activities | (52,105) | (35,019) | ||
| Cash flows from investing activities: | ||||
| Purchases of marketable securities | (3,475) | (125,217) | ||
| Maturities of marketable securities | 55,650 | 2,800 | ||
| Purchase of non-marketable equity investment | — | (3,750) | ||
| Acquisition of business, net of cash acquired | — | (23,581) | ||
| Purchases of property and equipment, net | (43,251) | (19,828) | ||
| Net cash provided by (used in) investing activities | 8,924 | (169,576) | ||
| Cash flows from financing activities: | ||||
| Proceeds from debt, net of discount | 391 | 4,625 | ||
| Repayment of debt | (6,333) | (4,000) | ||
| Proceeds from issuance of Class A common stock, net of underwriting discounts and commissions | — | 226,905 | ||
| Payment of costs for the initial public offering and the follow-on offering | — | (4,729) | ||
| Proceeds from exercise of stock options and employee stock purchase plan | 4,202 | 6,506 | ||
| Tax withholding related to vesting of restricted stock units | (2,196) | (347) | ||
| Net cash provided by (used in) financing activities | (3,936) | 228,960 | ||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (672) | (64) | ||
| Net change in cash, cash equivalents and restricted cash | (47,789) | 24,301 | ||
| Cash, cash equivalents and restricted cash, beginning of period | 91,840 | 67,539 | ||
| Cash, cash equivalents and restricted cash, end of period | $ | 44,051 | $ | 91,840 |
ThredUp Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(unaudited)
| Three Months Ended | Year Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| December 31,<br>2022 | December 31,<br>2021 | December 31,<br>2022 | December 31,<br>2021 | |||||
| (in thousands) | ||||||||
| GAAP net loss attributable to common stockholders, as reported | $ | (19,499) | $ | (17,911) | $ | (92,284) | $ | (63,176) |
| Stock-based compensation expense | 6,059 | 3,570 | 26,817 | 12,959 | ||||
| Depreciation and amortization | 3,816 | 3,008 | 14,033 | 9,155 | ||||
| Impairment of non-marketable equity investment | 3,750 | — | 3,750 | — | ||||
| Restructuring charges | (14) | — | 3,182 | — | ||||
| Interest expense | 41 | 524 | 805 | 2,275 | ||||
| Acquisition and offering-related expenses | — | 251 | 274 | 1,271 | ||||
| Provision for income taxes | 4 | 23 | 35 | 80 | ||||
| Change in fair value of convertible preferred stock warrant liability | — | — | — | 930 | ||||
| Non-GAAP Adjusted EBITDA loss | $ | (5,843) | $ | (10,535) | $ | (43,388) | $ | (36,506) |
Investors
ir@thredup.com
Media
media@thredup.com
About thredUP
thredUP is transforming resale with technology and a mission to inspire a new generation of consumers to think secondhand first. By making it easy to buy and sell secondhand, thredUP has become one of the world's largest online resale platforms for apparel, shoes and accessories. Sellers love thredUP because we make it easy to clean out their closets and unlock value for themselves or for the charity of their choice while doing good for the planet. Buyers love shopping value, premium and luxury brands all in one place, at up to 90% off estimated retail price. Our proprietary operating platform is the foundation for our managed marketplace and consists of distributed processing infrastructure, proprietary software and systems and data science expertise. With thredUP’s Resale-as-a-Service, some of the world's leading brands and retailers are leveraging our platform to deliver customizable, scalable resale experiences to their customers. thredUP has processed over 137 million unique secondhand items from 55,000 brands across 100 categories. By extending the life cycle of clothing, thredUP is changing the way consumers shop and ushering in a more sustainable future for the fashion industry.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws, which are statements that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements in this release include, but are not limited to, guidance on financial results for the first quarter and full year of 2023; statements about future operating results and our long term growth; the momentum of our business; the growth rates in the markets in which we compete; the impact of the COVID-19 pandemic and its varied social and macroeconomic consequences, inflationary pressures, increased interest rates and general global economic uncertainty on consumer behavior and our business; our investments in technology and infrastructure; our ability to successfully integrate and realize the benefits of our past or future strategic acquisitions, investments or restructuring activities; the success and expansion of our RaaS® model and the timing and plans for future RaaS® clients; and our ability to attract new Active Buyers.
