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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2021
OR
o
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 333-256188
1STDIBS.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware
94-3389618
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
51 Astor Place, 3rd Floor
New York, New York

10003
(Address of Principal Executive Offices)
(Zip Code)
(212) 627-3927
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareDIBSThe Nasdaq Stock Market
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  x   No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
x
Smaller reporting company
x
Emerging growth company
x



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
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes   o     No  x
As of October 29, 2021, the registrant had 37,875,800 shares of common stock, $0.01 par value per share outstanding.



TABLE OF CONTENTS
Pages





SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. Any statements contained in this Quarterly Report on Form 10-Q that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “can,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “target,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:
our future financial performance, including our expectations regarding our net revenue, cost of revenue, operating expenses, and our ability to achieve and maintain future profitability;
our ability to effectively manage or sustain our growth and to effectively expand our operations;
our strategies, plans, objectives and goals;
the market demand for the products offered on our online marketplace, including vintage, antique, and contemporary furniture, home décor, jewelry, watches, art, and fashion, new and authenticated luxury design products in general, and the online market for these products;
our ability to compete with existing and new competitors in existing and new markets;
our ability to attract and retain sellers and buyers;
our ability to increase the supply of luxury design products offered through our online marketplace;
our ability to timely and effectively scale our operations;
our ability to enter international markets;
our ability to successfully implement, launch, and achieve market acceptance of our non-fungible token (“NFT”) platform and to anticipate and manage the risks associated therewith;
our ability to develop and protect our brand;
our ability to comply with laws and regulations;
our expectations regarding outstanding litigation;
our expectations and management of future growth;
our expectations concerning relationships with third parties;
economic and industry trends, projected growth, or trend analysis;
our estimated market opportunity;
our ability to add capacity, capabilities, and automation to our operations;
the increased expenses associated with being a public company;
our anticipated uses of net proceeds from our initial public offering;
the effect of the COVID-19 pandemic on our business and operations;
our ability to maintain, protect, and enhance our intellectual property rights;
the availability of capital to grow our business;
our ability to successfully defend any future litigation brought against us;
our ability to implement, maintain, and improve effective internal controls;
potential changes in laws and regulations applicable to us or our sellers, or our sellers’ ability to comply therewith; and
the amount of time for which we expect our cash balances and other available financial resources to be sufficient to fund our operations.



These forward-looking statements reflect our management’s beliefs and views with respect to future events and are based on estimates and assumptions as of the date of this Quarterly Report on Form 10-Q and are subject to risks and uncertainties. You should refer to the section titled “Risk Factors” included under Part II, Item 1A below and elsewhere in this Quarterly Report on Form 10-Q, as well as in our other filings with the Securities and Exchange Commission (the “SEC”), for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Quarterly Report on Form 10-Q will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Given these uncertainties, you should not place undue reliance on these forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on them.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. Such forward-looking statements relate only to events as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results or to changes in our expectations, except as required by law.
You should read this Quarterly Report on Form 10-Q and the documents that we reference and have filed as exhibits with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this Quarterly Report on Form 10-Q by these cautionary statements.




RISK FACTOR SUMMARY

The following risk factor summary should be read together with the more detailed discussion of risks and uncertainties set forth in the “Risk Factors” section of this report.
Our history of operating losses and ability to achieve or maintain profitability in the future, which could negatively impact our financial condition and our stock price;
Fluctuations in our quarterly and annual net revenue and results of operations, which could cause our stock price to fluctuate and the value of your investment to decline;
Our historical growth, which may not be indicative of our future growth;
The COVID-19 pandemic, which has impacted, and may continue to impact, our business, key metrics, and results of operations in volatile and unpredictable ways;
Our ability to generate a sufficient volume of listings of luxury design products on our online marketplace or to accurately vet the authenticity of these products, which could impact our business, brand, and reputation;
Our ability to maintain the authenticity of the items listed and sold through our online marketplace, which could cause our business, brand, and reputation to suffer;
Risks associated with claims that items listed on our online marketplace are counterfeit, infringing, hazardous, or illegal, or otherwise subject to regulation or cultural patrimony considerations;
Risks associated with liability for fraudulent or unlawful activities of sellers who list items on our online marketplace, which could cause our business, brand, and reputation to suffer;
Our ability to attract and maintain an active community of sellers and buyers, which could impact our growth;
Our reliance, in part, on sellers to provide a positive experience to buyers;
Our ability to compete effectively;
Real or perceived inaccuracies in our metrics and market estimates used to evaluate our performance, which may harm our reputation and negatively affect our business;
Our ability to successfully expand our business model to encompass additional categories of luxury design products in a timely and cost-effective manner;
Risks associated with our recently launched NFT platform, including the regulatory, legal, reputational, commercial, technical, marketing, operational, and other risks related to successfully launching and profitably operating our NFT platform;
Our ability to maintain and promote our brand and reputation, which could impact our business, market position, and future growth;
Risks related to acquisitions, which may divert management’s attention and/or prove to be unsuccessful;
Risks related to further expansion into markets outside of the United States;
Our ability to successfully protect our intellectual property;
Risks associated with the disclosure of sensitive information about our sellers and buyers or other third parties with whom we transact business, or cyber-attacks against us or our third-party providers, which could result in curtailed use of our online marketplace, exposure to liability, and reputational damage;
Risks related to regulatory matters and litigation;
Risks related to our operations as a public company; and
Risks related to our common stock, including that an active trading market for our common stock may not develop or be sustained and that the price of our common stock may be volatile.



