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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
June 30, 2025
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:
001-41454
_____________________
GIGACLOUD TECHNOLOGY INC
(Exact Name of Registrant as Specified in its Charter)
_____________________
Cayman Islands
00-0000000
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
4388 Shirley Avenue
,
El Monte
,
CA
,
91731
,
United States
(Address of principal executive offices, including zip code)
1-626
-
912-8886
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading
Symbol
Name of Each Exchange
on Which Registered
Class A ordinary shares, par value $0.05 per share
GCT
The Nasdaq Stock Market LLC
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 every Interactive Data File required to be submitted 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 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, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
x
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
o
Emerging growth company
o
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 Exchange Act). Yes
o
No
x
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes
o
No
o
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
The number of outstanding shares of the issuer’s ordinary shares as of July 31, 2025 was
37,666,063
, consisting of
29,589,331
Class A ordinary shares, par value $0.05 per share, issued and outstanding (which had excluded an aggregate of 138,406 Class A ordinary shares issued and reserved for future allocation upon exercise or vesting of awards granted under our share incentive plans; and 406,926 Class A ordinary shares issued and repurchased but not yet cancelled) and
8,076,732
Class B ordinary shares, par value $0.05 per share, issued and outstanding.
Throughout this quarterly report, we use a number of terms which are defined as follows:
•
“
3P seller GigaCloud Marketplace GMV
”: the total gross merchandise value of transactions sold through our GigaCloud Marketplace by 3P sellers, before any deductions of value added tax, goods and services tax, shipping charges paid by buyers to sellers and any refunds;
•
“
Active 3P sellers
”: sellers who have sold a product in the GigaCloud Marketplace within the last 12-month period, irrespective of cancellations or returns;
•
“
Active buyers
”: buyers who have purchased a product in the GigaCloud Marketplace within the last 12-month period, irrespective of cancellations or returns;
•
“
Cayman Islands holding company
”: GigaCloud Technology Inc, our Cayman Islands holding company and its predecessor entity;
•
“
Class A ordinary shares
” or “
our Class A ordinary shares
”: the Class A ordinary shares, par value $0.05 per share, of GigaCloud Technology Inc;
•
“
Class B ordinary shares
” or “
our Class B ordinary shares
”: the Class B ordinary shares, par value $0.05 per share, of GigaCloud Technology Inc;
•
“
Fulfillment centers
”: our warehouses that are strategically located, designed and equipped to manage inventory and to fulfill customer orders and other needs;
•
“
GigaCloud Marketplace GMV
”: the total gross merchandise value of transactions ordered through our GigaCloud Marketplace including GigaCloud 3P and GigaCloud 1P, before any deductions of value added tax, goods and services tax, shipping charges paid by buyers to sellers and any refunds;
•
“
GMV
”: the total gross merchandise value of transactions;
•
“
IPO
”: the Company’s initial public offering completed on August 22, 2022;
•
“
off-platform ecommerce
”: the sale of our own inventory to and through third-party ecommerce platforms;
•
“
shares
,” “
our shares
” “
ordinary shares
” or “
our ordinary shares
”: our Class A ordinary shares and Class B ordinary shares, par value $0.05 per share;
•
“
SKU
”: each stock keeping unit located in one of our fulfillment centers;
•
“
Spend per active buyer
”: the spend per active buyer that is calculated by dividing the total GigaCloud Marketplace GMV within the last 12-month period by the number of active buyers as of such date;
•
“
US$
,” “
$
” and “
U.S. dollars
”: the legal currency of the United States, or the U.S.; and
•
“
we
,” “
us
,” “
our company
,” “
the Company
,” “
our
,” “
our group
” or “
GigaCloud Group
”: GigaCloud Technology Inc, our Cayman Islands holding company, its predecessor entity, together as a group with its subsidiaries.
We have made rounding adjustments to reach some of the figures included in this quarterly report. Consequently, numerical figures shown as totals in some tables may not be arithmetic aggregations of the figures that precede them.
This quarterly report contains forward-looking statements about our current expectations and views of future events. These forward-looking statements relate to events that involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from those expressed or implied by these statements.
You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “could,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “propose,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. The forward-looking statements included in this quarterly report relate to, among other things:
•
our goals;
•
our business and operating strategies and plans for the development of existing and new businesses, ability to implement such strategies and plans and expected time;
•
our ability to realize the expected benefits of our acquisitions;
•
our expectation regarding the prospects of our business model;
•
our future business development, financial condition and results of operations;
•
expected changes in our revenues, costs or expenditures;
•
our dividend policy;
•
our expectations regarding the effectiveness of our marketing initiatives and the demand for and market acceptance of our products and services;
•
our expectations regarding our relationships with customers and business partners;
•
the trends in, expected growth in and market size of our industry globally;
•
our ability to maintain and enhance our market position;
•
our ability to continue to develop new technologies and/or upgrade our existing technologies;
•
developments in, or changes to, laws, regulations, governmental policies, tariffs, trade policies, incentives and taxation affecting our operations, in particular in the markets we are in;
•
relevant governmental policies and regulations relating to our businesses and industry;
•
competitive environment, competitive landscape and potential competitor behavior in our industry; overall industry outlook in our industry;
•
our ability to attract, train and retain executives and other employees;
•
our proposed use of proceeds from any of our future offerings;
•
the development of the global financial and capital markets;
•
fluctuations in inflation, interest rates and exchange rates;
•
the impact of the COVID-19 pandemic, or other pandemics or epidemics, to our business operations and the economy in the U.S. and elsewhere generally;
•
general business, political, social and economic conditions in the U.S. and other markets we have business; and
•
assumptions underlying or related to any of the foregoing.
These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Summary of Risk Factors,” “Item 1A. Risk Factors,” “Item 1. Business,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission, or the SEC, on March 3, 2025, or the 2024 Form 10-K, and other sections in this quarterly report. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, 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. You should read thoroughly this quarterly report and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.
This quarterly report may contain information derived from various government and private publications. These publications include forward-looking statements, which are subject to risks, uncertainties and assumptions. Although we believe the data and information to be reliable, we have not independently verified the accuracy or completeness of the data and information contained in these publications. Statistical data in these publications also include projections based on a number of assumptions. Our industry may not grow at the rate projected by market data, or at all. Failure of the market to grow at the projected rate may have a material and adverse effect on our business and the market price of our Class A ordinary shares. In addition, projections or estimates about our business and financial prospects involve significant risks and uncertainties. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. See “Item 1A. Risk Factors—Risks Related to Our Class A Ordinary Shares—This annual report may contain certain industry data and information that were obtained from third-party sources and were not independently verified by us” in the 2024 Form 10-K. Therefore, you should not place undue reliance on these statements.
You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements in this quarterly report are made based on events and information as of the date of this quarterly report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this quarterly report and the documents that we refer to in this quarterly report and have filed as exhibits to this quarterly report, completely and with the understanding that our actual future results or performance may materially differ from what we expect.
(In thousands except for share data and per share data)
(unaudited)
June 30, 2025
December 31, 2024
Shareholders’ equity
Treasury shares, at cost (
406,926
and
609,390
shares held as of June 30, 2025 and December 31, 2024, respectively)
$
(
7,295
)
$
(
11,816
)
Class A ordinary shares ($
0.05
par value,
50,673,268
shares authorized,
30,134,663
and
32,878,735
shares issued as of June 30, 2025 and December 31, 2024, respectively,
29,589,331
and
32,269,345
shares outstanding as of June 30, 2025 and December 31, 2024, respectively)
1,501
1,643
Class B ordinary shares ($
0.05
par value,
9,326,732
shares authorized as of June 30, 2025 and December 31, 2024,
8,076,732
shares issued and outstanding as of June 30, 2025 and December 31, 2024)
403
403
Additional paid-in capital
94,325
120,262
Accumulated other comprehensive income (loss)
2,168
(
4,136
)
Retained earnings
340,342
298,861
Total shareholders’ equity
431,444
405,217
Total liabilities and shareholders’ equity
$
1,082,775
$
1,070,475
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
4,189
4,145
Share-based compensation
4,253
14,147
Operating lease
3,026
19,019
Changes in accounts receivables, net
(
9,679
)
(
11,081
)
Changes in inventories
(
8,934
)
(
67,994
)
Changes in prepayments and other assets
30
(
1,376
)
Changes in accounts payable, accrued expenses and other current liabilities
(
53
)
26,687
Changes in contract liabilities
1,296
997
Changes in income tax payable
(
6,906
)
(
261
)
Changes in deferred income taxes
(
1,195
)
(
6,877
)
Other operating activities
317
2,847
Net cash provided by operating activities
48,042
34,417
Cash flows from investing activities:
Purchases of property and equipment
(
3,972
)
(
10,196
)
Disposals of property and equipment
109
1,636
Purchases of investments
(
67,301
)
(
21,843
)
Sales and maturities of investments
46,986
—
Net cash used in investing activities
(
24,178
)
(
30,403
)
Cash flows from financing activities:
Repayment of finance lease obligations
(
178
)
(
1,149
)
Repurchases of ordinary shares
(
46,029
)
—
Net cash used in financing activities
(
46,207
)
(
1,149
)
Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash
2,709
(
505
)
Net increase (decrease) in cash, cash equivalents and restricted cash
(
19,634
)
2,360
Cash, cash equivalents and restricted cash at the beginning of the period
260,444
184,168
Cash, cash equivalents and restricted cash at the end of the period
$
240,810
$
186,528
Supplemental disclosure of cash flow information
Cash paid for interest expense
$
55
$
140
Cash paid for income taxes
$
19,839
$
16,562
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
13
GigaCloud Technology Inc
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
GigaCloud Technology Inc (the “Company”), a limited liability company based in the Cayman Islands, with its subsidiaries (collectively referred to as the “Group”, “we” or “our”) are principally engaged in large parcel merchandise sales and the provision of ecommerce solutions for small cross-border business owners utilizing the Group’s online platform (“GigaCloud Marketplace”) and fulfillment centers primarily located in the United States, Japan, Europe and Canada.
Organization
The accompanying unaudited condensed consolidated financial statements as of June 30, 2025 included the financial statements of the Company and its subsidiaries, and the consolidated statements in this Form 10-Q, should be read in conjunction with the consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Group have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Results of operations for interim periods are not necessarily indicative of results for the entire year. As a result, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the 2024 Form 10-K.
There were no significant changes to our significant accounting policies as disclosed in the 2024 Form 10-K.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents consist of cash on hand and highly liquid investments purchased with original maturities of three months or less. Cash that is restricted for withdrawal or use is reported separately on the unaudited condensed consolidated balance sheets. The Group’s restricted cash represents security deposits held in designated bank accounts for issuance of letters of guarantee.
A reconciliation of cash, cash equivalents and restricted cash in the unaudited condensed consolidated balance sheets to the amounts in the unaudited condensed consolidated statements of cash flows is as follows:
June 30, 2025
December 31, 2024
(In thousands)
Cash and cash equivalents
$
240,119
$
259,759
Restricted cash
691
685
Total cash, cash equivalents and restricted cash shown in the unaudited condensed consolidated statements of cash flows
$
240,810
$
260,444
14
GigaCloud Technology Inc
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Concentration and Risk
Concentration of customers and suppliers
No customers individually represented greater than 10.0% of total revenues of the Group for the three and six months ended June 30, 2025 and 2024.
Three customers individually represented greater than 10.0% of total accounts receivable balance as of June 30, 2025 and one customer individually represented greater than 10.0% of total accounts receivable balance as of December 31, 2024. No other customers accounted for 10.0% or more of total accounts receivable balance as of June 30, 2025 and December 31, 2024.
June 30, 2025
December 31, 2024
proportion of total accounts
receivable balance
proportion of total accounts
receivable balance
Customer A
22.3
%
19.7
%
Customer B
10.3
%
*
Customer C
10.2
%
*
*
Less than 10.0% of total accounts receivable balance as of the period end.
During the three months ended June 30, 2025 and 2024, one service provider individually represented
19.3
% and
20.6
% of total purchases, and no other vendors individually accounted for 10% or more of total purchases. During the six months ended June 30, 2025 and 2024, one service provider individually represented
19.2
% and
19.2
% of total purchases, and no other vendors individually accounted for 10% or more of total purchases.