More information on these risks and other potential factors that could affect the Company’s business, reputation, results of operations, financial condition, and stock price is included in the Company’s filings with the Securities and Exchange Commission (“SEC”), including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. The forward-looking statements in this release are based on information available to us as of the date hereof, and we disclaim any obligation to update any forward-looking statements, except as required by law. These forward-looking statements should not be relied upon as representing thredUP’s views as of any date subsequent to the date of this press release.
Additional information regarding these and other factors that could affect thredUP's results is included in thredUP’s SEC filings, which may be obtained by visiting our Investor Relations website at ir.thredup.com or the SEC's website at www.sec.gov.
Operating Metrics
An Active Buyer is a thredUP buyer who has made at least one purchase in the last twelve months. A thredUP buyer is a customer who has created an account or purchased in our marketplaces, including through our RaaS® clients. A thredUP buyer is identified by a unique email address and a single person could have multiple thredUP accounts and count as multiple Active Buyers.
Orders are defined as the total number of orders placed by buyers across our marketplaces, including through our RaaS® clients, in a given period, net of cancellations.
Non-GAAP Financial Measures
This press release and the accompanying tables contain non-GAAP financial measures: Adjusted EBITDA and Adjusted EBITDA margin. In addition to our results determined in accordance with GAAP, we believe that Adjusted EBITDA and Adjusted EBITDA margin, non-GAAP measures, are useful in evaluating our operating performance. We use Adjusted EBITDA and Adjusted EBITDA margin to evaluate and assess our operating performance and the operating leverage in our business, and for internal planning and forecasting purposes. We believe that Adjusted EBITDA and Adjusted EBITDA 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. Adjusted EBITDA and Adjusted EBITDA margin are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly-titled non-GAAP measures used by other companies.
A reconciliation is provided above for Adjusted EBITDA to net loss attributable to common stockholders, the most directly comparable financial measure stated in accordance with GAAP. We calculate Adjusted EBITDA as net loss attributable to common stockholders adjusted to exclude, where applicable in a given period, stock-based compensation expense, depreciation and amortization, impairment of non-marketable equity investment, restructuring charges, interest expense, acquisition-related expenses, provision for income taxes, change in fair value of convertible preferred stock warrant liability.
Investors are encouraged to review our results determined in accordance with GAAP and the reconciliation of Adjusted EBITDA to net loss attributable to common stockholders. thredUP is not providing a quantitative reconciliation of forward-looking guidance of Adjusted EBITDA to net loss attributable to common stockholders because certain items are out of thredUP’s control or cannot be reasonably predicted. Historically, these items have included, but are not limited to, depreciation and amortization, stock-based compensation expense, change in fair value of convertible preferred stock warrant liability and provision for income taxes. Accordingly, a reconciliation for Adjusted EBITDA in order to calculate forward-looking Adjusted EBITDA margin is not available without unreasonable effort. However, for the first quarter of 2023 and full year 2023, depreciation and amortization is expected to be $4.3 million and $19.9 million, respectively. In addition, for the first quarter of 2023 and full year 2023, stock-based compensation expense is expected to be $8.8 million and $38.8 million, respectively. These items are uncertain, depend on various factors, and could result in projected net loss attributable to common stockholders being materially less than is indicated by the currently estimated Adjusted EBITDA margin.
10
Document
Exhibit 99.2
ThredUp Inc.
