Document

Key Financial Metrics for the Quarter

•Record revenue of $60 million

•vs. $47.3 million in Q2’FY 2020

•Growth of 26.7% Y/Y

•Record gross profit of $44.1 million

•vs. $33 million in Q2’FY 2020

•Growth of 33.7% Y/Y

•Record gross margin of 73.6%

•vs. 69.7% in Q2’FY 2020

•Four points of expansion Y/Y

•GAAP net loss of $14.4 million

•vs. $6.7 million loss in Q2’FY 2020

•Adjusted EBITDA loss of $9 million

•vs. $3.3 million loss in Q2’FY 2020

•Adjusted EBITDA margin loss of 15.1%

•vs. loss of 6.9% in Q2’FY 2020

•Cash, cash equivalents, restricted cash and short-term marketable securities were $233.5 million at the quarter end

•Total quarter Active Buyers of 1.34 million

•vs. 1.24 million in Q2’FY 2020

•An increase of 8% Y/Y

•Total Orders of 1.22 million

•vs. 998,000 in Q2’FY 2020

•An increase of 22% Y/Y

Conference Call and Webcast

•The live call is accessible in the U.S and Canada at +1 800-437-2398 (code 2633061) and outside of the U.S. and Canada at +1 323-289-6576 (code 2633061)

•The live and archived webcast and all related earnings materials will be available at thredUP’s investor relations website: ir.thredup.com

Business Outlook

(not pro-forma for planned Remix acquisition)

For third quarter 2021, thredUP expects:

•Revenue in the range of $60 million to $62 million

•Gross margin in the range of 71.5% to 72.5%

•Adjusted EBITDA margin loss in the range of 19% to 17%

•Depreciation and amortization of approximately $1.9 million

•Stock-based compensation of approximately $2.9 million

•Weighted-average shares of approximately 97 million

For fiscal year 2021, thredUP expects:

•Revenue in the range of $236 million to $241 million

•Gross margin in the range of 71.5% to 72.5%

•Adjusted EBITDA margin loss in the range of 16% to 14.5%

•Depreciation and amortization of approximately $7.7 million

•Stock-based compensation of approximately $12.3 million

•Weighted-average shares of approximately 77 million


ThredUp Inc.
Condensed Consolidated Income Statements
(in thousands, unaudited)
Three Months Ended	June 30, 2019			September 30, 2019			December 31, 2019			March 31, 2020			June 30, 2020			September 30, 2020			December 31, 2020			March 31, 2021			June 30, 2021
Revenue:
Consignment revenue	$	22,000		$	27,338		$	32,026		$	35,314		$	34,914		$	33,657		$	34,211		$	44,688		$	48,597
Product revenue	18,118			18,612			12,611			13,001			12,421			13,275			9,222			10,992			11,362
Total revenue	40,118			45,950			44,637			48,315			47,335			46,932			43,433			55,680			59,959
Cost of revenue:
Cost of consignment revenue	5,119			5,837			7,599			8,816			8,297			7,984			9,087			10,832			10,687
Cost of product revenue	7,402			7,579			5,660			6,873			6,027			6,172			4,611			5,130			5,140
Total cost of revenue	12,521			13,416			13,259			15,689			14,324			14,156			13,698			15,962			15,827
Gross profit	27,597			32,534			31,378			32,626			33,011			32,776			29,735			39,718			44,132
Gross margin % of revenue	68.8		%	70.8		%	70.3		%	67.5		%	69.7		%	69.8		%	68.5		%	71.3		%	73.6		%
Operating expenses
Operations, product and technology	19,270			20,831			25,580			25,475			22,149			25,856			27,928			28,312			31,062
Marketing	9,499			13,557			12,674			13,001			10,898			10,614			10,252			15,446			15,957
Sales, general and administrative	5,018			5,199			7,971			7,433			6,438			6,891			7,802			10,638			10,999
Total operating expenses	33,787			39,587			46,225			45,909			39,485			43,361			45,982			54,396			58,018
Operating expenses % of revenue	84.2		%	86.2		%	103.6		%	95.0		%	83.4		%	92.4		%	105.9		%	97.7		%	96.8		%
Operating income (loss)	(6,190)			(7,053)			(14,847)			(13,283)			(6,474)			(10,585)			(16,247)			(14,678)			(13,886)
Operating loss % of revenue	(15.4)		%	(15.3)		%	(33.3)		%	(27.5)		%	(13.7)		%	(22.6)		%	(37.4)		%	(26.4)		%	(23.2)		%

