Good day, everyone, and welcome to the ThredUp third quarter 2024 earnings call. At this time, all participants are in a listen-only mode. Later, you'll have the opportunity to ask questions during the question-and-answer session. You may register to ask a question at any time over the phone by pressing the star and one on your telephone keypad. Please note today's call will be recorded, and we will be standing by if you should need any assistance. It is now my pleasure to turn today's conference over to Lauren Frasch. Please go ahead. Good afternoon, and thank you for joining us on today's conference call to discuss ThredUp third quarter 2024 financial results. With me are James Reinhart, ThredUp CEO and co-founder, and Sean Sobers, CFO. We posted our press release and supplemental financial information on our investor relations website at ir.thredup.com. This call is being webcast on our IR website, and a replay of this call will be available on the site shortly. Before we begin, I'd like to remind you that we will make forward-looking statements during the course of this call, including, but not limited to, statements regarding our earnings guidance for the fourth fiscal quarter and full year of 2024, future financial performance, market demand, growth prospects, business strategies and plans, investments in AI technologies, the company's intention to exit the European market and to seek strategic alternatives for its European business, and our ability to cost-effectively attract new buyers. Words such as anticipate, believe, estimate, and expect, as well as similar expressions, are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, involve known and unknown risks and uncertainties, including our ability to effectively deploy new and evolving technologies such as artificial intelligence and machine learning in our offerings. Our ability to identify and execute a strategic alternative for the company's European business and the effects of inflation, increased interest rates, changing consumer habits, and general global economic uncertainty. Our actual results could differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. You can find more information about these risks, uncertainties, and other factors that could affect our operating results and our SEC filings, earnings press release, and supplemental information posted on our IR website. Any forward-looking statements that we make on this call are based on assumptions as of today, and we undertake no obligation to update these statements as a result of new information or future events. In addition, during the call, we will present certain non-GAAP financial measures. These non-GAAP financial measures should be considered in addition to, not as a substitution for, or in isolation from GAAP measures. You can find additional disclosures regarding those non-GAAP measures, including reconciliations with comparable GAAP measures, in our earnings press release and supplemental information posted on our IR website. Now, I'd like to turn the call over to James Reinhart. Good afternoon, everyone. I'm James Reinhart, CEO and co-founder of ThredUp. Thank you for joining our third quarter 2024 earnings call. We are pleased to share ThredUp's financial results for Q3 and our expectations for Q4 and into 2025. We will provide an update on growth, Adjusted EBITDA margin expansion, expectations for free cash flow over the next year, and further developments in our new AI products. My remarks on performance will focus on our U.S. marketplace, and I will provide an update on the significant progress we've made with our EU divestiture. I will then hand it over to Sean Sobers, our Chief Financial Officer, to talk through our third quarter 2024 financials in more detail and provide our outlook for the fourth quarter and full year 2024. As always, we'll close out today's call with a question-and-answer session. Before I get into detail on U.S. p erformance and the balance of my remarks, let me provide some clarity on what's happening with our EU business, Remix. We've made substantial progress in the divestiture of our EU business, having agreed on material terms for a management buyout by Florin Filote, Remix's current GM, and the Remix management team. While we continue to evaluate all strategic alternatives, under the proposed terms, ThredUp is expected to fund Remix with a final cash investment of approximately $2 million and to retain a minority interest in the Remix business. Discussions are proceeding well, and we are targeting to close this transaction by year-end. Now, turning back to the U.S. marketplace, let me start by saying that we've made real progress in course correcting in the U.S. since last quarter. While I won't belabor the challenges we mentioned in August, I will confirm our view that they were anomalies in our operating history. What gives me confidence in this view is threefold. First, we exceeded our own expectations for Q3 and are raising estimates for Q4 and the year. Second, typically, second-hand shopping tends to be slower in Q4 as consumers shift their wallet share to new gifts and new goods for the holiday. Over the past three years, on average, our marketplace has trended down seasonally 6% from Q3 to Q4. This year, we are expecting just a 4% seasonal decline. Third, despite our customers facing a more challenging environment, they are still shopping regularly with us. While we don't typically report gross merchandise value, we thought it useful to add that our GMV is growing 7% year-over-year from $426 million in 2023 to $457 million in 2024 at our midpoint. But as we've noted on previous calls, we've had to be incrementally more promotional to drive that sale. We see opportunities both in what we're doing at ThredUp, but also in the macro environment, to generate higher willingness to pay and more flow-through as we turn the page to 2025. We know there's