Fourth Quarter and Full Year 2022 Supplemental Financials
Key Financial Metrics for the Quarter
•Revenue of $71.3 million
◦vs. $72.9 million in 4Q21
◦Decline of 2.1% YoY
•Gross profit of $45.0 million
◦vs. $48.2 million in 4Q21
◦Decline of 6.7% YoY
•Gross margin of 63.1%
◦vs. 66.1% in 4Q21
•GAAP net loss attributable to common stockholders of $19.5 million
◦vs. net loss attributable to common stockholders of $17.9 million in 4Q21
•Adjusted EBITDA loss of $5.8 million
◦vs. loss of $10.5 million in 4Q21
•Adjusted EBITDA loss margin of 8.2%
◦vs. loss margin of 14.5% in 4Q21
•Cash, cash equivalents, restricted cash and short-term marketable securities were $111.0 million at the quarter end
•Total quarter Active Buyers of 1.651 million
◦vs. 1.691 million in 4Q21
◦Decline of 2.4% YoY
•Total Orders of 1.545 million
◦vs. 1.683 million in 4Q21
◦Decline of 8.2% YoY
Key Financial Metrics for the Full Year 2022
•Revenue of $288.4 million
◦vs. $251.8 million in FY 2021
◦Growth of 14.5% YoY
•Gross profit of $192.3 million
◦vs. $178.1 million in FY 2021
◦Growth of 8.0% YoY
•Gross margin of 66.7%
◦vs. 70.7% in FY 2021
•GAAP net loss attributable to common stockholders of $92.3 million
◦vs. net loss attributable to common stockholders of $63.2 million in FY 2021
•Adjusted EBITDA loss of $43.4 million
◦vs. loss of $36.5 million in FY 2021
•Adjusted EBITDA loss margin of 15.0%
◦vs. loss margin of 14.5% in FY 2021
•Total Orders of 6.507 million
◦vs. 5.328 million in FY2021
◦Growth of 22.1% YoY
Conference Call and Webcast
•The live and archived webcast and all related earnings materials will be available at thredUP’s investor relations website: ir.thredup.com/news-events/events-and-presentations.
Financial Outlook
For first quarter 2023, thredUP expects:
•Revenue in the range of $71 million to $73 million
•Gross margin in the range of 66.0% to 68.0%
•Adjusted EBITDA loss margin in the range of 12.0% to 10.0%
•Depreciation and amortization of approximately $4.3 million
•Stock-based compensation of approximately $8.8 million
•Weighted-average shares of approximately 102 million
For fiscal year 2023, thredUP expects:
•Revenue in the range of $310 million to $320 million
•Gross margin in the range of 66.0% to 68.0%
•Adjusted EBITDA loss margin in the range of 8.0% to 6.0%
•Depreciation and amortization of approximately $19.9 million
•Stock-based compensation of approximately $38.8 million
•Weighted-average shares of approximately 105 million
| ThredUp Inc. | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Condensed Consolidated Statements of Operations | ||||||||||||||||||||||||
| (in thousands, except percentages, unaudited) | ||||||||||||||||||||||||
| Three Months Ended | March 31,<br>2021 | June 30,<br>2021 | September 30,<br>2021 | December 31,<br>2021 | March 31,<br>2022 | June 30,<br>2022 | September 30,<br>2022 | December 31,<br>2022 | ||||||||||||||||
| Revenue: | ||||||||||||||||||||||||
| Consignment | $ | 44,688 | $ | 48,597 | $ | 48,071 | $ | 44,758 | $ | 47,435 | $ | 48,536 | $ | 41,553 | $ | 37,470 | ||||||||
| Product | 10,992 | 11,362 | 15,203 | 28,121 | 25,260 | 27,885 | 26,392 | 33,848 | ||||||||||||||||
| Total revenue | 55,680 | 59,959 | 63,274 | 72,879 | 72,695 | 76,421 | 67,945 | 71,318 | ||||||||||||||||
| Cost of revenue: | ||||||||||||||||||||||||
| Consignment | 10,832 | 10,687 | 10,080 | 10,257 | 10,049 | 10,218 | 9,087 | 7,661 | ||||||||||||||||
