What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-05-12 compared with 2020-11-06 · 141 added, 232 removed, 469 unchanged (44% of the section changed)

6 unchanged sentences

Condensed Consolidated Statements of Comprehensive Loss

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity

Condensed Consolidated Statements of Cash Flows

1 unchanged sentence

BigCommerce Holdings, Inc.

Consolidated Balance Sheets

(Unaudited, in thousands, except per share amounts)

September 30,

Condensed Consolidated Balance Sheets

(in thousands, except per share amounts)

Current assets

1 unchanged sentence

Restricted cash

Marketable securities

Accounts receivable, net

4 unchanged sentences

Right-of-use-assets

Prepaid expenses, net of current portion

Deferred commissions, net of current portion

Liabilities, convertible preferred stock, and stockholders’ equity (deficit)

Liabilities, convertible preferred stock, and stockholders’ equity

Current liabilities

2 unchanged sentences

Deferred revenue

Current portion of long-term debt

Current portion of operating lease liabilities

2 unchanged sentences

Deferred revenue, net of current portion

Long-term debt, net of current portion

Operating lease liabilities, net of current portion

3 unchanged sentences

Convertible preferred stock, $0.0001 par value;

10,000 and 102,030 shares authorized

at September 30, 2020 and December 31, 2019, respectively;

0 shares and 102,030 shares

issued and outstanding, at September 30, 2020 and December 31, 2019, respectively.

Stockholders’ equity (deficit)

10,000 shares authorized

at March 31, 2021 and December 31, 2020;

issued and outstanding, at March 31, 2021 and December 31, 2020.

Stockholders’ equity

Common stock, $0.0001 par value;

500,000 shares Series 1 and, 5,051 shares Series 2

authorized at September 30, 2020 and 200,000 shares voting and 30,000 shares of

non-voting authorized at December 31, 2019;

62,757, and 18,544 shares Series 1 and

voting issued and, outstanding at September 30, 2020 and December 31, 2019, respectively,

and 5,051 and 0 shares Series 2 and non-voting issued and, outstanding at

September 30, 2020, and December 31, 2019, respectively.

authorized at March 31, 2021 and December 31, 2020;

69,095, and 64,461 shares Series 1

issued and outstanding at March 31, 2021 and December 31, 2020, respectively,

and 1,201 and 5,051 shares Series 2 issued and, outstanding at

March 31, 2021, and December 31, 2020, respectively.

Additional paid-in capital

Accumulated deficit

Total stockholders’ equity (deficit)

Total stockholders’ equity

Total liabilities, convertible preferred stock, and stockholders’ equity (deficit)

1 unchanged sentence

BigCommerce Holdings, Inc.

Consolidated Statements of Operations

(Unaudited, in thousands, except per share amounts)

Three months ended September 30,

Nine months ended September 30,

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

Three months ended March 31,

Cost of revenue

19 unchanged sentences

BigCommerce Holdings, Inc.

Consolidated Statements of Comprehensive Loss

(Unaudited, in thousands)

Three months ended September 30,

Nine months ended September 30,

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

Three months ended March 31,

Other comprehensive income (loss):

3 unchanged sentences

BigCommerce Holdings, Inc.

Consolidate d Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(Unaudited, in thousands)

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(in thousands)

Convertible Preferred

6 unchanged sentences

Accretion of Series F issuance costs

Warrants issued in connection with debt

Adoption of new accounting standard - See Note 2

Balance at March 31, 2020

Exercise of stock options

Stock-based compensation

Accumulated dividend – Series F

Accretion of Series F issuance costs

Balance at June 30, 2019

Exercise of stock options

Stock-based compensation

Accumulated dividend – Series F

Unrealized gain on investments

Accretion of Series F issuance costs

Balance at September 30, 2019

The accompanying notes are an integral part of these consolidated financial statements.

BigCommerce Holdings, Inc.

Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(Unaudited, in thousands)

Convertible Preferred

4 unchanged sentences

Stock-based compensation

Accumulated dividend – Series F

Accretion of Series F issuance costs

Warrants issued in connection with debt

Adoption of new accounting standard - See Note 2

Balance at March 31, 2021

Exercise of stock options

Exercise of warrants

Stock-based compensation

Accumulated dividend – Series F

Accretion of Series F issuance costs

Balance at June 30, 2020

Exercise of stock options

Exercise of warrants

Stock-based compensation

Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other offering costs

Conversion of redeemable preferred stock to common stock upon initial public offering

Conversion of redeemable convertible debt to common stock upon initial public offering

Accumulated dividend – Series F

Payment of Series F Dividend

Accretion of Series F issuance costs

Balance at September 30, 2020

The accompanying notes are an integral part of these consolidated financial statements.

BigCommerce Holdings, Inc.

Consolidated Statements of Cash Flows

(Unaudited, in thousands)

Nine months ended September 30,

Condensed Consolidated Statements of Cash Flows

(in thousands)

Three months ended March 31,

Cash flows from operating activities:

4 unchanged sentences

Allowance for credit losses

Accretion on discount to marketable securities

Change in fair value of financial instrument

9 unchanged sentences

Purchase of property and equipment

Maturity of marketable securities

Net cash (used in) provided by investing activities

Purchase of marketable securities

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from exercise of stock options

Payment of dividends

Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other offering costs

Proceeds from debt

7 unchanged sentences

Noncash investing and financing activities:

Conversion of convertible preferred stock into common stock upon initial public offering

Conversion of convertible debt into common stock upon initial public offering

Issuance of warrants

Reconciliation of cash, cash equivalents and restricted cash within the condensed consolidated balance sheet to the amounts shown in the statements of cash flows above:

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents and restricted cash

The accompanying notes are an integral part of these consolidated financial statements

BigCommerce Holdings, Inc.

Notes to Consolidated Financial Statements

Notes to Condensed Consolidated Financial Statements

BigCommerce is leading a new era of ecommerce.

9 unchanged sentences

and its subsidiaries, unless otherwise stated.

Stock Split and Initial Public Offering

On July 24, 2020, we filed with the Secretary of State of the State of Delaware an amendment to our certificate of incorporation that effected a one-for-three reverse stock split of our common stock.

All common stock share and per share information for all periods presented has been adjusted to reflect the reverse stock split.

The amendment to our certificate of incorporation adjusted the amount of our authorized shares to:

205,000,000 shares of Series 1 common stock, 45,000,000 shares of Series 2 common stock, and 109,030,573 shares of preferred stock.

The common stock has a par value of $0.0001 per share.

On July 24, 2020, concurrently with the effectiveness of the reverse stock split, the conversion prices applicable to our preferred stock were adjusted proportionately in accordance with our certificate of incorporation.

The Series 1 common stock and Series 2 common stock numbers referenced herein and included in this Form 10-Q reflect this split.

On August 4, 2020, we completed our initial public offering (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.

Summary of significant accounting policies

2 unchanged sentences

Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated.

Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2020.

Summary of significant accounting policies (continued)

The accompanying interim financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s final prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on August 5, 2020 (“Prospectus”).

In the opinion of management, the accompanying interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation.

Certain information and disclosures normally included in the notes to the annual consolidated financial statements prepared in accordance with GAAP have been omitted from these interim unaudited condensed consolidated financial statements pursuant to the rules and regulations of the SEC.

Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the accompanying notes for the fiscal year ended December 31, 2020, which are included in the Company's Annual Report on Form 10-K, filed with the SEC on February 26, 2021.

The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other period.

Basis of consolidation

8 unchanged sentences

the amortization period for deferred commissions;

the allowance for credit losses;

Summary of significant accounting policies (continued)

allowance for credit losses;

a determination of the deferred tax asset valuation allowance and the valuation of our common stock used to determine stock-based compensation expense prior to our IPO.

11 unchanged sentences

Revenue by geographic region was as follows:

Three months ended September 30,

Nine months ended September 30,

(Unaudited, in thousands)

Three months ended March 31,

(in thousands)

Americas – U.S.

1 unchanged sentence

Total revenue

Summary of significant accounting policies (continued)

Long-lived assets by geographic region was as follows:

September 30,

(in thousands)

9 unchanged sentences

Additionally, we have amounts on deposit with certain financial institutions that serve as collateral for letters of credit and lease deposits.

Summary of significant accounting policies (continued)

Marketable securities

3 unchanged sentences

All marketable securities are considered available to support current operations and are classified as current assets.