Concentration of credit risk
Financial instruments that potentially expose the Group to concentrations of credit risk consist principally of cash, cash equivalents, restricted cash, investments, accounts receivable, and amounts due from third-party payment platforms.
The Group’s investment policy requires cash, cash equivalents, restricted cash and investments to be placed with high quality financial institutions and to limit the amount of credit risk from any one institution. The Group regularly evaluates the credit standing of the counterparties or financial institutions.
Accounts receivable (Note 3) from product and service sales are exposed to credit risk. The assessment of the counter parties’ creditworthiness is primarily based on past payment history and current ability to pay, taking into account information specific to the counter parties as well as pertaining to the economic environment in which the counter parties operate.
Segment Reporting
The Group’s chief operating decision maker has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group. For the purpose of internal reporting and management’s operational review, the Group’s chief executive officer and management personnel do not segregate the Group’s business by revenue stream or geography. Management has determined that the Group has
one
operating segment. The measurement of segment assets is reported on the unaudited condensed consolidated balance sheets as total consolidated assets. The revenue, costs and expenses, and the net income for the reportable segment are the same as those presented on the unaudited condensed consolidated statements of comprehensive Income.
15
GigaCloud Technology Inc
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Long-lived assets consist of property and equipment and operating lease right-of-use assets.
The geographic information for long-lived assets as of June 30, 2025 and December 31, 2024 was as follows:
June 30, 2025
December 31, 2024
(In thousands)
The United States
$
419,300
$
456,563
Others
47,371
24,865
Total long-lived assets
$
466,671
$
481,428
Revenues reported are attributed to geographic areas based on locations of the Group’s fulfillment centers, except for platform commission revenues which are attributed to Hong Kong, where the server of the GigaCloud Marketplace is located. Revenues by geographic regions for the three and six months ended June 30, 2025 and 2024 were as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
Revenues by geographic regions:
(In thousands)
Hong Kong
$
4,806
$
4,479
$
9,141
$
8,077
Platform commission
4,806
4,479
9,141
8,077
United States
8,099
15,436
18,896
25,177
Others
(1)
213
68
774
128
Ocean transportation service
8,312
15,504
19,670
25,305
United States
3,180
3,609
5,891
7,152
Others
(1)
62
8
123
15
Drayage service
3,242
3,617
6,014
7,167
United States
12,966
9,326
26,626
18,416
Others
(1)
514
263
932
500
Warehousing service
13,480
9,589
27,558
18,916
United States
45,607
48,149
88,115
85,526
Germany
7,052
3,086
12,839
5,096
Others
(1)
1,290
724
2,239
1,300
Last-mile delivery service
53,949
51,959
103,193
91,922
United States
8,171
6,921
15,349
12,674
Others
(1)
96
765
168
1,291
Packaging service
8,267
7,686
15,517
13,965
United States
4,588
2,376
8,792
6,401
Others
(1)
280
577
1,107
657
Others
4,868
2,953
9,899
7,058
Service revenues
$
96,924
$
95,787
$
190,992
$
172,410
United States
141,452
159,007
251,046
290,440
Germany
62,703
40,092
114,254
69,365
Japan
12,822
10,230
23,601
19,851
Others
(1)
8,705
5,751
14,619
9,878
Product revenues
$
225,682
$
215,080
$
403,520
$
389,534
Total revenues
$
322,606
$
310,867
$
594,512
$
561,944
_____________________
(1) No other individual region’s revenues exceeded
10
% of the Company’s total revenues for the three and six months ended June 30, 2025
and 2024.
16
GigaCloud Technology Inc
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, amending existing income tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation. For public business entities, the amendments in this ASU are effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption permitted and can be applied on either a prospective or retroactive basis. The Group is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU amends existing income statement disclosure guidance, primarily requiring disaggregated disclosure of specific expense categories, such as purchases of inventory, employee compensation, depreciation and intangible asset amortization. For public business entities, the ASU is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and the ASU can be applied on either a prospective or retroactive basis. The Group is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.
Change in Accounting Principle
In the first quarter of fiscal 2025, the Group voluntarily changed the method of accounting for last-mile fulfillment activities associated with 1P product sales in certain regions from applying the policy election to account for shipping services as fulfillment activities to recognizing last-mile shipping as a promised service, which the Group determined to be a separate performance obligation. The change was made due to the introduction of new GigaCloud marketplace functionalities that provide added flexibility for marketplace buyers when electing last-mile services.
The Group believes that this change in accounting method is preferable, as it results in a disaggregation of revenue and related costs that provides more transparency to users of its financial statements and is more aligned with the nature of marketplace transactions. In accordance with US GAAP, comparable periods presented have been retrospectively adjusted to reflect the change. This change did not have any material impact to the Group's prior period net income or earnings per share, and as such the Group did not retroactively adjust prior periods for such immaterial effects.
Certain financial statement line items included in the unaudited condensed consolidated statements of comprehensive income for the three month periods ended June 30, 2025 and 2024, and the six month periods ended June 30, 2025 and 2024, respectively, were adjusted as follows:
Three Months Ended June 30, 2025
Three Months Ended June 30, 2024
As computed under previous method
Effect of change
As reported under preferable method
As computed under previous method
Effect of change
As reported under preferable method
(In thousands)
(In thousands)
Revenues
Service revenues
$
88,248
$
8,676
$
96,924
$
85,378
$
10,409
$
95,787
Product revenues
234,358
(
8,676
)
225,682
225,489
(
10,409
)
215,080
Cost of revenues
Services
78,185
7,671
85,856
74,040
8,786
82,826
Products
167,477
(
7,671
)
159,806
160,380
(
8,786
)
151,594
17
GigaCloud Technology Inc
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Six Months Ended June 30, 2025
Six Months Ended June 30, 2024
As computed under previous method
Effect of change
As reported under preferable method
As computed under previous method
Effect of change
As reported under preferable method
(In thousands)
(In thousands)
Revenues
Service revenues
$
173,903
$
17,089
$
190,992
$
152,793
$
19,617
$
172,410
Product revenues
420,609
(
17,089
)
403,520
409,151
(
19,617
)
389,534
Cost of revenues
Services
150,004
15,008
165,012
128,471
17,055
145,526
Products
303,838
(
15,008
)
288,830
290,478
(
17,055
)
273,423
Reclassification
Certain reclassifications have been made to our prior period's financial statements to conform to our current period presentation. These reclassifications had no effect on our previously reported results of operations or retained earnings.
18
GigaCloud Technology Inc
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
2.
FAIR VALUE MEASUREMENTS
The Group utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Group determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. The carrying amounts for the Group’s cash and cash equivalents, restricted cash, accounts receivable, other current assets, accounts payable and accrued liabilities approximate fair value due to their short-term maturities. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:
•
Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities.
•
Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full-term of the asset or liability.
•
Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.
Investments and cash equivalents are measured at fair value on a recurring basis. As of June 30, 2025, investments in the unaudited condensed consolidated balance sheets include time deposits and U.S. treasury securities, with maturities of three months to 12 months. Cash equivalents in the unaudited condensed consolidated balance sheets include money market instruments.
All fixed income securities are classified as available-for-sale with unrealized gains and losses included in "accumulated other comprehensive income or loss". The related unrealized gain/(loss) recorded in accumulated other comprehensive income were
nil
thousand and $
7
thousand as of June 30, 2025 and December 31, 2024.
No
realized gains or losses were recorded for the three and six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, all available-for-sale securities are expected to mature within
one year
.
As of June 30, 2025
Balance Sheet Location
(1)
Cost or amortized cost
Fair value (Level 2)
(In thousands)
Money market instruments
Cash and cash equivalents
$
71,420
$
71,564
U.S. treasury securities
(2)
Investments
11,978
11,978
Time deposits
Investments
50,427
50,872
$
133,825
$
134,414
_____________________
(1) Balance sheet location is determined by the duration to maturity at date of purchase and whether the assets are restricted for particular use.
(2) Fair value determined using broker quotes reflecting current market conditions.
3.
ACCOUNTS RECEIVABLE, NET
Accounts receivable, net, consisted of the following:
June 30, 2025
December 31, 2024
(In thousands)
Accounts receivable
$
70,819
$
58,250
Less: allowance for doubtful accounts
(
1,373
)
(
937
)
Accounts receivable, net
$
69,446
$
57,313
19
GigaCloud Technology Inc
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The movement of the allowance for doubtful accounts is as follows:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
(In thousands)
Balance as of the beginning of the period
$
(
1,334
)
$
(
563
)
$
(
937
)
$
(
500
)
Additions charged to bad debt expense
(
39
)
(
244
)
(
436
)
(
307
)
Balance as of the end of the period
$
(
1,373
)
$
(
807
)
$
(
1,373
)
$
(
807
)
4.
INVENTORIES
Inventories consisted of the following:
June 30, 2025
December 31, 2024
(In thousands)
Products available for sale
$
135,404
$
117,223
Goods in transit
51,438
55,266
Inventories
$
186,842
$
172,489
5.
LEASES
The Group leases its office space, fulfillment centers and other facilities under non-cancelable operating leases with various expiration dates. The Group also has equipment that is leased under non-cancelable finance leases. The Group considers various factors such as market conditions and the terms of any renewal options that may exist to determine whether it will renew or replace the lease. In the event the Group is reasonably certain to exercise the option to extend a lease, the Group will include the extended terms in the operating lease right-of-use asset and operating lease liability. Certain storage shelves and certain forklifts used in the fulfillment centers are leased under finance leases, which have a fixed lease term of
three
to
five years
from the lease commencement dates. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Group recognizes lease expense for these leases on a straight-line basis over the lease term.
The gross amounts of assets and liabilities related to both operating and finance leases were as follows:
June 30, 2025
December 31, 2024
Balance Sheet Caption
(In thousands)
Assets:
Operating lease right-of-use assets
Operating lease right-of-use assets
$
432,801
$
451,930
Finance lease right-of-use assets
Property and equipment, net
1,031
546
Total right-of-use assets
$
433,832
$
452,476
20
GigaCloud Technology Inc
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
June 30, 2025
December 31, 2024
Balance Sheet Caption
(In thousands)
Liabilities:
Current:
Operating lease liabilities
Current operating lease liabilities
$
(
96,268
)
$
(
88,521
)
Finance lease liabilities
Accrued expenses and other current liabilities
(
248
)
(
140
)
Non-current:
Operating lease liabilities
Operating lease liabilities, non-current
(
371,446
)
(
395,235
)
Finance lease liabilities
Finance lease obligations, non-current
(
641
)
(
382
)
Total lease liabilities
$
(
468,603
)
$
(
484,278
)
The components of lease cost are as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
(In thousands)
Operating lease cost
$
27,842
$
26,560
$
55,290
$
48,508
Finance lease cost
Amortization of right-of-use assets
38
140
68
271
Interest on lease liabilities
14
44
26
105
Short-term lease costs
15
292
127
410
Total
$
27,909
$
27,036
$
55,511
$
49,294
Lease terms and discount rates are as follows:
June 30, 2025
December 31, 2024
Weighted average remaining lease term (years):
Operating leases
5.02
5.41
Finance leases
3.99
3.62
Weighted average discount rate:
Operating leases
3.24
%
3.22
%
Finance leases
8.28
%
10.54
%
21
GigaCloud Technology Inc
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Future minimum lease payments as of June 30, 2025, including rental payments for lease renewal options the Group was reasonably certain to exercise, were as follows:
Operating leases
Finance leases
(In thousands)
Maturity of Lease Liabilities
Remainder of 2025
$
55,251
$
165
2026
111,952
238
2027
108,058
213
2028
97,635
181
2029
66,956
131
Thereafter
77,892
45
Total lease payments
517,744
973
Less: imputed interest
(
50,030
)
(
84
)
Present value of lease liabilities
$
467,714
$
889
6.