| Product | 5,130 | 5,140 | 7,100 | 14,434 | 12,418 | 13,555 | 14,362 | 18,691 | ||||||||||||||||
| Total cost of revenue | 15,962 | 15,827 | 17,180 | 24,691 | 22,467 | 23,773 | 23,449 | 26,352 | ||||||||||||||||
| Gross profit | 39,718 | 44,132 | 46,094 | 48,188 | 50,228 | 52,648 | 44,496 | 44,966 | ||||||||||||||||
| Gross margin % of revenue | 71.3 | % | 73.6 | % | 72.8 | % | 66.1 | % | 69.1 | % | 68.9 | % | 65.5 | % | 63.1 | % | ||||||||
| Operating expenses: | ||||||||||||||||||||||||
| Operations, product and technology | 28,312 | 31,062 | 32,081 | 36,624 | 39,161 | 43,961 | 38,702 | 33,818 | ||||||||||||||||
| Marketing | 15,446 | 15,957 | 16,941 | 15,281 | 16,978 | 19,640 | 14,752 | 12,999 | ||||||||||||||||
| Sales, general and administrative | 10,638 | 10,999 | 12,569 | 14,608 | 14,664 | 17,380 | 15,232 | 14,538 | ||||||||||||||||
| Total operating expenses | 54,396 | 58,018 | 61,591 | 66,513 | 70,803 | 80,981 | 68,686 | 61,355 | ||||||||||||||||
| Operating expenses % of revenue | 97.7 | % | 96.8 | % | 97.3 | % | 91.3 | % | 97.4 | % | 106.0 | % | 101.1 | % | 86.0 | % | ||||||||
| Operating loss | (14,678) | (13,886) | (15,497) | (18,325) | (20,575) | (28,333) | (24,190) | (16,389) | ||||||||||||||||
| Operating loss % of revenue | (26.4) | % | (23.2) | % | (24.5) | % | (25.1) | % | (28.3) | % | (37.1) | % | (35.6) | % | (23.0) | % | ||||||||
| Interest and other expense (income), net | 1,466 | 480 | (799) | (437) | 120 | 57 | (521) | 3,106 | ||||||||||||||||
| Loss before provision for income taxes | (16,144) | (14,366) | (14,698) | (17,888) | (20,695) | (28,390) | (23,669) | (19,495) | ||||||||||||||||
| Provision for income taxes | 27 | 13 | 17 | 23 | 13 | 9 | 9 | 4 | ||||||||||||||||
| Net loss attributable to common stockholders | $ | (16,171) | $ | (14,379) | $ | (14,715) | $ | (17,911) | $ | (20,708) | $ | (28,399) | $ | (23,678) | $ | (19,499) | ||||||||
| Net loss attributable to common stockholders margin | (29.0) | % | (24.0) | % | (23.3) | % | (24.6) | % | (28.5) | % | (37.2) | % | (34.8) | % | (27.3) | % | ||||||||
| ThredUp Inc. | ||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Adjusted EBITDA Reconciliation | ||||||||||||||||||||||||
| (in thousands, except percentages, unaudited) | ||||||||||||||||||||||||
| Three Months Ended | March 31,<br>2021 | June 30,<br>2021 | September 30,<br>2021 | December 31,<br>2021 | March 31,<br>2022 | June 30,<br>2022 | September 30,<br>2022 | December 31,<br>2022 | ||||||||||||||||
| GAAP net loss attributable to common stockholders, as reported | $ | (16,171) | $ | (14,379) | $ | (14,715) | $ | (17,911) | $ | (20,708) | $ | (28,399) | $ | (23,678) | $ | (19,499) | ||||||||
| Interest expense | 559 | 573 | 619 | 524 | 423 | 238 | 103 | 41 | ||||||||||||||||
| Provision for income taxes | 27 | 13 | 17 | 23 | 13 | 9 | 9 | 4 | ||||||||||||||||
| Depreciation and amortization | 2,038 | 1,861 | 2,248 | 3,008 | 3,271 | 3,407 | 3,539 | 3,816 | ||||||||||||||||
| Stock-based compensation expense | 3,498 | 2,896 | 2,995 | 3,570 | 3,523 | 10,058 | 7,177 | 6,059 | ||||||||||||||||
| Acquisition and offering-related expenses | — | — | 1,020 | 251 | 204 | 70 | — | — | ||||||||||||||||
| Restructuring charges | — | — | — | — | 311 | 1,076 | 1,809 | (14) | ||||||||||||||||
| Impairment of non-marketable equity investment | — | — | — | — | — | — | — | 3,750 | ||||||||||||||||
