Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information and Holders
Our Series 1 common stock has been listed on the Nasdaq Global Select Market under the symbol “BIGC” since August 5, 2020. Prior to that date, there was no public trading market for our Series 1 common stock. Our IPO was priced at $24.00 per share on August 5, 2020. On February 16, 2021, the last reported sale price of our common stock on the Nasdaq Global Select Market was $74.81 per share. As of February 16, 2021, we had 332 holders of record of our Series 1 common stock. The actual number of shareholders is greater than this number of record holders, and includes shareholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include shareholders whose shares may be held in trust by other entities.
Dividend Policy
We have never declared or paid any cash dividends on our Series 1 common stock. Any future determination to declare cash dividends on our Series 1 common stock will be made at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant. We do not anticipate paying cash dividends on our Series 1 common stock for the foreseeable future.
Use of Proceeds from Registered Securities
On August 4, 2020, we completed our IPO, in which we issued and sold 7,877,500 shares of our Series 1 common stock, including 1,027,500 shares of Series 1 common stock that were sold pursuant to the exercise in full of the underwriters’ option to purchase additional shares of Series 1 common stock at $24.00 per share. The IPO resulted in net proceeds of $171.1 million after deducting underwriting discounts, commissions and other offering costs. Existing stockholders sold an additional 2,495,000 shares of Series 1 common stock, including 325,435 shares of Series 1 common stock that were sold pursuant to the exercise in full of the underwriters’ option to purchase additional shares of Series 1 common stock at $24.00 per share. We did not receive any proceeds from the sale of shares by the selling stockholders in the IPO.
On No vember 12, 2020 , we completed our follow-on offering (“Secondary Offering”), in which we issued and sold 1,000,000 shares of our Series 1 common stock at $68.00 per share. The Secondary Offering resulted in net proceeds of $65.1 million after deducting underwriting discounts, commissions and other offering costs. Existing stockholders sold an additional 4,750,000 shares of Series 1 common stock, including 750,000 shares of Series 1 common stock that were sold pursuant to the exercise in full of the underwriters’ option to purchase additional shares of Series 1 common stock at $68.00 per share. We did not receive any proceeds from the sale of shares by the selling stockholders in the Secondary Offering.
There have been no material changes in the planned use of proceeds from our IPO and Secondary Offering from that described in the final prospectus’ filed with the SEC pursuant to Rule 424(b) on August 5, 2020 and November 16, 2020, respectively. Upon completion of the IPO, the Series F Dividend was finally calculated to be $12.8 million and was paid on or about August 12, 2020. Additionally, upon completion of the Secondary Offering, we fully repaid approximately $22 million of our outstanding indebtedness under our Credit Facility.
Equity Compensation Plan Information
Information regarding the securities authorized for issuance under our equity compensation plans will be included in our Proxy Statement relating to our 2021 annual meeting of stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2020, and is incorporated herein by reference.
Performance Graph
The graph set forth below compares the cumulative total stockholder return on our common stock between August 5, 2020 (our first day of trading) and December 31, 2020, with the cumulative total return of (i) the S&P 500 Index and (ii) the NASDAQ Computer Index. This graph assumes the investment of $100 on August 5, 2020, our first day of trading, in our common stock at the closing price of $72.27 per share, the S&P 500 Index and the NASDAQ Computer Index, and assumes the reinvestment of dividends, if any. Note that historic stock price performance is not necessarily indicative of future stock price performance.
The information contained in the Stock Performance Graph shall not be deemed to be soliciting material or to be filed with the SEC nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Exchange Act, except to the extent we specifically incorporate it by reference into such filing.
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Issuer Purchases of Equity Securities
(in thousands)
Total number of shares purchased
Average price paid per share
Total number of shares purchased as part of publicly announced plans or programs
Approximate dollar value of shares that may be purchased under the plans or program
September 1-30, 2020
1
$
3.51
—
—
October 1-31, 2020
—
$
3.18
—
—
November 1-30, 2020
5
$
1.81
—
—
December 1-31, 2020
2
$
3.33
—
—
Total
8
$
2.96
$
—
$
—
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Item 6. Selected Financial Data.
The following selected consolidated statements of operations data for the years ended December 31, 2020, 2019 and 2018, and the selected consolidated balance sheet data as of December 31, 2020 and 2019 are derived from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. The selected consolidated financial data should be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations," our consolidated financial statements, related notes, and other financial information included elsewhere in this Annual Report on Form 10-K. Our historical results are not necessarily indicative of our results to be expected in any future period. All amounts are in thousands, except per share data.