ORDINARY SHARES
Share Repurchases
In the three months ended June 30, 2025, the Group repurchased a total of
1,668,583
Class A ordinary shares at an average price of $
13.92
, totaling approximately $
23.2
million. Direct and incremental costs incurred in relation to the repurchases were $
67
thousand. Under existing repurchase plans authorized by our Board of Directors, $
8.7
million remain available for Class A ordinary share repurchases as of June 30, 2025.
In the three months ended June 30, 2025, the Group retired
3,227,376
shares of the Company's Class A ordinary shares, which were repurchased in 2025 and 2024. The difference between the cost of the treasury shares and the stated value of the shares is allocated between additional paid-in capital and retained earnings in accordance with ASC 505 requirements.
The following table presents the shares of treasury shares repurchased and reissued:
Three Months ended June 30,
Six Months ended June 30,
2025
2024
2025
2024
Treasury shares at the beginning of the period
2,008,984
292,637
609,390
294,029
Repurchases
1,668,583
—
3,069,569
—
Retirement
(
3,227,376
)
—
(
3,227,376
)
—
Share-based compensation
(
43,265
)
(
19,909
)
(
44,657
)
(
21,301
)
Treasury shares at the ending of the period
406,926
272,728
406,926
272,728
22
GigaCloud Technology Inc
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
7.
SHARE-BASED COMPENSATION
Restricted share units (the “RSU”)
In the three months ended June 30, 2025, the Company granted
322,210
RSUs with no exercise price to employees with
two
types of vesting schedules of (1) vesting immediately after the grant or (2) vesting
50
% immediately after the grant and cliff vesting the other
50
% upon the satisfaction of
one year
service with the Group after the grant. Each of the RSUs granted is stipulated to vest following either of the two.
A summary of the Company’s share-based compensation activities for the three and six months ended June 30, 2025 were presented below:
Number of shares
Weighted average grant-date fair value
Outstanding as of April 1, 2025
149,760
$
30.82
Granted
322,210
11.58
Vested
(
380,852
)
19.15
Outstanding as of June 30, 2025
91,118
$
11.58
Number of shares
Weighted average grant-date fair value
Outstanding as of January 1, 2025
150,260
$
30.82
Granted
322,210
11.58
Vested
(
380,852
)
19.15
Forfeited
(
500
)
30.79
Outstanding as of June 30, 2025
91,118
$
11.58
Compensation expenses recognized in connection with RSUs are allocated to the following expense items.
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
(In thousands)
(In thousands)
Cost of revenues
$
128
$
692
$
267
$
692
Selling and marketing expenses
900
2,160
1,077
2,164
General and administrative expenses
1,602
9,444
2,172
9,606
Research and development expenses
310
1,501
566
1,535
Total share compensation expenses
$
2,940
$
13,797
$
4,082
$
13,997
As of June 30, 2025, unrecognized compensation expenses of $
791
thousand relating to the
91,118
unvested RSUs would be recognized in next
twelve months
.
8.
INCOME TAX
The Company’s provision for income taxes for the six months ended June 30, 2025 and 2024 was $
11,761
thousand and $
10,026
thousand respectively, representing effective income tax rates of
16.0
% and
16.1
%, respectively. The difference between the U.S. federal income tax rate of
21.0
% and GigaCloud Technology’s overall income tax rate was primarily due to a lower effective tax rate on foreign earnings.
23
GigaCloud Technology Inc
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
9.
NET INCOME PER ORDINARY SHARE
The following table sets forth the basic and diluted net income per ordinary share computation and provides a reconciliation of the numerator and denominator for the periods presented:
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
(In thousands)
Numerator:
Net income
$
34,552
$
26,969
$
61,698
$
54,164
Denominator:
Weighted average number of ordinary shares outstanding
- Basic
38,073,239
41,295,216
39,041,373
41,041,937
- Diluted
38,106,956
41,407,207
39,117,361
41,150,585
Net income per ordinary share attributable to ordinary shareholders
- Basic
$
0.91
$
0.65
$
1.58
$
1.32
- Diluted
$
0.91
$
0.65
$
1.58
$
1.32
For the three and six months ended June 30, 2025 and 2024, the potential dilutive securities that have been included in the calculation of diluted net income per ordinary share are presented as follow:
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
RSU
33,717
107,590
75,988
104,094
RS
—
4,401
—
4,554
24
GigaCloud Technology Inc
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
10.
REVENUES
The Group’s revenues are disaggregated by major products/service lines and timing of revenue recognition. Detailed information is specified as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
Major products/services lines
2025
2024
2025
2024
(In thousands)
Service revenues
Platform commission
$
4,806
$
4,479
$
9,141
$
8,077
Ocean transportation service
8,312
15,504
19,670
25,305
Drayage service
3,242
3,617
6,014
7,167
Warehousing service
13,480
9,589
27,558
18,916
Last-mile delivery service
53,949
51,959
103,193
91,922
Packaging service
8,267
7,686
15,517
13,965
Others
4,868
2,953
9,899
7,058
Total service revenues
96,924
95,787
190,992
172,410
Product revenues
Product sales to B
64,414
73,968
108,399
125,402
Product sales to C
66,762
48,857
119,127
90,769
Off-platform ecommerce
131,176
122,825
227,526
216,171
GigaCloud 1P
94,209
92,033
175,594
172,984
Others
297
222
400
379
Total product revenues
225,682
215,080
403,520
389,534
Revenues
$
322,606
$
310,867
$
594,512
$
561,944
Three Months Ended
June 30,
Six Months Ended
June 30,
Timing of revenue recognition
2025
2024
2025
2024
(In thousands)
Revenue from goods or services transferred to customers over time
$
80,122
$
81,812
$
158,695
$
145,635
Revenue from goods or services transferred to customers at a point in time
242,484
229,055
435,817
416,309
Revenues
$
322,606
$
310,867
$
594,512
$
561,944
25
GigaCloud Technology Inc
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Contract Liabilities
Changes in the contract liabilities balances for the three and six months ended June 30, 2025 and 2024 were as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
(In thousands)
Balance as of beginning of the period
$
5,665
$
7,554
$
4,486
$
5,537
Revenue recognized from opening balance of contract liabilities
(
5,665
)
(
7,554
)
(
4,486
)
(
5,537
)
Increase due to cash received
165,441
158,619
300,902
280,650
Revenue recognized from cash received during the period
(
159,567
)
(
152,113
)
(
295,080
)
(
274,116
)
Foreign exchange effect
109
(
9
)
161
(
37
)
Balance as of end of the period
$
5,983
$
6,497
$
5,983
$
6,497
Contract liabilities relate to considerations received in advance for merchandise sales and services provided for which control of the services occur at a later point in time. The contract liabilities will be recognized as revenue when the Group fulfills its performance obligations to transfer the promised products or services to customers, which is expected to occur within
one year
.
The Group has elected the practical expedient under ASC 606-10-50-14(a) not to disclose information regarding remaining performance obligations which are part of contracts that have an original expected duration of one year or less.
11.
COMMITMENTS AND CONTINGENCIES
The Group leases offices and fulfillment centers under non-cancelable operating lease agreements. Future minimum lease payments under these noncancelable lease agreements with initial terms longer than three months are disclosed as maturity of lease liabilities in Note 5.
The Group had no other material commitments or long-term obligations as of June 30, 2025.
12.
SUBSEQUENT EVENTS
No subsequent events were identified as of August 7, 2025
.
26
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following information should be read in conjunction with the 2024 Form 10-K and the unaudited condensed consolidated financial statements and related notes thereto included in this quarterly report on Form 10-Q.
In addition to historical information, this report contains forward-looking statements that involve risks and uncertainties which may cause our actual results to differ materially from plans and results discussed in forward-looking statements or those implied in historical results and trends. We encourage you to review the risks and uncertainties discussed in the sections entitled Item 1A. “Risk Factors” and “Forward-Looking Statements” included in the 2024 Form 10-K and this quarterly report on Form 10-Q.
We caution readers not to place undue reliance on any forward-looking statements made by us, which speak only as of the date they are made. We disclaim any obligation, except as specifically required by law and the rules of the SEC, to publicly update or revise any such statements to reflect any change in our expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
Overview
We are a pioneer of global end-to-end B2B ecommerce solutions for large parcel merchandise. We generate revenues primarily through three revenue streams:
•
GigaCloud 3P
: generates service revenues, including revenues from platform commission, ocean transportation service, drayage service, warehousing service, last-mile delivery service, packaging service and others, by facilitating transactions between sellers and buyers in our GigaCloud Marketplace.
•
GigaCloud 1P
: generates product revenues through the sale of our inventory in our GigaCloud Marketplace.
•
Off-platform ecommerce
: generates product revenues through the sale of our inventory to and through third-party ecommerce websites.
GMV from GigaCloud 3P and GigaCloud 1P together make up our GigaCloud Marketplace GMV, and GMV from off-platform ecommerce and GigaCloud Marketplace GMV together make up our total GMV across the platforms. These three revenue streams complement each other to improve our value proposition to sellers and buyers in our GigaCloud Marketplace.
Key Financial and Operating Metrics
We monitor the following key financial and operating metrics to evaluate the growth of our GigaCloud Marketplace, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions.
27
The following tables set forth our key financial and operating metrics for the periods indicated:
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
Key Financial Statement Metrics:
(In thousands, except for per share data)
Total revenues
$
322,606
$
310,867
$
594,512
$
561,944
Gross profit
76,944
76,447
140,670
142,995
Operating income
35,843
27,448
64,166
62,265
Net income
34,552
26,969
61,698
54,164
Net income per ordinary share
—Basic
$
0.91
$
0.65
$
1.58
$
1.32
—Diluted
$
0.91
$
0.65
$
1.58
$
1.32
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
Non-GAAP Financial Metrics
(1)
:
(In thousands, except for per share data)
Adjusted EBITDA
$
43,338
$
42,744
$
76,521
$
77,241
Adjusted EPS – diluted
$
1.14
$
1.03
$
1.96
$
1.88
_____________________
(1) See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation——Non-GAAP Financial Measures” for information regarding our use of Adjusted EBITDA and Adjusted EPS – diluted and a reconciliation of net income to Adjusted EBITDA and net income per ordinary share – diluted to Adjusted EPS – diluted.
12 Months Ended June 30,
Key Operating Metrics:
2025
2024
GigaCloud Marketplace GMV (in $ thousands)
$
1,438,512
$
1,097,808
Active 3P sellers
1,162
930
3P seller GigaCloud Marketplace GMV (in $ thousands)
$
757,508
$
571,913
Active buyers
10,951
7,257
Spend per active buyer (in $)
$
131,359
$
151,276
GigaCloud Marketplace GMV
The growth in GigaCloud Marketplace GMV, including GMV from both GigaCloud 3P and GigaCloud 1P, reflects our ability to attract and retain sellers and buyers in the GigaCloud Marketplace. The revenues we generate in our marketplace are highly correlated to the amount of GMV transacted in the GigaCloud Marketplace.
GigaCloud Marketplace GMV increased to $1,438.5 million in the 12 months ended June 30, 2025 from $1,097.8 million in the 12 months ended June 30, 2024, representing a growth of 31.0% period-over-period, primarily due to the continued increase in the numbers of sellers and buyers transacting in our marketplace as our marketplace continued to gain scale and market position.
28
Active 3P Sellers
The number of active 3P sellers in the GigaCloud Marketplace increased to 1,162 in the 12 months ended June 30, 2025 from 930 in the 12 months ended June 30, 2024, representing an increase of 24.9% period-over-period. We view active 3P sellers as a key driver of the product catalog in our marketplace, which helps attract and retain buyers. The GigaCloud Marketplace offers SKUs across furniture, home appliances, fitness equipment and other large parcel categories from our active 3P sellers. The number of SKUs from active 3P sellers was over 30,000 as of June 30, 2025. We expect to grow the number of active 3P sellers through geographic expansion, suppliers outreach, marketing initiatives, referrals and word-of-mouth. We also leverage our 1P inventory sales to establish new markets, reducing the risk in geographic expansion for new sellers, and increasing the appeal for new sellers to join our marketplace.