| Change in fair value of convertible preferred stock warrant liability | 930 | — | — | — | — | — | — | — | ||||||||||||||||
| Non-GAAP adjusted EBITDA loss | $ | (9,119) | $ | (9,036) | $ | (7,816) | $ | (10,535) | $ | (12,963) | $ | (13,541) | $ | (11,041) | $ | (5,843) | ||||||||
| Non-GAAP adjusted EBITDA loss margin | (16.4) | % | (15.1) | % | (12.4) | % | (14.5) | % | (17.8) | % | (17.7) | % | (16.2) | % | (8.2) | % | ||||||||
| ThredUp Inc. | ||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses | ||||||||||||||||||||||||
| (in thousands, except percentages, unaudited) | ||||||||||||||||||||||||
| Three Months Ended | March 31,<br>2021 | June 30,<br>2021 | September 30,<br>2021 | December 31,<br>2021 | March 31,<br>2022 | June 30,<br>2022 | September 30,<br>2022 | December 31,<br>2022 | ||||||||||||||||
| Operations, product and technology | $ | 28,312 | $ | 31,062 | $ | 32,081 | $ | 36,624 | $ | 39,161 | $ | 43,961 | $ | 38,702 | $ | 33,818 | ||||||||
| Marketing | 15,446 | 15,957 | 16,941 | 15,281 | 16,978 | 19,640 | 14,752 | 12,999 | ||||||||||||||||
| Selling, general and administrative | 10,638 | 10,999 | 12,569 | 14,608 | 14,664 | 17,380 | 15,232 | 14,538 | ||||||||||||||||
| Total operating expenses | 54,396 | 58,018 | 61,591 | 66,513 | 70,803 | 80,981 | 68,686 | 61,355 | ||||||||||||||||
| Less: Stock-based compensation expense | (3,498) | (2,896) | (2,995) | (3,570) | (3,523) | (10,058) | (7,177) | (6,059) | ||||||||||||||||
| Total non-GAAP adjusted operating expenses | $ | 50,898 | $ | 55,122 | $ | 58,596 | $ | 62,943 | $ | 67,280 | $ | 70,923 | $ | 61,509 | $ | 55,296 | ||||||||
| Non-GAAP adjusted operating expenses % of revenue | 91.4 | % | 91.9 | % | 92.6 | % | 86.4 | % | 92.6 | % | 92.8 | % | 90.5 | % | 77.5 | % | ||||||||
| ThredUp Inc. | ||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||
| Stock-Based Compensation Expense Details | ||||||||||||||||||||||||
| (in thousands, unaudited) | ||||||||||||||||||||||||
| Three Months Ended | March 31,<br>2021 | June 30,<br>2021 | September 30,<br>2021 | December 31,<br>2021 | March 31,<br>2022 | June 30,<br>2022 | September 30,<br>2022 | December 31,<br>2022 | ||||||||||||||||
| Operations, product and technology | $ | 1,350 | $ | 984 | $ | 1,024 | $ | 883 | $ | 1,392 | $ | 3,970 | $ | 2,480 | $ | 2,193 | ||||||||
| Marketing | 437 | 289 | 341 | 338 | 333 | 1,226 | 818 | 767 | ||||||||||||||||
| Selling, general and administrative | 1,711 | 1,623 | 1,630 | 2,349 | 1,798 | 4,862 | 3,879 | 3,099 | ||||||||||||||||
| Total stock-based compensation expense | $ | 3,498 | $ | 2,896 | $ | 2,995 | $ | 3,570 | $ | 3,523 | $ | 10,058 | $ | 7,177 | $ | 6,059 | ||||||||
| ThredUp Inc. | ||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||||||
| Condensed Consolidated Balance Sheets | ||||||||||||||||||||||||
| (in thousands, unaudited) | ||||||||||||||||||||||||
| March 31,<br>2022 | June 30,<br>2022 | September 30,<br>2022 | December 31,<br>2022 | |||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||
| Current assets: | ||||||||||||||||||||||||
| Cash and cash equivalents | $ | 68,597 | $ | 52,197 | $ | 36,713 | $ | 38,029 | ||||||||||||||||
| Marketable securities | 115,189 | 96,326 | 86,501 | 66,902 | ||||||||||||||||||||
| Accounts receivable, net | 2,971 | 3,368 | 3,175 | 4,669 | ||||||||||||||||||||
| Inventory | 12,025 | 13,941 | 15,003 | 17,519 | ||||||||||||||||||||
| Other current assets | 9,634 | 11,862 | 10,126 | 7,076 | ||||||||||||||||||||
