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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-Q
______________________
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2021
OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from  to

Commission file number 001-40249
______________________
ThredUp Inc.
______________________
(Exact name of registrant as specified in its charter)
Delaware
26-4009181
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
969 Broadway, Suite 200
Oakland, CA

94607
(Address of Principal Executive Offices)
(Zip Code)
(415) 402-5202
Registrant's telephone number, including area code
______________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, $0.0001 par value per shareTDUPThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes     No  ☐ 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes     No  ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer  
Smaller reporting company
Emerging growth company
                
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes        No  

The registrant had 52,241,001 shares of Class A common stock, $0.0001 par value per share, and 45,251,139 shares of Class B common stock, $0.0001 par value per share, outstanding as of November 1, 2021.




TABLE OF CONTENTS
Page
i


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are statements that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:
our future financial performance, including our revenue, cost of revenue and operating expenses and our ability to achieve and maintain future profitability;
the sufficiency of our cash, cash equivalents and capital resources to meet our liquidity needs;
our ability to effectively manage or sustain our growth and to effectively expand our operations;
our strategies, plans, objectives and goals, including our expectations regarding future infrastructure investments;
our ability to attract and retain buyers and sellers and the continued impact of network effects as we scale our platform;
our ability to continue to generate revenue from new RaaS offerings that are our future sources of revenue;
trends in our key financial and operating metrics;
our estimated market opportunity;
economic and industry trends, projected growth or trend analysis;
our ability to comply with laws and regulations;
the effect of uncertainties related to the global COVID-19 pandemic and recovery therefrom on U.S. and global economies, our business, results of operations, financial condition, demand for secondhand items, sales cycles and buyer and seller retention;
our ability to remediate our material weakness in our internal control over financial reporting;
our ability to successfully integrate and realize the benefits of our past or future strategic acquisitions or investments; and
the increased expenses associated with being a public company.
You should not rely upon forward-looking statements as predictions of future events. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
ii


The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law.
***
Unless otherwise indicated or unless the context requires otherwise, all references in this document to “thredUP”, “the Company”, “we”, “us”, “our”, or similar references are to ThredUp Inc.
thredUP is one of the world’s largest online resale platforms for women’s and kids’ apparel, shoes and accessories, based primarily on items processed, items sold and the capacity of our distribution centers.
The “estimated retail price” of an item is based on the estimated original retail price of a comparable item of the same quality, construction and material offered elsewhere in new condition. Our estimated original retail prices are set by our team of merchants who periodically monitor market prices for the brands and styles that we offer on our marketplace.
iii


PART I. FINANCIAL INFORMATION.
Item 1.    Financial Statements (Unaudited)
ThredUp Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
(unaudited)
September 30,December 31,
20212020
Assets
Current assets
Cash and cash equivalents$160,912 $64,485 
Marketable securities100,762  
Accounts receivable, net1,895 1,823 
Inventory, net4,106 3,519 
Other current assets7,773 5,332 
Total current assets275,448 75,159 
Operating lease right-of-use assets20,455 23,656 
Property and equipment, net49,451 41,131 
Other assets4,864 2,965 
Total assets$350,218 $142,911 
Liabilities, Convertible Preferred Stock and Stockholders’ Equity
Current liabilities
Accounts payable$8,407 $9,386 
Accrued and other current liabilities46,427 32,541 
Seller payable18,306 13,724 
Operating lease liabilities, current2,757 3,643 
Current portion of long-term debt7,757 3,270 
Total current liabilities83,654 62,564 
Operating lease liabilities, non-current19,225 21,574 
Long-term debt29,478 31,190 
Other non-current liabilities2,187 2,719 
Total liabilities134,544 118,047 
Commitments and contingencies (Note 10)
Convertible preferred stock: $0.0001 par value; 100,000,000 and 68,139,958 shares authorized as of September 30, 2021 and December 31, 2020, respectively; 0 and 65,970,938 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively
 247,041 
Stockholders’ equity:
Class A and B common stock, $0.0001 par value; 1,120,000,000 and 110,000,000 shares authorized as of September 30, 2021 and December 31, 2020, respectively; 97,328,041 and 12,889,760 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively
10 1 
Additional paid-in capital513,124 29,989 
Accumulated other comprehensive loss(28) 
Accumulated deficit(297,432)(252,167)
Total stockholders’ equity (deficit)215,674 (222,177)
Total liabilities, convertible preferred stock and stockholders’ equity$350,218 $142,911 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1


ThredUp Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)
(unaudited)
Three months ended September 30,Nine months ended September 30,
2021202020212020
Revenue:
Consignment$48,071 $33,657 $141,356 $103,885 
Product15,203 13,275 37,557 38,697 
Total revenue63,274 46,932 178,913 142,582 
Cost of revenue:
Consignment10,080 7,984 31,599 25,097 
Product7,100 6,172 17,370 19,072 
Total cost of revenue17,180 14,156 48,969 44,169 
Gross profit46,094 32,776 129,944 98,413 
Operating expenses:
Operations, product and technology32,081 25,856 91,455 73,480 
Marketing16,941 10,614 48,344 34,513 
Sales, general and administrative12,569 6,891 34,206 20,762 
Total operating expenses61,591 43,361 174,005 128,755 
Operating loss(15,497)(10,585)(44,061)(30,342)
Interest expense(619)(368)(1,751)(865)
Other (expense) income, net1,418 (51)604 331 
Loss before provision for income taxes(14,698)(11,004)(45,208)(30,876)
Provision for income taxes17  57  
Net loss$(14,715)$(11,004)$(45,265)$(30,876)
Net loss per share attributable to common stockholders, basic and diluted$(0.15)$(0.93)$(0.65)$(2.77)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted96,348,658 11,810,075 70,112,601 11,144,362 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2


