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1stdibs.com, Inc.

For the period ended Jun 30, 2025. Filed Aug 7, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 7, 2025

DIBS$6.02-0.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-12.

0001600641-25-000057

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-07.

0001600641-25-000113

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 99 previous paragraphs and 99 current paragraphs.

62 unchanged; 20 reworded; 14 added; 17 removed; 0 previous and 3 current paragraphs rearranged.

Tables are not compared: 13 previous and 20 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (14)

Current report

Net revenue was generally consistent with $22.1 million for the three months ended June 30, 2025, as compared to $22.2 million for the three months ended June 30, 2024. The $0.1 million decrease was primarily driven by a decrease in GMV which was due to a decrease in number of orders. Net revenue decreased at a lower rate than GMV due to a lower number of high dollar orders which have lower commission rates. While the impacts are difficult to isolate and quantify, we believe our GMV, number of orders, and net revenue have continued to be impacted negatively, both directly and indirectly, by macroeconomic factors, including significant housing market volatility, significant capital market volatility, and global economic and geopolitical developments. We believe we have, and continue to work to position the business to benefit from an improvement in macroeconomic factors.

Current report

Sales and marketing expense was $8.1 million for the three months ended June 30, 2025, as compared to $9.3 million for the three months ended June 30, 2024. The decrease of $1.1 million, or 12%, was primarily driven by a $0.5 million decrease in performance-based marketing and promotional campaigns, as well as a $0.5 million decrease in salaries and benefits and a $0.2 million decrease in stock-based compensation, both resulting from decreases in headcount, primarily related to our reduction in workforce in January 2025.

Current report

Technology development expense was $5.9 million for the three months ended June 30, 2025, as compared to $5.5 million for the three months ended June 30, 2024. The increase of $0.4 million, or 8%, was primarily driven by a $0.4 million increase in salaries and benefits resulting from our annual compensation increases in March.

Current report

General and administrative expense was $6.6 million for the three months ended June 30, 2025, as compared to $6.9 million for the three months ended June 30, 2024. The decrease of $0.3 million, or 4%, was primarily driven by a $0.3 million decrease in salaries and benefits as a result of our restructuring costs in the three months ended June 30, 2024.

Current report

Provision for transaction losses was $1.0 million for the three months ended June 30, 2025, as compared to $0.8 million for the three months ended June 30, 2024. The increase of $0.1 million, or 17%, was primarily driven by an increase in the reserves for bad debt.

Current report

Net revenue was $44.7 million for the six months ended June 30, 2025, as compared to $44.3 million for the six months ended June 30, 2024. The increase of $0.4 million, or 1%, was primarily driven by an increase in GMV of 1% from the six months ended June 30, 2024.

Current report

Cost of revenue was generally consistent with $12.5 million for the six months ended June 30, 2025, as compared to $12.4 million for the six months ended June 30, 2024, an increase of less than $0.1 million. There were increases of $0.3 million in net shipping expense and $0.2 million in salaries and benefits due to annual compensation increases in March. These increases were partially offset by a $0.4 million decrease in credit card processing fees due to better pricing negotiated with one of our main payment processors.

Current report

Sales and marketing expense was $17.3 million for the six months ended June 30, 2025, as compared to $18.4 million for the six months ended June 30, 2024. The decrease of $1.2 million, or 6%, was primarily driven by a $0.6 million decrease in salaries and benefits resulting from decreases in headcount, primarily related to our reduction in workforce in January 2025 and a $0.4 million decrease in promotional campaigns.

Current report

General and administrative expense was $13.6 million for the six months ended June 30, 2025, as compared to $13.9 million for the six months ended June 30, 2024. The decrease of $0.3 million, or 2%, was primarily driven by a $0.4 million decrease in salaries and wages as a result of our restructuring costs in the six months ended June 30, 2024.

Current report

During the three months ended June 30, 2025, the company performed a quantitative assessment of our goodwill as a result of the continued decline in our stock price and related overall market capitalization, as well as the impact of macroeconomic factors. While there was no impairment recorded, the fair value of our reporting unit, without the use of an implied control premium, exceeded its carrying value by less than 10%, indicating that goodwill may be at risk of impairment in the future.
Removed paragraphs (17)

Previous report

Net revenue was $22.5 million for the three months ended March 31, 2025, as compared to $22.1 million for the three months ended March 31, 2024. The increase of $0.5 million, or 2%, was primarily driven by increase in GMV which was due to the increase in average order value, as number of orders was consistent period over period.