Year ended December 31,
2020
2019
2018
Consolidated Statement of Operations Data:
Revenue
$
152,368
$
112,103
$
91,867
Cost of revenue (1)
34,126
27,023
21,937
Gross profit
118,242
85,080
69,930
Operating expenses:
Sales and marketing (1)
72,470
60,740
45,928
Research and development (1)
48,332
43,123
42,485
General and administrative (1)
36,137
22,204
19,497
Total operating expenses
156,939
126,067
107,910
Loss from operations
(38,697
)
(40,987
)
(37,980
)
Interest income
31
245
653
Interest expense
(3,103
)
(1,612
)
(1,489
)
Change in fair value of financial instruments
4,413
-
-
Other expense
(179
)
(208
)
(52
)
Loss before provision for income taxes
(37,535
)
(42,562
)
(38,868
)
Provision for income taxes
25
28
10
Net loss
$
(37,560
)
$
(42,590
)
$
(38,878
)
Cumulative dividends and accretion of issuance costs on Series F preferred stock
$
(962
)
$
(7,308
)
$
(4,712
)
Net loss attributable to common stockholders
$
(38,522
)
$
(49,898
)
$
(43,590
)
Basic and diluted net loss per share attributable to common stockholders
$
(0.99
)
$
(2.80
)
$
(2.59
)
Weighted-average number of shares used to compute basic and diluted net loss per share attributable to common stockholders
39,092
17,834
16,807
(1)
Includes stock-based compensation expense as follows:
Year ended December 31,
2020
2019
2018
Cost of revenue
769
191
82
Sales and marketing
3,310
838
388
Research and development
2,500
666
432
General and administrative
4,479
1,461
1,169
Total stock-based compensation expense
$
11,058
$
3,156
$
2,071
Non-GAAP financial measures
To supplement our financial statements presented in accordance with GAAP and to provide investors with additional information regarding our financial results, we have presented in this Annual Report on Form 10-K adjusted EBITDA, a non-GAAP financial measure. Adjusted EBITDA is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similarly titled measures presented by other companies.
We define adjusted EBITDA as our net loss, excluding the impact of stock-based compensation expense, depreciation and amortization expense, interest income, interest expense, change in fair value of financial instruments, and our provision for income taxes. The most directly comparable GAAP measure is net loss. We monitor and have presented in this Annual Report on Form 10-K adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our operating performance, to establish budgets, and to develop operational goals for managing our business. In particular, we believe excluding the impact of these expenses in calculating adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core operating performance. We believe adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we include in net
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loss. Accordingly, we believe adjusted EBITDA provides useful information to investors, analysts, and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects.
Adjusted EBITDA is not prepared in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of adjusted EBITDA rather than net loss, which is the most directly comparable financial measure calculated and presented in accordance with GAAP. Some of these limitations are:
•
adjusted EBITDA excludes stock-based compensation expense and payroll tax associated with stock-based compensation expense as it has recently been, and will continue to be for the foreseeable future, a significant recurring non-cash expense for our business;
•
adjusted EBITDA excludes depreciation and amortization expense and, although this is a non-cash expense, the assets being depreciated and amortized may have to be replaced in the future;
•
adjusted EBITDA does not reflect the cash requirements necessary to service interest on our debt which affects the cash available to us;
•
adjusted EBITDA does not reflect the monies earned from our investments since it does not reflect our core operations;
•
adjusted EBITDA does not reflect change in fair value of financial instruments including derivatives since it does not reflect our core operations and is a non-cash expense;
•
adjusted EBITDA does not reflect income tax expense that affects cash available to us; and
•
the expenses and other items that we exclude in our calculations of adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from adjusted EBITDA when they report their operating results.
In addition, other companies may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison.
The following table presents a reconciliation of net loss to adjusted EBITDA for each of the periods indicated:
2020
2019
2018
Net loss
$
(37,560
)
$
(42,590
)
$
(38,878
)
Stock-based compensation expense
11,058
3,156
2,071
Payroll tax associated with stock-based compensation expense
222
-
-
Depreciation and amortization
3,084
2,569
1,844
Interest income
(31
)
(245
)
(653
)
Interest expense
3,103
1,612
1,489
Change in fair value of financial instrument
(4,413
)
-
-
Provision for income taxes
25
28
10
Adjusted EBITDA
$
(24,512
)
$
(35,470
)
$
(34,117
)
(1)
This financial measure is not calculated in accordance with GAAP. See “Selected Financial Data—Non-GAAP financial measures” for information regarding our use of this non-GAAP financial measure and a reconciliation of such measure to its nearest comparable financial measure calculated and presented in accordance with GAAP.
Consolidated Balance Sheet Data:
2020
2019
2018
Consolidated Balance Sheet Data:
Cash and cash equivalents
$
219,447
$
7,795
$
12,793
Working capital (1)
208,185
(2,243
)
25,483
Total assets
276,626
56,064
59,104
Total liabilities
59,867
89,613
54,134
Convertible preferred stock
-
223,754
216,446
Total stockholders' equity (deficit)
216,759
(257,303
)
(211,476
)
(1)
We define working capital as current assets less current liabilities.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.