| Total current assets | 208,416 | 177,694 | 151,518 | 134,195 | ||||||||||||||||||||
| Operating lease right-of-use assets | 42,937 | 49,420 | 46,760 | 46,153 | ||||||||||||||||||||
| Property and equipment, net | 73,132 | 84,045 | 89,529 | 92,482 | ||||||||||||||||||||
| Goodwill | 12,043 | 11,312 | 10,645 | 11,592 | ||||||||||||||||||||
| Intangible assets | 12,942 | 11,522 | 10,242 | 10,499 | ||||||||||||||||||||
| Other assets | 11,558 | 11,905 | 10,896 | 7,027 | ||||||||||||||||||||
| Total assets | $ | 361,028 | $ | 345,898 | $ | 319,590 | $ | 301,948 | ||||||||||||||||
| Liabilities and Stockholders’ Equity: | ||||||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||||||
| Accounts payable | $ | 19,529 | $ | 16,183 | $ | 8,642 | $ | 7,800 | ||||||||||||||||
| Accrued and other current liabilities | 50,970 | 48,590 | 53,365 | 50,155 | ||||||||||||||||||||
| Seller payable | 20,640 | 22,564 | 18,690 | 16,166 | ||||||||||||||||||||
| Operating lease liabilities, current | 4,433 | 5,014 | 4,931 | 6,413 | ||||||||||||||||||||
| Current portion of long-term debt | 7,780 | 7,791 | 3,881 | 3,879 | ||||||||||||||||||||
| Total current liabilities | 103,352 | 100,142 | 89,509 | 84,413 | ||||||||||||||||||||
| Operating lease liabilities, non-current | 42,030 | 51,497 | 50,623 | 48,727 | ||||||||||||||||||||
| Long-term debt, net of current portion | 25,634 | 23,705 | 26,859 | 25,788 | ||||||||||||||||||||
| Other non-current liabilities | 2,324 | 2,625 | 2,904 | 3,019 | ||||||||||||||||||||
| Total liabilities | 173,340 | 177,969 | 169,895 | 161,947 | ||||||||||||||||||||
| Commitments and contingencies | ||||||||||||||||||||||||
| Stockholders’ equity: | ||||||||||||||||||||||||
| Common stock | 10 | 10 | 10 | 10 | ||||||||||||||||||||
| Additional paid-in capital | 526,533 | 537,760 | 545,449 | 551,852 | ||||||||||||||||||||
| Accumulated other comprehensive loss | (2,804) | (5,391) | (7,636) | (4,234) | ||||||||||||||||||||
| Accumulated deficit | (336,051) | (364,450) | (388,128) | (407,627) | ||||||||||||||||||||
| Total stockholders’ equity | 187,688 | 167,929 | 149,695 | 140,001 | ||||||||||||||||||||
| Total liabilities and stockholders’ equity | $ | 361,028 | $ | 345,898 | $ | 319,590 | $ | 301,948 | ||||||||||||||||
| ThredUp Inc. | ||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||||||
| Condensed Consolidated Statements of Cash Flows | ||||||||||||||||||||||||
| (in thousands, unaudited) | ||||||||||||||||||||||||
| Three Months Ended | March 31,<br>2022 | June 30,<br>2022 | September 30,<br>2022 | December 31,<br>2022 | ||||||||||||||||||||
| Cash flows from operating activities: | ||||||||||||||||||||||||
| Net loss attributable to common stockholders | $ | (20,708) | $ | (28,399) | $ | (23,678) | $ | (19,499) | ||||||||||||||||
| Adjustments to reconcile net loss attributable to common stockholders to net cash used in operating activities: | ||||||||||||||||||||||||
| Depreciation and amortization | 3,271 | 3,407 | 3,539 | 3,816 | ||||||||||||||||||||
| Stock-based compensation expense | 3,523 | 10,058 | 7,177 | 6,059 | ||||||||||||||||||||
| Reduction in carrying amount of right-of-use assets | 1,398 | 1,507 | 1,915 | 1,653 | ||||||||||||||||||||
| Other | 481 | 657 | 271 | 4,184 | ||||||||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||||||||||||
| Accounts receivable, net | 1,143 | (461) | 113 | (1,325) | ||||||||||||||||||||