Previous report

Sales and marketing expense was generally consistent with $9.1 million for the three months ended March 31, 2025, as compared to $9.2 million for the three months ended March 31, 2024.

Previous report

General and administrative expense was generally flat with $7.0 million for the three months ended March 31, 2025, as compared to $7.0 million for the three months ended March 31, 2024. The decrease of $0.1 million, or 1%, was primarily driven by a $0.4 million decrease in non-income taxes expense primarily related to a settlement of a sales tax audit in the prior year and a $0.1 million decrease in salaries and benefits, due to lower headcount, and a $0.1 million decrease in professional services, due to lower consultant usage. These were partially offset by a $0.6 million increase in stock-based compensation expense resulting from our annual equity grants.
Reworded paragraphs (20)

Previous wording

We define Adjusted EBITDA as net loss excluding depreciation and amortization, stock-based compensation expense, other income, net, provision for income taxes, gain on sale of business, and strategic alternative expenses. Adjusted EBITDA is a key performance measure used by our management and board of directors to assess our operating performance and the operating leverage of our business. We believe that Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the income and expenses that we exclude from Adjusted EBITDA. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results, enhances the overall understanding of our past performance and future prospects, and allows for greater transparency with respect to key financial metrics used by our management in their financial and operational decision-making. See “Non-GAAP Financial Measures” for more information and for a reconciliation of net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA.

Current wording

We define Adjusted EBITDA as net loss excluding depreciation and amortization, stock-based compensation expense, other income, net, provision for income taxes, and strategic alternative expenses. Adjusted EBITDA is a key performance measure used by our management and board of directors to assess our operating performance and the operating leverage of our business. We believe that Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the income and expenses that we exclude from Adjusted EBITDA. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results, enhances the overall understanding of our past performance and future prospects, and allows for greater transparency with respect to key financial metrics used by our management in their financial and operational decision-making. See “Non-GAAP Financial Measures” for more information and for a reconciliation of net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA.

Previous wording

Our net revenue consists principally of seller marketplace services. Seller marketplace services primarily consist of marketplace transactions, subscriptions, and listing fees. Marketplace transaction fees are collected when sellers pay us commissions ranging from 5% to 50% of GMV and processing fees, which are approximately 3% of the buyer’s total payment, net of expected refunds. If a seller accepts a return or refund for an on-platform purchase, the related commission and processing fees are refunded. Subscriptions provide access to our online marketplace, allowing sellers, who are our customers, to execute successful purchase transactions with buyers. We offer our sellers various subscription pricing tiers which allows them to choose the plan that best fits their business, with choices of a higher monthly subscription fee and lower commission rates or lower monthly subscription fee and higher commission rates. Listing fee revenue is collected when sellers pay us for promoting certain products on their behalf and at their discretion through our online marketplace. Advertisements consist of impression-based ads displayed on our online marketplace on the seller’s behalf.

Current wording

Our net revenue consists principally of seller marketplace services. Seller marketplace services primarily consist of marketplace transactions, subscriptions, and listing fees. Marketplace transaction fees are collected when sellers pay us commissions ranging from 5% to 50% of GMV and processing fees, which are approximately 3% of the buyer’s total payment, net of expected refunds. If a seller accepts a return or refund for an on-platform purchase, the related commission and, in some cases, processing fees are refunded. Subscriptions provide access to our online marketplace, allowing sellers, who are our customers, to execute successful purchase transactions with buyers. We offer our sellers various subscription pricing tiers which allows them to choose the plan that best fits their business, with choices of a higher monthly subscription fee and lower commission rates or lower monthly subscription fee and higher commission rates. Listing fee revenue is collected when sellers pay us for promoting certain products on their behalf and at their discretion through our online marketplace. Advertisements consist of impression-based ads displayed on our online marketplace on the seller’s behalf.

Previous wording

Sales and marketing expenses include payroll, employee benefits, stock-based compensation, other headcount-related expenses associated with sales and marketing personnel, advertising expense, consulting costs, and promotional discounts offered to new and existing buyers. Advertising expenses consist primarily of costs incurred promoting and marketing our services, such as costs associated with acquiring new users through performance-based marketing, social media programs, email, and events. Promotional discounts and incentives represent incentives solely to end buyers and, therefore, are not considered payments made to our customers. Buyers are not our customers because access to the 1stDibs online marketplace is free for buyers, and we have no performance obligations with respect to buyers.

