REAL RealReal Inc

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 GuidanceBased 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 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 CallThe 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 HoweIR@therealreal.com

Press Contact:Mallory JohnstonPR@therealreal.com

Forward Looking StatementsThis 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 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 MeasuresTo 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.

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.

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

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

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

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.

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.