Part I - Financial Information
Item 1. Condensed Consolidated Financial Statements (Unaudited)
1STDIBS.COM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share and per share amounts)
(Unaudited)
September 30, 2021December 31, 2020
Assets
Current assets:
Cash and cash equivalents$167,094 $54,862 
Accounts receivable, net of allowance for doubtful accounts of $40 and $51 at September 30, 2021 and December 31, 2020, respectively
858 887 
Prepaid expenses5,162 1,603 
Receivables from payment processors4,008 3,052 
Other current assets1,400 3,665 
Total current assets178,522 64,069 
Property and equipment, net4,585 5,136 
Goodwill7,199 7,212 
Intangible assets, net1,212 1,352 
Other assets3,540 3,573 
Total assets$195,058 $81,342 
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable$3,713 $4,548 
Payables due to sellers9,108 4,493 
Accrued expenses11,277 9,452 
Other current liabilities3,701 4,918 
Total current liabilities27,799 23,411 
Other liabilities3,247 3,352 
Total liabilities31,046 26,763 
Commitments and contingencies (Note 14)
Redeemable convertible preferred stock (Series A, B, C, C-1, and D), $0.01 par value; zero and 57,771,864 shares authorized; zero and 19,243,795 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively; aggregate liquidation preference of zero and $301,300 as of September 30, 2021 and December 31, 2020, respectively
 298,525 
Stockholders’ equity (deficit):
Preferred stock, $0.01 par value; 10,000,000 and zero shares authorized as of September 30, 2021 and December 31, 2020, respectively; zero shares issued and outstanding as of September 30, 2021 and December 31, 2020
  
Common stock, $0.01 par value; 400,000,000 and 105,767,092 shares authorized as of September 30, 2021 and December 31, 2020, respectively; 37,873,700 and 11,376,048 shares issued as of September 30, 2021 and December 31, 2020, respectively; and 37,865,143 and 11,376,048 shares outstanding as of September 30, 2021 and December 31, 2020, respectively
379 114 
Additional paid-in capital424,260  
Accumulated deficit(260,395)(243,858)
Accumulated other comprehensive loss(232)(202)
Total stockholders’ equity (deficit)164,012 (243,946)
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)$195,058 $81,342 
See accompanying notes to the condensed consolidated financial statements.
7


1STDIBS.COM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except share and per share amounts)
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Net revenue$25,576 $20,970 $75,801 $57,989 
Cost of revenue7,515 6,318 21,861 19,263 
Gross profit18,061 14,652 53,940 38,726 
Operating expenses:
Sales and marketing12,863 8,544 35,652 26,037 
Technology development4,775 4,064 13,261 12,384 
General and administrative6,079 2,923 15,229 9,109 
Provision for transaction losses1,270 916 3,786 2,656 
Total operating expenses24,987 16,447 67,928 50,186 
Loss from operations(6,926)(1,795)(13,988)(11,460)
Other income (expense), net:
Interest income57 23 92 178 
Interest expense(3) (12)(10)
Other, net285 402 1,032 357 
Total other income (expense), net339 425 1,112 525 
Net loss before income taxes(6,587)(1,370)(12,876)(10,935)
Provision for income taxes (2) (3)
Net loss(6,587)(1,372)(12,876)(10,938)
Accretion of redeemable convertible preferred stock to redemption value (3,827)(7,061)(11,232)
Net loss attributable to common stockholders$(6,587)$(5,199)$(19,937)$(22,170)
Net loss per share attributable to common stockholders—basic and diluted$(0.17)$(0.47)$(0.90)$(2.01)
Weighted average common shares outstanding—basic and diluted37,832,796 11,042,883 22,066,629 11,017,101 
See accompanying notes to the condensed consolidated financial statements.
8


1STDIBS.COM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Amounts in thousands)
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Net loss$(6,587)$(1,372)$(12,876)$(10,938)
Other comprehensive loss:
Foreign currency translation adjustment, net of tax of $0 for each of the three and nine months ended September 30, 2021 and 2020
(46)59 (30)(64)
Comprehensive loss$(6,633)$(1,313)$(12,906)$(11,002)
See accompanying notes to the condensed consolidated financial statements.
9