3P Seller GigaCloud Marketplace GMV
3P Seller GigaCloud Marketplace GMV represents the GMV our 3P Sellers transact in the GigaCloud Marketplace. 3P Seller GigaCloud Marketplace GMV increased to $757.5 million in 12 months ended June 30, 2025 from $571.9 million in the 12 months ended June 30, 2024, representing an increase of 32.5% period-over-period. 3P Seller GigaCloud Marketplace GMV represented 52.7% and 52.1% of total GigaCloud Marketplace GMV in the 12 months ended June 30, 2025 and June 30, 2024, respectively.
Active Buyers
The number of active buyers in the GigaCloud Marketplace increased to 10,951 in the 12 months ended June 30, 2025 from 7,257 in the 12 months ended June 30, 2024, representing an increase of 50.9% period-over-period. We view the number of active buyers as a key driver of GMV and revenue for our GigaCloud Marketplace. We plan to expand our active buyers by enhancing our marketplace product offerings and leveraging referrals from existing users.
Spend Per Active Buyer
The spend per active buyer in our GigaCloud Marketplace was $131,359 in the 12 months ended June 30, 2025 and $151,276 in the 12 months ended June 30, 2024, representing a decrease of 13.2% period-over-period. Spend per active buyer is a key driver of GMV and revenue for our GigaCloud Marketplace. We generally grow our spend per active buyer by expanding our product offerings, increasing buyer's purchase frequency and raising the average price per purchase. The decrease in spend per active buyer for the 12 months ended June 30, 2025 was primarily due to a higher number of new buyers onboarded during the period, who generally require time to increase their spending in our GigaCloud Marketplace.
Key Factors Affecting Our Results of Operations
Key factors affecting our results of operations include the following:
Our Ability to Attract and Retain Sellers
Sellers in our marketplace are typically manufacturers operating in Asia who utilize our supply chain capabilities to establish overseas sales channels without having to invest in their own logistics or fulfillment centers overseas. We are focused on growing and retaining the number of sellers who choose to list their large parcel merchandise in our marketplace and utilize our fulfillment and logistics network for the shipping and handling of their products.
Our number of active 3P sellers was 1,162 in the 12 months ended June 30, 2025, compared to 930 in the 12 months ended June 30, 2024, representing an increase of 24.9% from 12 months ended June 30, 2024. We believe this increasing trend will continue because of the growing recognition of our marketplace, our seller-friendly comprehensive fulfillment and logistics network which enables hassle-free delivery of large parcel merchandise and our expansion into new markets.
Using our marketplace, sellers are able to quickly gain access to key global markets in which we operate, including the U.S., the U.K., Germany, Japan and Canada. We provide a flat rate program for shipping and handling, and sellers are able to utilize the storage space in our fulfillment centers. We also create sales analytics which provide valuable information as sellers determine which products to bring to market.
We attract new sellers predominantly through organic channels such as geographic expansion, suppliers outreach, marketing initiatives, referrals and word-of-mouth. In the past, we have completed acquisitions that supplemented our supply chain, fulfillment and logistics capabilities, which attracted more sellers and buyers onto our GigaCloud
29
Marketplace after these strategic acquisitions. We may consider future acquisitions to increase the number of sellers and buyers. We also plan to augment organic customer acquisition by adding additional sales and marketing employees to enhance seller and buyer growth.
Our Ability to Attract and Retain Buyers
Buyers in our marketplace are typically resellers operating in the U.S., Asia and Europe who procure large parcel merchandise to resell to end customers. Our marketplace is attractive to buyers because we minimize inventory risk from our buyers’ business operations. As of June 30, 2025, the number of SKUs from GigaCloud 1P was over 20,000. Combined with the SKUs offered by active 3P sellers, buyers had access to more than 50,000 SKUs in total. Our buyers can browse a product in our marketplace and list the product on their preferred ecommerce websites such as Rakuten, Amazon, Walmart, Wayfair, Home Depot and OTTO, or their own store prior to procuring and storing the product in a warehouse or shop. Once a sale to the end customer takes place, buyers can order the product in our marketplace and we will handle the fulfillment directly to the end customer.
In the 12 months ended June 30, 2025, we had 10,951 active buyers in our marketplace with an average $131,359 spend per active buyer, representing a 50.9% increase in active buyers and a 13.2% decrease in spend per active buyer compared to the 7,257 active buyers in our marketplace with an average $151,276 spend per active buyer in the 12 months ended June 30, 2024, primarily attributable to a higher number of new buyers onboarded during the period, who generally require time to increase their spending in our GigaCloud Marketplace.
Recent and Future Acquisitions
In addition to organic growth, we have grown through acquisitions that have deepened and expanded our presence in current markets and facilitated entry into attractive new markets.
In the past, we have completed strategic acquisitions to broaden our product offerings, supplement our supply chain, fulfillment and logistics capabilities. We may consider future acquisitions of assets, companies, technologies or businesses that are complementary to our business and the costs of identifying and consummating acquisitions may be significant. Acquisitions could result in the use of substantial amounts of cash, the occurrence of significant goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business.
Following any new acquisitions, our results of operations may be affected by the newly acquired businesses or operations, the purchase accounting for the acquisition, any liabilities incurred in connection with the acquisitions and expenditures made to integrate the newly acquired businesses or operations. As a result of our acquisitions and the consolidation of our operating subsidiaries’ financial results into our consolidated financial results, the periods presented in our historical financial statements may not be comparable to one another and our future results of operations and financial results may also differ.
Overall Economic Trends
The overall economic environment and related changes in customer behavior have a significant impact on our business. Customer spending on our products and services is primarily discretionary, and therefore positive economic conditions generally drive stronger business performance.
Recent global economic uncertainties, inflation, higher interest rates, lower consumer confidence and demand for discretionary goods, and geopolitical events such as recent international trade disputes and the ongoing wars in Ukraine and in Israel and Gaza, including the related disruptions to international shipping in the Red Sea could impact the demand of products and shipping and freight rates. Furthermore, the recent enactment of heightened tariffs by the U.S. government, along with the unpredictability of tariff, shipping and freight rates, poses a significant uncertainty to our business operations as many of our sellers, buyers and our own suppliers are impacted. Other macroeconomic factors that can affect customer spending patterns include employment rates, availability of customer credit, interest rates, tax rates and energy costs.
Our Ability to Broaden Service Offerings
Our results of operations are also affected by our ability to introduce new service offerings. We have a history of expanding our service offering to enhance our customer experience and to increase revenues. We started our business by primarily selling our own self-procured large parcel merchandise directly to end customers. We expanded our service offerings and launched our GigaCloud Marketplace in 2019, and the revenues generated by GigaCloud Marketplace grew
30
quickly, representing 61.7% and 61.5% of our total revenues in the six months ended June 30, 2025 and 2024, respectively. We continue to evaluate opportunities to launch additional services.
Our Ability to Effectively Invest in our Infrastructure and Technology Platform
Our results of operations depend in part on our ability to invest in our infrastructure and technology platform to cost-effectively meet the demands of our anticipated growth. Our global fulfillment and logistics network is a key part of our infrastructure, which consists of fulfillment centers and other facilities that are strategically located, designed and equipped to efficiently manage inventory and to fulfill customers orders and other needs. As of June 30, 2025, we leased 36 fulfillment centers with an aggregate gross floor area of approximately 10.7 million square feet in five countries, and two other facilities with storage and showroom functions with an aggregate gross floor area of approximately 18,348 square feet in the U.S. Additionally, we maintain partnerships with several major shipping, trucking and freight service providers to supplement our transportation network and shipping requirements.
Our ability to improve our operational efficiency depends on our ability to invest in our infrastructure and technology platform, including our warehousing and fulfillment solutions and AI technology. We also invest in our research and development personnel for the design, development, and testing of our platform, and incur software development costs for the internal-use software and our group’s websites. We have successfully improved our infrastructure and technology solutions over the past years.
Seasonality
Our business is subject to seasonality. We expect the last quarter of the year to be the most active because of the November and December holiday sales period. Our GigaCloud Marketplace GMV is usually the largest in the fourth quarter of a year. It is uncertain whether this is an indicator of industry trends going forward.
Key Components of Results of Operations
Revenues
We generate service revenues from our GigaCloud 3P business, and product revenues from our GigaCloud 1P, off-platform ecommerce businesses and others. Service revenues from GigaCloud 3P, including revenues from platform commission, ocean transportation service, drayage service, warehousing service, last-mile delivery service, packaging service and others are generated by facilitating transactions between sellers and buyers in our GigaCloud Marketplace. Product revenues from GigaCloud 1P are generated through the product sales of our inventory through our GigaCloud Marketplace, and product revenues from off-platform ecommerce are generated from product sales of our inventory to and through third-party ecommerce websites.
31
The following table sets forth the breakdown of our revenues, both in absolute amount and as a percentage of our total revenues, for the periods presented:
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
$
%
$
%
$
%
$
%
(In thousands, except for percentages)
(unaudited)
Revenues
Service revenues
Platform commission
$
4,806
1.5
$
4,479
1.4
$
9,141
1.5
$
8,077
1.4
Ocean transportation service
8,312
2.6
15,504
5.0
19,670
3.3
25,305
4.5
Drayage service
3,242
1.0
3,617
1.2
6,014
1.0
7,167
1.3
Warehousing service
13,480
4.2
9,589
3.1
27,558
4.6
18,916
3.4
Last-mile delivery service
53,949
16.7
51,959
16.7
103,193
17.4
91,922
16.4
Packaging service
8,267
2.6
7,686
2.5
15,517
2.6
13,965
2.5
Others
4,868
1.5
2,953
0.9
9,899
1.7
7,058
1.3
Subtotal
96,924
30.0
95,787
30.8
190,992
32.1
172,410
30.7
Product revenues
Off-platform ecommerce
131,176
40.7
122,825
39.5
227,526
38.3
216,171
38.5
GigaCloud 1P
94,209
29.2
92,033
29.6
175,594
29.5
172,984
30.8
Others
297
0.1
222
0.1
400
0.1
379
0.1
Subtotal
225,682
70.0
215,080
69.2
403,520
67.9
389,534
69.3
Total
$
322,606
100.0
$
310,867
100.0
$
594,512
100.0
$
561,944
100.0
32
Revenues reported are attributed to geographic areas based on locations of our fulfillment centers, except for platform commission revenues which are attributed to Hong Kong, where the server of the GigaCloud Marketplace is located. The following table sets forth the breakdown of our revenues by geographic regions for the periods presented:
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
(In thousands)
Revenues by geographic regions:
(unaudited)
Hong Kong
$
4,806
$
4,479
$
9,141
$
8,077
Platform commission
4,806
4,479
9,141
8,077
United States
8,099
15,436
18,896
25,177
Others
(1)
213
68
774
128
Ocean transportation service
8,312
15,504
19,670
25,305
United States
3,180
3,609
5,891
7,152
Others
(1)
62
8
123
15
Drayage service
3,242
3,617
6,014
7,167
United States
12,966
9,326
26,626
18,416
Others
(1)
514
263
932
500
Warehousing service
13,480
9,589
27,558
18,916
United States
45,607
48,149
88,115
85,526
Germany
7,052
3,086
12,839
5,096
Others
(1)
1,290
724
2,239
1,300
Last-mile delivery service
53,949
51,959
103,193
91,922
United States
8,171
6,921
15,349
12,674
Others
(1)
96
765
168
1,291
Packaging service
8,267
7,686
15,517
13,965
United States
4,588
2,376
8,792
6,401
Others
(1)
280
577
1,107
657
Others
4,868
2,953
9,899
7,058
Service revenues
96,924
95,787
190,992
172,410
United States
141,452
159,007
251,046
290,440
Germany
62,703
40,092
114,254
69,365
Japan
12,822
10,230
23,601
19,851
Others
(1)
8,705
5,751
14,619
9,878
Product revenues
225,682
215,080
403,520
389,534
Total revenues
$
322,606
$
310,867
$
594,512
$
561,944
_____________________
(1) No other individual region’s revenues exceeded 10% of our total revenues for the three and six months ended June 30, 2025 and 2024.