ThredUp Inc.
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity
(in thousands, except share amounts)
(unaudited)
Convertible
Preferred Stock
Common StockAdditional Paid-in Capital    
Accumulated Other Comprehensive Loss
Accumulated DeficitTotal Stockholders’ Equity (Deficit)
SharesAmountSharesAmount
Balance as of December 31, 2020
65,970,938 $247,041 12,889,760 $1 $29,989 $ $(252,167)$(222,177)
Exercise of stock options— — 1,458,159 — 1,875 — — 1,875 
Stock-based compensation— — — — 3,498 — — 3,498 
Conversion of preferred stock warrants to Class B common stock warrants— — — — 1,827 — — 1,827 
Preferred stock conversion to Class B common stock(65,970,938)(247,041)65,970,938 7 247,034 — — 247,041 
Sale of Class A common stock upon initial public offering, net of issuance costs— — 13,800,000 1 175,533 — — 175,534 
Cashless exercise of common stock warrant— — 24,837 — — — — — 
Net Loss— — — — — — (16,171)(16,171)
Balance as of March 31, 2021
  94,143,694 9 459,756  (268,338)191,427 
Exercise of stock options— — 525,670 — 959 — — 959 
Stock-based compensation— — — — 2,896 — — 2,896 
Cashless exercise of common stock warrant— — 103,806 — — — — — 
Issuance of common stock to settle restricted stock units— — 8,170 — — — — — 
Withholding taxes for the net share settlement of restricted stock units— — (1,174)— (29)— — (29)
Other comprehensive loss— — — — — (36)— (36)
Net loss— — — — — — (14,379)(14,379)
Balance as of June 30, 2021
  94,780,166 9 463,582 (36)(282,717)180,838 
Exercise of stock options— — 534,025 — 1,023 — — 1,023 
Stock-based compensation— — — — 2,995 — — 2,995 
3


Issuance of Class A common stock upon closing of follow-on offering— — 2,000,000 1 45,524 — — 45,525 
Issuance of common stock to settle restricted stock units— — 13,850 — — — — — 
Other comprehensive Income— — — — — 8 — 8 
Net loss— — — — — — (14,715)(14,715)
Balance as of September 30, 2021
 $ 97,328,041 $10 $513,124 $(28)$(297,432)$215,674 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4


ThredUp Inc.
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity
(in thousands, except share amounts)
(unaudited)

 Convertible
Preferred Stock
Common StockAdditional Paid-in CapitalAccumulated DeficitTotal Stockholders’ Equity
(Deficit)
 SharesAmountSharesAmount
Balance as of December 31, 2019
65,928,261 $246,905 10,647,380 $1 $20,483 $(203,725)$(183,241)
ASC 842 adoption (eff. January 1, 2020)— — — — — (565)(565)
Exercise of stock options— — 118,685  10 — 10 
Stock-based compensation— — — — 1,442 — 1,442 
Net loss— — — — — (13,215)(13,215)
Balance as of March 31, 2020
65,928,261 246,905 10,766,065 1 21,935 (217,505)(195,569)
Exercise of stock options— — 193,030 — 232 — 232 
Stock-based compensation— — — — 1,966 — 1,966 
Net loss— — — — — (6,657)(6,657)
Balance as of June 30, 2020
65,928,261 246,905 10,959,095 1 24,133 (224,162)(200,028)
Exercise of stock options— — 1,729,601 — 1,568 — 1,568 
Stock-based compensation— — — — 1,649 — 1,649 
Preferred Stock - Series C - Warrant Exercise42,677 136 — — — — — 
Net loss— — — — — (11,004)(11,004)
Balance as of September 30, 202065,970,938 $247,041 12,688,696 $1 $27,350 $(235,166)$(207,815)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5


ThredUp Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Nine months ended
September 30,
20212020
Cash flows from operating activities
Net loss$(45,265)$(30,876)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization6,147 3,868 
Stock-based compensation expense9,389 5,057 
Reduction in the carrying amount of right-of-use assets3,201 2,882 
Changes in fair value of convertible preferred stock warrants and others1,768 166 
Changes in operating assets and liabilities:
Accounts receivable, net(72)1,032 
Inventory, net(587)31 
Other current and non-current assets(4,720)(176)
Accounts payable574 6,029 
Accrued and other current liabilities14,082 4,252 
Seller payable4,582 4,023 
Operating lease liabilities(3,235)(2,851)
Other non-current liabilities4 1,700 
Net cash used in operating activities(14,132)(4,863)
Cash flows from investing activities
Purchases of marketable securities(102,715) 
Maturities of marketable securities1,600  
Purchase of property and equipment(15,207)(14,359)
Net cash used in investing activities(116,322)(14,359)
Cash flows from financing activities
Proceeds from debt issuance, net of issuance costs4,625 13,427 
Repayment of debt(2,000)(1,190)
Proceeds from issuance of Class A common stock upon initial public offering and the follow-on offering, net of underwriting discounts and commissions226,905  
Proceeds from exercise of common stock options and withholding taxes for the net share settlement of restricted stock units3,753 1,810 
6


