UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________________________________
FORM 8-K
_______________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2024
_______________________________________________________________________
The RealReal, Inc.
(Exact name of Registrant as Specified in Its Charter)
_______________________________________________________________________
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(855 ) 435-5893
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
_______________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
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. o
Item 2.02 Results of Operations and Financial Condition.
On November 4, 2024, The RealReal, Inc. (“The RealReal”) issued a press release announcing its financial results for the quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| The RealReal, Inc. | ||||||||
Date: | By: | /s/ Ajay Madan Gopal | ||||||
| Ajay Madan Gopal | ||||||||
| Chief Financial Officer | ||||||||
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Exhibit 99.1
THE REALREAL ANNOUNCES THIRD QUARTER 2024 RESULTS
Q3 2024 Revenue of $148 million, up $15 million or 11% Year-Over-Year
Q3 2024 Net Loss of $(18) million, or (12.1)% of Total Revenue, improved $5 million Year-Over-Year
Q3 2024 Adjusted EBITDA of $2.3 million or 1.6% of Total Revenue, increased $9 million Year-Over-Year
SAN FRANCISCO, November 4, 2024 -The RealReal (Nasdaq: REAL)—the world’s largest online marketplace for authenticated, resale luxury goods—today reported financial results for its third quarter ended September 30, 2024. Third quarter 2024 gross merchandise value (GMV) and total revenue increased 6% and 11% respectively, compared to the third quarter of 2023. During the quarter, consignment revenue grew 14% compared to the same period in 2023. Third quarter Adjusted EBITDA improved $9 million compared to the third quarter of 2023.
“I am pleased to report strong results for the third quarter, and I am encouraged by the continued strength in supply trends as we enter the fourth quarter," said Rati Levesque, Chief Executive Officer of The RealReal. “Third quarter GMV, Total Revenue, and Adjusted EBITDA all exceeded our prior expectations, enabling us to raise our full year outlook.”
Levesque continued, “Our team is focused on delivering against our 2024 commitments. I’m encouraged by our results and by how our teams are executing against our vision to change the way people shop for the better, creating a unique circular shopping experience built on technical expertise and high-touch human service.”
Third Quarter Highlights
•GMV was $433 million, an increase of 6% compared to the same period in 2023
•Total Revenue was $148 million, an increase of 11% compared to the same period in 2023
•Gross Profit was $111 million, an increase of $17 million compared to the same period in 2023
•Gross Margin was 74.9%, an increase of 430 basis points compared to the same period in 2023
•Net Loss was $(18) million or (12.1)% of total revenue, compared to $(23) million or (17.2)% of total revenue in the same period in 2023
•Adjusted EBITDA was $2.3 million or 1.6% of total revenue compared to $(7.0) million or (5.2)% of total revenue in the same period in 2023
•GAAP basic net loss per share was $(0.16) compared to $(0.22) in the prior year period and GAAP diluted net loss per share was $(0.17) compared to $(0.22) in the prior year period
•Non-GAAP basic and diluted net loss attributable to common shareholders per share was $(0.09) compared to $(0.15) in the prior year period
•Top-line-related Metrics
◦Trailing three months active buyers was 389,000, an increase of 7% compared to the same period in 2023
◦Orders were 829,000, an increase of 4% compared to the same period in 2023
◦Average order value (AOV) was $522, an increase of 2% versus the same period in 2023
Q4 and Full Year 2024 Guidance
Based on market conditions as of November 4, 2024, we are raising our full year guidance. Additionally, we are providing guidance for fourth quarter 2024 GMV, Total Revenue and Adjusted EBITDA, which is a Non-GAAP financial measure.
We have not reconciled forward-looking Adjusted EBITDA to net income (loss), the most directly comparable GAAP measure, because we cannot predict with reasonable certainty the ultimate outcome of certain components of such reconciliations including payroll tax expense on employee stock transactions that are not within our control, or other components that may arise, without unreasonable effort. For these reasons, we are unable to assess the
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probable significance of the unavailable information, which could materially impact the amount of future net income (loss).
| Q4 2024 | Full Year 2024 | |||||||
| GMV | $484 - $500 million | $1.810 - $1.826 billion | ||||||
| Total Revenue | $158 - $165 million | $595 - $602 million | ||||||
| Adjusted EBITDA | $6.5 - $9.5 million | $4.7 - $7.7 million | ||||||
Webcast and Conference Call
The RealReal will host a conference call to review the company’s third quarter 2024 results beginning at approximately 2:00 p.m. Pacific Time today (5:00 p.m. Eastern Time). A live webcast of the conference call and accompanying materials will be available online at investor.therealreal.com. A replay of the webcast will be available at the same location.