Service Revenues—GigaCloud 3P
We derive service revenues primarily through the various 3P activities of sellers and buyers in the GigaCloud Marketplace, including revenues from platform commission, ocean transportation service, drayage service, warehousing service, last-mile delivery service, packaging service and others. When a seller and buyer enter into a transaction in the GigaCloud Marketplace, we generate revenues from platform services by earning a percentage commission depending on the transaction value. The standard commission ranges between 1% and 5%. Additionally, we charge a fulfillment fee for other freight services such as delivery of products via ocean transportation. We charge drayage service fees in connection with transportation of products from ports to warehouses at a flat fee. We charge the sellers storage fees based on the number of days and the size of the products that are stored in our fulfillment centers, and we charge buyers a flat fee for last-mile delivery services for delivery of products to end customers directly from our fulfillment centers, which varies by the weight of the products. We also charge packaging fees in connection with merchandise that we pack and ship.
33
From time to time in the three and six months ended June 30, 2025, when we had excess fulfillment capacity, we utilized such excess fulfillment capacity and our extensive logistics network to offer third-party logistics services to customers to help fulfill their large parcel transportation needs. As we continue to grow our GigaCloud Marketplace, we expect to dedicate our logistics capacity to customers using our marketplace and to products sold on our own marketplace, and will opportunistically provide third-party logistics services when there is excess capacity within our network.
Product Revenues—GigaCloud 1P
We derive product revenues from the sales of products through selling our own inventory in our marketplace. Our 1P business creates more products for buyers, gives us insights into seller needs, provides us with proprietary data and increases the velocity of sales in our marketplace.
Product Revenues—Off-platform Ecommerce
We derive product revenues primarily from the sales of our own inventory through two sales models, which are (i) product sales made to third-party ecommerce websites, or Product Sales to B, such as Wayfair, Walmart, Home Depot, Amazon, Target and Overstock; and (ii) product sales to individual customers through third-party ecommerce websites, or Product Sales to C, such as Rakuten, Amazon and OTTO, where end customers can visit our online stores and purchase directly from us. Regarding Product Sales to B, as expenses charged by these websites are not in exchange for a distinct good or service, the payments to these websites are not recognized as expenses but netted against revenues. With respect to Product Sales to C, expenses incurred for product sales made through these websites are recorded as selling and marketing expenses.
Cost of Revenues
Our cost of revenues primarily consists of cost of services and cost of products. The following table sets forth the breakdown of our cost of revenues, both in absolute amount and as a percentage of our total revenues, for the periods presented:
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
$
%
$
%
$
%
$
%
(In thousands, except for percentages)
(unaudited)
Cost of revenues
Services
$
85,856
26.6
$
82,826
26.6
$
165,012
27.8
$
145,526
25.9
Product
159,806
49.5
151,594
48.8
288,830
48.6
273,423
48.7
Total
$
245,662
76.1
$
234,420
75.4
$
453,842
76.3
$
418,949
74.6
Cost of Services
Cost of services primarily consist of domestic delivery costs, an allocated portion of fulfillment center rental expenses, and costs associated with the operation of the GigaCloud Marketplace.
Cost of Products
Cost of products primarily consists of the purchase price of merchandise, shipping and handling costs for self-owned merchandise, rental expenses for fulfillment centers excluding the portion allocated to cost of service revenue and abnormal capacity, packaging fees and personnel related costs. Shipping and handling costs primarily consist of those costs incurred during the process of delivery in North America and markets in other regions such as Japan and Europe, including the expenses attributable to shipment and handling activities, when we deliver a good to a customer.
34
Gross Profit and Margin
The table below sets forth a breakdown of our gross profit and gross profit margin for each of the periods presented:
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
(In thousands, except for percentages)
Gross Profit
$
76,944
$
76,447
$
140,670
$
142,995
Gross margin (%)
23.9
%
24.6
%
23.7
%
25.4
%
Operating Expenses
Our operating expenses consist of selling and marketing expenses, general and administrative expenses, research and development expenses and losses on disposal of property and equipment. The following table sets forth the breakdown of our operating expenses, both in absolute amount and as a percentage of our total revenues, for the periods presented:
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
$
%
$
%
$
%
$
%
(In thousands, except for percentages)
Operating expenses
Selling and marketing expenses
$
24,778
7.7
$
19,460
6.3
$
43,336
7.3
$
34,040
6.1
General and administrative expenses
13,031
4.0
26,280
8.5
27,371
4.6
41,669
7.4
Research and development expenses
3,184
1.0
3,097
1.0
5,677
1.0
4,853
0.9
Losses on disposal of property and equipment
108
—
162
0.1
120
—
168
—
Total operating expenses
$
41,101
12.7
$
48,999
15.8
$
76,504
12.9
$
80,730
14.4
Selling and Marketing Expenses
Our selling and marketing expenses primarily consist of staff costs which included share-based compensation, payroll and related expenses for personnel engaged in selling and marketing activities, platform service fees charged by third-party ecommerce websites arising from Product sales to C on Off-platform ecommerce channels, advertising expenses and traveling expenses. Advertising expenses include advertisements through various forms of media and marketing and promotional activities.
35
The following table sets forth the breakdown of our selling and marketing expenses, both in absolute amount and as a percentage of our total revenues, for the periods presented:
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
$
%
$
%
$
%
$
%
(In thousands, except for percentages)
Selling and marketing expenses
Staff cost
$
11,938
3.7
$
9,502
3.1
$
19,306
3.2
$
15,128
2.7
Platform service fees
10,373
3.2
7,803
2.5
18,789
3.2
14,425
2.6
Advertising expenses
1,619
0.5
1,375
0.4
3,378
0.6
3,244
0.6
Traveling
280
0.1
235
0.1
555
0.1
323
0.1
Others
568
0.2
545
0.2
1,308
0.2
920
0.2
Total selling and marketing expenses
$
24,778
7.7
$
19,460
6.3
$
43,336
7.3
$
34,040
6.1
General and Administrative Expenses
Our general and administrative expenses primarily consist of staff costs which included share-based compensation, payroll and related costs for employees involved in general corporate functions, professional fees, rental and depreciation expenses associated with the use of facilities and equipment by these employees, rental expenses during the initial start-up period in our fulfillment centers and other abnormal capacity costs, property insurance, donation, provision for bad debt and other general corporate expenses.
The following table sets forth the breakdown of our general and administrative expenses, both in absolute amount and as a percentage of our total revenues, for the periods presented:
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
$
%
$
%
$
%
$
%
(In thousands, except for percentages)
General and administrative expenses
Staff cost
$
7,307
2.3
$
14,136
4.5
$
11,473
1.9
$
20,294
3.6
Professional fees
2,223
0.7
2,701
0.9
5,122
0.9
4,999
0.9
Office supplies and utility
377
0.1
1,229
0.4
1,307
0.2
2,302
0.4
Rental
1,535
0.5
6,158
2.0
4,515
0.8
9,818
1.7
Property insurance
987
0.3
908
0.3
2,027
0.3
1,575
0.3
Donation
—
—
—
—
726
0.1
—
—
Provision for bad debts
69
—
582
0.2
497
0.1
650
0.1
Others
533
0.2
566
0.2
1,704
0.3
2,031
0.4
Total general and administrative expenses
$
13,031
4.0
$
26,280
8.5
$
27,371
4.6
$
41,669
7.4
Research and Development Expenses
Our research and development expenses primarily consist of IT- and platform-related personnel costs, including share-based compensation expense associated with our engineering, programming, data analytics, and product development personnel responsible for the design, development, and testing of our platform, rental and depreciation expenses associated with the use of facilities and equipment of research and development personnel, and information technology costs.
36
Losses on Disposal of Property and Equipment
Our losses on disposal of property and equipment primarily consist of the losses on the disposal of old and obsolete property and equipment.
Interest Expense
Our interest expense primarily consists of our financial lease interest expense for leased equipment used in our fulfillment centers and other facilities.
Interest Income
Our interest income primarily consists of interest income from bank deposits, wealth management products and investment.
Foreign Currency Exchange Gains (Losses), Net
Our foreign exchange gains and losses represent the gains or losses due to appreciation or depreciation of the U.S. dollar against Japanese Yen, the Euro, Canadian dollar and the British Pound.
Government Grants
Our income from government grants primarily consists of industry related government subsidies.
Others, net
Our others, net primarily consists of credit card cash back and payments to be received from legal claims.
Income Tax Expense
Our income tax expense primarily consists of current tax expense, deferred tax expense and uncertain tax positions.
37
Results of Operations
The following table sets forth a summary of our unaudited condensed consolidated results of operations, both in absolute amount and as a percentage of our total revenues, for the periods presented. This information should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this quarterly report. The results of operations in any period are not necessarily indicative of our future trends.
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
$
%
$
%
$
%
$
%
(In thousands, except for percentages)
(unaudited)
Revenues
Service revenues
$
96,924
30.0
$
95,787
30.8
$
190,992
32.1
$
172,410
30.7
Product revenues
225,682
70.0
215,080
69.2
403,520
67.9
389,534
69.3
Total revenues
322,606
100.0
310,867
100.0
594,512
100.0
561,944
100.0
Cost of revenues
—
—
Services
85,856
26.6
82,826
26.6
165,012
27.8
145,526
25.9
Products
159,806
49.5
151,594
48.8
288,830
48.6
273,423
48.7
Total cost of revenues
245,662
76.1
234,420
75.4
453,842
76.3
418,949
74.6
Gross profit
76,944
23.9
76,447
24.6
140,670
23.7
142,995
25.4
Operating expenses
Selling and marketing expenses
24,778
7.7
19,460
6.3
43,336
7.3
34,040
6.1
General and administrative expenses
13,031
4.0
26,280
8.5
27,371
4.6
41,669
7.4
Research and development expenses
3,184
1.0
3,097
1.0
5,677
1.0
4,853
0.9
Losses on disposal of property and equipment
108
—
162
0.1
120
—
168
—
Total operating expenses
41,101
12.7
48,999
15.8
76,504
12.9
80,730
14.4
Operating income
35,843
11.1
27,448
8.8
64,166
10.8
62,265
11.1
Interest expense
(32)
—
(59)
—
(55)
—
(140)
—
Interest income
2,814
0.9
2,244
0.7
5,435
0.9
3,853
0.7
Foreign currency exchange gains (losses), net
647
0.2
(1,107)
(0.4)
1,439
0.2
(3,816)
(0.7)
Government grants
5
—
2
—
218
—
8
—
Others, net
1,677
0.5
506
0.2
2,256
0.4
184
—
Income before income taxes
40,954
12.7
29,034
9.3
73,459
12.4
62,354
11.1
Income tax expense
(6,402)
(2.0)
(2,065)
(0.7)
(11,761)
(2.0)
(8,190)
(1.5)
Net income
$
34,552
10.7
$
26,969
8.7
$
61,698
10.4
$
54,164
9.6
Comparison of Three Months Ended June 30, 2025
and 2024
Revenues
Our revenues, which primarily consist of service revenues generated from GigaCloud 3P and product revenues generated from GigaCloud 1P and off-platform ecommerce sales, increased by 3.8% to $322.6 million in the three months ended June 30, 2025 from $310.9 million in the three months ended June 30, 2024. This increase was primarily due to the increased market recognition and scale of our GigaCloud Marketplace, leading to increases in our GigaCloud Marketplace GMV, sales volume and number of sellers and buyers.
•
Service Revenues from GigaCloud 3P
. Our service revenues increased by 1.1% to $96.9 million in the three months ended June 30, 2025 from $95.8 million in the three months ended June 30, 2024. This was primarily attributable to:
38
◦
an increase in revenues from warehousing services by 40.6% to $13.5 million in the three months ended June 30, 2025 from $9.6 million in the three months ended June 30, 2024 as we handled more products as our GigaCloud Marketplace GMV continued to increase;
◦
an increase in revenues from last mile delivery services by 3.7% to $53.9 million in the three months ended June 30, 2025 from $52.0 million in the three months ended June 30, 2024 as our GigaCloud Marketplace GMV and delivery volume continued to increase;
◦
an increase in revenues from other services by 63.3% to $4.9 million in the three months ended June 30, 2025 from $3.0 million in the three months ended June 30, 2024, primarily due to an increase in other supplemental fulfillment services provided by our Marketplace compared to the previous period; and
◦
a decrease in revenues from ocean transportation services by 46.5% to $8.3 million in the three months ended June 30, 2025 from $15.5 million in the three months ended June 30, 2024 due to a decrease in the pricing of ocean transportation services during the period and a decrease in the ocean transportation delivery volume;
•
Product Revenues from GigaCloud 1P.