work to do in order to return to our more ambitious growth and profit targets, but I'm confident we are squarely back on that trajectory. As such, here are five areas I'd like to highlight that form the building blocks of that confidence. First, on customer acquisition and retention, Q3 was the strongest new buyer acquisition quarter we've had in more than two years, a combination of better ad targeting as well as full-funnel conversion. In addition, our new customer retention metrics are strengthening as we improve our product experience and dial in our revised email onboarding and push notification re-engagement strategies. Repeat rates for new customers are up 12% over the last few months, with LTV to CAC ratios and payback strong. Year to date, our predicted paybacks are trending 15% better than they were last year over the same period. We now believe we are back in a position to invest more aggressively in growing new buyers while still achieving our free cash flow targets. As a reminder, active buyers is a lagging metric, so the full impacts of these improvements won't be seen for several quarters, but we expect active buyer growth to turn positive early next year. Second, on sourcing strategy and our pricing algorithms. Continued refinements in our sourcing strategy and pricing algorithms have allowed us to delight customers with incredible deals, driving strong sell-through and expanding our contribution margins despite the lower exit rate out of Q2. Despite our top-line contraction in Q3, we generated more cash flow from operations year-over-year and expanded Adjusted EBITDA by nearly 100 basis points. Our unit economics remain as strong as ever, with gross margins up 70 basis points year-over-year to 79.3%. We expect our cash flow from operations will be positive on a full-year basis in the U.S. in 2024, and the U.S. will be roughly free cash flow break-even for the full year. Adjusted EBITDA in Q3 was positive for the fifth consecutive quarter, and as such, I'll stop speaking to this as a milestone as we turn our attention to driving net income and positive earnings per share in the future. Third, our consignment transition. Our marketplace is in the final stages of our transition to consignment in the U.S. Consignment revenue now makes up more than 90% of U.S. revenue, and it's expected to trend toward the mid-90s in 2025. While the accounting treatment of consignment goods has muted revenue growth in previous quarters and will again in Q4, it should have minimal impact into 2025. With consignment rates in the mid-90s, our cash flow from operations and, by extension, our negative working capital cycle will continue to improve as our business grows. Our marketplace model can now really shine with our consignment mix at this level. Fourth, our operating infrastructure. We've built an operating infrastructure that continues to prove not just a source of durable competitive advantage, but a source of leverage and future profits. With continued improvements in automation and processing, our variable contribution margins are at record highs, meaning the flow-through from the incremental dollar of revenue generates strong bottom-line returns. This leverage extends to our Resale as a Service business, or RaaS. With RaaS, we see more opportunities to double down on these competitive advantages and use our platform to serve not only our brand clients, but also to potentially partner with and to ultimately power the broader resale and sustainable parallel ecosystem. We are more ambitious than ever with our goal of ThredUp being the underlying infrastructure for the vast majority of resale, branded or otherwise, on the internet. With only maintenance and modest CapEx expenditures in front of us, our distribution centers are primed to continue providing additional leverage over time. As a reminder, we don't expect to need any additional capacity in our network until at least 2027, when we should be able to fund any additional capacity through cash generated from the business. Finally, our generative AI product and technology investments. We have continued to improve the customer's experience in significant ways. We continue to believe that AI disproportionately benefits our marketplace relative to other marketplaces and retailers, and that generative AI can significantly enhance the second-hand shopping experience. For years, our dream was to build a second-hand shopping experience that was indistinguishable from shopping new. Advancements in generative AI are quickly making that a reality. Let me double-click into a few areas that we introduced last quarter and provide a product update. First, our AI search functionality is now deployed across our platform, bringing a much more robust shopping experience to every journey. This technology is quickly becoming the foundation for all of our on-site merchandising, email, ad tech, and marketing campaigns. In fact, TIME just last week recognized our new AI search technology in its prestigious 2024 Best Inventions list. Second, Style Chat helps customers shop intuitively by inspiration and occasion, bringing engagement and fun back to the second-hand shopping experience. This foundation will power new social commerce features launching in 2025, empowering creators, influencers, and affiliates to curate and showcase our 4 million-plus items and build compelling second-hand destinations to celebrate the endless expression of thrift. Third, Image Search lets you import any photo into ThredUp's mobile experience to find premium looks that match your style. The adoption of Image Search has been rapid as customers have made it one of their go-to tools to find what they want on ThredUp for a fraction of what they would pay for it new. This experience is the powerful trifecta of combining image search tech, data infrastructure, and our vast assortment of available second-hand items. We know