About The RealReal, Inc.
The RealReal is the world’s largest online marketplace for authenticated, resale luxury goods, with 37 million members. With a rigorous authentication process overseen by experts, The RealReal provides a safe and reliable platform for consumers to buy and sell their luxury items. We have hundreds of in-house gemologists, horologists and brand authenticators who inspect thousands of items each day. As a sustainable company, we give new life to pieces by thousands of brands across numerous categories—including women's and men's fashion, fine jewelry and watches, art and home—in support of the circular economy. We make selling effortless with free virtual appointments, in-home pickup, drop-off and direct shipping. We handle all of the work for consignors, including authenticating, using AI and machine learning to determine optimal pricing, photographing and listing their items, as well as shipping and customer service.
Investor Relations Contact:
Caitlin Howe
IR@therealreal.com
Press Contact:
Mallory Johnston
PR@therealreal.com
Forward Looking Statements
This press release contains forward-looking statements relating to, among other things, the future performance of The RealReal that are based on the company's current expectations, forecasts and assumptions and involve risks and uncertainties. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “target,” “contemplate,” “project,” “believe,” “estimate,” “predict,” “intend,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology. These statements include, but are not limited to, statements about future operating and financial results, including our strategies, plans, commitments, objectives and goals, in particular in the context of the impacts of recent geopolitical events, including the conflict between Russia and Ukraine and the Israel-Hamas war, and uncertainty surrounding macro-economic trends, the debt exchange, financial guidance, anticipated growth in 2024, the anticipated impact of generative AI, and long-range financial targets and projections. Actual results could differ materially from those predicted or implied and reported results should not be considered as an indication of future performance. Other factors that could cause or contribute to such differences include, but are not limited to, inflation, macroeconomic uncertainty, geopolitical instability, any failure to generate a supply of consigned goods, pricing pressure on the consignment market resulting from discounting in the market for new goods, failure to efficiently and effectively operate our merchandising and fulfillment operations, labor shortages and other reasons.
More information about factors that could affect the company's operating results is included under the captions “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in
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the company's most recent Annual Report on Form 10-K for the year ended December 31, 2023 and subsequent Quarterly Reports on Form 10-Q, copies of which may be obtained by visiting the company's Investor Relations website at https://investor.therealreal.com or the SEC's website at www.sec.gov. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to the company on the date hereof. The company assumes no obligation to update such statements.
Non-GAAP Financial Measures
To supplement our unaudited and condensed financial statements presented in accordance with generally accepted accounting principles (“GAAP”), this earnings release and the accompanying tables and the related earnings conference call contain certain non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA as a percentage of total revenue (“Adjusted EBITDA Margin”), free cash flow, non-GAAP net loss attributable to common stockholders, and non-GAAP net loss per share attributable to common stockholders, basic and diluted. We have provided a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures in this earnings release.
We do not, nor do we suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors should also note that non-GAAP financial measures we use may not be the same non-GAAP financial measures, and may not be calculated in the same manner, as that of other companies, including other companies in our industry.
Adjusted EBITDA is a key performance measure that our management uses to assess our operating performance. Because Adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure as an overall assessment of our performance, to evaluate the effectiveness of our business strategies and for business planning purposes. Adjusted EBITDA may not be comparable to similarly titled metrics of other companies.
We calculate Adjusted EBITDA as net loss before interest income, interest expense, other (income) expense net, provision (benefit) for income taxes, depreciation and amortization, further adjusted to exclude stock-based compensation, employer payroll tax expense on employee stock transactions, legal settlement charges, restructuring, warehouse fire costs (net), gain on extinguishment of debt, change in fair value of warrant liabilities and certain one-time expenses. The employer payroll tax expense related to employee stock transactions are tied to the vesting or exercise of underlying equity awards and the price of our common stock at the time of vesting, which may vary from period to period independent of the operating performance of our business. Adjusted EBITDA has certain limitations as the measure excludes the impact of certain expenses that are included in our statements of operations that are necessary to run our business and should not be considered as an alternative to net loss or any other measure of financial performance calculated and presented in accordance with GAAP.
In particular, the exclusion of certain expenses in calculating Adjusted EBITDA and Adjusted EBITDA Margin facilitates operating performance comparisons on a period-to-period basis and, in the case of exclusion of the impact of stock-based compensation and the related employer payroll tax expense on employee stock transactions, excludes an item that we do not consider to be indicative of our core operating performance. Investors should, however, understand that stock-based compensation and the related employer payroll tax expense will be a significant recurring expense in our business and an important part of the compensation provided to our employees. Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA Margin provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.