1STDIBS.COM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
(Amounts in thousands, except share amounts)
(Unaudited)
Three Months Ended September 30, 2021
Common Stock
Additional
Paid - In
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
Stockholders’
Equity (Deficit)
SharesAmount
Balances as of June 30, 2021
37,803,179 $378 $423,202 $(253,808)$(186)$169,586 
Issuance of common stock for exercise of stock options61,964 1 269 — — 270 
Stock-based compensation— — 789 — — 789 
Foreign currency translation adjustment— — — — (46)(46)
Net loss— — — (6,587)— (6,587)
Balances as of September 30, 2021
37,865,143 $379 $424,260 $(260,395)$(232)$164,012 
Nine Months Ended September 30, 2021
Redeemable Convertible
Preferred Stock
Common Stock
Additional
Paid - In
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
Stockholders’
Equity (Deficit)
SharesAmountSharesAmount
Balances as of December 31, 2020
19,243,795 $298,525 11,376,048 $114 $ $(243,858)$(202)$(243,946)
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering(19,243,795)(305,586)19,243,795 192 305,394 — — 305,586 
Issuance of common stock in connection with initial public offering, net of issuance costs of $14,762
— — 6,612,500 66 117,422 — — 117,488 
Accretion of redeemable convertible preferred stock to redemption value— 7,061 — — (3,400)(3,661)— (7,061)
Issuance of common stock for acquisition of Design Manager— — 45,152 1 766 — — 767 
Issuance of common stock for exercise of stock options— — 551,983 6 2,223 — — 2,229 
Issuance of common stock for cashless exercise of warrants— — 35,665 — — — — — 
Stock-based compensation— — — — 1,855 — — 1,855 
Foreign currency translation adjustment— — — — — — (30)(30)
Net loss— — — — — (12,876)— (12,876)
Balances as of September 30, 2021
 $ 37,865,143 $379 $424,260 $(260,395)$(232)$164,012 

10


1STDIBS.COM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
(Amounts in thousands, except share amounts)
(Unaudited)

Three Months Ended September 30, 2020
Redeemable Convertible
Preferred Stock
Common Stock
Additional
Paid - In
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
Stockholders’
Equity (Deficit)
SharesAmountSharesAmount
Balances as of June 30, 2020
19,243,795 $290,835 11,042,225 $110 $ $(234,958)$(368)$(235,216)
Accretion of redeemable convertible preferred stock to redemption value— 3,827 — — (221)(3,606)— (3,827)
Issuance of common stock for exercise of stock options— — 1,281 1 4 — — 5 
Stock-based compensation— — — — 217 — — 217 
Foreign currency translation adjustment— — — — — — 59 59 
Net loss— — — — — (1,372)— (1,372)
Balances as of September 30, 2020
19,243,795 $294,662 11,043,506 $111 $ $(239,936)$(309)$(240,134)
Nine Months Ended September 30, 2020
Redeemable Convertible
Preferred Stock
Common Stock
Additional
Paid - In
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
Stockholders’
Equity (Deficit)
SharesAmountSharesAmount
Balances as of December 31, 2019
19,243,795 $283,430 10,864,622 $109 $ $(219,086)$(245)$(219,222)
Accretion of redeemable convertible preferred stock to redemption value— 11,232 — — (1,320)(9,912)— (11,232)
Issuance of common stock for exercise of stock options— — 178,884 2 688 — — 690 
Stock-based compensation— — — — 632 — — 632 
Foreign currency translation adjustment— — — — — — (64)(64)
Net loss— — — — — (10,938)— (10,938)
Balances as of September 30, 2020
19,243,795 $294,662 11,043,506 $111 $ $(239,936)$(309)$(240,134)
See accompanying notes to the condensed consolidated financial statements.
11


1STDIBS.COM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
Nine Months Ended September 30,
20212020
Cash flows from operating activities:
Net loss$(12,876)$(10,938)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization2,399 5,082 
Stock-based compensation expense1,831 632 
Change in fair value of deferred acquisition consideration427  
Provision for transaction losses and eCommerce returns320 386 
Amortization of costs to obtain revenue contracts350 365 
Deferred rent(146)(2,789)
Other, net75 41 
Changes in operating assets and liabilities:
Accounts receivable(59)(249)
Prepaid and other current assets(2,822)1,715 
Receivables from payment processors(957)(230)
Other assets(113)(129)
Accounts payable and accrued expenses1,633 (253)
Payables due to sellers4,615 1,451 
Other current liabilities and other liabilities(195)(688)
Net cash used in operating activities(5,518)(5,604)
Cash flows from investing activities:
Development of internal-use software(1,605)(1,430)
Purchases of property and equipment(93)(31)
Other, net(13) 
Net cash used in investing activities(1,711)(1,461)
Cash flows from financing activities:
Proceeds from issuance of common stock in initial public offering, net of underwriting discounts and commissions122,993  
Proceeds from exercise of stock options2,229 690 
Payment of deferred acquisition consideration(640) 
Payment of deferred offering costs(5,032) 
Net cash provided by financing activities119,550 690 
Effect of exchange rate changes on cash, cash equivalents, and restricted cash(89)(99)
Net increase (decrease) in cash, cash equivalents, and restricted cash112,232 (6,474)
Cash, cash equivalents, and restricted cash at beginning of the period58,195 58,804 
Cash, cash equivalents, and restricted cash at end of the period$170,427 $52,330 
Supplemental disclosure of cash flow information:
Cash paid for interest$12 $10 
Supplemental disclosure of non-cash activities:
Accretion of redeemable convertible preferred stock to redemption value$7,061 $11,232 
Conversion of redeemable convertible preferred stock in connection with initial public offering305,586  
Change in deferred offering costs included in accounts payable and accrued expenses(872) 
Issuance of common stock for Design Manager acquisition767  
See accompanying notes to the condensed consolidated financial statements.
12