Interest and other (expense) income, net	(399)			(191)			(94)			68			(183)			(419)			(698)			(1,466)			(480)
Income (loss) before provision for income taxes	(6,589)			(7,244)			(14,941)			(13,215)			(6,657)			(11,004)			(16,945)			(16,144)			(14,366)
Provision for (benefit from) income taxes	—			—			36			—			—			—			56			27			13
Net income (loss)	$	(6,589)		$	(7,244)		$	(14,977)		$	(13,215)		$	(6,657)		$	(11,004)		$	(17,001)		$	(16,171)		$	(14,379)
Net income margin %	(16.4)		%	(15.8)		%	(33.6)		%	(27.4)		%	(14.1)		%	(23.4)		%	(39.1)		%	(29.0)		%	(24.0)		%


ThredUp Inc.
Adjusted EBITDA Reconciliation
(in thousands, unaudited)
Three Months Ended	June 30, 2019			September 30, 2019			December 31, 2019			March 31, 2020			June 30, 2020			September 30, 2020			December 31, 2020			March 31, 2021			June 30, 2021
Adjusted EBITDA reconciliation
Net income (loss)	$	(6,589)		$	(7,244)		$	(14,977)		$	(13,215)		$	(6,657)		$	(11,004)		$	(17,001)		$	(16,171)		$	(14,379)
Add (deduct):
Depreciation and amortization	1,076			1,044			1,090			1,245			1,198			1,425			1,713			2,038			1,861
Stock-based compensation expense	938			941			5,118			1,442			1,966			1,649			2,279			3,498			2,896
Interest expense	388			379			365			273			224			368			440			559			573
Change in value of preferred stock warrant	18			(3)			(3)			(172)			(1)			89			285			930			—
Loss on extinguishment of debt	—			—			—			—			—			—			—			—			—
Provision for income taxes	—			—			36			—			—			—			56			27			13
Adjusted EBITDA	$	(4,169)		$	(4,883)		$	(8,371)		$	(10,427)		$	(3,270)		$	(7,473)		$	(12,228)		$	(9,119)		$	(9,036)
Adjusted EBITDA margin %	(10.4)		%	(10.6)		%	(18.8)		%	(21.6)		%	(6.9)		%	(15.9)		%	(28.2)		%	(16.4)		%	(15.1)		%


ThredUp Inc.
Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses
(in thousands, unaudited)
Three Months Ended	June 30, 2019			September 30, 2019			December 31, 2019			March 31, 2020			June 30, 2020			September 30, 2020			December 31, 2020			March 31, 2021			June 30, 2021
Operations, product and technology	$	19,270		$	20,831		$	25,580		$	25,475		$	22,149		$	25,856		$	27,928		$	28,312		$	31,062
Marketing	9,499			13,557			12,674			13,001			10,898			10,614			10,252			15,446			15,957
Sales, general and administrative	5,018			5,199			7,971			7,433			6,438			6,891			7,802			10,638			10,999
Total operating expenses	33,787			39,587			46,225			45,909			39,485			43,361			45,982			54,396			58,018
Less: Total stock based compensation	938			941			5,118			1,442			1,966			1,649			2,279			3,498			2,896
Total non-GAAP operating expenses	$	32,849		$	38,646		$	41,107		$	44,467		$	37,519		$	41,712		$	43,703		$	50,898		$	55,122
Non-GAAP operating expenses as a % of revenue	81.9		%	84.1		%	92.1		%	92.0		%	79.3		%	88.9		%	100.6		%	91.4		%	91.9		%