Payment of costs for the initial public offering and the follow-on offering (4,251)(651)
Net cash provided by financing activities229,032 13,396 
Net increase (decrease) in cash, cash equivalents and restricted cash 98,578 (5,826)
Cash, cash equivalents and restricted cash
Beginning of period67,539 87,853 
End of period$166,117 $82,027 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7


ThredUp Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
1.Organization and Description of Business
ThredUp Inc. (“ThredUp” or “Company”) was formed as a corporation in the State of Delaware in January 2009. ThredUp is a large resale platform that enables consumers to buy and sell secondhand women’s and kid’s apparel, shoes and accessories. The Company conducts its marketing and administrative functions from Oakland, California and Scottsdale, Arizona and operates its fulfillment centers in Pennsylvania, Georgia and Arizona.
Initial Public Offering
The Company’s registration statement on Form S-1 related to its initial public offering (“IPO”) was declared effective on March 25, 2021 by the Securities and Exchange Commission (“SEC”), and the Company’s Class A common stock began trading on the Nasdaq Global Select Market on March 26, 2021. Upon the closing of the IPO, the Company sold 13,800,000 shares of Class A common stock to the public at a price of $14.00 per share. The aggregate net proceeds were $175.5 million after deducting offering costs, underwriting discounts and commissions of $17.7 million.

Immediately prior to the completion of the IPO, the Company filed its Amended and Restated Certificate of Incorporation, which authorized a total of 1,000,000,000 shares of Class A common stock, 120,000,000 shares of Class B common stock and 100,000,000 shares of undesignated preferred stock.

Immediately prior to the completion of the IPO, 65,970,938 shares of the convertible preferred stock then outstanding were converted into an equivalent number of shares of Class B common stock. The Company reclassified the convertible preferred stock to Class B common stock and additional paid-in capital upon the conversion in the three months ended March 31, 2021. 12,889,760 shares of the outstanding historical common stock were reclassified into an equivalent number of shares of Class B common stock. 164,973 shares of the convertible preferred stock warrants were converted to an equivalent number of shares of Class B common stock warrants.

Follow-on Public Offering
On August 2, 2021, the Company issued and sold 2,000,000 shares of Class A common stock at a price of $24.25 per share in a registered public offering. The aggregate net proceeds were $45.5 million, after deducting $3.3 million of underwriting discounts and commissions and offering costs. Refer to Note 8, Common Stock and Common Stock Warrants for more details.
Acquisition of Remix Global AD (“Remix”)
On July 24, 2021, the Company entered into Share Purchase Agreements with the shareholders of Remix, a fashion resale company headquartered in Sofia, Bulgaria, to purchase 100% of the outstanding equity interests of Remix and its subsidiary (the “Remix Acquisition”). Upon the closing of the Remix Acquisition on October 7, 2021, the Company paid approximately $19.2 million in cash (including the repayment of approximately $12.1 million in outstanding debt of Remix). Shortly after the closing, the company paid approximately $6.2 million of other Remix liabilities. Subject to customary purchase price adjustments, the Company will also pay approximately $3.5 million in the form of 130,597 shares of newly-issued Class A common stock to be issued 18 months following the closing of the Remix Acquisition. With this acquisition, the Company adds a complementary operational infrastructure and an experienced management team to enable its expansion into Europe.
2. Significant Accounting Policies
Basis of Presentation and Use of Estimates
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany account balances and transactions have been eliminated upon consolidation. The unaudited condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States for
8


ThredUp Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
interim financial information and with the instructions to Form 10‑Q and Article 10 of Regulation S-X. As permitted under those rules, certain footnotes or other financial information can be condensed or omitted.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the consolidated financial statements and the related disclosures. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of property and equipment, allowance for sales returns, allowance for bad debts, breakage on loyalty points and rewards, valuation of inventory, warrants, stock-based compensation, valuation of right-of-use assets and income taxes. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal and recurring adjustments necessary to present fairly the financial position of the Company as of September 30, 2021, and the results of operations and cash flows for the interim periods presented.

The Company has not included the Statements of Other Comprehensive Income (Loss) for the three and nine months ended September 30, 2021 as the components of other comprehensive income (loss) for these periods have been immaterial.