Free cash flow is a non-GAAP financial measure that is calculated as net cash (used in) provided by operating activities less net cash used to purchase property and equipment and capitalized proprietary software development costs. We believe free cash flow is an important indicator of our business performance, as it measures the amount of cash we generate. Accordingly, we believe that free cash flow provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management.
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Non-GAAP net loss per share attributable to common stockholders, basic and diluted is a non-GAAP financial measure that is calculated as GAAP net loss plus stock-based compensation expense, provision (benefit) for income taxes, payroll tax expenses on employee stock transactions, legal settlement charges, restructuring charges, gain on extinguishment of debt, change in fair value of warrant liabilities and certain one-time expenses divided by weighted average shares outstanding. We exclude the effect of our liability classified warrants to arrive at the weighted average common shares outstanding when their effect is anti-dilutive. We believe that making these adjustments before calculating per share amounts for all periods presented provides a more meaningful comparison between our operating results from period to period.
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THE REALREAL, INC.
Statements of Operations
(In thousands, except share and per share data)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Consignment revenue | $ | 116,908 | $ | 102,852 | $ | 345,270 | $ | 302,072 | |||||||||||||||
| Direct revenue | 15,623 | 17,356 | 45,056 | 63,196 | |||||||||||||||||||
| Shipping services revenue | 15,224 | 12,964 | 46,163 | 40,663 | |||||||||||||||||||
| Total revenue | 147,755 | 133,172 | 436,489 | 405,931 | |||||||||||||||||||
| Cost of revenue: | |||||||||||||||||||||||
| Cost of consignment revenue | 13,326 | 13,577 | 39,714 | 43,681 | |||||||||||||||||||
| Cost of direct revenue | 12,925 | 15,686 | 38,970 | 61,162 | |||||||||||||||||||
| Cost of shipping services revenue | 10,791 | 9,837 | 32,347 | 30,859 | |||||||||||||||||||
| Total cost of revenue | 37,042 | 39,100 | 111,031 | 135,702 | |||||||||||||||||||
| Gross profit | 110,713 | 94,072 | 325,458 | 270,229 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Marketing | 11,604 | 11,591 | 40,646 | 44,460 | |||||||||||||||||||
| Operations and technology | 66,199 | 61,038 | 194,593 | 194,645 | |||||||||||||||||||
| Selling, general and administrative | 47,512 | 44,788 | 141,364 | 138,959 | |||||||||||||||||||
| Restructuring | — | (856) | 196 | 37,396 | |||||||||||||||||||
Total operating expenses (1) | 125,315 | 116,561 | 376,799 | 415,460 | |||||||||||||||||||
| Loss from operations | (14,602) | (22,489) | (51,341) | (145,231) | |||||||||||||||||||
| Change in fair value of warrant liability | 744 | — | (9,209) | — | |||||||||||||||||||
| Gain on extinguishment of debt | — | — | 4,177 | — | |||||||||||||||||||
| Interest income | 1,940 | 2,260 | 6,272 | 6,717 | |||||||||||||||||||
| Interest expense | (5,948) | (2,673) | (15,468) | (8,018) | |||||||||||||||||||
| Loss before provision for income taxes | (17,866) | (22,902) | (65,569) | (146,532) | |||||||||||||||||||
| Provision for income taxes | 72 | 47 | 178 | 247 | |||||||||||||||||||
| Net loss attributable to common stockholders | $ | (17,938) | $ | (22,949) | $ | (65,747) | $ | (146,779) | |||||||||||||||
| Net loss per share attributable to common stockholders | |||||||||||||||||||||||
| Basic | $ | (0.16) | $ | (0.22) | $ | (0.61) | $ | (1.45) | |||||||||||||||
| Diluted | $ | (0.17) | $ | (0.22) | $ | (0.61) | $ | (1.45) | |||||||||||||||
| Weighted average shares used to compute net loss per share attributable to common stockholders | |||||||||||||||||||||||
| Basic | 109,016,060 | 102,648,790 | 107,043,946 | 101,087,793 | |||||||||||||||||||
| Diluted | 112,418,751 | 102,648,790 | 107,043,946 | 101,087,793 | |||||||||||||||||||
(1) Includes stock-based compensation as follows: | |||||||||||||||||||||||
| Marketing | $ | 225 | $ | 382 | $ | 707 | $ | 1,181 | |||||||||||||||
| Operations and technology | 2,533 | 3,115 | 7,527 | 10,107 | |||||||||||||||||||
| Selling, general and administrative | 5,000 | 5,039 | 14,346 | 15,005 | |||||||||||||||||||
| Total | $ | 7,758 | $ | 8,536 | $ | 22,580 | $ | 26,293 | |||||||||||||||
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THE REALREAL, INC.