| Inventory | (2,313) | (2,390) | (1,519) | (1,664) | ||||||||||||||||||||
| Other current and non-current assets | (2,162) | (2,637) | 3,067 | 2,625 | ||||||||||||||||||||
| Accounts payable | 1,601 | 353 | (4,954) | (985) | ||||||||||||||||||||
| Accrued and other current liabilities | 4,912 | (4,163) | 6,169 | (5,166) | ||||||||||||||||||||
| Seller payable | 1,521 | 1,944 | (3,845) | (2,565) | ||||||||||||||||||||
| Operating lease liabilities | 539 | 2,063 | (206) | (1,472) | ||||||||||||||||||||
| Other non-current liabilities | 115 | (95) | (153) | (827) | ||||||||||||||||||||
| Net cash used in operating activities | (6,679) | (18,156) | (12,104) | (15,166) | ||||||||||||||||||||
| Cash flows from investing activities: | ||||||||||||||||||||||||
| Purchases of marketable securities | — | (3,475) | — | — | ||||||||||||||||||||
| Maturities of marketable securities | 4,726 | 21,568 | 9,536 | 19,820 | ||||||||||||||||||||
| Purchases of property and equipment, net | (12,638) | (14,945) | (11,733) | (3,935) | ||||||||||||||||||||
| Net cash provided by (used in) investing activities | (7,912) | 3,148 | (2,197) | 15,885 | ||||||||||||||||||||
| Cash flows from financing activities: | ||||||||||||||||||||||||
| Proceeds from debt, net of discount | — | — | 491 | (100) | ||||||||||||||||||||
| Repayment of debt | (2,000) | (2,000) | (1,333) | (1,000) | ||||||||||||||||||||
| Proceeds from exercise of stock options and employee stock purchase plan | 965 | 2,182 | 731 | 324 | ||||||||||||||||||||
| Tax withholding related to vesting of restricted stock units | (156) | (1,323) | (479) | (238) | ||||||||||||||||||||
| Net cash used in financing activities | (1,191) | (1,141) | (590) | (1,014) | ||||||||||||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (172) | (349) | (397) | 246 | ||||||||||||||||||||
| Net change in cash, cash equivalents and restricted cash | (15,954) | (16,498) | (15,288) | (49) | ||||||||||||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 91,840 | 75,886 | 59,388 | 44,100 | ||||||||||||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 75,886 | $ | 59,388 | $ | 44,100 | $ | 44,051 |
Investors
ir@thredup.com
Media
media@thredup.com
About thredUP
thredUP is transforming resale with technology and a mission to inspire a new generation of consumers to think secondhand first. By making it easy to buy and sell secondhand, thredUP has become one of the world's largest online resale platforms for women's and kids' apparel, shoes and accessories. Sellers love thredUP because we make it easy to clean out their closets and unlock value for themselves or for the charity of their choice while doing good for the planet. Buyers love shopping value, premium and luxury brands all in one place, at up to 90% off estimated retail price. Our proprietary operating platform is the foundation for our managed marketplace and consists of distributed processing infrastructure, proprietary software and systems and data science expertise. With thredUP's Resale-as-a-Service, some of the world's leading brands and retailers are leveraging our platform to deliver customizable, scalable resale experiences to their customers. thredUP has processed over 137 million unique secondhand items from 55,000 brands across 100 categories. By extending the life cycle of clothing, thredUP is changing the way consumers shop and ushering in a more sustainable future for the fashion industry.