Current wording

Sales and marketing expenses include payroll, employee benefits, stock-based compensation, other headcount-related expenses associated with sales and marketing personnel, advertising expense, consulting costs, and promotional discounts offered to new and existing buyers. Advertising expenses consist primarily of costs incurred promoting and marketing our services, such as costs associated with acquiring new users through performance-based marketing, social media programs, email, and events. Promotional discounts and incentives represent incentives solely to end buyers and, therefore, are not considered payments made to our customers. Buyers are not our customers because access to the 1stDibs online marketplace is free for buyers, and we have no performance obligations with respect to buyers; we consider our sellers to be our customers.

Previous wording

General and administrative expenses include payroll, employee benefits, stock-based compensation, and other headcount-related expenses associated with finance, legal, facility and human resources related personnel, lease expense, net of sublease income, business liability insurance, accounting, professional fees, and depreciation of property and equipment. We expense all general and administrative expenses as incurred.

Current wording

General and administrative expenses include payroll, employee benefits, stock-based compensation, and other headcount-related expenses associated with finance, legal, facility and human resources related personnel, lease expense, net of sublease income, business liability insurance, accounting, professional fees, consulting costs, and depreciation of property and equipment. We expense all general and administrative expenses as incurred.

Previous wording

Provision for transaction losses primarily consists of transaction loss expense associated with our buyer protection program, including damages to products caused by shipping and transit, items that were not received or not as represented by the seller, and reimbursements to buyers at our discretion if they are dissatisfied with their experience. The provision for transaction losses also includes bad debt expense associated with our accounts receivable balance.

Current wording

Provision for transaction losses primarily consists of transaction loss expense associated with our buyer protection program, including damages to products caused by shipping and transit, items that were not received or not as described by the seller, and reimbursements to buyers at our discretion if they are dissatisfied with their experience. The provision for transaction losses also includes bad debt expense associated with our accounts receivable balance.

Previous wording

Our marketplace transaction fees represent the majority of our net revenue and accounted for 75% and 74% of our net revenue for the three months ended March 31, 2025 and 2024, respectively. Subscription fees accounted for 21% and 22% of our net revenue for the three months ended March 31, 2025 and 2024, respectively.

Current wording

Our marketplace transaction fees represent the majority of our net revenue and accounted for 74% and 75% of our net revenue for the three months ended June 30, 2025 and 2024, respectively. Subscription fees accounted for 22% and 21% of our net revenue for the three months ended June 30, 2025 and 2024, respectively.

Previous wording

Cost of revenue was generally consistent with $6.2 million for the three months ended March 31, 2025, as compared to $6.1 million for the three months ended March 31, 2024.

Current wording

Cost of revenue was generally consistent with $6.2 million for the three months ended June 30, 2025, as compared to $6.3 million for the three months ended June 30, 2024, a decrease of less than $0.1 million.

Previous wording

Gross profit was $16.3 million and gross margin was 72.4% for the three months ended March 31, 2025, as compared to gross profit of $16.0 million and gross margin of 72.5% for the three months ended March 31, 2024. Gross profit and gross margin for the three months ended March 31, 2025 was generally consistent due to the 2% increases in both net revenue and cost of revenue as outlined above.

Current wording

Gross profit was $15.9 million and gross margin was 71.8% for the three months ended June 30, 2025, as compared to gross profit of $15.9 million and gross margin of 71.7% for the three months ended June 30, 2024. Gross profit and gross margin for the three months ended June 30, 2025 was generally consistent to the three months ended June 30, 2024 due to the consistent fluctuations in both net revenue and cost of revenue as outlined above.

Previous wording

Other income, net was $1.5 million for the three months ended March 31, 2025, as compared to $2.0 million for the three months ended March 31, 2024. The decrease of $0.6 million, or 29%, was primarily due to lower interest income driven by lower cash, cash equivalents, and short-term investments for the three months ended March 31, 2025 coupled with interest rate drops throughout 2024.

