Growth and Financial Performance - The company relies on attracting new buyers and retaining existing ones to sustain growth, with a focus on appealing to those who typically purchase new retail items [56]. - The company has experienced rapid growth, but future growth rates may not be indicative of past performance, raising concerns about effective growth management [54]. - Revenue for the year ended December 31, 2022, was $288.4 million, representing a 15% increase from $251.8 million in 2021 and a 35% increase from $186.0 million in 2020 [73]. - Net losses were $92.3 million, $63.2 million, and $47.9 million for the years ended December 31, 2022, 2021, and 2020, respectively [76]. - Total revenue for 2022 was $288.4 million, an increase of 14.5% year-over-year [252]. - Gross profit totaled $192.3 million, representing an increase of 8.0% year-over-year, with a gross margin decrease of 405 basis points to 66.7% [252]. - Net loss attributable to common stockholders was $92.3 million, or a negative 32.0% of revenue, compared to a net loss of $63.2 million, or a negative 25.1% of revenue in 2021 [253]. - Non-GAAP Adjusted EBITDA loss was $43.4 million, or a negative 15.0% of revenue, compared to a loss of $36.5 million, or a negative 14.5% of revenue in 2021 [254]. - Active Buyers totaled 1.65 million, a decline of 2.4%, while Orders increased by 22.1% to 6.51 million in 2022 [254]. - The company experienced slowing revenue and Order growth beginning in June 2022 due to global economic uncertainty and rising inflation [272]. Operating Expenses and Profitability - The company anticipates increasing operating expenses and has a history of losses, which may hinder its ability to achieve and maintain profitability [54]. - The company anticipates significant increases in operating expenses as it expands operations and invests in marketing initiatives and technology [76]. - Future growth may require significant capital expenditures, which could adversely affect results of operations [72]. - The company has incurred substantial net operating losses (NOLs) which may be limited in their future utilization due to ownership changes [175]. Market and Economic Conditions - Economic downturns and macroeconomic conditions could adversely affect consumer discretionary spending, impacting the company's results [61]. - Economic uncertainties, including inflation and geopolitical instability, could negatively affect the company's revenue growth and operational results [105]. - The competitive landscape for secondhand and resale items is intensifying, with established companies posing significant challenges [63]. Risks and Challenges - The company faces risks related to sourcing, warehousing, and shipping secondhand items, which could lead to fluctuations in supply and costs [59]. - The company may require additional capital for growth, which could dilute existing shareholders or come with unfavorable terms [54]. - The dual-class structure of the company's common stock limits the influence of public shareholders on corporate matters, potentially affecting stock price [54]. - The company is subject to risks associated with data security and privacy, which could lead to unexpected expenses and harm its reputation [53]. - The company faces risks related to potential damage to its distribution centers from natural disasters, which could disrupt operations and harm financial results [96][97]. - The company may face challenges in attracting and retaining personnel necessary for efficient operations [83]. - The company may face challenges in recruiting and retaining workforce due to evolving COVID-19 regulations and public health concerns [91]. - The company faces heightened risks of cybersecurity incidents due to political uncertainty and military actions associated with Russia's invasion of Ukraine [122]. Technology and Operations - The company aims to enhance automation and data science capabilities to improve distribution center operations [72]. - The company is investing in technology and automation to drive efficiencies, but these investments may not yield expected results [88]. - The company relies on data science to predict buyer and seller preferences, and inaccuracies in these predictions could harm its business and financial condition [95]. - The company relies on third-party infrastructure services, including Amazon Web Services (AWS) and Shopify, which are critical for operations and may pose risks if service interruptions occur [131]. - The company is dependent on mobile operating systems and networks for mobile device transactions, which have increased significantly, and any issues in this area could harm business operations [133]. Legal and Compliance - The company is subject to various employee claims that could result in litigation and regulatory proceedings, creating risks and uncertainties [167]. - The company faces risks related to compliance with laws and regulations governing the resale of secondhand items, which could lead to fines or operational changes [151]. - The company is subject to anti-corruption and anti-bribery laws, and non-compliance could result in significant fines and harm its business and reputation [163]. - The company has implemented indemnification provisions for its directors and officers, which may discourage stockholder lawsuits but could also harm stockholder investments [161]. Corporate Governance and Structure - The dual-class structure of the common stock may limit the ability of Class A common stockholders to influence corporate matters [194]. - The holders of Class B common stock collectively owned shares representing approximately 81.3% of the voting power of the outstanding capital stock as of December 31, 2022 [195]. - The company’s amended and restated bylaws include provisions that could discourage changes in control and affect stockholder rights [206]. Future Outlook - The company has limited experience in acquiring other businesses, which may result in unforeseen operating difficulties and expenditures during integration [111]. - The company expects to issue additional capital stock in the future, which will result in dilution for existing stockholders [203]. - The company does not intend to pay dividends on its Class A common stock in the foreseeable future, relying instead on stock price appreciation for returns [204].
ThredUp(TDUP) - 2022 Q4 - Annual Report