Our product revenues from GigaCloud 1P increased by 2.4% to $94.2 million in the three months ended June 30, 2025 from $92.0 million in the three months ended June 30, 2024. The increase was primarily due to increases in GigaCloud Marketplace GMV and the number of buyers as our marketplace continued to grow in scale.
•
Product Revenues from Off-platform Ecommerce.
Our product revenues from off-platform ecommerce increased by 6.8% to $131.2 million in the three months ended June 30, 2025 from $122.8 million in the three months ended June 30, 2024. The increase was primarily due to increases in sales channels and sales volume in certain third-party off-platform ecommerce.
Cost of Revenues
Our cost of revenues increased by 4.8% to $245.7 million in the three months ended June 30, 2025 from $234.4 million in the three months ended June 30, 2024.
•
Our cost of services increased by 3.7% to $85.9 million in the three months ended June 30, 2025 from $82.8 million in the three months ended June 30, 2024, primarily due to:
◦
an increase in rental cost by 55.9% to $17.3 million in the three months ended June 30, 2025 from $11.1 million in the three months ended June 30, 2024 as the rental price and the total square footage of our fulfillment centers increased; and
◦
a decrease in delivery cost by 5.0% to $59.5 million in the three months ended June 30, 2025 from $62.6 million in the three months ended June 30, 2024 as ocean freight costs decreased during the period.
•
Our cost of products increased by 5.4% to $159.8 million in the three months ended June 30, 2025 from $151.6 million in the three months ended June 30, 2024, primarily due to:
◦
an increase in product cost by 4.8% to $125.5 million in the three months ended June 30, 2025 from $119.8 million in the three months ended June 30, 2024 as sales volume increased during the period; and
◦
an increase in delivery cost by 15.7% to $10.3 million in the three months ended June 30, 2025 from $8.9 million in the three months ended June 30, 2024 as our sales volume increased during the period.
Gross Profit and Gross Margin
As a result of the foregoing, our gross profit was $76.9 million in the three months ended June 30, 2025 and $76.4 million in the three months ended June 30, 2024. Our gross margin was 23.9% in the three months ended June 30, 2025 compared to 24.6% in the three months ended June 30, 2024.
Selling and Marketing Expenses
Our selling and marketing expenses increased by 27.2% to $24.8 million in the three months ended June 30, 2025 from $19.5 million in the three months ended June 30, 2024, which was primarily due to (i) an increase in platform
39
service fee we incurred on certain third-party ecommerce websites by 33.3% to $10.4 million in the three months ended June 30, 2025 from $7.8 million in the three months ended June 30, 2024 as sales volume and sales channels both increased, and (ii) an increase in staff cost related to selling and marketing personnel by 25.3% to $11.9 million in the three months ended June 30, 2025 from $9.5 million in the three months ended June 30, 2024, primarily relating to an increase in the number of sales and marketing personnel and an overall increase in employee incentives, which included cash bonus provided and share-based compensation awards granted during the three months ended June 30, 2025.
General and Administrative Expenses
Our general and administrative expenses decreased by 50.6% to $13.0 million in the three months ended June 30, 2025 from $26.3 million in the three months ended June 30, 2024, which was primarily due to (i) a decrease in staff cost related to general and administrative personnel by 48.2% to $7.3 million in the three months ended June 30, 2025 from $14.1 million in the three months ended June 30, 2024, primarily relating to a decrease in the number of general and administrative personnel, partially offset by an overall increase in employee incentives, which included cash bonus provided and share-based compensation awards granted during the three months ended June 30, 2025, and (ii) a decrease in rental expense by 75.8% to $1.5 million in the three months ended June 30, 2025 from $6.2 million in the three months ended June 30, 2024, primarily because the newly acquired fulfillment centers have become fully operational in the three months ended June 30, 2025 and the related expenses were moved from rental expenses to operational costs.
Research and Development Expenses
Research and development expenses slightly increased by 3.2% to $3.2 million in the three months ended June 30, 2025 from $3.1 million in the three months ended June 30, 2024. The increase was primarily due to our dedication in expanding our research and development efforts, including an increase in the number of research and development projects and the number of employees to perform research and development function.
Losses on Disposal of Property and Equipment
We had losses on disposal of property and equipment of $108 thousand in the three months ended June 30, 2025, compared to $162 thousand in the three months ended June 30, 2024.
Interest Expense
We had interest expenses of $32 thousand in the three months ended June 30, 2025 and $59 thousand in the three months ended June 30, 2024.
Interest Income
We had interest income of $2.8 million in the three months ended June 30, 2025 and $2.2 million in the three months ended June 30, 2024. The increase was primarily attributable to higher average bank deposits, wealth management products and investment in the three months ended June 30, 2025 compared to the previous period.
Foreign Currency Exchange Gains (Losses), Net
Foreign currency exchange gains, net were $0.6 million in the three months ended June 30, 2025, primarily attributable to the Euro and the Japanese Yen appreciating against the U.S. dollars in the three months ended June 30, 2025. Foreign currency exchange losses, net were $1.1 million in the three months ended June 30, 2024.
Government Grants
Government grant was $5 thousand and $2 thousand in the three months ended June 30, 2025 and 2024, respectively.
Others, net
Others gains, net increased to $1.7 million in the three months ended June 30, 2025 from $0.5 million in the three months ended June 30, 2024, primarily due to credit card cash back and payments to be received from legal claims.
Income Tax Expense
We had income tax expense of $6.4 million and $2.1 million in the three months ended June 30, 2025 and 2024, respectively.
40
Net Income
As a result of the foregoing, our net income was $34.6 million and $27.0 million in the three months ended June 30, 2025 and 2024, respectively.
Comparison of Six Months Ended June 30, 2025
and 2024
Revenues
Our revenues, which primarily consist of service revenues generated from GigaCloud 3P and product revenues generated from GigaCloud 1P and off-platform ecommerce sales, increased by 5.8% to $594.5 million in the six months ended June 30, 2025 from $561.9 million in the six months ended June 30, 2024. This increase was primarily due to the increased market recognition and scale of our GigaCloud Marketplace, leading to increases in our GigaCloud Marketplace GMV, sales volume and number of sellers and buyers.
•
Service Revenues from GigaCloud 3P
. Our service revenues increased by 10.8% to $191.0 million in the six months ended June 30, 2025 to $172.4 million in the six months ended June 30, 2024. The increase was attributable to:
◦
an increase in revenues from last mile delivery services by 12.3% to $103.2 million in the six months ended June 30, 2025 from $91.9 million in the six months ended June 30, 2024 as our GigaCloud Marketplace GMV and delivery volume continued to increase;
◦
an increase in revenues from warehousing services by 46.0% to $27.6 million in the six months ended June 30, 2025 from $18.9 million in the six months ended June 30, 2024 as we handled more products as our GigaCloud Marketplace GMV continued to increase;
◦
an increase in revenues from other services by 39.4% to $9.9 million in the six months ended June 30, 2025 from $7.1 million in the six months ended June 30, 2024,
◦
an increase in revenues from packaging services by 10.7% to $15.5 million in the six months ended June 30, 2025 from $14.0 million in the six months ended June 30, 2024 as we handled more products as our GigaCloud Marketplace GMV continued to increase;
◦
a decrease in revenues from ocean transportation services by 22.1% to $19.7 million in the six months ended June 30, 2025 from $25.3 million in the six months ended June 30, 2024 due to a decrease in the pricing of ocean transportation services during the period and a decrease in the ocean transportation delivery volume; and
◦
a decrease in revenues from drayage services by 16.7% to $6.0 million in the six months ended June 30, 2025 from $7.2 million in the six months ended June 30, 2024 due to a decrease in the pricing of drayage services during the period.
•
Product Revenues from GigaCloud 1P.
Our product revenues from GigaCloud 1P increased by 1.5% to $175.6 million in the six months ended June 30, 2025 from $173.0 million in the six months ended June 30, 2024. The increase was primarily due to increases in GigaCloud Marketplace GMV and the number of buyers as our marketplace continued to grow in scale.
•
Product Revenues from Off-platform Ecommerce.
Our product revenues from off-platform ecommerce increased by 5.2% to $227.5 million in the six months ended June 30, 2025 from $216.2 million in the six months ended June 30, 2024. The increase was primarily due to increases in sales channels and sales volume in certain third-party off-platform ecommerce.
Cost of Revenues
Our cost of revenues increased by 8.3% to $453.8 million in the six months ended June 30, 2025 from $418.9 million in the six months ended June 30, 2024.
•
Our cost of services increased by 13.4% to $165.0 million in the six months ended June 30, 2025 from $145.5 million in the six months ended June 30, 2024, primarily due to:
◦
an increase in rental cost by 58.4% to $33.9 million in the six months ended June 30, 2025 from $21.4 million in the six months ended June 30, 2024 as the rental price and the total square footage of our fulfillment centers increased;
41
◦
an increase in delivery cost by 4.8% to $113.9 million in the six months ended June 30, 2025 from $108.7 million in the six months ended June 30, 2024 as last mile costs and our sales increased during the period, partially offset by a decrease in ocean freight costs;
◦
an increase in depreciation costs by 275.0% to $1.5 million in the six months ended June 30, 2025 from $0.4 million in the six months ended June 30, 2024 due to utilization of more warehousing space for GigaCloud 3P products.
•
Our cost of products increased by 5.6% to $288.8 million in the six months ended June 30, 2025 from $273.4 million in the six months ended June 30, 2024, primarily due to:
◦
an increase in product cost by 5.9% to $226.7 million in the six months ended June 30, 2025 from $214.1 million in the six months ended June 30, 2024 as sales volume, as well as shipping costs to procure our inventories increased during the period;
◦
an increase in staff cost by 11.9% to $12.2 million in the six months ended June 30, 2025 from $10.9 million in the six months ended June 30, 2024 as we increased the number of employees;
◦
an increase in delivery cost by 7.0% to $18.3 million in the six months ended June 30, 2025 from $17.1 million in the six months ended June 30, 2024 as our sales volume increased; and
◦
a decrease in depreciation costs to $1.4 million in the six months ended June 30, 2025 from $2.5 million in the six months ended June 30, 2024 due to optimization of warehousing space for GigaCloud 3P products and less on 1P products.
Gross Profit and Gross Margin
As a result of the foregoing, our gross profit decreased by 1.6% to $140.7 million in the six months ended June 30, 2025 from $143.0 million in the six months ended June 30, 2024. Our gross margin was 23.7% in the six months ended June 30, 2025 and 25.4% in the six months ended June 30, 2024.
Selling and Marketing Expenses
Our selling and marketing expenses increased by 27.4% to $43.3 million in the six months ended June 30, 2025 from $34.0 million in the six months ended June 30, 2024, which was primarily due to (i) an increase in platform service fee we incurred on certain third-party ecommerce websites by 30.6% to $18.8 million in the six months ended June 30, 2025 from $14.4 million in the six months ended June 30, 2024 as sales volume and sales channels both increased, and (ii) an increase in staff cost related to selling and marketing personnel by 27.8% to $19.3 million in the six months ended June 30, 2025 from $15.1 million in the six months ended June 30, 2024 primarily relating to the increased number of sales and marketing personnel and the commission paid to them, as well as an overall increase in employee incentives, which included cash bonus provided and share-based compensation awards granted during the six months ended June 30, 2025.