The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the Company’s audited consolidated financial statements and related notes for the year ended December 31, 2020 included in the final prospectus for the IPO dated March 25, 2021.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, marketable securities and accounts receivable. The Company deposits cash at major financial institutions, and at times, such cash may exceed federally insured limits. The credit risk is believed to be minimal due to the financial position of the depository institutions in which those deposits are held. The Company has never experienced any losses on deposits since inception. The Company’s investment policy restricts cash investments to highly liquid, short to intermediate-term, high grade fixed income securities, and as a result, the Company believes its cash equivalents and marketable securities represent minimal credit risk.
9


ThredUp Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Revenue Recognition
Revenue from Loyalty Reward Redemption or Expiration
Revenue recognized from loyalty reward redemption or expiration was $3.6 million and $2.3 million for the three months ended September 30, 2021 and 2020, respectively, and $10.3 million and $3.8 million for the nine months ended September 30, 2021 and 2020, respectively.
Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows (in thousands):
September 30,December 31,
20212020
Cash and cash equivalents$160,912$64,485
Restricted cash, current and non-current5,2053,054
Total cash, cash equivalents and restricted cash$166,117 $67,539 
Restricted cash, non-current of $4.4 million and $2.7 million is included in the other assets in the condensed consolidated balance sheets statements as of September 30, 2021 and December 31, 2020, respectively.
Net Loss Per Share Attributable to Common Stockholders
The Company follows the two-class method when computing net loss per common share when shares issued meet the definition of participating securities. The rights, including the liquidation and dividend rights and sharing of losses, of the Class A common stock and Class B common stock are identical, other than voting rights. As the liquidation and dividend rights and sharing of losses are identical, the undistributed earnings are allocated on a proportionate basis and the resulting net loss per share attributed to common stockholders will, therefore, be the same for both Class A and Class B common stock on an individual or combined basis.
For periods in which the Company reports net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.
Marketable Securities
The Company invests its excess cash in investment grade, short to intermediate-term, fixed income securities and recognizes the transaction on the trade-date. The Company’s marketable securities are classified as available-for-sale in current assets because they represent investments of cash available for current operations. Marketable securities are reported at fair value with unrealized gains and losses reported, net of tax, as a separate component of accumulated other comprehensive gain (loss) until realized. The marketable securities are reviewed periodically to identify possible other-than-temporary impairments. Realized gains or losses and other-than-temporary impairments, if any, on available-for sale securities are reported in other income, net as incurred.
Fair Value Measurements
Fair value accounting is applied for all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). As of September 30, 2021 and December 31, 2020, the carrying amount of accounts receivable, other current assets, other assets, accounts payable, seller payable and accrued and other current liabilities
10


ThredUp Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
approximated their estimated fair value due to their relatively short maturities. Management believes the terms of its long-term debt reflect current market conditions for an instrument with similar terms and maturity, therefore the carrying value of the Company’s debt approximated its fair value.
Assets and liabilities recorded at fair value on a recurring basis on the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:
Level 1—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2—Inputs (other than quoted prices in active markets included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Accounting Pronouncements Recently Adopted
In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. The Company adopted ASU 2018-15 as of January 1, 2021. The adoption of ASU 2018-15 did not have a material impact on the Company’s condensed consolidated financial statements.
In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivative and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The Company adopted ASU 2020-06 on January 1, 2021. The adoption of this ASU did not have any impact on the Company’s condensed consolidated financial statements.
New Accounting Pronouncements Recently Issued But Not Yet Adopted
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11, ASU 2020-02, and ASU 2020-03, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. This standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
11


ThredUp Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
3.Financial Instruments and Fair Value Measurements
The following table provides the financial instruments measured at fair value (in thousands):
Fair Value as of September 30, 2021
Level 1Level 2Level 3Total
Assets
Money market fund$88,768 $ $ $88,768 
U.S. treasury securities26,212   26,212 
Commercial paper 500  500 
Corporate debt securities57,641   57,641 
U.S. government agency bonds16,910   16,910 
Total financial assets$189,531 $500 $ $190,031 
Classified as:
Cash and cash equivalents$89,269 
Marketable securities100,762 
$190,031 
For the three and nine months ended September 30, 2021, unrealized gains and losses on available-for-sale debt securities were immaterial.
For all of the marketable securities, the Company utilizes third-party pricing services to obtain fair value. Third-party pricing methodologies incorporate bond terms and conditions, current performance data, proprietary pricing models, real-time quotes from contributing dealers, trade prices and other market data.
As of December 31, 2020, the Company held $43.5 million of money market funds and $0.8 million of convertible preferred stock warrant liability. The money market funds were included within cash equivalents and were valued using Level 1 inputs. The convertible preferred stock warrant liability was included in other non-current liabilities and was valued using Level 3 inputs.
There were no transfers between levels during the periods presented. For the three and nine months ended September 30, 2021, the Company recognized no material realized gains or losses on marketable securities. As of September 30, 2021, out of the $100.8 million carrying amount of market securities, $21.1 million had a contractual maturity date of less than one year and $79.7 million had a contractual maturity date between one to two years.
4.Property and Equipment, Net
Property and equipment, net consists of the following (in thousands):
September 30,December 31,
20212020
Property and equipment$67,668 $55,221 
Less: accumulated depreciation and amortization(18,217)(14,090)
Property and equipment, net$49,451 $41,131 
Depreciation and amortization expense of property and equipment was $2.2 million and $1.4 million for the three months ended September 30, 2021 and 2020, respectively, and $6.1 million and $3.9 million for the nine months ended September 30, 2021 and 2020, respectively.
12