Forward-Looking Statements
This financial supplement contains forward-looking statements within the meaning of the federal securities laws, which are statements that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements in this financial supplement include, but are not limited to, guidance on financial results for the first quarter and full year of 2023; statements about future operating results and our long term growth; the momentum of our business; the growth rates in the markets in which we compete; the impact of the COVID-19 pandemic and its varied social and macroeconomic consequences, inflationary pressures, increased interest rates and general global economic uncertainty on consumer behavior and our business; our investments in technology and infrastructure; our ability to successfully integrate and realize the benefits of our past or future strategic acquisitions, investments or restructuring activities; the success and expansion of our RaaS® model and the timing and plans for future RaaS® clients; and our ability to attract new Active Buyers.
More information on these risks and other potential factors that could affect the Company’s business, reputation, results of operations, financial condition, and stock price is included in the Company’s filings with the Securities and Exchange Commission (“SEC”), including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. The forward-looking statements in this financial supplement are based on information available to us as of the date hereof, and we disclaim any obligation to update any forward-looking statements, except as required by law. These forward-looking statements should not be relied upon as representing thredUP’s views as of any date subsequent to the date of this financial supplement.
Additional information regarding these and other factors that could affect thredUP's results is included in thredUP’s SEC filings, which may be obtained by visiting our Investor Relations website at ir.thredup.com or the SEC's website at www.sec.gov.
Operating Metrics
An Active Buyer is a thredUP buyer who has made at least one purchase in the last twelve months. A thredUP buyer is a customer who has created an account or purchased in our marketplaces, including through our RaaS® clients. A thredUP buyer is identified by a unique email address and a single person could have multiple thredUP accounts and count as multiple Active Buyers.
Orders are defined as the total number of orders placed by buyers across our marketplaces, including through our RaaS® clients, in a given period, net of cancellations.
Non-GAAP Financial Measures
This financial supplement and the accompanying tables contain non-GAAP financial measures: Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted operating expenses. In addition to our results determined in accordance with GAAP, we believe that Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted operating expenses, non-GAAP measures, are useful in evaluating our operating performance. We use Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted operating expenses to evaluate and assess our operating performance and the operating leverage in our business, and for internal planning and forecasting purposes. We believe that Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted operating expenses, when taken collectively with our GAAP results, may be helpful to investors because they provide consistency and comparability with past financial performance and assist in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results. Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted operating expenses are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly-titled non-GAAP measures used by other companies.
A reconciliation is provided above for Adjusted EBITDA to net loss attributable to common stockholders and Adjusted operating expenses to reported operating expenses, the most directly comparable financial measures stated in accordance with GAAP. We calculate Adjusted EBITDA as net loss attributable to common stockholders adjusted to exclude, where applicable in a given period, stock-based compensation expense, depreciation and amortization, impairment of non-marketable equity investment, restructuring charges, interest expense, acquisition-related expenses, provision for income taxes, change in fair value of convertible preferred stock warrant liability. We calculate Adjusted operating expenses as operating expenses adjusted to exclude stock-based compensation expense.
Investors are encouraged to review our results determined in accordance with GAAP and the reconciliation of Adjusted EBITDA to net loss attributable to common stockholders and Adjusted operating expenses to operating expenses. thredUP is not providing a quantitative reconciliation of forward-looking guidance of Adjusted EBITDA to net loss attributable to common stockholders or Adjusted operating expenses to operating expenses because certain items are out of thredUP’s control or cannot be reasonably predicted. Historically, these items have included, but are not limited to, depreciation and amortization, stock-based compensation expense, change in fair value of convertible preferred stock warrant liability and provision for income taxes. Accordingly, a reconciliation for Adjusted EBITDA in order to calculate forward-looking Adjusted EBITDA margin is not available without unreasonable effort. However, for the first quarter of 2023 and full year 2023, depreciation and amortization is expected to be $4.3 million and $19.9 million, respectively. In addition, for the first quarter of 2023 and full year 2023, stock-based compensation expense is expected to be $8.8 million and $38.8 million, respectively. These items are uncertain, depend on various factors, and could result in projected net loss attributable to common stockholders being materially less than is indicated by the currently estimated Adjusted EBITDA margin.
9