shifting consumer behavior takes time, but we're seeing these new tools unlocking that shift for us. We just concluded a launch of Image Search for Halloween costumes and saw a 16% bump in adoption, and usage remained sticky afterwards. We are now able to thematically capture cultural moments, emerging trends, or long-tail niche demand with scalable solutions that would not have been possible just 12 months ago. Up next, ugly holiday sweaters. Fourth, beginning this month, we will launch 360-degree high-definition photos for newly processed items in our DCs, giving customers richer information about every item. This will be coupled with new automated digital measurements rolling out by year-end and AI-based flaw detection coming in 2025. While these seem routine, photo quality, flaw detection, and measurement accuracy, they are critical friction points in shopping second-hand online. All three are getting a big upgrade on ThredUp over the next few quarters. We should see this translate into improved conversion, lower returns, and increased customer retention. Finally, we introduced our premium selling service to 100% of sellers. While you can still get a standard Clean Out Kit or send items in for donation, our premium service is targeted for customers with high confidence in the quality and desirability of their items. Upon launch, demand for this service doubled overnight, demonstrating the need for premium options on ThredUp. The service is priced higher at $34.99 per bag, with more power tools for sellers, such as longer consignment windows, a floor on discount deductions from payouts, and more dedicated customer support. We are continuing to innovate on behalf of sellers. Whether you want us to do all the work, you want to do more of it yourself, or somewhere in between, we remain relentless in our pursuit of making ThredUp the leading choice to sell second-hand apparel online. We believe this will expand our TAM and, at the same time, our sustainability impact. Before I turn it over to Sean, I want to close with a celebration of my ThredUp teammates and all their hard work over the past quarter. It's been a tough few months, no doubt about it, but we're back on track with strong momentum in our marketplace and exciting opportunities in front of us. I can't wait to see what we invent next on behalf of our customers. Now, over to you, Sean. Thanks, James. I'll begin with an overview of our results and follow up with guidance for the fourth quarter and full year of 2024. I will discuss non-GAAP results throughout my remarks. Our GAAP financials and a reconciliation between our GAAP and non-GAAP measures are found in our earnings release, supplemental financials, and our 10-Q filing. As James mentioned earlier, we've made significant progress in the divestiture of our EU business and are planning to close the transaction by year-end. For this reason, I will be primarily focused on our U.S. results this quarter. We are providing the U.S. P&L plus the last six quarters in our supplemental financials. I will briefly discuss our consolidated results, but I would encourage investors to focus on our U.S. results as they are a representative of our go-forward business. For the third quarter of 2024, consolidated revenue totaled $73 million, a decrease of 11% year-over-year. In Q3, the U.S. achieved net revenue of $61.5 million, down 9.6% over last year. U.S. active buyers were 1.2 million, while orders were 1.2 million, a 7.3% and a 10.5% decline, respectively. While our active buyers were impacted by our missteps earlier in the year, our revenue performance exceeded the midpoint of our guidance by $1.5 million. For the third quarter of 2024, consolidated gross margin was 71.2%, a 220 basis points increase over the same quarter last year. The U.S. Achieved gross margin of 79.3%, a 70 basis point improvement over last year, and 80 basis points above the midpoint of our outlook. Despite a highly competitive consumer environment, we are pleased to deliver both sequential and year-over-year improvement driven by the final phase of the consignment shift and improving unit economics. For the third quarter of 2024, consolidated GAAP net loss was $25 million, while Adjusted EBITDA loss was $2.5 million. In the U.S., we generated $700,000 of Adjusted EBITDA in Q3, or 1.1% of revenue. This result is $500,000 higher versus last year and our fifth consecutive quarter of positive Adjusted EBITDA in the U.S. Turning to the balance sheet, we began the third quarter with $60.7 million in cash and securities and ended the quarter with $60.6 million using $100,000 in cash in Q3. The U.S. generated $3.9 million in cash flow from operations. We are very proud of the strides we are making on our path to free cash flow. Year to date, on a consolidated basis, we've consumed $5.6 million, which is entirely attributable to the EU, compared to $28 million last year. Importantly, in the same period, the U.S. is break-even. Now, I'd like to turn to guidance. We are raising our U.S. revenue outlook to account for the favorable trends we are seeing in the U.S. business. We remain cautious on the outlook of our consumer in an uncertain post-election economy and anticipate a highly promotional Q4. However, we are seeing a return to our underlying fundamentals and are beginning to see the positive impact of customer experience improvements we've made throughout the year. Current trends provide us with the confidence to raise our Q4 revenue outlook and narrow our gross margin expectation. We are reiterating our Q4 EBITDA margin outlook as we invest in processing and marketing to fuel momentum into 2025. As we look into next year, our early planning process contemplates 2025 U.S. net revenue growth of flat to slightly up on similar EBITDA margins as in 2024. In addition, we expect to be free cash flow positive on an annual basis as we are planning our CapEx needs to remain