ThredUp Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
5.Other Balance Sheet Details
Accrued and other current liabilities consist of the following (in thousands):
September 30,December 31,
20212020
Gift card and site credit liabilities$11,597 $9,362 
Accrued vendor liabilities6,941 3,407 
Allowance for returns6,671 3,389 
Deferred revenue6,160 5,094 
Accrued compensation4,877 3,443 
Accrued taxes4,455 4,594 
Accrued other5,726 3,252 
$46,427 $32,541 
6.Lease Agreements
The Company’s operating lease expense was $1.6 million and $1.8 million for the three months ended September 30, 2021 and 2020, respectively, and $5.5 million and $4.9 million for the nine months ended September 30, 2021 and 2020, respectively.
Maturities of operating lease liabilities were as follows as of September 30, 2021 (in thousands):
Amount
Remainder of 2021$771 
20224,519 
20234,508 
20244,156 
20252,760 
Thereafter12,292 
Total lease payments29,006 
Less: imputed interest7,024 
Total lease liabilities21,982 
Less: current lease liabilities2,757 
Total non-current lease liabilities$19,225 
In September 2021, the Company entered into an agreement to lease a storage, warehousing, office and distribution center in Dallas County, Texas (the “DC07 Lease”). The DC07 Lease is expected to commence in the fourth quarter of 2021 with an original term of 123 months. The base rent is approximately $28.1 million in aggregate. The landlord will provide the Company with a tenant improvement allowance of up to $8.8 million. In connection with the DC07 Lease, the Company is required to maintain a letter of credit for the benefit of the landlord in the amount of $4.3 million, of which $2.2 million was delivered in September 2021 and is included in restricted cash, non-current in the other assets in the condensed consolidated balance sheets statements as of September 30, 2021.
7.Long-term Debt and Convertible Preferred Stock Warrants
The Company entered into a loan and security agreement (“Term Loan”) with Western Alliance Bank (“Bank”) for an aggregate amount up to $40.0 million to refinance its Loan and Security Agreement with
13


ThredUp Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Silicon Valley Bank (“SVB”) in February 2019. The Term Loan was amended three times before December 31, 2020.
In February 2021, the Company amended and restated the loan and security agreement with the Bank to reflect all waivers and amendments to date. Subsequently, the Company borrowed an additional $5.0 million for an aggregate principal amount of $40.0 million. In connection with the additional $5.0 million draw, the Company issued additional warrant shares for Series E-1 preferred stock in the amount of 15,979 or (i) two percent of the additional advance amount drawn under the Term A Loans, divided by (ii) the applicable exercise price at the time the warrant is exercised.
On May 14, 2021, the Company entered into the First Amendment to the Amended and Restated Loan and Security Agreement (the “First Amendment”) with the Bank. The First Amendment amended the Amended and Restated Loan and Security Agreement dated February 3, 2021, with the most notable change being a decrease in interest rate. In accordance with the First Amendment, the interest rate on the Term Loan is equal to 4.00% plus the prime rate published in The Wall Street Journal.
As of September 30, 2021, the nominal interest rate was 5.50% and the effective interest rate was 6.65%. The Company is in compliance with the covenants as of September 30, 2021.

The maturities of the loan agreement as of September 30, 2021 are as follows (in thousands):
Amount
Remainder of 2021$2,000 
20228,000 
20238,000 
202420,000 
Thereafter 
Total future principal38,000 
Less: unamortized debt discount765 
Less: current portion of long-term debt7,757 
Non-current portion of long-term debt$29,478 
Warrants Issued with Loan and Security Agreement
The Company issued various preferred stock warrants under its loan and security agreements with SVB and the Bank. Immediately prior to the conversion upon IPO and as of December 31, 2020, the following preferred stock warrant liabilities were outstanding.
DescriptionIssuance DateExpiration DateBalance Sheet ClassificationExercise Price Per ShareImmediately Prior to the Completion of IPODecember 31, 2020
Series D 1/22/20151/22/2025Liability$2.2600 13,382 13,382 
Series D 4/20/20151/22/2025Liability$2.2600 13,382 13,382 
Series E-12/7/20195/29/2030Liability$6.2581 63,917 63,917 
Series F5/29/20205/29/2030Liability$6.8839 10,376 10,376 
Series E-18/14/20205/29/2030Liability$6.2581 31,958 31,958 
Series E-111/25/20205/29/2030Liability$6.2581 15,979 15,979 
Series E-12/8/20215/29/2030Liability$6.2581 15,979  
164,973 148,994 
14


