UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________________ to ____________________ Commission File Number: 001-40249 ThredUp Inc. (Exact name of registrant as specified in its charter) Indicate by ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (415) 402-5202 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on whi ...

Safe Harbor A reconciliation is provided below for Adjusted EBITDA to net loss, the most directly comparable financial measure stated in accordance with GAAP. We calculate Adjusted EBITDA as net loss adjusted to exclude, where applicable in a given period, stock-based compensation expense, depreciation and amortization, impairment of non-marketable equity investment, restructuring charges, interest expense, acquisition-related expenses, provision for income taxes, change in fair value of convertible preferr ...

thredUp Inc. (NASDAQ:TDUP) Q4 2022 Earnings Conference Call March 6, 2023 4:30 PM ET Company Participants Lauren Frasch - Head, Investor Relations James Reinhart - Co-Founder and CEO Sean Sobers - Chief Financial Officer Conference Call Participants Trevor Young - Barclays Kate Fitzsimons - Wells Fargo Anna Andreeva - Needham & Company Dylan Carden - William Blair Alexandra Steiger - Goldman Sachs Tom Nikic - Wedbush Securities Rick Patel - Raymond James Blake Anderson - Jefferies Ed Yruma - Piper Sandler D ...

Financial Data and Key Metrics Changes - Revenue for Q3 2022 was $67.9 million, representing a 7% year-over-year increase [38] - Active buyers rose 18% year-over-year to 1.7 million, while orders increased 24% year-over-year to 1.6 million [41] - GAAP net loss for Q3 2022 was $23.7 million, compared to a net loss of $14.7 million in the same quarter last year [43] - Adjusted EBITDA loss was $11 million, primarily due to planned investments in operating infrastructure and technology [11][43] Business Line Data and Key Metrics Changes - Consignment revenue decreased year-over-year, while product revenue grew by 74%, driven by the growth of the RaaS supply and the European acquisition [39] - Gross margin for U.S. operations declined slightly to 72.4%, a 40 basis point decrease year-over-year [41] - Consolidated gross margin was 65.5%, a 740 basis point decline due to the consolidation of the lower-margin European business [42] Market Data and Key Metrics Changes - The company observed a deterioration in consumer health towards the end of Q2, which continued into Q3, impacting revenue [12] - The promotional environment in Q4 is expected to be highly competitive, affecting revenue projections [48] Company Strategy and Development Direction - The company aims to reach adjusted EBITDA breakeven in the second half of 2023, assuming quarterly revenue of $80 million to $85 million [45] - Investments are being made to improve the buying experience and enhance the RaaS business model, which is expected to drive long-term profitability [30][27] - The company is focusing on expense management and reducing operating costs while maintaining strong unit economics [25][24] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in navigating the challenging consumer environment and believes that the resale market will gain share as retail inventory positions improve [15][36] - The company anticipates that the hyper-promotional landscape will subside, allowing it to compete effectively once again [51] - Management noted that consumer behavior is changing, with a growing expectation for lower prices, which could benefit resale in the long term [15] Other Important Information - The company is making significant improvements to its infrastructure, including a new high-tech processing and distribution center in Bulgaria [28] - The company released its inaugural impact report, highlighting its commitment to environmental, social, and governance (ESG) initiatives [32] Q&A Session Summary Question: What macro expectations underpin the view of flat growth in the first half of 2023? - Management indicated that the plan assumes the extreme promotional environment and inventory excess will have subsided [54] Question: How have budget value consumers trended in Q4? - Management noted that both budget and premium shoppers are currently sitting out, impacted by early promotions and a competitive environment [57] Question: What is the outlook for return rates in Q4? - Management expects return rates to remain elevated, similar to Q3, which negatively impacted revenue by approximately $3 million [71] Question: What are the expectations for the RaaS business in 2023? - Management is optimistic about RaaS growth, expecting more retailers to consider circular economy strategies as inventory positions improve [74] Question: How is the marketing budget planned for next year? - Management sees attractive acquisition costs and plans to ramp up marketing efforts in Q1 after the holiday season [82]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________________ to ____________________ Commission File Number: 001-40249 ThredUp Inc. (Exact name of registrant as specified in its charter) Delawar ...

| --- | --- | |-----------------------|----------------------------------------------------------------------------------------| | INVESTOR PRESENTATION | | | Second Quarter 2022 | The following contains confidential information. Do not distribute without permission. | Safe Harbor This presentation contains forward-looking statements within the meaning of the federal securities laws, which are statements that involve substantial risks and uncertainties. Forward-looking statements generally relate to future ...