Condensed Balance Sheets
(In thousands, except share and per share data)
(Unaudited)
| September 30, 2024 | December 31, 2023 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 153,179 | $ | 175,709 | |||||||
| Accounts receivable, net | 15,953 | 17,226 | |||||||||
| Inventory, net | 19,921 | 22,246 | |||||||||
| Prepaid expenses and other current assets | 22,677 | 20,766 | |||||||||
| Total current assets | 211,730 | 235,947 | |||||||||
| Property and equipment, net | 95,218 | 104,087 | |||||||||
| Operating lease right-of-use assets | 79,142 | 86,348 | |||||||||
| Restricted cash | 14,911 | 14,914 | |||||||||
| Other assets | 5,251 | 5,627 | |||||||||
| Total assets | $ | 406,252 | $ | 446,923 | |||||||
| Liabilities and Stockholders’ Deficit | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 10,795 | $ | 8,961 | |||||||
| Accrued consignor payable | 73,242 | 77,122 | |||||||||
| Operating lease liabilities, current portion | 22,487 | 20,094 | |||||||||
| Convertible senior notes, net, current portion | 26,600 | — | |||||||||
| Other accrued and current liabilities | 92,573 | 82,685 | |||||||||
| Total current liabilities | 225,697 | 188,862 | |||||||||
| Operating lease liabilities, net of current portion | 91,274 | 104,856 | |||||||||
| Convertible senior notes, net | 276,483 | 452,421 | |||||||||
| Non-convertible notes, net | 131,427 | — | |||||||||
| Warrant liability | 19,626 | — | |||||||||
| Other noncurrent liabilities | 7,158 | 4,083 | |||||||||
| Total liabilities | 751,665 | 750,222 | |||||||||
| Stockholders’ deficit: | |||||||||||
Common stock, $0.00001 par value; 500,000,000 shares authorized as of September 30, 2024, and December 31, 2023; 109,689,946 and 104,670,500 shares issued and outstanding as of September 30, 2024, and December 31, 2023, respectively | 1 | 1 | |||||||||
| Additional paid-in capital | 839,958 | 816,325 | |||||||||
| Accumulated deficit | (1,185,372) | (1,119,625) | |||||||||
| Total stockholders’ deficit | (345,413) | (303,299) | |||||||||
| Total liabilities and stockholders’ deficit | $ | 406,252 | $ | 446,923 | |||||||
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THE REALREAL, INC.
Condensed Statements of Cash Flows
(In thousands)
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | (65,747) | $ | (146,779) | |||||||
| Adjustments to reconcile net loss to cash used in operating activities: | |||||||||||
| Depreciation and amortization | 24,806 | 23,530 | |||||||||
| Stock-based compensation expense | 22,580 | 26,293 | |||||||||
| Reduction of operating lease right-of-use assets | 11,280 | 12,999 | |||||||||
| Bad debt expense | 1,844 | 1,565 | |||||||||
| Non-cash interest expense | 3,761 | 575 | |||||||||
| Issuance costs allocated to liability classified warrants | 374 | — | |||||||||
| Accretion of debt discounts and issuance costs | 1,607 | 1,920 | |||||||||
| Property, plant, equipment, and right-of-use asset impairments | — | 33,817 | |||||||||
| Provision for inventory write-downs and shrinkage | 2,479 | 8,836 | |||||||||
| Gain on debt extinguishment | (4,177) | — | |||||||||
| Change in fair value of warrant liability | 9,209 | — | |||||||||
| Loss related to warehouse fire, net | 279 | — | |||||||||
| Other adjustments | (628) | (556) | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable, net | (571) | (2,922) | |||||||||
| Inventory, net | 96 | 9,474 | |||||||||
| Prepaid expenses and other current assets | 990 | 1,897 | |||||||||
| Other assets | 229 | (2,856) | |||||||||
| Operating lease liability | (15,263) | (21,399) | |||||||||
| Accounts payable | 837 | (1,550) | |||||||||
| Accrued consignor payable | (5,006) | (15,018) | |||||||||
| Other accrued and current liabilities | 10,036 | (1,499) | |||||||||
| Other noncurrent liabilities | (163) | (118) | |||||||||