ThredUp Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The convertible preferred stock warrant liability of $0.8 million was included in other non-current liabilities in the consolidated balance sheet as of December 31, 2020.
Immediately prior to the completion of IPO in March 2021, all 164,973 shares of the convertible preferred stock warrant were remeasured to fair value and converted to equivalent number of Class B common stock warrants. The Company reclassified the convertible preferred stock warrant liability to additional paid-in capital upon the conversion. Refer to Note 8, Common Stock and Common Stock Warrants for more details on common stock warrants.
8.Common Stock and Common Stock Warrants
Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten votes per share and is convertible at any time into one share of Class A common stock.
Immediately prior to the completion of the IPO, 65,970,938 shares of the convertible preferred stock converted to an equivalent number of shares of Class B common stock and 164,973 shares of the convertible preferred stock warrants were converted to an equivalent number of Class B common stock warrants.
On August 2, 2021, the Company completed a follow‑on public offering of Class A common stock at a price of $24.25 per share. The Company issued and sold 2,000,000 shares of Class A common stock. The aggregate net proceeds were $45.5 million after deducting $3.3 million of underwriting discounts and commissions and offering costs. The selling stockholders sold 5,388,024 shares of Class A common stock (including 963,655 shares that were offered and sold pursuant to the full exercise of the underwriters’ option to purchase additional shares), which were converted from Class B common stock. The Company did not receive any of the proceeds from the sale of the Class A common stock by the selling stockholders.
During the nine months ended September 30, 2021, the Company issued 128,643 shares of Class B common stock through cashless net exercises of the entire 164,973 shares underlying Class B common stock warrants. No Class B common stock warrants were outstanding as of September 30, 2021.

The table below summarizes the Class A common stock and Class B common stock issued and outstanding as of September 30, 2021.
As of September 30, 2021
AuthorizedIssued and Outstanding
Common stock Class A1,000,000,000 32,534,812 
Common stock Class B120,000,000 64,793,229 
Total common stock1,120,000,000 97,328,041 
9.Stock-Based Compensation Plans
2021 Stock Option and Incentive Plan
In February 2021, in connection with the IPO, the Company’s board of directors adopted the 2021 Stock Option and Incentive Plan (“2021 Plan”) to replace the Second Amended and Restated 2010 Stock Plan (“2010 Plan”), which was subsequently approved by the Company’s stockholders in March 2021. The 2021 Plan became effective on March 24, 2021.
As of September 30, 2021, no stock options were granted under the 2021 Plan. As of September 30, 2021, 380,679 restricted stock units were granted under the 2021 Plan.
2021 Employee Stock Purchase Plan
15


ThredUp Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
In February 2021, the Company’s board of directors adopted the Employee Stock Purchase Plan (“ESPP”), which was subsequently approved by the stockholders in March 2021. The ESPP became effective on March 24, 2021. The first offering period began on March 25, 2021, and there was $0.4 million in stock-based compensation related to the ESPP for the nine months ended September 30, 2021.
IPO Options Under the 2010 Plan
In August 2020, the Company’s board of directors approved stock options for 3,588,535 common shares to be granted to certain officers and employees with an exercise price of $2.05 per share. 50% of the options granted vest over a four-year period commencing on the effective date of the IPO. The remaining 50% of the options granted vest over a four-year period commencing on the one-year anniversary of the IPO. As these stock options vest upon the satisfaction of both a time-based condition and a performance condition, the fair value of these stock options of $6.7 million, in aggregate, will be recognized as compensation expense over the requisite service period using the accelerated attribution method. In the three and nine months ended in September 30, 2021, $0.6 million and $2.8 million, respectively, was recognized as compensation expense from such stock options subject to these performance conditions.
Stock-based Compensation
Total stock-based compensation expense by department is as follows (in thousands):
Three months ended
September 30,
Nine months ended
September 30,
2021202020212020
Operations, product and technology $1,024 $987 $3,358 $2,572 
Marketing341 278 1,067 734 
Sales, general and administrative1,630 384 4,964 1,751 
Total stock-based compensation expense$2,995 $1,649 $9,389 $5,057 
As of September 30, 2021, there was approximately $23.1 million of total unrecognized stock-based compensation expense related to unvested options granted to employees under the Company’s stock option plan that is expected to be recognized over a weighted average period of 1.17 years. As of September 30, 2021, there was approximately $0.1 million of total unrecognized compensation expense related to unvested awards under the ESPP that is expected to be recognized over a weighted average period of 0.17 years.
10.Commitments and Contingencies
Legal Contingencies
The Company is subject to litigation claims and assessments from time to time in the ordinary course of business. The Company’s management does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows.
Indemnifications
In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made.
16


ThredUp Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
11.Income Taxes
The quarterly income tax provision reflects an estimate of the corresponding quarter’s state taxes in the United States. The provision for income tax expense for the three and nine months ended September 30, 2021 and 2020 was determined based upon estimates of the Company’s annual effective tax rate for the years ending December 31, 2021 and 2020, respectively. Since the Company is in a full valuation allowance position, due to losses incurred since inception, the provision for taxes consist solely of certain state income taxes. The Company has no uncertain tax positions or any unrecognized tax benefits.
12.Net Loss Per Share Attributable to Common Stockholders
The following participating securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive:
As of September 30,
20212020
Outstanding stock options20,795,697 23,093,405 
Restricted stock units352,031  
Employee stock plan purchases101,305  
Convertible preferred stock 65,970,938 
Outstanding convertible preferred stock warrants 133,015 
Total21,249,033 89,197,358 