Financial Data and Key Metrics Changes - Revenue for Q2 2022 was $76.4 million, a 27% increase year-over-year, despite a slowdown in demand towards the end of the quarter [11][31] - Gross profit reached $52.6 million, representing a 19% year-over-year growth, with gross margins at 68.9% overall and 74.2% in the U.S. [11][34] - Adjusted EBITDA loss was $13.5 million, which is a decline compared to the adjusted EBITDA loss of $9 million in Q2 2021 [35][39] Business Line Data and Key Metrics Changes - Consignment revenue remained flat year-over-year, while product revenue grew by 145%, driven by the European acquisition and growth in the Resale-as-a-Service (RaaS) channel [31][32] - Active buyers increased by 29% to 1.7 million, and orders rose by 40% year-over-year, totaling 1.7 million [31][33] Market Data and Key Metrics Changes - The consumer environment has deteriorated, particularly affecting budget consumers, who make up a significant portion of the customer base [9][12] - The average order value for discount shoppers declined by 7%, while upscale shoppers saw a 15% increase in average order value [13] Company Strategy and Development Direction - The company aims to reach adjusted EBITDA breakeven by managing costs and adjusting its business model to adapt to changing consumer behavior [10][20] - Investments are being made in customer experience and operational improvements, including the launch of new features and tools to enhance the shopping experience [20][21] - The company is focusing on its marketplace model's flexibility to adjust pricing and inventory based on consumer demand [15][17] Management's Comments on Operating Environment and Future Outlook - Management acknowledges the challenges posed by inflation and changing consumer habits, particularly among budget consumers [9][12] - The company expects to maintain strong gross margins and is prepared to adjust pricing and promotions to remain competitive [19][65] - There is a cautious outlook for the second half of 2022, with expectations that current trends will persist without significant recovery [59][60] Other Important Information - The company has made significant cost-cutting measures, including layoffs and reducing discretionary spending, to position itself for profitability [18][40] - The European business is expected to contribute more significantly in Q4, with higher average selling prices and gross margins [83] Q&A Session Summary Question: What needs to go right for breakeven in 2H 2023? - Management expects current trends to persist, with no significant recovery anticipated in the near term [59] Question: Are trends stabilizing or deteriorating? - Trends are stabilizing at lower levels, with management projecting to operate at these levels for some time [63] Question: Are customer acquisition costs coming down? - There is a noted decrease in advertising costs, which may allow for more customer acquisition opportunities [71] Question: What level of promotional activity is assumed in the outlook? - A highly competitive environment is anticipated, with adjustments in pricing and promotions expected [76] Question: How did Remix perform during the quarter? - Remix performed well and is expected to have its strongest quarter in Q4 due to seasonal trends [83] Question: What are the trends in merchandise and pricing adjustments? - Discount shoppers are trading down to cheaper items, while upscale shoppers are buying more expensive items [91]