| Net cash used in operating activities | (1,148) | (71,791) | |||||||||
| Cash flow from investing activities: | |||||||||||
| Insurance proceeds related to warehouse fire | 461 | — | |||||||||
| Capitalized proprietary software development costs | (8,051) | (9,870) | |||||||||
| Purchases of property and equipment | (9,168) | (25,528) | |||||||||
| Net cash used in investing activities | (16,758) | (35,398) | |||||||||
| Cash flow from financing activities: | |||||||||||
| Proceeds from exercise of stock options | 118 | 19 | |||||||||
| Taxes paid related to restricted stock vesting | (467) | (501) | |||||||||
| Proceeds from issuance of stock in connection with the Employee Stock Purchase Program | 624 | 446 | |||||||||
| Cash received from settlement of capped calls in conjunction with the Note Exchange | 396 | — | |||||||||
| Issuance costs paid related to the Note Exchange | (5,298) | — | |||||||||
| Net cash used in financing activities | (4,627) | (36) | |||||||||
| Net decrease in cash, cash equivalents and restricted cash | (22,533) | (107,225) | |||||||||
| Cash, cash equivalents and restricted cash | |||||||||||
| Beginning of period | 190,623 | 293,793 | |||||||||
| End of period | $ | 168,090 | $ | 186,568 | |||||||
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The following table reflects the reconciliation of net loss to Adjusted EBITDA for each of the periods indicated (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Adjusted EBITDA Reconciliation: | |||||||||||||||||||||||
| Net loss | $ | (17,938) | $ | (22,949) | $ | (65,747) | $ | (146,779) | |||||||||||||||
| Depreciation and amortization | 8,270 | 7,744 | 24,806 | 23,530 | |||||||||||||||||||
| Interest income | (1,940) | (2,260) | (6,272) | (6,717) | |||||||||||||||||||
| Interest expense | 5,948 | 2,673 | 15,468 | 8,018 | |||||||||||||||||||
| Provision for income taxes | 72 | 47 | 178 | 247 | |||||||||||||||||||
| EBITDA | (5,588) | (14,745) | (31,567) | (121,701) | |||||||||||||||||||
| Stock-based compensation | 7,758 | 8,536 | 22,580 | 26,293 | |||||||||||||||||||
| Payroll taxes expense on employee stock transactions | 76 | 74 | 250 | 142 | |||||||||||||||||||
| Legal settlement | — | — | 600 | 1,100 | |||||||||||||||||||
Restructuring charges (1) | — | (856) | 196 | 37,396 | |||||||||||||||||||
Gain on extinguishment of debt (2) | — | — | (4,177) | — | |||||||||||||||||||
Change in fair value of warrant liability (3) | (744) | — | 9,209 | — | |||||||||||||||||||
One time expenses (4) | 822 | — | 1,211 | 159 | |||||||||||||||||||
| Adjusted EBITDA | $ | 2,324 | $ | (6,991) | $ | (1,698) | $ | (56,611) | |||||||||||||||
(1) Restructuring charges for the three and nine months ended September 30, 2023 consists of impairment of right-of-use assets and property and equipment, employee severance charges, gain on lease terminations, and other charges, including legal and transportation expenses.
(2) The gain on extinguishment of debt for the nine months ended September 30, 2024 reflects the difference between the carrying value of the Exchanged Notes and the fair value of the 2029 Notes.
(3) The change in fair value of warrant liability for the three and nine months ended September 30, 2024 reflects the remeasurement of the warrants issued by the Company in connection with the Note Exchange in February 2024.
(4) One time expenses for the three and nine months ended September 30, 2024 consists of vendor services settlements and estimated losses, net of estimated insurance recoveries related to the fire at one of our New Jersey authentication centers. One time expenses for the nine months ended September 30, 2023 consists of retention bonuses for certain executives incurred in connection with our founder's resignation on June 6, 2022.