1STDIBS.COM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation and Summary of Significant Accounting Policies
Description of Business
1stdibs.com, Inc. (“1stDibs” or the “Company”) is one of the world’s leading online marketplaces for connecting design lovers with many of the best sellers and makers of vintage, antique, and contemporary furniture, home décor, jewelry, watches, art, and fashion. The Company’s thoroughly vetted seller base, in-depth editorial content, and custom-built technology platform create trust in the Company’s brand and facilitate high-consideration purchases of luxury design products online. By disrupting the way these items are bought and sold, 1stDibs is both expanding access to, and growing the market for, luxury design products.
The Company was incorporated in the state of Delaware on March 10, 2000 and is headquartered in New York, NY with additional offices in Pennsylvania, Colorado, and the United Kingdom.
Basis of Presentation
The accompanying condensed consolidated financial statements are prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries, 1stdibs.com, Ltd. and 1stdibs Design Manager, Inc. (“Design Manager”). All intercompany accounts and transactions have been eliminated in consolidation. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on June 10, 2021 (the "Prospectus").
The condensed consolidated balance sheet as of December 31, 2020, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by GAAP on an annual reporting basis.
In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of its financial position and its results of operations, changes in redeemable convertible preferred stock and stockholders’ equity (deficit), and cash flows for the interim periods. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2021.
There have been no material changes to the Company's significant accounting policies as described in the Prospectus.
Initial Public Offering
The Company’s registration statement on Form S-1 (“IPO Registration Statement”) related to its initial public offering (“IPO”) was declared effective by the SEC on June 9, 2021, and the Company’s common stock began trading on the Nasdaq Global Select Market on June 10, 2021. On June 14, 2021, the Company completed its initial public offering of 6,612,500 shares of its common stock at a price to the public of $20.00 per share, which includes the exercise in full by the underwriters of their option to purchase from the Company an additional 862,500 shares of the Company’s common stock. The Company received net proceeds of $123.0 million after deducting underwriters’ discounts and commissions, before deducting offering costs.
Upon the closing of the IPO, all shares of the Company’s outstanding redeemable convertible preferred stock automatically converted into 19,243,795 shares of common stock.
Prior to the IPO, deferred offering costs, which consist of direct incremental legal, accounting, and other third-party fees relating to the IPO, were capitalized in other current assets on the condensed consolidated balance sheets. Upon completion of the IPO, the $5.5 million of deferred offering costs were reclassified into additional paid-in capital and accounted for as a reduction of the IPO proceeds in the condensed consolidated balance sheets.
Stock Split
On May 25, 2021, the Company’s Board of Directors approved an amendment to the amended and restated certificate of incorporation of the Company effecting a 1-for-3 reverse stock split of the Company’s issued and outstanding shares of redeemable convertible preferred stock and common stock. This was approved by the stockholders on May 28, 2021, and the split was effected on May 28, 2021 without any change in the par value per share. All information related to the Company’s
13


1STDIBS.COM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
redeemable convertible preferred stock, common stock, common stock warrants, and stock options, as well as the per share amounts, have been retroactively adjusted to give effect to the 1-for-3 reverse stock split for all periods presented.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition, provision for transaction losses, accounting for business combinations, determination of useful lives of property and equipment, valuation and useful lives of intangible assets, impairment assessment of goodwill, capitalization of internal-use software and determination of useful lives, valuation of common stock, stock option valuations, income taxes, and the recognition and disclosure of contingent liabilities. The Company evaluates its estimates and assumptions on an ongoing basis. Actual results could differ from those estimates and such differences may be material to the condensed consolidated financial statements.
Cash, Cash Equivalents, and Restricted Cash
The following represents the Company’s cash, cash equivalents, and restricted cash as of the periods presented:
(in thousands)September 30, 2021September 30, 2020
Cash and cash equivalents$167,094 $48,995 
Restricted cash3,333 3,335 
Total cash, cash equivalents, and restricted cash$170,427 $52,330 
The Company considers all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. The Company’s restricted cash relates to a Letter of Credit for its office lease in New York, New York and is included in other assets in the Company’s condensed consolidated balance sheets. The carrying value of the restricted cash approximates fair value.
Recently Adopted Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40). The update is associated with customer accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. The amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance is effective for fiscal years and interim periods beginning after December 15, 2019 for public companies, and for fiscal years beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021, for all other entities. The Company adopted this standard on January 1, 2021. The adoption of this standard did not have a material effect on the Company’s condensed consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance in ASU 2016-02 supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the condensed consolidated statements of operations. An entity may adopt the guidance either (1) retrospectively to each prior reporting period presented in the financial statements with a cumulative-effect adjustment recognized at the beginning of the earliest comparative period presented or (2) retrospectively at the beginning of the period of adoption through a cumulative-effect adjustment. The guidance is effective for fiscal years and interim periods beginning after December 15, 2018 for public companies, and for fiscal years beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022, for all other entities.
The Company plans to adopt this standard on January 1, 2022, utilizing the modified retrospective approach, which includes a number of optional practical expedients which it may elect to apply. The Company has an implementation plan in place guiding its transition, and it expects the adoption will result in the recognition of material right-of-use assets and lease
14