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for the periods ended June 30, 2022, showing a decrease in total assets to **$345.9 million** and an increase in total liabilities to **$178.0 million**, with Q2 2022 revenue at **$76.4 million** and a net loss of **$28.4 million** Condensed Consolidated Balance Sheets (June 30, 2022 vs. Dec 31, 2021) | Account | June 30, 2022 ($ in thousands) | December 31, 2021 ($ in thousands) | | :--- | :--- | :--- | | **Total Current Assets** | 177,694 | 228,413 | | **Total Assets** | 345,898 | 360,826 | | **Total Current Liabilities** | 100,142 | 89,413 | | **Total Liabilities** | 177,969 | 155,092 | | **Total Stockholders' Equity** | 167,929 | 205,734 | Condensed Consolidated Statements of Operations (Q2 & H1 2022 vs. 2021) | Metric ($ in thousands) | Q2 2022 | Q2 2021 | H1 2022 | H1 2021 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | 76,421 | 59,959 | 149,116 | 115,639 | | **Gross Profit** | 52,648 | 44,132 | 102,876 | 83,850 | | **Operating Loss** | (28,333) | (13,886) | (48,908) | (28,564) | | **Net Loss** | (28,399) | (14,379) | (49,107) | (30,550) | | **Net Loss Per Share** | (0.29) | (0.15) | (0.50) | (0.54) | Condensed Consolidated Statements of Cash Flows (Six Months Ended June 30) | Cash Flow Activity ($ in thousands) | 2022 | 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | (24,835) | (9,090) | | Net cash used in investing activities | (4,764) | (66,417) | | Net cash (used in) provided by financing activities | (2,332) | 184,081 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The MD&A section details the company's performance, highlighting a **27%** year-over-year revenue increase to a record **$76.4 million** in Q2 2022, driven by growth in Active Buyers and Orders, while noting a widening net loss to **$28.4 million** and a decrease in gross margin to **69%** [Overview of Second Quarter Results](index=23&type=section&id=Overview%20of%20Second%20Quarter%20Results) In Q2 2022, ThredUp achieved record revenue of **$76.4 million**, a **27%** year-over-year increase, with gross profit growing **19%** to **$52.6 million**, despite a gross margin decline of **471 basis points** to **69%**, and an expanded GAAP net loss of **$28.4 million** Q2 2022 Financial Highlights | Metric | Q2 2022 | YoY Change | | :--- | :--- | :--- | | Revenue | $76.4 million | +27% | | Gross Profit | $52.6 million | +19% | | Gross Margin | 69% | -471 bps | | GAAP Net Loss | ($28.4 million) | Increased from ($14.4 million) | | Active Buyers | 1.72 million | +29% | | Orders | 1.70 million | +40% | [Results of Operations](index=25&type=section&id=Results%20of%20Operations) This sub-section provides a detailed comparison of financial results for the three and six months ended June 30, 2022, versus the same periods in 2021, showing **27%** Q2 revenue growth driven by a **145%** increase in Product revenue from European operations, a gross margin decline from **74%** to **69%**, and a **40%** rise in total operating expenses - Total revenue increased by **27%** in Q2 2022, primarily due to a **40%** increase in Orders and **29%** growth in Active Buyers, largely resulting from the acquisition of European operations in October 2021. However, revenue per Order decreased by **9%** due to lower pricing in Europe[102](index=102&type=chunk) - Gross profit margin decreased by **471 basis points** in Q2 2022 compared to Q2 2021. This was primarily due to the inclusion of European operations, where revenue is mainly from lower-margin product sales, making up a larger percentage of total revenue[105](index=105&type=chunk) - Total operating expenses increased by **40%** in Q2 2022 YoY, driven by investments in distribution center capacity, marketing, infrastructure to support being a public company, and expansion into Europe[111](index=111&type=chunk) [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2022, the company held **$148.5 million** in cash, cash equivalents, and short-term marketable securities, with negative cash flows from operations amounting to **$24.8 million** for the first half of 2022, and an amended term loan increasing borrowing capacity to **$70.0 million** - As of June 30, 2022, the company had cash, cash equivalents, and short-term marketable securities of **$148.5 million**[125](index=125&type=chunk) - In July 2022, the company amended its term loan facility, increasing its aggregate borrowing ability to **$70.0 million** and extending the maturity date to July 14, 2027[125](index=125&type=chunk) - Net cash used in operating activities for the six months ended June 30, 2022, was **$24.8 million**, compared to **$9.1 million** for the same period in 2021[128](index=128&type=chunk)[129](index=129&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company identifies its primary market risks as interest rate risk, affecting its **$32.0 million** variable-rate debt, inflation risk, potentially increasing operating costs and reducing consumer spending, and foreign currency exchange rate risk from European operations, primarily exposure to the Bulgarian lev (BGN), resulting in a **$3.0 million** negative