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A reconciliation of GAAP net loss to non-GAAP net loss attributable to common stockholders, the most directly comparable GAAP financial measure, in order to calculate non-GAAP net loss attributable to common stockholders per share, basic and diluted, is as follows (in thousands, except share and per share data):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net loss | $ | (17,938) | $ | (22,949) | $ | (65,747) | $ | (146,779) | |||||||||||||||
| Stock-based compensation | 7,758 | 8,536 | 22,580 | 26,293 | |||||||||||||||||||
| Payroll tax expense on employee stock transactions | 76 | 74 | 250 | 142 | |||||||||||||||||||
| Legal settlement | — | — | 600 | 1,100 | |||||||||||||||||||
| Restructuring charges | — | (856) | 196 | 37,396 | |||||||||||||||||||
| Provision for income taxes | 72 | 47 | 178 | 247 | |||||||||||||||||||
| Gain on extinguishment of debt | — | — | (4,177) | — | |||||||||||||||||||
| Change in fair value of warrant liability | (744) | — | 9,209 | — | |||||||||||||||||||
| One time expenses | 822 | — | 1,211 | 159 | |||||||||||||||||||
| Non-GAAP net loss attributable to common stockholders | $ | (9,954) | $ | (15,148) | $ | (35,700) | $ | (81,442) | |||||||||||||||
| Weighted-average common shares outstanding to calculate Non-GAAP net loss attributable to common stockholders per share, basic and diluted | 109,016,060 | 102,648,790 | 107,043,946 | 101,087,793 | |||||||||||||||||||
| Non-GAAP net loss attributable to common stockholders per share, basic and diluted | $ | (0.09) | $ | (0.15) | $ | (0.33) | $ | (0.81) | |||||||||||||||
The following table presents a reconciliation of net cash provided for (used in) operating activities to free (negative) cash flow for each of the periods indicated (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net cash provided for (used in) operating activities | $ | 9,073 | $ | (10,933) | $ | (1,148) | $ | (71,791) | |||||||||||||||
| Purchase of property and equipment and capitalized proprietary software development costs | (6,939) | (8,120) | (17,219) | (35,398) | |||||||||||||||||||
| Free (negative) cash flow | $ | 2,134 | $ | (19,053) | $ | (18,367) | $ | (107,189) | |||||||||||||||
Key Financial and Operating Metrics:
| September 30, 2022 | December 31, 2022 | March 31, 2023 | June 30, 2023 | September 30, 2023 | December 31, 2023 | March 31, 2024 | June 30, 2024 | September 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||
| GMV | $ | 440,659 | $ | 492,955 | $ | 444,366 | $ | 423,341 | $ | 407,608 | $ | 450,668 | $ | 451,941 | $ | 440,914 | $ | 433,074 | |||||||||||||||||||||||||||||||||||
| NMV | $ | 325,105 | $ | 367,382 | $ | 327,805 | $ | 303,918 | $ | 302,912 | $ | 335,245 | $ | 334,815 | $ | 329,422 | $ | 335,191 | |||||||||||||||||||||||||||||||||||
| Consignment Revenue | $ | 93,874 | $ | 110,199 | $ | 102,643 | $ | 96,577 | $ | 102,852 | $ | 113,500 | $ | 115,648 | $ | 112,714 | $ | 116,908 | |||||||||||||||||||||||||||||||||||
| Direct Revenue | $ | 34,005 | $ | 33,252 | $ | 24,953 | $ | 20,887 | $ | 17,356 | $ | 15,964 | $ | 12,709 | $ | 16,724 | $ | 15,623 | |||||||||||||||||||||||||||||||||||
| Shipping Services Revenue | $ | 14,824 | $ | 16,204 | $ | 14,308 | $ | 13,391 | $ | 12,964 | $ | 13,909 | $ | 15,443 | $ | 15,496 | $ | 15,224 | |||||||||||||||||||||||||||||||||||
| Number of Orders | 952 | 993 | 891 | 789 | 794 | 826 | 840 | 820 | 829 | ||||||||||||||||||||||||||||||||||||||||||||
| Take Rate | 36.0 | % | 35.7 | % | 37.4 | % | 36.7 | % | 38.1 | % | 37.7 | % | 38.4 | % | 38.5 | % | 38.6 | % | |||||||||||||||||||||||||||||||||||
Active Buyers (1) | 404 | 430 | 388 | 351 | 364 | 381 | 384 | 381 | 389 | ||||||||||||||||||||||||||||||||||||||||||||
| AOV | $ | 463 | $ | 496 | $ | 499 | $ | 537 | $ | 513 | $ | 545 | $ | 538 | $ | 538 | $ | 522 | |||||||||||||||||||||||||||||||||||
(1) During the three months ended June 30, 2024, we updated active buyers to be buyers who purchased goods through our online marketplace during the 3 months ended on the last day of the period presented. Previously we had measured buyers who purchased goods during the 12 months ended on the last day of the period presented. The prior periods have been updated to active buyers during the 3 months ended on the last day of the period presented.
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