1STDIBS.COM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
liabilities in the condensed consolidated balance sheets for its operating leases. The Company is continuing to evaluate the standard for other potential impacts to its condensed consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes which simplifies the accounting for income taxes, eliminates certain exceptions with ASC 740, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. This guidance is effective for fiscal years and interim periods beginning after December 15, 2020 for public companies and for fiscal years beginning after December 15, 2021 for nonpublic companies, with early adoption permitted. The Company plans to adopt this standard on January 1, 2022 and does not currently expect the adoption to have a material impact on the Company's condensed consolidated financial statements.
2. Acquisitions
On May 2, 2019, the Company acquired 100% of the outstanding equity of Franklin Potter Associates, Inc. and its subsidiary, doing business as Design Manager, a privately-held company that sells subscriptions to a software solution to interior designers to assist with project management, purchasing, and accounting for a total purchase consideration of $4.2 million, subject to customary purchase price adjustments. The acquisition was intended to further enhance the Company’s offerings to interior designers, as both the 1stDibs and Design Manager platforms offer tools that are integral to their businesses.
The acquisition qualified as a business combination, and the Company recorded all assets acquired and liabilities assumed at their acquisition-date fair values. The excess of the purchase price in the acquisition over the fair value of the tangible and identifiable intangible assets acquired less the liabilities assumed was recorded as goodwill.
The results of Design Manager have been included in the condensed consolidated financial statements since the date of acquisition.
The total purchase consideration as of the acquisition date was as follows (in thousands):
Cash paid at closing$2,513 
Shares issued at closing791 
Cash to be paid at secondary anniversary of closing640 
Shares to be issued at secondary anniversary of closing206 
Total purchase consideration$4,150 
The cash to be paid and the shares to be issued at the second anniversary after the closing date represent deferred acquisition consideration that secured the sellers’ indemnity obligations for general representations and warranties of the sellers. To the Company’s knowledge, the representations and warranties were accurate as of the acquisition date and no event or condition has occurred that would result in a claim against the deferred acquisition consideration. Prior to the second anniversary of closing, the deferred acquisition consideration included in the purchase price was recorded in other current liabilities in the Company’s condensed consolidated balance sheets.
The Company recorded the shares to be issued on the second anniversary of closing at fair value of $0.2 million at the time of the acquisition. The shares to be issued were subsequently remeasured to fair value at each reporting date with changes in fair value recognized as a general and administrative expense in the Company’s condensed consolidated statements of operations. Changes in the fair value of the deferred acquisition consideration were none and $0.4 million during the three and nine months ended September 30, 2021. The 45,152 shares of common stock were issued in May 2021, upon the second anniversary after the closing date, with a final fair value of $0.8 million. Additionally, a cash payment of $0.6 million was made in May 2021. As of September 30, 2021, no deferred acquisition consideration remained on the Company’s condensed consolidated balance sheet. Changes in the fair value of the deferred acquisition consideration were immaterial during the three and nine months ended September 30, 2020.
3. Fair Value of Financial Instruments
Certain assets and liabilities are carried at fair value in accordance with GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
Valuation techniques used to measure fair value requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs. The hierarchy gives the highest priority to unadjusted quoted prices in active markets
15


1STDIBS.COM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies, and similar techniques.
The carrying values of cash and cash equivalents, accounts receivable, net, prepaid expenses, receivables from payment processors, accounts payable, payables due to sellers, accrued expenses, and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities. As of December 31, 2020, the Company’s deferred acquisition consideration in connection with its Design Manager acquisition (see Note 2) was carried at fair value, determined according to Level 3 inputs in the fair value hierarchy described above. The fair value of the deferred acquisition consideration was determined by considering as an input the fair value per share of the Company’s common stock which was determined through a third-party valuation. As of September 30, 2021, the shares of common stock were issued and no deferred acquisition consideration remained on the Company’s condensed consolidated balance sheet.
There were no transfers between Level 1, Level 2, or Level 3 during the three and nine months ended September 30, 2021, and 2020.
4. Revenue Recognition
The following table summarizes the Company’s net revenue by type of service for the periods presented:
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2021202020212020
Seller marketplace services$24,605 $20,205 $73,146 $55,920 
Other services971 765 2,655 2,069 
Total net revenue$25,576 $20,970 $75,801 $57,989 
The Company generates revenue from seller marketplace services and other services. Seller marketplace services primarily consist of subscription, listing, and marketplace transaction fees. Other services primarily consist of advertising revenues generated from displaying ads on the Company’s online marketplace and offering subscriptions to access software typically used by interior designers. 
Contract Balances from Contracts with Customers
The following table provides a rollforward of the deferred revenue amounts as follows (in thousands):
Balance as of December 31, 2020
$616 
Billings1,923 
Revenue recognized(1,630)
Balance as of September 30, 2021
$909 
The amount of revenue recognized during the nine months ended September 30, 2021 that was included in the deferred revenue balance at January 1, 2021 was $0.5 million.
16