13.    Subsequent Event
On October 7, 2021, the Company closed the Remix Acquisition. Refer to Note 1, Organization and Description of Business for more details.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with our condensed financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and our final prospectus (“Prospectus”), dated March 25, 2021, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (“Securities Act”). The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. You should review the section titled “Special Note Regarding Forward-Looking Statements” for a discussion of forward-looking statements and the section titled “Risk Factors” for a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our historical results are not necessarily indicative of the results that may be expected for any period in the future, and our interim results are not necessarily indicative of the results we expect for the full calendar year or any other period.
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Overview
thredUP is one of the world’s largest online resale platforms for women’s and kids’ apparel, shoes and accessories. Our custom-built operating platform is powering the rapidly emerging resale economy, the fastest growing sector in retail. thredUP’s platform consists of distributed processing infrastructure, proprietary software and systems and data science expertise. Since our founding in 2009, we have processed over 125 million unique secondhand items from 35,000 brands across 100 categories, saving our buyers an estimated $3.3 billion off estimated retail price. We estimate that we have positively impacted the environment by saving 1.0 billion pounds of CO2 emissions, 2.0 billion kWh of energy and 4.4 billion gallons of water simply by empowering consumers to buy and sell secondhand.
thredUP’s proprietary operating platform is the foundation for our managed marketplace, where we have bridged online and offline technology to make the buying and selling of tens of millions of unique items easy and fun. The marketplace we have built enables buyers to browse and purchase resale items for women’s and kids’ apparel, shoes and accessories across a wide range of price points. Buyers love shopping value, premium and luxury brands all in one place, at up to 90% off estimated retail price. Sellers love thredUP because we make it easy to clean out their closets and unlock value for themselves or for the charity of their choice while doing good for the planet. Sellers order a Clean Out Kit, fill it and return it to us using our prepaid label. We take it from there and do the work to make those items available for resale. In 2018, based on our success with consumers directly, we extended our platform to enable brands and retailers to participate in the resale economy. A number of the world’s leading brands and retailers are already taking advantage of our Resale-as-a-Service (“RaaS”) offering.
Recent Business Developments
Initial Public Offering
Historically, we have financed our operations primarily through private sales of equity securities and debt. Our registration statement related to the initial public offering (the “IPO”) was declared effective on March 25, 2021 by the Securities and Exchange Commission (the “SEC”), and our Class A common stock began trading on the Nasdaq Global Select Market (“Nasdaq”) on March 26, 2021. Upon the completion of our IPO, we sold 13,800,000 shares of Class A common stock at a price to the public of $14.00 per share. We received aggregate net proceeds of $175.5 million after deducting offering costs, underwriting discounts and commissions of $17.7 million.
Follow-on Public Offering
On August 2, 2021, we issued and sold an aggregate of 2,000,000 shares of Class A common stock at a price of $24.25 per share in a registered public offering. The aggregate net proceeds were approximately $45.5 million, after deducting offering costs of $1.1 million and underwriting discounts and commissions of $2.2 million.
Acquisition of Remix Global AD
On July 24, 2021, we entered into Share Purchase Agreements (collectively, the “Share Purchase Agreement”), with the shareholders of Remix Global AD (“Remix”), a fashion resale company headquartered in Sofia, Bulgaria, to purchase 100% of the outstanding equity interests of Remix and its subsidiary (the “Remix Acquisition”). On October 7, 2021, the cash paid upon closing was approximately $19.2 million. Shortly after the closing, the company paid approximately $6.2 million of other Remix liabilities. Subject to customary purchase price adjustments, we will also pay $3.5 million in the form of 130,597 shares of newly-issued Class A common stock to be issued 18 months following the closing of the Remix Acquisition. With this acquisition, we add a complementary operational infrastructure and an experienced management team to enable our expansion into Europe.

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COVID-19 Impact
In December 2019, a novel strain of coronavirus was first identified, and in March 2020, the World Health Organization categorized COVID-19 as a pandemic. The COVID-19 pandemic has adversely impacted businesses worldwide and has impacted aspects of our business and operations.

In March 2020, we shifted all of our corporate employees and contract engineers to a remote work model and implemented additional measures to better enable remote work. As of September 30, 2021 our remote work model remains in place.
Financial Impact
In the nine months ended September 30, 2021, we saw increased demand, which we believe was partly related to COVID-19 recovery and re-opening efforts such as the vaccine roll out, easing of social distancing restrictions and federal stimulus legislation. We also saw increased operating expenses due to the additional labor costs associated with increased processing to support the demand experienced to date and in anticipation of accelerating demand. The growth in net loss is primarily related to the growth in operating expenses.
Impact on Processing at our Distribution Centers
During the three months ended September 30, 2021, the number of unprocessed Clean Out Kits increased, when compared to the prior quarter, as we lifted temporary restrictions on the ability of sellers to order Clean Out Kits at the end of February 2021, resulting in more Clean Out Kits being received.
We still face challenges in hiring and retaining employees and have implemented compensation and benefits programs to enhance hiring and retention, which has contributed to higher Cost of Revenue and higher Operations, Product and Technology expenses. These programs are primarily aimed at mitigating the macro trend of increased competition for labor, including seasonal employment opportunities.
We have been monitoring and continue to monitor the impact of COVID-19 on our business and operations. We expect the evolving COVID-19 pandemic to continue to have an adverse impact on our business, results of operations and financial condition, including our revenue and cash flows, for at least the remainder of 2021 and early 2022. For instance, a slowdown or further uncertainty in the U.S. economy, as well as a decrease in government stimulus packages, may result in additional changes in buyer and seller behavior, which could cause either a potential reduction in discretionary spending on our marketplace or increased activity on our marketplace as customers look for high-value, lower-priced alternatives. In particular, following the stimulus package in March 2021, we experienced a brief increase in Orders followed by a return to expected Orders activity. Additionally, future developments, such as new information which may emerge concerning COVID-19, the new COVID-19 strains (e.g. delta variant), and the actions to contain the coronavirus or treat its impact, could have an adverse impact to our business. Due to the unknown duration and unprecedented impact of the COVID-19 pandemic and the range of national, state and local responses thereto, the related financial impact on our business could change and cannot be accurately predicted at this time. See the section titled “Risk Factors—Risks Relating to our Business and Industry—The global COVID-19 pandemic has had and may continue to have an adverse impact on our business, results of operations and financial condition.”