ThredUp Inc.
Stock Based Compensation Details
(in thousands, unaudited)
Three Months Ended	June 30, 2019		September 30, 2019		December 31, 2019		March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021		June 30, 2021
Stock Based Compensation
Operations, product and technology	$	480	$	486	$	2,479	$	715	$	870	$	987	$	1,167	$	1,350	$	984
Marketing	137		142		687		174		283		278		332		437		289
Sales, general and administrative	321		313		1,952		553		813		384		780		1,711		1,623
Total	$	938	$	941	$	5,118	$	1,442	$	1,966	$	1,649	$	2,279	$	3,498	$	2,896


ThredUp Inc.
Condensed Consolidated Balance Sheets
(in thousands, unaudited)
	June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021		June 30, 2021
Assets
Current assets
Cash and cash equivalents	$	79,827	$	78,760	$	64,485	$	246,514	$	173,058
Marketable securities	—		—		—		—		57,382
Accounts receivable, net	2,178		1,020		1,823		1,726		1,545
Inventory, net	3,328		3,862		3,519		3,482		4,362
Other current assets	2,688		4,257		5,332		3,168		6,425
Total current assets	88,021		87,899		75,159		254,890		242,772
Operating lease right-of-use assets	25,408		24,808		23,656		22,338		21,272
Property and equipment, net	34,187		37,900		41,131		43,562		45,490
Other assets	3,496		3,144		2,965		2,980		2,837
Total assets	$	151,112	$	153,751	$	142,911	$	323,770	$	312,371

Liabilities and Stockholder's Equity
Current liabilities
Accounts payable	$	10,785	$	11,893	$	9,386	$	14,540	$	11,359
Accrued and other current liabilities	28,161		30,883		32,541		37,720		39,515
Seller payable	12,385		13,340		13,724		15,194		16,709
Operating lease liabilities, current	3,432		3,838		3,643		3,095		2,845
Current portion of long-term debt	—		1,318		3,270		5,736		7,746
Total current liabilities	54,763		61,272		62,564		76,285		78,174
Operating lease liabilities, non-current	23,213		22,352		21,574		20,811		20,029
Long-term debt	24,525		28,217		31,190		33,320		31,393
Non-current liabilities	1,734		2,684		2,719		1,927		1,937
Total liabilities	104,235		114,525		118,047		132,343		131,533
Convertible preferred stock	246,905		247,041		247,041		—		—
Common stock	1		1		1		9		9
Additional paid in capital	24,133		27,350		29,989		459,756		463,582
Accumulated other comprehensive loss	—		—		—		—		(36)
Accumulated deficit	(224,162)		(235,166)		(252,167)		(268,338)		(282,717)
Total stockholder's (deficit) equity	(200,028)		(207,815)		(222,177)		191,427		180,838
Total liabilities and stockholder's equity	$	151,112	$	153,751	$	142,911	$	323,770	$	312,371


ThredUp Inc.
Condensed Consolidated Cash Flows
(in thousands, unaudited)
Three Months Ended	June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021		June 30, 2021
Cash flows from operating activities
Net loss	$	(6,657)	$	(11,004)	$	(17,001)	$	(16,171)	$	(14,379)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	1,198		1,425		1,713		2,038		1,861
Stock-based compensation expense	1,966		1,649		2,279		3,498		2,896
Reduction of the carrying amount of right-of-use assets	992		1,017		1,152		1,318		1,066
Changes in fair value of convertible preferred stock warrants and others	119		173		395		1,048		131
Changes in operating assets and liabilities:
Accounts receivable, net	212		1,158		(803)		97		181
Inventory, net	514		(534)		343		37		(880)
Other current and non-current assets	2,113		(312)		208		(457)		(2,907)
Accounts payable	5,239		(332)		(2,560)		4,722		(2,006)
Accrued and other current liabilities	121		2,340		930		4,784		3,387
Seller payable	1,850		955		384		1,470		1,515
Operating lease liabilities	(793)		(872)		(973)		(1,311)		(1,032)
Other non-current liabilities	761		941		(309)		4		—
Net cash (used in) provided by operating activities	7,635		(3,396)		(14,242)		1,077		(10,167)

Cash flows from investing activities
Purchases of marketable securities	—		—		—		—		(57,418)
Purchase of property and equipment	(6,022)		(3,664)		(5,065)		(4,099)		(4,900)
Net cash used in investing activity	(6,022)		(3,664)		(5,065)		(4,099)		(62,318)