1STDIBS.COM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
5. Other Current Assets
As of September 30, 2021 and December 31, 2020, other current assets consisted of the following:
(in thousands)September 30, 2021December 31, 2020
Costs to obtain revenue contracts$264 $363 
Deferred offering costs 1,320 
Other current assets1,136 1,982 
Total other current assets$1,400 $3,665 
6. Property and Equipment, net
As of September 30, 2021 and December 31, 2020, property and equipment, net consisted of the following:
(in thousands)September 30, 2021December 31, 2020
Internal-use software$15,757 $14,625 
Leasehold improvements3,591 3,591 
Furniture and fixtures1,107 1,107 
Computer equipment and software848 753 
Construction in progress1,130 761 
Total property and equipment, gross22,433 20,837 
Less: Accumulated depreciation and amortization(17,848)(15,701)
Total property and equipment, net$4,585 $5,136 
Depreciation expense related to the Company’s property and equipment totaled $0.7 million and $2.2 million for the three and nine months ended September 30, 2021, respectively and $1.1 million and $4.9 million for the three and nine months ended September 30, 2020, respectively.
7. Accrued Expenses
As of September 30, 2021 and December 31, 2020, accrued expenses consisted of the following:
(in thousands)September 30, 2021December 31, 2020
Shipping$3,997 $2,901 
Payroll2,580 2,297 
Sales & use tax payable1,541 1,787 
Allowance for transaction losses1,091 844 
Payment processor fees968 883 
Allowance for eCommerce returns391 406 
Other709 334 
Total accrued expenses$11,277 $9,452 
8. Other Current Liabilities
As of September 30, 2021 and December 31, 2020, other current liabilities consisted of the following:
(in thousands)September 30, 2021December 31, 2020
Deferred rent$194 $194 
Sales and use tax contingencies2,217 2,087 
Buyer deposits529 1,149 
Deferred acquisition consideration 980 
Deferred revenue761 508 
Total other current liabilities$3,701 $4,918 
17


1STDIBS.COM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
9. Redeemable Convertible Preferred Stock
Upon the closing of the IPO, all shares of the Company’s outstanding redeemable convertible preferred stock automatically converted into 19,243,795 shares of common stock.
As of December 31, 2020 redeemable convertible preferred stock consisted of the following (in thousands, except share amounts):
December 31, 2020
Preferred
Stock
Designated
Preferred
Stock
Issued and
Outstanding
Carrying
Value
Liquidation
Preference
Common Stock
Issuable Upon
Conversion
Series A redeemable convertible preferred stock
21,662,000 7,220,666 $94,604 $94,623 7,220,666 
Series B redeemable convertible preferred stock
10,996,181 3,665,390 62,931 62,935 3,665,390 
Series C redeemable convertible preferred stock
3,182,158 1,060,719 21,137 21,137 1,060,719 
Series C-1 redeemable convertible preferred stock
5,966,682 1,988,891 35,089 35,098 1,988,891 
Series D redeemable convertible preferred stock
15,964,843 5,308,129 84,764 87,507 5,308,129 
57,771,864 19,243,795 $298,525 $301,300 19,243,795 
In January 2021, the Company’s preferred stockholders executed an Agreement and Waiver of Preferred Stockholders, which waived redemption rights for their preferred stock in connection with a non-qualified IPO event during the effective period. A non-qualified IPO is an IPO that does not result in: (i) aggregate gross proceeds to the Company of at least $50.0 million and (ii) a price per share paid by the public of an amount greater than or equal to $24.93, as appropriately adjusted for stock splits, stock combinations, and stock dividends. The waiver was effective from the date the Company filed with or confidentially submitted to the United States Securities and Exchange Commission a registration statement on Form S-1 relating to a contemplated IPO, through June 30, 2022, or the earliest to occur of one of several termination events as defined therein, including the Company’s completion of an IPO.
10. Equity
As of September 30, 2021 and December 31, 2020, the Company had reserved shares of common stock for issuance in connection with the following:
September 30,
2021
December 31,
2020
Conversion of outstanding shares of redeemable convertible preferred stock 19,243,795 
Options to purchase common stock4,051,401 3,170,321 
Common stock warrants to purchase common stock 44,222 
Shares to be issued to former Design Manager stockholders on second anniversary of closing 45,152 
Shares available for future grant under the 2011 Plan 204,022 
Shares available for future grant under the 2021 Plan5,437,914  
Shares available for future grant under the ESPP800,000  
Total10,289,315 22,707,512 
Preferred Stock
Effective June 14, 2021, in connection with the closing of the Company’s IPO, the Company’s Board of Directors is authorized to issue up to 10,000,000 shares of preferred stock, $0.01 par value per share, in one or more series. The Company's Board of Directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. As of September 30, 2021 and December 31, 2020, no shares of preferred stock were issued or outstanding.
Common Stock
As of September 30, 2021 and December 31, 2020, the Company had authorized 400,000,000 and 105,767,092 shares, respectively, of voting common stock, $0.01 par value per share. Each holder of the Company's common stock is entitled to one vote for each share on all matters to be voted upon by the stockholders and there are no cumulative rights. Subject to any preferential rights of any outstanding preferred stock, holders of the Company's common stock are entitled to receive ratably the
18