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Overview of Third Quarter Results
Revenue: Total revenue was a record at $63.3 million, an increase of 35% year-over-year.
Gross Profit and Margin: Gross profit totaled $46.1 million representing growth of 41% year-over-year. Gross margin expanded by 300 basis points to 73% from 70% in the comparable quarter last year.
Net Loss: GAAP net loss was $14.7 million for the third quarter 2021, compared to a GAAP net loss of $11.0 million for the third quarter 2020.
Adjusted EBITDA: Adjusted EBITDA loss was $7.8 million, a negative 12% of revenue, compared to Adjusted EBITDA loss of $7.5 million for the third quarter 2020, a negative 16% of third quarter 2020 revenue.
Active Buyers and Orders: Total third quarter 2021 Active Buyers of 1.44 million and Orders of 1.30 million grew 14% and 28%, respectively, over the comparable quarter last year.

Key Financial and Operating Metrics
We review a number of operating and financial metrics, including the following key business and non-GAAP metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. These key financial and operating metrics are set forth below for the periods presented.
Three months ended September 30,Nine months ended September 30,
2021202020212020
(in thousands)
Active Buyers (as of period end)1,439 1,257 1,439 1,257 
Orders1,300 1,012 3,646 2,966 
Net loss$(14,715)$(11,004)$(45,265)$(30,876)
Adjusted EBITDA(1)
$(7,816)$(7,473)$(25,971)$(21,170)
(1)See below for a reconciliation of Adjusted EBITDA to net loss.
Active Buyers
An Active Buyer is a thredUP buyer who has made at least one purchase in the last twelve months. A thredUP buyer is a customer who has created an account in our marketplace. 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. The number of Active Buyers is a key driver of revenue for our marketplace and we expect the number of Active Buyers to increase over time.
Orders
Orders means the total number of orders placed by buyers across our marketplace, including through our RaaS clients, in a given period, net of cancellations. We expect Orders to increase over time.
Adjusted EBITDA
Adjusted EBITDA means net loss adjusted to exclude, where applicable in a given period, depreciation and amortization, stock-based compensation expense, acquisition and offering related expenses, interest expense, change in fair value of convertible preferred stock warrant liability and provision for income taxes. We use Adjusted EBITDA to evaluate and assess our operating performance
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and the operating leverage in our business, and for internal planning and forecasting purposes. We believe that Adjusted EBITDA, 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.
The following table provides a reconciliation of net loss to Adjusted EBITDA (in thousands):
Three months ended September 30,Nine months ended September 30,
2021202020212020
Adjusted EBITDA Reconciliation:
Net loss$(14,715)$(11,004)$(45,265)$(30,876)
Depreciation and amortization2,248 1,425 6,147 3,868 
Stock-based compensation expense2,995 1,649 9,389 5,057 
Acquisition and offering related expenses1,020 — 1,020 — 
Interest expense619 368 1,751 865 
Change in fair value of convertible preferred stock warrant liability— 89 930 (84)
Provision for income taxes17 — 57 — 
Adjusted EBITDA$(7,816)$(7,473)$(25,971)$(21,170)

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Results of Operations
The following table sets forth our results of operations for the periods presented:
Three months ended September 30,Nine months ended September 30,
2021202020212020
Revenue:(in thousands, except per share data)
Consignment$48,071 $33,657 $141,356 $103,885 
Product15,203 13,275 37,557 38,697 
Total revenue63,274 46,932 178,913 142,582 
Cost of revenue:
Consignment10,080 7,984 31,599 25,097 
Product7,100 6,172 17,370 19,072 
Total cost of revenue17,180 14,156 48,969 44,169 
Gross profit46,094 32,776 129,944 98,413 
Operating expenses:
Operations, product and technology32,081 25,856 91,455 73,480 
Marketing16,941 10,614 48,344 34,513 
Sales, general and administrative12,569 6,891 34,206 20,762 
Total operating expenses61,591 43,361 174,005 128,755 
Operating loss(15,497)