General and Administrative Expenses
Our general and administrative expenses decreased by 34.3% to $27.4 million in the six months ended June 30, 2025 from $41.7 million in the six months ended June 30, 2024, which was primarily due to (i) a decrease in rental expense by 54.1% to $4.5 million in the six months ended June 30, 2025 from $9.8 million in the six months ended June 30, 2024, primarily because the newly acquired fulfillment centers have became fully operational in the six months ended June 30, 2025 and the related expenses were moved from rental expenses to operational costs, (ii) a decrease in staff cost related to general and administrative personnel by 43.3% to $11.5 million in the six months ended June 30, 2025 from $20.3 million in the six months ended June 30, 2024 primarily relating to a decrease in the number of general and administrative personnel, as well as an overall decrease in employee incentives paid to general and administrative personnel, and (iii) a decrease in office supplies and utilities by 43.5% to $1.3 million in the six months ended June 30, 2025 from $2.3 million in the six months ended June 30, 2024.
Research and Development Expenses
Research and development expenses increased by 16.3% to $5.7 million in the six months ended June 30, 2025 from $4.9 million in the six months ended June 30, 2024. The increase was primarily due to our dedication in expanding our research and development efforts, including an increase in the number of research and development projects and the number of employees to perform research and development function.
42
Losses on Disposal of Property and Equipment
We had losses on disposal of property and equipment of $120 thousand in the six months ended June 30, 2025, compared to $168 thousand in the six months ended June 30, 2024.
Interest Expense
We had interest expenses of $55 thousand in the six months ended June 30, 2025 and $140 thousand in the six months ended June 30, 2024.
Interest Income
We had interest income of $5.4 million in the six months ended June 30, 2025 and $3.9 million in the six months ended June 30, 2024. The increase was primarily attributable to higher average bank deposits, wealth management products and investment in the six months ended June 30, 2025 compared to the previous period.
Foreign Currency Exchange Gains (Losses), Net
We had foreign currency exchange gains, net of $1.4 million in the six months ended June 30, 2025, compared to foreign currency exchange losses, net of $3.8 million in the six months ended June 30, 2024, primarily attributable to the Japanese Yen and the Euro appreciating against the U.S. dollars in the six months ended June 30, 2025.
Government Grants
We had government grant of $218 thousand and $8 thousand in the six months ended June 30, 2025 and 2024, respectively.
Others, net
Others gains, net was $2.3 million in the six months ended June 30, 2025 from credit card cash back and payments to be received from legal claims, and $184 thousand in the six months ended June 30, 2024.
Income Tax Expense
We had income tax expense of $11.8 million and $8.2 million in the six months ended June 30, 2025 and 2024, respectively.
Net Income
As a result of the foregoing, our net income was $61.7 million and $54.2 million in the six months ended June 30, 2025 and 2024, respectively.
Segment Information for the Three and Six Months Ended June 30, 2025 and 2024
For the purpose of internal reporting and management's operation review, we do not segregate our business by revenue stream or geography. Our management has determined that our company has one operating segment. See Note 1, Summary of Significant Accounting Policies, in the notes to the unaudited condensed consolidated financial statements included elsewhere in this quarterly report.
Long-lived assets consist of property and equipment and operating lease right-of-use assets. The geographic information for long-lived assets as of June 30, 2025 and December 31, 2024 was as follows:
June 30, 2025
December 31, 2024
(In thousands)
(unaudited)
The United States
$
419,300
$
456,563
Others
47,371
24,865
Total long-lived assets
$
466,671
$
481,428
43
Revenues reported are attributed to geographic areas based on locations of our fulfillment centers, except for platform commission revenues which are attributed to Hong Kong, where the server of GigaCloud Marketplace is located. The following table sets forth the breakdown of our revenues by geographic regions for the periods presented:
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
(In thousands)
Revenues by geographic regions:
(unaudited)
Hong Kong
$
4,806
$
4,479
$
9,141
$
8,077
Platform commission
4,806
4,479
9,141
8,077
United States
8,099
15,436
18,896
25,177
Others
(1)
213
68
774
128
Ocean transportation service
8,312
15,504
19,670
25,305
United States
3,180
3,609
5,891
7,152
Others
(1)
62
8
123
15
Drayage service
3,242
3,617
6,014
7,167
United States
12,966
9,326
26,626
18,416
Others
(1)
514
263
932
500
Warehousing service
13,480
9,589
27,558
18,916
United States
45,607
48,149
88,115
85,526
Germany
7,052
3,086
12,839
5,096
Others
(1)
1,290
724
2,239
1,300
Last-mile delivery service
53,949
51,959
103,193
91,922
United States
8,171
6,921
15,349
12,674
Others
(1)
96
765
168
1,291
Packaging service
8,267
7,686
15,517
13,965
United States
4,588
2,376
8,792
6,401
Others
(1)
280
577
1,107
657
Others
4,868
2,953
9,899
7,058
Service revenues
96,924
95,787
190,992
172,410
United States
141,452
159,007
251,046
290,440
Germany
62,703
40,092
114,254
69,365
Japan
12,822
10,230
23,601
19,851
Others
(1)
8,705
5,751
14,619
9,878
Product revenues
225,682
215,080
403,520
389,534
Total revenues
$
322,606
$
310,867
$
594,512
$
561,944
_____________________
(1) No other individual region’s revenues exceeded 10% of our total revenues for the three and six months ende
d
June 30, 2025 and 2024.
44
Non-GAAP Financial Measure
To supplement our unaudited condensed consolidated financial statements, which are prepared and presented in accordance with U.S. GAAP, we use certain non-GAAP financial measures, including Adjusted EBITDA and Adjusted EPS – diluted, to understand and evaluate our core operating performance. Adjusted EBITDA is net income excluding interest, income taxes and depreciation and amortization, further adjusted to exclude share-based compensation expenses and non-recurring items. Adjusted EPS – diluted is a financial measure defined as our Adjusted EBITDA divided by our diluted weighted-average shares outstanding. Management uses Adjusted EBITDA and Adjusted EPS – diluted as measures of operating performance, for planning purposes, to allocate resources to enhance the financial performance of our business, to evaluate the effectiveness of our business strategies and in communications with our Board of Directors and investors concerning our financial performance. Non-GAAP financial measures, which may differ from similarly titled measures used by other companies, are presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. The table below sets forth a reconciliation of Adjusted EBITDA for the periods indicated:
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
(In thousands)
Net income
$
34,552
$
26,969
$
61,698
$
54,164
Add: Income tax expense
6,402
2,065
11,761
8,190
Add: Interest expense
32
59
55
140
Less: Interest income
(2,814)
(2,244)
(5,435)
(3,853)
Add: Depreciation and amortization
2,140
2,064
4,189
4,145
Add: Share-based compensation expense
3,026
13,872
4,253
14,147
Add: Non-recurring items
(1)
—
(41)
—
308
Adjusted EBITDA
$
43,338
$
42,744
$
76,521
$
77,241
_____________________
(1) One of our fulfillment centers in Japan experienced a fire in March 2024. We recognized losses as a result of the fire. Based on the provisions of our insurance policy, the gross losses have been reduced by the estimated insurance proceeds expected to be received from our insurance carrier. We have determined that partial recovery of the incurred losses is probable and therefore recorded gains of $41 thousand in the three months ended June 30, 2024 and net losses of $308 thousand in the six months ended June 30, 2024. We do not believe such losses to be recurring or frequent in nature.
The table below sets forth a reconciliation of Adjusted EPS – diluted for the periods indicated:
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
Net income per ordinary share – diluted
$
0.91
$
0.65
$
1.58
$
1.32
Adjustments, per ordinary share:
Add: Income tax expense
0.17
0.05
0.30
0.20
Add: Interest expense
—
—
—
—
Less: Interest income
(0.07)
(0.05)
(0.14)
(0.09)
Add: Depreciation and amortization
0.06
0.05
0.11
0.10
Add: Share-based compensation expenses
0.07
0.33
0.11
0.34
Add: Non-recurring items
(1)
—
—
—
0.01
Adjusted EPS – diluted
$
1.14
$
1.03
$
1.96
$
1.88
Weighted average number of ordinary shares outstanding - diluted
38,106,956
41,407,207
39,117,361
41,150,585
_____________________
(1) One of our fulfillment centers in Japan experienced a fire in March 2024. We recognized losses as a result of the fire. Based on the provisions of our insurance policy, the gross losses have been reduced by the estimated insurance proceeds expected to be received from our insurance carrier. We have determined that partial recovery of the incurred losses is probable and therefore recorded gains of $41 thousand in the three months ended June 30, 2024 and net losses of $308 thousand in the six months ended June 30, 2024. We do not believe such losses to be recurring or frequent in nature.
45
Liquidity and Capital Resources
Liquidity
To date, we have financed our operating and investing activities mainly through cash generated from our business. As of June 30, 2025, we had $240.1 million in cash and cash equivalents and $0.7 million in restricted cash.
In July 2022, we entered into a two-year credit facility agreement with Wells Fargo Bank, National Association, under which we are able to borrow up to $30 million during the term of the facility. The credit facility also requires us to comply with various customary covenants and other restrictions. In July 2024, we renewed the credit facility with a maturity date of June 30, 2026. As of the date of this quarterly report, we have not made any draw down from this credit facility.
We believe our cash on hand will be sufficient to meet our current and anticipated needs for general corporate purposes for at least the next 12 months. We may, however, need additional cash resources in the future if we experience changes in business conditions or other developments. We may also need additional cash resources in the future if we find and wish to pursue opportunities for investment, acquisition, capital expenditure or similar actions. If we determine that our cash requirements exceed the amount of cash we have on hand, we may seek to issue equity or equity-linked securities or obtain debt financing. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.
As a Cayman Islands exempted company and offshore holding company, we are permitted under PRC laws and regulations to provide funding to our PRC Subsidiaries only through loans or capital contributions, subject to relevant approval, filing and/or reporting with respect to government authorities and limits on the amount of capital contributions and loans. This may delay us from making loans or capital contributions to our PRC Subsidiaries, if any. See “Item 1A. Risk Factors—Risks Related to Doing Business in China—PRC regulation of loans to, and direct investments in, PRC entities by offshore holding companies and governmental control of currency conversion may restrict or prevent us to make loans or additional capital contributions to our PRC Subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.” including in the 2024 Form 10-K.
The following table sets forth a summary of our cash flows for the periods presented:
Six Months Ended June 30,
2025
2024
(In thousands)
(unaudited)
Summary of Condensed Consolidated Statement of Cash Flow Data:
Net cash provided by operating activities
$
48,042
$
34,417
Net cash used in investing activities
(24,178)
(30,403)
Net cash used in financing activities
(46,207)
(1,149)
Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash
2,709
(505)
Net increase (decrease) in cash, cash equivalents and restricted cash
$
(19,634)
$
2,360
Cash, cash equivalents and restricted cash at the beginning of the period
$
260,444
$
184,168
Cash, cash equivalents and restricted cash at the end of the period
$
240,810
$
186,528
Operating Activities
Net cash provided by operating activities in the six months ended June 30, 2025 was $48.0 million. This was attributable to net income of $61.7 million, as adjusted by non-cash items and the effects of changes in working capital and other activities. Adjustments to reconcile net income to net cash provided by operating activities primarily consisted of (i) changes in accounts receivables, net of $9.7 million, (ii) changes in inventories of $8.9 million, (iii) changes in income tax payable of $6.9 million, (iv) share-based compensation of $4.3 million, (v) depreciation and amortization of $4.2 million, and (vi) operating lease of $3.0 million.
46
Net cash provided by operating activities in the six months ended June 30, 2024 was $34.4 million. This was attributable to net income of $54.2 million, as adjusted by non-cash items and the effects of changes in working capital and other activities. Adjustments to reconcile net income to net cash provided by operating activities primarily consisted of (i) changes in inventories of $68.0 million, (ii) changes in accounts payable, accrued expenses and other current liabilities of $26.7 million, (iii) operating lease of $19.0 million, (iv) share-based compensation of $14.1 million, (v) changes in accounts receivables, net of $11.1 million, (vi) changes in deferred income taxes of $6.9 million, and (vii) depreciation and amortization of $4.1 million.
Investing Activities
Net cash used in investing activities in the six months ended June 30, 2025 was $24.2 million, consisting of purchases of investments of $67.3 million and cash paid for purchase of property and equipment of $4.0 million, partially offset by cash received from sales and maturities of investments of $47.0 million and disposal of property and equipment of $0.1 million.