Current wording

Other income, net was $1.4 million for the three months ended June 30, 2025, as compared to $2.1 million for the three months ended June 30, 2024. The decrease of $0.6 million, or 31%, was primarily due to lower interest income driven by lower cash, cash equivalents, and short-term investments for the three months ended June 30, 2025 coupled with interest rate drops throughout 2024 which caused lower rates for all of 2025.

Previous wording

Technology development expense was $5.6 million for the three months ended March 31, 2025, as compared to $4.7 million for the three months ended March 31, 2024. The increase of $0.9 million, or 18%, was primarily driven by a $0.7 million increase in salaries and benefits and a $0.3 million increase in stock-based compensation expense resulting from our annual compensation increases and equity grants in March as well as an increase in headcount.

Current wording

Technology development expense was $11.5 million for the six months ended June 30, 2025, as compared to $10.2 million for the six months ended June 30, 2024. The increase of $1.3 million, or 13%, was primarily driven by a $1.1 million increase in salaries and benefits and a $0.2 million increase in stock-based compensation expense resulting from our annual compensation increases and equity grants in March.

Previous wording

Provision for transaction losses was $0.9 million for the three months ended March 31, 2025, as compared to $0.4 million for the three months ended March 31, 2024. The increase of $0.5 million, or 117%, was primarily driven by a provision adjustment for a change in estimate based upon historical trends in the prior year as well as timing and volume of claims and an increase in GMV.

Current wording

Provision for transaction losses was $1.9 million for the six months ended June 30, 2025, as compared to $1.2 million for the six months ended June 30, 2024. The increase of $0.6 million, or 51%, was primarily driven by a provision adjustment in the prior year resulting from a change in estimate based upon historical trend analysis as well as the timing and volume of claims.

Previous wording

As of March 31, 2025, we had cash, cash equivalents and short-term investments of $101.0 million and an accumulated deficit of $337.2 million. Net cash used in operating activities was $0.1 million in the three months ended March 31, 2025. We expect operating losses and negative cash flows from operations to continue in the foreseeable future as we continue to strategically invest in growth activities. Our principal use of cash is to fund our operations including platform development to support our strategic initiatives and anticipated share repurchases under the 2024 Stock Repurchase Program.

Current wording

As of June 30, 2025, we had cash, cash equivalents and short-term investments of $94.3 million and an accumulated deficit of $341.5 million. Net cash used in operating activities was $5.2 million in the six months ended June 30, 2025. We expect operating losses and negative cash flows from operations to continue in the foreseeable future as we continue to strategically invest in growth activities. Our principal use of cash is to fund our operations including platform development to support our strategic initiatives.

Previous wording

Based on our current plans, we believe our existing cash, cash equivalents and short-term investments will be sufficient to fund our operations and capital expenditure requirements through at least the next 12 months. We expect to continue to incur substantial expenditures in the near term to support our ongoing activities. While management believes that our current cash, cash equivalents and short-term investments are sufficient to fund our operating expenses, capital expenditure requirements, and any anticipated share repurchases under the 2024 Stock Repurchase Program for at least the next 12 months, we may need to borrow funds or raise additional equity to achieve our longer-term business objectives.

Current wording

Based on our current plans, we believe our existing cash, cash equivalents and short-term investments will be sufficient to fund our operations and capital expenditure requirements through at least the next 12 months. We expect to continue to incur substantial expenditures in the near term to support our ongoing activities. While management believes that our current cash, cash equivalents and short-term investments are sufficient to fund our operating expenses and capital expenditure requirements for at least the next 12 months, we may need to borrow funds or raise additional equity to achieve our longer-term business objectives.

Previous wording

During the three months ended March 31, 2025, 477,992 shares of our common stock were purchased for a total cost of $1.8 million and approximately $2.0 million remains available for future purchases. The following table summarizes total treasury stock purchased under each of the Company's programs as of the periods presented:

Current wording

During the six months ended June 30, 2025, 477,992 shares of our common stock were purchased for a total cost of $1.8 million and approximately $2.0 million remains available for future purchases. The following table summarizes total treasury stock purchased under each of the Company's programs as of the periods presented:

Previous wording

Net cash used in operating activities was $0.1 million for the three months ended March 31, 2025 and was driven primarily by offsetting increases and decreases in operating assets and liabilities, including a $1.2 million increase in receivables from payment processors due to an increase in GMV and the timing of cash receipts from the payment processers, a $1.0 million decrease in operating lease liabilities due to our monthly operating lease payments, partially offset by a $1.2 million increase in payables due to sellers due to an increase in GMV and the timing of the payments we make to our sellers.