1STDIBS.COM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
dividends, if any, as may be declared from time to time by the Board of Directors out of legally available funds. If there is a liquidation, dissolution, or winding up of the Company, holders of the Company's common stock would be entitled to share in the Company's assets remaining after the payment of liabilities and any preferential rights of any outstanding preferred stock. The rights, preferences, and privileges of the holders of the Company's common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock which the Company may designate and issue in the future.
Common Stock Warrants
In June 2021, before the closing of the Company’s IPO, the 44,222 common stock warrants were exercised in a cashless exercise for a net amount of 35,665 common shares.
11. Stock-based compensation
2011 Option Plan
The Company adopted the 2011 Stock Option and Grant Plan (the “2011 Plan”) on September 2, 2011 and amended and restated the plan on December 14, 2011. The 2011 Plan provided for the Company to grant incentive stock options or nonqualified stock options, restricted stock awards, and other stock-based awards to its employees, directors, officers, outside advisors, and non-employee consultants. At the time of grant, the options issued to new employees pursuant to the 2011 Plan expire ten years from the date of grant and generally vest over four years, with 25% vesting on the first anniversary and the balance vesting ratably over the remaining 36 months. Additional options issued to current employees, current outside advisors, and non-employee consultants pursuant to the 2011 Plan expire ten years from the date of grant and generally vest ratably over 48 months.
The 2011 Plan is administered by the Company’s board of directors or, at the discretion of the Company’s board of directors, by a committee thereof. The exercise prices, vesting, and other restrictions are determined at the discretion of the Company’s board of directors, or its committee if so delegated. In February 2021, the Company’s board of directors approved an increase of 2,333,333 shares of common stock to be available for future issuance under the 2011 Option Plan, which was approved by the stockholders in March 2021.
Following the completion of the Company’s IPO, no additional awards and no shares of the Company’s common stock remain available for future issuance under the 2011 Plan. However, the 2011 Plan will continue to govern the terms and conditions of the outstanding awards previously granted thereunder.
2021 Stock Incentive Plan
In May 2021, the Company's board of directors adopted, and its stockholders approved, the 2021 Stock Incentive Plan (the “2021 Plan”), which became effective upon the SEC declaring the Company’s IPO registration statement effective. The 2021 Plan provides for the grant of incentive stock options (“ISOs”), nonstatutory stock options (“NSOs”), restricted share awards, stock unit awards, stock appreciation rights, cash-based awards, and performance-based stock awards, or collectively, stock awards. ISOs may be granted only to the Company’s employees, including officers, and the employees of its parent or subsidiaries. All other stock awards may be granted to the Company’s employees, officers, non-employee directors, and consultants and the employees and consultants of its parent, subsidiaries, and affiliates.
The aggregate number of shares of the Company’s common stock that may be issued pursuant to stock awards under the 2021 Plan will not exceed the sum of (x) 4,333,333 shares (as adjusted for stock splits, stock dividends, combinations, and the like), plus (y) the sum of (1) the number of reserved shares not issued or subject to outstanding awards under the 2011 Plan on the effective date of the 2021 Plan and (2) the number of shares subject to outstanding stock awards granted under the 2011 Plan and that, following the effective date of the 2021 Plan, (A) are subsequently forfeited or terminated for any reason before being exercised or settled, (B) are not issued because such stock award is settled in cash, (C) are subject to vesting restrictions and are subsequently forfeited, (D) are withheld or reacquired to satisfy the applicable exercise, strike, or purchase price, or (E) are withheld or reacquired to satisfy a tax withholding obligation, plus (z) an annual increase on the first day of each fiscal year, for a period of not more than 10 years, beginning on January 1, 2022 and ending on, and including, January 1, 2031, in an amount equal to the lesser of (i) 5% of the outstanding shares on the last day of the immediately preceding fiscal year or (ii) such lesser amount that the Compensation Committee determines for purposes of the annual increase for that fiscal year.
As of September 30, 2021, 5,437,914 shares were available for future grants of the Company’s common stock.
19