translation adjustment - The company is exposed to interest rate risk through its variable-rate loan and security agreement, which had **$32.0 million** outstanding as of June 30, 2022[140](index=140&type=chunk) - Inflation is identified as a risk that could increase operating costs (wages, freight) and negatively impact consumer spending, potentially harming profitability[142](index=142&type=chunk) - Foreign currency risk from European operations, mainly the Bulgarian lev (BGN), resulted in a negative translation adjustment of **$3.0 million** to equity for the six months ended June 30, 2022[143](index=143&type=chunk)[144](index=144&type=chunk) [Item 4. Controls and Procedures](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that as of June 30, 2022, the company's disclosure controls and procedures were not effective due to a previously reported material weakness in internal control over financial reporting related to deficiencies in IT systems controls and inadequate controls over account reconciliations and journal entries, with remediation plans in progress - The CEO and CFO concluded that as of June 30, 2022, the company's disclosure controls and procedures were not effective[147](index=147&type=chunk) - The ineffectiveness is due to a previously identified material weakness related to deficiencies in controls over IT systems, user access, account reconciliations, and journal entries[148](index=148&type=chunk)[150](index=150&type=chunk) - Remediation plans are in progress, including hiring additional personnel and implementing new processes, but the material weakness has not yet been fully remediated[150](index=150&type=chunk)[151](index=151&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) The company states it is not a party to any material pending legal proceedings and that any claims arising in the ordinary course of business are not expected to have a material adverse effect - The company is not a party to any material pending legal proceedings[154](index=154&type=chunk) [Item 1A. Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) This section supplements previously disclosed risk factors, adding new risks related to international operations, restructuring activities, and interest rates, including potential negative impacts from foreign currency exchange rate fluctuations, the possibility of not realizing expected savings from restructuring, and increased borrowing costs due to rising interest rates - New risk factors disclosed include potential negative impacts from foreign currency exchange rate fluctuations due to international operations[156](index=156&type=chunk) - The company may not realize expected savings or benefits from its restructuring activities, which could disrupt operations[157](index=157&type=chunk) - Recent increases in interest rates and capital market volatility may increase borrowing costs and affect the ability to raise additional funds[158](index=158&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities during the period and confirms no material change in the planned use of proceeds from its March 2021 IPO, which raised net proceeds of **$175.5 million**, or its August 2021 public offering, which raised net proceeds of **$45.5 million** - The company's March 2021 IPO resulted in net proceeds of **$175.5 million** after deducting costs and commissions[160](index=160&type=chunk) - There has been no material change in the planned use of proceeds from the IPO or the subsequent August 2021 public offering[160](index=160&type=chunk)[161](index=161&type=chunk) [Other Items (Items 3, 4, 5, 6)](index=39&type=section&id=Other%20Items%20(Items%203%2C%204%2C%205%2C%206)) This section consolidates minor items, reporting no defaults upon senior securities (Item 3), stating that mine safety disclosures are not applicable (Item 4), providing no other material information (Item 5), and listing the exhibits filed with the report (Item 6) - Item 3: No defaults upon senior securities are reported[163](index=163&type=chunk) - Item 4: Mine safety disclosures are not applicable to the company[164](index=164&type=chunk) - Item 6: A list of exhibits filed with the 10-Q is provided, including certifications and XBRL data files[167](index=167&type=chunk)

Company Overview - thredUP's Q1 2022 revenue reached $73 million, representing a year-over-year (YoY) growth of 31%[16] - The company's gross profit for Q1 2022 was $50 million, a 26% increase YoY[16] - thredUP's revenue for 2021 was $252 million, a 35% increase YoY[16] - Gross profit for 2021 was $178 million, a 39% increase YoY[16] - The platform has 17 million active buyers[16] - thredUP facilitated 16 million orders in Q1 2022[16] RaaS (Resale-as-a-Service) - Madewell resale shop listings increased by over 500% after expanding into a broader range of categories[26] Sustainability Impact - thredUP estimates it has saved 11 billion pounds of carbon emissions[16] - The company estimates it has saved 20 billion kWh of energy[16] - thredUP estimates it has saved 44 billion gallons of water[16] - Buying used clothing instead of new reduces carbon footprint by 82%[57]