Net cash used in investing activities in the six months ended June 30, 2024 was $30.4 million, consisting of purchases of investments of $21.8 million and cash paid for purchase of property and equipment of $10.2 million, partially offset by cash received from disposal of property and equipment of $1.6 million.
Financing Activities
Net cash used in financing activities in the six months ended June 30, 2025 was $46.2 million, consisting of repurchases of ordinary shares of $46.0 million and repayment of finance lease obligations of $0.2 million.
Net cash used in financing activities in the six months ended June 30, 2024 was $1.1 million, consisting solely of repayment of finance obligations of $1.1 million.
Share Repurchase Program
On September 3, 2024, we announced that our board of directors approved a new share repurchase program under which we may purchase up to $46 million of our Class A ordinary shares, par value $0.05, over a 12-month period. On March 28, 2025 and May 8, 2025, our board of directors approved additional $16 million and $16 million, respectively, to the Class A ordinary share repurchase program, bringing the total authorization to $78 million from its previously authorized $46 million. The program runs through August 28, 2025.
Under the share repurchase program, we may purchase our ordinary shares through various means, including open market transactions, privately negotiated transactions, block trades, any combination thereof or other legally permissible means. We may effect repurchase transactions in compliance with Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The number of shares repurchased and the timing of repurchases will depend on a number of factors, including, but not limited to, price, trading volume and general market conditions, along with our working capital requirements, general business conditions and other factors. Our board of directors will review the share repurchase program periodically, and may modify, suspend or terminate the share repurchase program at any time. We plan to fund repurchases from our existing cash balance.
See “Part II—Item 2—Unregistered Sales of Equity Securities and Use of Proceeds” of this quarterly report on Form 10-Q for more information.
Capital Resources
Our capital expenditures consist primarily of purchase of property and equipment. Our capital expenditures were $4.0 million and $10.2 million in six months ended June 30, 2025 and 2024, respectively. We intend to fund our future capital expenditures with our existing cash balance, short-term investments and anticipated cash flows from operations. We will continue to make well-planned capital expenditures to meet the expected growth of our business.
Contractual Obligations
The following table sets forth our contractual obligations as of June 30, 2025:
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Payment Due by Year
Total
Within 2025
2026 – 2028
After 2029
(In thousands)
Lease commitment
(1)
Operating leases
$
517,744
$
55,251
$
317,645
$
144,848
Finance leases
973
165
632
176
Total
$
518,717
$
55,416
$
318,277
$
145,024
_____________________
(1)
Lease commitment consists of the commitments under the lease agreements for our fulfillment centers and storage shelves.
Except for those disclosed above, we did not have any significant capital or other commitments, long-term obligations, or guarantees as of June 30, 2025.
Off-Balance Sheet Commitments and Arrangements
We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any unconsolidated third parties. In addition, we have not entered into any derivative contracts that are indexed to our shares and classified as shareholders’ equity or that are not reflected in our unaudited condensed consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.
Holding Company Structure
The Cayman Islands currently has no exchange control regulations or currency restrictions which may affect the import or export of capital, including the availability of cash and cash equivalents for use by our company, or the remittance of dividends, interest or other payments to non-resident holders of our securities.
Our company, GigaCloud Technology Inc, is a holding company incorporated in the Cayman Islands. We conduct our operations primarily through our principal subsidiaries. As a result, our ability to pay dividends depends upon dividends paid by our subsidiaries. If our subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.
In addition, as determined in accordance with local regulations, our subsidiaries in certain of our markets may be restricted from paying us dividends offshore or from transferring a portion of their assets to us, whether in the form of dividends, loans or advances, unless certain requirements are met or regulatory approvals are obtained. In addition, our subsidiaries may be restricted in their ability to pay dividends or distributions or make other transfers to us as a result of the laws of their respective jurisdictions of organization and agreements of our subsidiaries. See “Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Dividends” of the 2024 Form 10-K. Even though we currently do not require any such dividends, loans or advances from our entities for working capital and other funding purposes, we may in the future require additional cash resources from them due to changes in business conditions, to fund future acquisitions and development, or merely to declare and pay dividends or distributions to our shareholders.
Trend Information
Other than as disclosed elsewhere in this quarterly report, we are not aware of any known trends, uncertainties, demands, commitments or events for the six months ended June 30, 2025 that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that are reasonably likely to cause a material change in the relationship between costs and revenues, or that would cause reported financial information to be not necessarily indicative of future operating results or financial conditions.
Critical Accounting Estimates
We prepare our financial statements in conformity with U.S. GAAP. The preparation of these financial statements requires our management to make estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our
48
expectations as a result of changes in our estimates. For the fiscal quarter ended June 30, 2025, we had not identified critical accounting estimates that involve a significant level of estimation uncertainty and would have a material impact on our results. There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates disclosed in the 2024 Form 10-K.
Recent Accounting Pronouncements
A list of recently issued accounting pronouncements that are relevant to us is included in Note 1 “Recent accounting pronouncements” to our unaudited condensed consolidated financial statements included elsewhere in this quarterly report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no material changes in our exposures to market risk since December 31, 2024. See “Part II—Item 7A—Quantitative and Qualitative Disclosures about Market Risk” included in the 2024 Form 10-K for a discussion on our exposures to market risk.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report, as required by Rule 13a-15(b) under the Exchange Act. Our disclosure controls and procedures are designed to ensure that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective.
Based upon that evaluation, our management has concluded that, as of June 30, 2025, our disclosure controls and procedures were effective, in design and operation, at a reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended June 30, 2025 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we may be involved in claims that arise during the ordinary course of business. Regardless of the outcome, litigation can be costly and time-consuming, as it can divert management’s attention from important business matters and initiatives, negatively impacting our overall operations. In addition, we may also find ourselves at greater risk to outside party claims as we increase our operations in jurisdictions where the laws with respect to the potential liability of online retailers are uncertain, unfavorable or unclear.
Southern District of New York Litigation Matter, In Re GigaCloud Technology Inc Securities Litigation, No. 1:23-cv-10645-JMF (S.D.N.Y.)
In October 2023, two GigaCloud shareholders separately brought putative securities class actions in the United States District Court for the Central District of California. On November 27, 2023, both cases were transferred to the United States District Court for the Southern District of New York. On January 12, 2024, the Southern District of New York granted plaintiffs’ stipulation to consolidate the two lawsuits into one and appoint lead plaintiffs. On June 28, 2024, lead plaintiffs filed the second amended complaint. The second amended complaint alleged both false and misleading statements concerning our use of artificial intelligence and machine learning and false and misleading statements about revenue of the GigaCloud Marketplace. On August 21, 2024, we filed a motion to dismiss the second amended complaint. On January 27, 2025, the Court granted our motion to dismiss in substantial part, including dismissing without prejudice all
49
claims relating to (i) our statements in the IPO and subsequent filings about the GigaCloud Marketplace activities and revenues; and (ii) our statements in the IPO registration statement about the general sophistication of our technology. The Court denied our motion to dismiss on Securities Act claims relating to a small number of statements about the Company’s use of artificial intelligence and machine learning, made in the IPO registration statement and prospectus. We believe the residual claims are without merit and denied all allegations. However, in light of the limited scope of the residual claims and the uncertainty and cost inherent in any litigation, the Company reached an agreement with the lead plaintiffs to resolve the class action in its entirety, subject to Court approval. On June 20, 2025, the Court granted preliminary approval of the settlement, with the final approval hearing scheduled for October 9, 2025. The costs of this case, including the pending settlement, will be funded primarily from insurance proceeds and is not expected to have a material impact on our operations or financial condition.
Item 1A. Risk Factors.
We are subject to risks and uncertainties that could, directly or indirectly, adversely affect our business, results of operations, financial condition, liquidity, cash flows, strategies, and/or prospects. We have reviewed the risk factors appeared in “Part I—Item 1A—Risk Factors” in the 2024 Form 10-K, and, except as presented below, there have been no material changes in our risk factors previously disclosed in the 2024 Form 10-K.
Trade restrictions could materially and adversely affect our business, financial condition and results of operations.
We are focused on facilitating B2B ecommerce transactions for large parcel merchandise. Our cross-border logistics services may be affected by trade restrictions implemented by countries or territories in which our customers are located or in which our customers’ products are manufactured or sold. For example, we are subject to risks relating to changes in trade policies, tariff regulations, embargoes or other trade restrictions adverse to our customers’ business. Actions by governments that result in restrictions on movement of parcels or otherwise could also impede our ability to carry out our cross-border ecommerce solutions and logistics services. In particular, recent U.S. tariffs imposed or threatened to be imposed on China, Vietnam and other countries and any retaliatory actions taken by such countries could result in us or our sellers and buyers incurring substantial additional costs to procure a large portion of the merchandise offered on our B2B ecommerce platform. Historically, tariffs have led to increased trade and political tensions, between the U.S. and China, as well as between the U.S. and other countries. Political tensions as a result of trade policies could reduce trade volume, cross-border investment, technological exchange, and other economic activities between major economies, resulting in a material adverse effect on global economic conditions and the stability of global financial and stock markets. If we are unable to connect our global customers to each other in our marketplace or provide solutions to transporting parcels to and from countries with trade restrictions in a timely manner or at all, our business, financial condition and results of operations could be materially and adversely affected.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Recent Sales of Unregistered Securities
None.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
On September 3, 2024, we announced that our board of directors approved a new share repurchase program under which we may purchase up to $46.0 million of our Class A ordinary shares, par value $0.05, over a 12-month period. On March 28, 2025 and May 8, 2025, our board of directors approved additional $16 million and $16 million, respectively, to the Class A ordinary share repurchase program, bringing the total authorization to $78 million from its previously authorized $46 million. The program runs through August 28, 2025.
Under the share repurchase program, we may purchase our ordinary shares through various means, including open market transactions, privately negotiated transactions, block trades, any combination thereof or other legally permissible means.
We may effect repurchase transactions in compliance with Rule 10b5-1 and Rule 10b-18 of the Exchange Act. The number of shares repurchased and the timing of repurchases will depend on a number of factors, including, but not limited to, price, trading volume and general market conditions, along with our working capital requirements, general business conditions and other factors. Our board of directors will review the share repurchase program periodically, and may modify, suspend or terminate the share repurchase program at any time. We plan to fund repurchases from our existing cash balance.
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The following table presents details of our share repurchase transactions during the quarter ended June 30, 2025:
Period
Total number of shares purchased
Average price paid per share
Total number of shares purchased as part of publicly announced program
Maximum dollar value of shares that may yet be purchased under the program (in thousand)
April 1 to April 30, 2025
1,261,657
$
12.68
1,261,657
$
23
May 1 to May 31, 2025
133,939
$
17.86
133,939
$
13,630
June 1 to June 30, 2025
272,987
$
17.96
272,987
$
8,728
Total
1,668,583
1,668,583
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
(a) and (b) None.
(c) Rule 10b5-1 Trading Plan
On
June 24, 2025
,
Mr. Xinyan Hao
, our
Chief Operating Officer
,
adopted
a trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act, for the sale of up to an aggregate
450,000
shares of our Class A ordinary shares held indirectly through Icebery Limited in which Mr. Hao is the sole shareholder and sole director. Mr. Hao's trading arrangement is scheduled to expire no later than
June 2026
.
Except for the foregoing, during the three months ended June 30, 2025, no other director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of our company
adopted
or
terminated
a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408(a) of Regulation S-K.
Inline XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
Cover Page Interactive Data File (embedded within the Exhibit 101 Inline XBRL document)
_____________________
* Filed herewith.
** Furnished herewith. This certification is deemed not “filed” by us for purposes of Section 18 of the Exchange Act , or otherwise subject to the liability of that section. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically incorporate it by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GigaCloud Technology Inc
By:
/s/ Larry Lei Wu
Name:
Larry Lei Wu
Title:
Chief Executive Officer
(Principal Executive Officer and duly Authorized Officer)
Date: August 7, 2025
GigaCloud Technology Inc
By:
/s/ Erica Xiaoyang Wei
Name:
Erica Xiaoyang Wei
Title:
Chief Financial Officer
(Principal Financial and Accounting Officer and duly Authorized Officer)
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