1STDIBS.COM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Stock Option Valuation
The following table presents, on a weighted-average basis, the assumptions used in the Black Scholes option-pricing model to determine the grant-date fair value to the Company’s employees:
Nine Months Ended September 30,
20212020
Expected term in years6.05.9
Expected stock price volatility67.6%48.0%
Risk-free interest rate1.1%0.5%
Expected dividend yield
No stock options were granted during the three months ended September 30, 2021 and 2020.
Stock Options
The following table summarizes the Company’s stock option activity since December 31, 2020:
Number of
Options
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Term (Years)
Aggregate
Intrinsic
Value (in thousands)
Outstanding as of December 31, 2020
3,170,321 $4.11 6.2$10,847 
Granted1,504,567 10.18 
Exercised551,983 4.04 
Cancelled71,504 7.16 
Outstanding as of September 30, 2021
4,051,401 $6.32 7.0$25,304 
Options exercisable as of September 30, 2021
2,083,873 $4.22 5.1$17,054 
Options vested and expected to vest as of September 30, 2021
4,051,401 $6.32 7.0$25,304 
The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for all stock options that had exercise prices lower than the fair value of the Company’s common stock.
The aggregate intrinsic value of stock options exercised was $0.7 million and $3.6 million during the three and nine months ended September 30, 2021, respectively, and less than $0.1 million and $0.1 million during the three and nine months ended September 30, 2020, respectively. The weighted-average grant-date fair value per share of stock options granted was $6.17 and $2.05 during the nine months ended September 30, 2021 and 2020, respectively. No stock options were granted during the three months ended September 30, 2021 and 2020.
The total fair value of stock options vested was $0.4 million and $1.1 million during the three and nine months ended September 30, 2021, respectively, and $0.3 million and $0.8 million during the three and nine months ended September 30, 2020, respectively.
The stock options granted during the nine months ended September 30, 2021 included 615,997 stock options granted to executive officers that include a performance condition related to a sale event or initial public offering occurring before December 31, 2021 in addition to the standard service condition. These options will vest over four years, with approximately 21% vesting on January 1, 2022, and the balance vesting ratably over the remaining 38 months. During the three and nine months ended September 30, 2021, $0.2 million and $0.5 million of stock-based compensation expense was recognized for options having a performance condition, respectively.
Employee Stock Purchase Plan
In May 2021, the Company's board of directors adopted, and its stockholders approved, the Company's 2021 Employee Stock Purchase Plan (the "ESPP"). A total of 800,000 shares of the Company's authorized but unissued or reacquired shares of its common stock (as adjusted for stock splits, stock dividends, combinations, and the like) are available for issuance under the ESPP. The number of shares of the Company's common stock that will be available for issuance under the ESPP also includes an annual increase on the first day of each fiscal year, for a period of not more than 10 years, beginning on January 1, 2022,
20


1STDIBS.COM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
equal to the least of: (i) 1% of the outstanding shares of the Company’s common stock on such date, (ii) 400,000 shares (as adjusted for stock splits, stock dividends, combinations, and the like) or (iii) a lesser amount determined by the Compensation Committee or the Company’s board of directors.
During regularly scheduled “offerings” under the ESPP, participants may purchase the Company’s common stock through payroll deductions, up to a maximum of 15% of their eligible compensation, or such lower limit as may be determined by the Compensation Committee from time to time. Participants will be able to withdraw their accumulated payroll deductions prior to the end of the offering period in accordance with the terms of the offering. Participation in the ESPP will end automatically on termination of employment. The purchase price will be specified pursuant to the offering, but cannot, under the terms of the ESPP, be less than 85% of the fair market value per share of the Company’s common stock on either the offering date or on the purchase date, whichever is less. The fair market value of the Company’s common stock for this purpose will generally be the closing price on Nasdaq (or such other exchange as the Company’s common stock may be traded at the relevant time) for the date in question, or if such date is not a trading day, for the last trading day before the date in question. As of September 30, 2021, an initial offering period has not commenced, and for the three and nine months ended September 30, 2021, no shares of common stock were purchased under the ESPP.
Stock-Based Compensation
The following table summarizes the classification of the Company’s stock-based compensation in the condensed consolidated statements of operations:
(in thousands)Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Cost of revenue$11 $6 $36 $16 
Sales and marketing142 78 378 230 
Technology development176 58 444 171 
General and administrative460 75 973 215 
Total stock-based compensation$789 $217 $1,831 $632 
As of September 30, 2021, total unrecognized compensation expense related to unvested stock options was $8.9 million, which is expected to be recognized over a weighted-average period of 2.9 years.
12. Income Taxes
The income tax provision was immaterial for the three and nine months ended September 30, 2021 and 2020 due to the net loss before income taxes incurred for the year ended December 31, 2020 and expected to be incurred for the year ending December 31, 2021, as well as the Company’s continued maintenance of a full valuation allowance against its net deferred tax assets. There were no material liabilities for interest and penalties accrued as of September 30, 2021.
13. Net Loss Per Share
The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders for the three and nine months ended September 30, 2021 and 2020:
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands, except share and per share amounts)2021202020212020
Numerator:
Net loss$(6,587)$(1,372)$(12,876)$(10,938)
Accretion of redeemable convertible preferred stock to redemption value (3,827)(7,061)(11,232)
Net loss attributable to common stockholders$(6,587)$(5,199)$(19,937)$(22,170)
Denominator:
Weighted average common shares outstanding—basic and diluted37,832,796 11,042,883 22,066,629 11,017,101 
Net loss per share attributable to common stockholders—basic and diluted$(