Cash flows from financing activities
Proceeds from debt issuances, net of issuance costs	8,427		5,000		4,925		4,625		—
Repayment of debt	(476)		—		—		—		—
Proceeds from issuance of Class A common stock upon initial public offering, net of underwriting discounts and commissions	—		—		—		180,284		—
Proceeds from exercise of common stock options and withholding taxes for the net share settlement of restricted stock units	232		1,568		360		1,875		930
Payment of costs for the initial public offering	—		(570)		(466)		(1,733)		(1,900)
Net cash (used in) provided by financing activities	8,183		5,998		4,819		185,051		(970)

Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents	9,796		(1,062)		(14,488)		182,029		(73,455)
Cash, cash equivalents and restricted cash and cash equivalents
Beginning of period	73,293		83,089		82,027		67,539		249,568
End of period	$	83,089	$	82,027	$	67,539	$	249,568	$	176,113

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 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. In 2018, we extended our platform with thredUP's Resale-As-A-Service (RaaSⓇ), which facilitates modern resale for a number of the world's leading brands and retailers. thredUP has processed over 125 million unique secondhand items from 35,000 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.

This presentation 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 presentation include, but are not limited to, guidance on financial results for the second quarter and full year of 2021; 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 on consumer behavior and our business; our investments in technology and infrastructure; our expectations regarding the timing, consideration, terms and benefits of the acquisition of Remix; the success of our RaaS model and the timing and plans for future RaaS clients; and our ability to attract new Active Buyers.

The forward-looking statements contained in this presentation are also subject to other risks and uncertainties, including those more fully described in our filings with the Securities and Exchange Commission (“SEC”), including in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations'' in the final prospectus for our initial public offering filed on March 26, 2021 and in our most recent Quarterly Reports on Form 10-Q. The forward-looking statements in this presentation 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

This presentation contains non-GAAP financial measures: Adjusted EBITDA, Adjusted EBITDA margin and non-GAAP operating expenses. In addition to our results determined in accordance with GAAP, we believe that Adjusted EBITDA, Adjusted EBITDA margin and non-GAAP operating expenses, non-GAAP measures, are useful in evaluating our operating performance. We use Adjusted EBITDA, Adjusted EBITDA margin and non-GAAP operating expenses to evaluate and assess our operating performance and the operating leverage in our business, and for internal planning and forecasting purposes. We believe that Adjusted EBITDA, Adjusted EBITDA margin and non-GAAP operating expenses, when taken collectively with our GAAP results, may be helpful to investors because it provides consistency and comparability with past financial performance and assists 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 non-GAAP operating expenses are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP and may be different from a similarly-titled non-GAAP measure used by other companies.

A reconciliation is provided above for Adjusted EBITDA to net loss and non-GAAP operating expenses to total operating expenses, respectively, the most directly comparable financial measures stated in accordance with GAAP. We calculate Adjusted EBITDA as net loss adjusted to exclude, where applicable in a given period, depreciation and amortization, stock-based compensation expense, interest expense, change in fair value of convertible preferred stock warrant liability and provision for income taxes. We calculate non-GAAP operating expenses as total operating expenses less stock-based compensation expenses.

Investors are encouraged to review our results determined in accordance with GAAP and the reconciliation of Adjusted EBITDA to net loss and non-GAAP operating expenses to total operating expenses. thredUP is not providing a quantitative reconciliation of forward-looking guidance of Adjusted EBITDA to net loss because certain items are out of thredUP’s control or cannot be reasonably predicted. Historically, these items have included, but are not limited to, depreciation and amortization, stock-based compensation expense, 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 third quarter of 2021 and full year 2021 depreciation and amortization is expected to be $1.9 million and $7.7 million, respectively. In addition, for the third quarter of 2021 and full year 2021 stock-based compensation expense is expected to be $2.9 million and $12.3 million, respectively. These items are uncertain, depend on various factors, and could result in projected net loss being materially less than is indicated by the currently estimated Adjusted EBITDA margin.