at approximately $8 million in the U.S. With all of this in mind, in the U.S., the fourth quarter we now expect revenue in the range of $58-$60 million, representing a 4% decline at the midpoint and $1 million higher than our previous outlook. Narrowing gross margin range of 78.5%-79.5%, 150 basis points higher over the last year at the midpoint. Reiterating Adjusted EBITDA of zero to a positive 2% of revenue and basic weighted average shares outstanding of approximately 114 million shares. For the full year of 2024 in the U.S., we now expect revenue in the range of approximately $250.8 million-$252.8 million, $2.8 million higher at the midpoint, incorporating our Q3 beat and our higher Q4 outlook. Gross margin in the range of approximately 79.2%-79.4%, 250 basis point higher over last year at the midpoint. Positive Adjusted EBITDA of 1.6%-2.1% of revenue, a $10 million improvement year-over-year at the midpoint, and basic weighted average shares outstanding of approximately 114 million shares. In closing, we are pleased to have a challenging two quarters behind us, but we know there is still work to do. We are excited to raise our revenue outlook for Q4 while still investing in revenue-driving processing power that should fuel momentum into 2025. We are making progress on our EU divestment and are looking forward to exiting the year as a U.S.-only business with gross margins approaching 80%, positive Adjusted EBITDA, and improving free cash flow dynamics. James and I are now ready for your questions. Operator, please open the line. At this time, if you would like to ask a question, please press the star and one keys on your telephone keypad. Keep in mind, you may remove yourself from the question queue at any time by pressing star and two. Again, it is star and one if you'd like to ask a question over the phone today. We'll take our first question from Ike Boruchow with Wells Fargo. Please go ahead. Your line is open. Hey, everyone. So two questions for me. Just, I think, James, three months ago, obviously, we were taking down the U.S. expectations. There were some issues. Now you're raising expectations for 4 Q. So just curious, underlying that, what exactly are you looking at? What KPIs that give you that kind of confidence? And then just margins into next year. Obviously, we've got the noise with the reported EBITDA margin and the U.S. margin around. 2024. I think we expect to grow faster. I think we expect EBITDA to be better, really driven by better gross margins, better contribution margins. So a difficult couple of months in the last quarter, but I think we've really turned the corner. And the ability to focus really on the U.S. business, I think, is the other piece. So I think the EU has been a distraction, as we've acknowledged. And I think once we've turned all of our attention to the U.S., you can really see those results start to materialize. So I'll let Sean talk about some of the financials. Yeah. And I would add in just like a piece of color, but on a financial side, if you go back to the IPO on contribution margin, we talked about it when we went public as about 27%. Since then, we've improved it over 1,000 basis points. And we're taking that improvement, I think, as you go from 24 to 25 as we increase revenue to basically reinvest into the growth of the business. So that's why I think you're seeing similar to slightly better EBITDA rates as you get into 25 versus 24. Awesome. Thank you. And we'll take our next question from Bernie McTernan from Needham & Company. Please go ahead. Your line is open. Great. Thanks for taking the question. Maybe just to start talking about moving to a U.S.-only business, just any incremental color you guys can provide in terms of how management will be spending their time and allocating resources, basically trying to get a sense in terms of where the incremental investments would be going. And then just as a follow-up, would love just any additional color on some of the new AI or product initiatives like Style Chat, Image Search. Is that driving new buyers to the platform? Is it increasing retention? Just trying to get a sense in terms of how we should be seeing these flow through the financials. Yeah, sure. Hey, Bernie. Yeah. I mean, I think if you go back before we had the European business, I mean, we spent a lot of time talking about the fundamentals in the U.S. Business, really the competitive advantage being the marketplace model, our data advantage, and our infrastructure, and I think now, as we are back to being U.S.-only, we're really doubling down on those three things, and so improvements across our operating infrastructure, whether it's innovation in our DCs or AI in the product features. I think all of our attention has really been focused back on the U.S., and I think you really started to see the fruits of that in Q3 across the product team, the ops team, the finance team, and so I think there's a lot of optimism that now, without some of the distraction and the challenges of the EU business, we can make progress faster, but I think from a resource allocation perspective, one of the things that was challenging over the past few quarters was we didn't feel the freedom to invest in the U.S. business as deeply because we still had to manage the cash consumption of the EU business. And I think now, without that drag and overhead, I think there's a freeing feeling of, "Okay, well, how do we get the U.S. business to grow faster to generate more contribution margin over time?" So I think that's what you should see from us over the next few quarters is really resources in the U.S. driving growth. And I think that reflects why the EBITDA as we get into 2025 is we're not declaring victory through driving incremental EBITDA dollars. I think we're really focused on the underlying fundamentals of growth in the business, which is marketing and operations. As for your question