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United States securities and exchange commission logo
April 14, 2021
David S. Rosenblatt
Chief Executive Officer
1stdibs.com, Inc.
51 Astor Place, 3rd Floor
New York, New York 10003
Re: 1stdibs.com, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted March 29,
2021
CIK No. 0001600641
Dear Mr. Rosenblatt:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
March 29, 2021
Prospectus Summary, page 1
1. We note your response
to comment 1, and your amended disclosure that you are "one of"
the world's leading
marketplaces for luxury items. Please disclose the measure by which
you are one of the
leading marketplaces. For example, disclose whether you lead by
market share, sales,
revenues, etc.
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Our Business Model, page 66
2. We note your response
to comment 13, including that your Trade 1st program is a buyer-
only program and offers
certain commercial benefits to Trade 1st members who are a
David S. Rosenblatt
1stdibs.com, Inc.
April 14, 2021
Page 2
subset of your buyers. Please amend the disclosure in an appropriate
place in your filing
to include the discussion in your response.
Key Factors Affecting Our Performance
Sourcing and Quality of Our Highly-Curated Luxury Supply, page 69
3. We note your response to our prior comment 18, and reissue the comment
in part. Please
tell us why you believe that the average retention rate provides
investors with information
necessary to understand the retention rate and its overall impact on
your business, and
how presenting the average for each year in a five-year period is
appropriate given that
2015 appears to be the only cohort which is included in each of the
years. In the
alternative, please break out the data separately for each cohort.
Buyer Acquisition Costs and Lifetime Value, page 71
4. We note your response to comment 20, and your amended disclosure on
page 72.
However, your disclosure provides increasing value for the Registrant
s LTV/BAC ratio
for each year in solely the 2017 cohort's life, and provides no data
for other cohorts with
respect to the LTV/BAC ratio. To provide investors with context
regarding how your
LTV to BAC ratio is "increasing," please amend your disclosure to
provide LTV to BAC
data for other cohorts before and after 2017. Please also tell us how
you allocate retention
marketing costs in a single year, including performance-based
marketing, among the
various cohorts.
Liquidity and Capital Resources
Cash Flows
Cash Flows from Operating Activities, page 84
5. Your discussion of cash flows from operating activities appears to focus
on how this
amount was derived in each period. The discussion should be a
comparative analysis of
material changes in this amount between periods. Refer to Item 303(a)
and (b) of
Regulation S-K. In your analysis, please note that references to results
of operations,
which is prepared on the accrual basis of accounting, and working
capital movements may
not provide a sufficient basis for an investor to fully understand
comparative changes in
terms of cash. Refer to Section IV.B.1 of Interpretation: Commission
Guidance
Regarding Management's Discussion and Analysis of Financial Condition
and Results of
Operations for guidance. Your discussion should address the drivers
underlying each
FirstName LastNameDavid S. Rosenblatt
factor cited. For example, discuss the specific items that created
favorable and
Comapany Name1stdibs.com,
unfavorable movementsInc.
in working capital in terms of cash and the
reasons underlying
such
April 14, movements.
2021 Page 2
FirstName LastName
David S. Rosenblatt
FirstName LastNameDavid S. Rosenblatt
1stdibs.com, Inc.
Comapany
April Name1stdibs.com, Inc.
14, 2021
April 314, 2021 Page 3
Page
FirstName LastName
The 1stDibs Marketplace
Trust, page 94
6. We note your response to comment 18, including that the chart on page
69 represents
retention rate for seller cohorts, and the statement on page 94
relates to on-platform GMV
from buyers. To provide context for investors related to your buyer
retention, please
amend your disclosure in this section to provide your buyer GMV
retention rate for 2019.
As a related matter, please clarify how you attribute GMV to specific
buyers or buyer
cohorts, including how you define buyer cohorts, considering that you
define GMV as
"the total dollar value from items sold by our sellers through 1stDibs
in a given month,
minus cancellations within that month, and excluding shipping and
sales taxes" (emphasis
added).
You may contact Patrick Kuhn at (202) 551-3308 or Doug Jones at (202)
551-3309 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Katherine Bagley at (202) 551-2545 or Erin Jaskot at (202) 551-3442
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Davina K. Kaile