Current wording

Net cash used in operating activities was $5.2 million for the six months ended June 30, 2025 and was driven primarily by changes in operating assets and liabilities, including a $2.0 million decrease in operating lease liabilities due to our monthly operating lease payments, a $1.7 million decrease in accounts payable and accrued expenses due to timing of payments and invoices, and a $1.3 million increase in prepaid expenses and other current assets due to timing of prepaid contracts.

Previous wording

Net cash used in operating activities was $3.1 million for the three months ended March 31, 2024, and was driven primarily by a $2.9 million change in accounts payable and accrued expenses due to timing of payments and invoices, including our annual bonuses which were paid in March 2024.

Current wording

Net cash used in operating activities was $5.7 million for the six months ended June 30, 2024, and was driven primarily by a $3.6 million change in accounts payable and accrued expenses due to timing of payments and invoices, including our annual bonuses which were paid in March 2024 and a $1.4 million change in operating lease liabilities due to the continued lease payments on our previous and current NYC headquarters, partially offset by our sublease income.

Previous wording

Net cash used in investing activities was $3.3 million for the three months ended March 31, 2025, and was driven primarily by $24.0 million in purchases of short-term investments, partially offset by $21.0 million in maturities and sales of short-term investments.

Current wording

Net cash provided by investing activities was $5.9 million for the six months ended June 30, 2025, and was driven primarily by $38.8 million in maturities and sales of short-term investments, partially offset by $32.5 million in purchases of short-term investments.

Previous wording

Net cash provided by investing activities was $1.4 million for the three months ended March 31, 2024, and was driven primarily by $31.6 million maturities of short-term investments partially offset by $29.5 million purchases of short-term investments.

Current wording

Net cash provided by investing activities was $15.3 million for the six months ended June 30, 2024, and was driven primarily by $67.8 million maturities and sales of short-term investments, partially offset by $51.5 million purchases of short-term investments.

Previous wording

Net cash used in financing activities was $2.4 million for the three months ended March 31, 2025, and was driven primarily by $1.8 million in purchases of our common stock as part of our 2024 Stock Repurchase Program and $0.6 million of payments for taxes related to net share settlements of stock-based compensation awards.

Current wording

Net cash used in financing activities was $3.1 million for the six months ended June 30, 2025, and was driven primarily by $1.8 million in purchases of our common stock as part of our 2024 Stock Repurchase Program and $1.3 million of payments for taxes related to net share settlements of stock-based compensation awards.

Previous wording

Net cash used in financing activities was $2.0 million for the three months ended March 31, 2024, and was driven primarily by $2.7 million of purchases of our common stock as part of our 2023 Stock Repurchase Program partially offset by $0.7 million in proceeds from the exercise of stock options.

Current wording

Net cash used in financing activities was $23.1 million for the six months ended June 30, 2024, and was driven primarily by $21.9 million in purchases of our common stock as part of our Stock Repurchase Program and $2.0 million of payments for taxes related to net share settlements of stock-based compensation awards, partially offset by $0.8 million in proceeds from the exercise of stock options.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

Our marketplace transaction fees represent the majority of our net revenue and accounted for 75% and 75% of our net revenue for the six months ended June 30, 2025 and 2024, respectively. Subscription fees accounted for 21% and 22% of our net revenue for the six months ended June 30, 2025 and 2024, respectively.

Current report — wording carried from elsewhere

Gross profit was $32.2 million and gross margin was 72.1% for the six months ended June 30, 2025, as compared to gross profit of $31.9 million and gross margin of 72.1% for the six months ended June 30, 2024. Gross profit and gross margin for the six months ended June 30, 2025 were generally consistent due to the fluctuations in both net revenue and cost of revenue as outlined above.

Current report — wording carried from elsewhere

Other income, net was $2.9 million for the six months ended June 30, 2025, as compared to $4.1 million for the six months ended June 30, 2024. The decrease of $1.2 million, or 30%, was primarily due to lower interest income driven by lower cash, cash equivalents, and short-term investments for the six months ended June 30, 2025 coupled with interest rate drops throughout 2024 which caused lower rates for all of 2025.