about AI and its impact, look, I think it's up and down the funnel. So, I think from an ad tech and targeting, I think we're using AI to provide better photography, to provide better image tagging, whether we're using that on Google or Meta. I think once customers get onto the platform, the power of our new search product is helping customers find items they want more quickly. I think it's giving them confidence that the results are something that's attractive to them, and then just the retargeting and remarketing piece, really being able to use our image search technology. If you find an item that's sold out, the ability to say, "Hey, here's an item that's just like that one using our visual search," so all those little things, I think, have added up a few bits at a time to drive customer adoption and customer conversion, so I think you'll see more and more of that as we get into 2025. I think fundamentally, the product is going to be better. Makes sense. Thanks, James. And once again, if you'd like to ask a question, please press the star and one keys. We'll take our next question from Dylan Carden with William Blair. Please go ahead. Your line is open. Yeah, thanks. Just on the marketing line item, you kind of touched on it a little bit there, but you've had some nice dollar decline on that item this year, including the third quarter. And you're sort of speaking to improvement in buyer acquisition and retention. Can you kind of just maybe speak to efficiency? It's a big piece of that sort of stepping away from Europe. And then the next year, would you expect to invest more in marketing? And I guess. Hopefully, more of that. Yeah. Hey, Dylan. Yeah. I mean, I think thanks for pointing that out. I mean, look, I think we had a great acquisition quarter in Q3. And you're right. That was with roughly the same or a little bit less marketing year-over-year. And I think that speaks to why the CACs have been strong and why our LTV to CAC ratios have improved. So again, I think the lessons in Q2 were painful, but I think it did unlock some fresh thinking around the way we were going to approach acquisition, the way we were going to approach retention. And I think the team really delivered that in Q3. And so I think it gives us confidence as we get into Q4 and into 2025 to not just take that playbook, but to improve upon it. We want to continue to spend dollars on the marketing side to acquire customers. I think if we can continue to have the same types of efficiency we've had in Q3 and into Q4, despite dealing with a sort of rocky macro in a presidential election year, I think the team has done a great job despite those challenges, and so as you get into 2025 without that, you should see some opportunity. We need to combine the marketing investments with strong merchandising. We have a new head of merchandising at ThredUp who I think will really improve the work we're doing. The operations team is continuing to improve kind of the product experience on the operations side, so things like 360-degree photos and automated measurements, these are dealing with all the little things that help the marketing dollars work harder. I think when you line all those up together, really good things can happen. I think that's what's giving us some confidence as we close out the year. Just to be clear, the 70-72 revenue guide for the fourth quarter, that's still got Europe in it, correct? Yeah, yeah. We've given you both the U.S. guidance standalone as well as the total consolidated guidance too. So you can see that in the press release as well as the supplemental financials. Got it. it. Sorry about that. The deceleration in Europe, I guess, looking at those numbers, can you kind of explain that a little bit? I guess the reasons for staying somewhat invested, can you kind of walk through your thinking there? Yeah. No, I mean, I think this is to some degree by design. They're reducing some of their supply that had much lower margins, which is going to reduce revenue in the near term as they transition to consignment. I think this is kind of what we expected. You've seen revenue shrink. You've seen EBITDA dollars shrink. I think they're well on their way to getting to the point and designing that business the way it should be designed and run. 18-plus months out, I assume they'll be very successful. In the near term, they're still going through the transition. It's just taken a little while. Yeah. Dylan, I just add, I mean, just to be really clear, we're raising the estimates for Q4 in the U.S. The consolidated are just down because of Europe coming down, per Sean's comments, by design. I think Florin has done a really, really great job kind of right-sizing that business, where to deploy the dollars. I think the turnaround is underway. I think those guys will be successful. But I didn't want anything to get lost in translation. We're really focused on the U.S. business. And I think we want investors and the community to really focus on the U.S. guidance and what we've been doing here. Thank you very much. And once again, if you'd like to ask a question, please press the star and one keys on your telephone keypad. And we can pause for a moment to allow any further questions to queue. And there are no further questions on the line. I'll return the program to our speakers for any closing remarks. Well, thank you, everyone, for joining our Q3 earnings call. Really great to be able to share kind of the positive news coming out of this quarter and sort of the confidence we feel as we turn the page. I want to thank all the ThredUp teammates for all their hard work over the past quarter. We know it's been difficult at moments, but it's really exciting to see the progress and the momentum. We look forward to keeping you posted on what's next, our next call in March. Thanks. This does conclude today's program. Thank you for your participation. You may now disconnect.