Unrealized gains and losses are excluded from earnings and are reported as a component of accumulated other comprehensive loss.

Realized gains and losses, and declines in fair value judged to be other than temporary, are included in other expense.

For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis.

If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value and recognized in other income (expense) in the results of operations.

For available-for-sale debt securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors.

In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors.

If this assessment indicates that a credit loss exists, an allowance is recorded for the difference between the present value of cash flows expected to be collected and the amortized cost basis of the security.

Impairment losses attributable to credit loss factors are charged against the allowance when management believes an available-for-sale security is uncollectible or when either of the criteria regarding intent or requirement to sell is met.

Any unrealized losses from declines in fair value below the amortized cost basis as a result of non-credit loss factors is recognized as a component of accumulated other comprehensive (loss) income, along with unrealized gains.

Realized gains and losses and declines in fair value, if any, on available-for-sale securities are included in other income (expense) in the results of operations.

The cost of securities sold is based on the specific-identification method.

Interest on marketable securities is included in interest income.

Accounts receivable

3 unchanged sentences

Payment terms range from due immediately to due within 60 days.

The accounts receivable balance at September 30, 2020 and December 31, 2019 included unbilled receivables of $5.7 million and $4.0 million, respectively.

The accounts receivable balance included unbilled receivables of $7.5 million at March 31, 2021 and December 31, 2020.

We assess the collectability of outstanding accounts receivable on an ongoing basis and maintain an allowance for credit losses for accounts receivable deemed uncollectable.

4 unchanged sentences

Adoption of ASU 2016-13 resulted in an increase in the allowance for credit losses of approximately $0.4 million as of January 1, 2020, primarily related to unbilled receivables.

Summary of significant accounting policies (continued)

The allowance for credit losses consisted of the following:

(Unaudited, in thousands)

(in thousands)

Balance at December 31, 2020

Cumulative effect adjustment upon adoption

Provision for expected credit losses

1 unchanged sentence

Balance at March 31, 2021

Provision for expected credit losses

Accounts written off

Balance at June 30, 2020

Provision for expected credit losses

Accounts written off

Balance at September 30, 2020

Property and equipment

1 unchanged sentence

Depreciation and amortization are computed using the straight-line method over the estimated useful lives or the related lease terms (if shorter).

Summary of significant accounting policies (continued)

The estimated useful lives of property and equipment are as follows:

15 unchanged sentences

To date, software costs eligible for capitalization have not been significant.

Concentration of credit risks, significant clients, and suppliers

Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents, marketable securities, restricted cash, and accounts receivable.

Our investment policy limits investments to high credit quality securities issued by the U.S.

government, U.S.

government-sponsored agencies, and highly rated corporate securities, subject to certain concentration limits and restrictions on maturities.

Our cash and cash equivalents and restricted cash are held by financial institutions that management believes are of high credit quality.

Amounts on deposit may at times exceed federally insured limits.

Summary of significant accounting policies (continued)

experienced any losses on our deposits of cash and cash equivalents.

We are exposed to credit risk in the event of default by the financial institutions holding our cash and cash equivalents and bond issuers.

Accounts receivable are derived from sales to our customers and our strategic technology partners who operate in a variety of sectors.

We do not require collateral.

Estimated credit losses are provided for in the consolidated financial statements and historically have been within management’s expectations.

For the nine months ended September 30, 2020 and 2019 one of our strategic partners accounted for 15% and 13% of our revenue, respectively, and accounted for 20% of our accounts receivable balance at September 30, 2020.

Advertising costs

We expense advertising costs as incurred.

Advertising costs were $9.0 million and $9.0 million for the nine months ended September 30, 2020 and 2019, respectively.

We determine if an arrangement is a lease or contains a lease at inception.

15 unchanged sentences

We account for uncertain tax positions in accordance with ASC 740, “Income Taxes”, which clarifies the accounting for uncertainty in tax positions.

These provisions require recognition of the impact of a tax position in our financial statements only if it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits.

These provisions require recognition of the impact of a tax position in our financial statements only if it is

Summary of significant accounting policies (continued)

more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits.

Any interest and penalties related to uncertain tax positions will be reflected as a component of income tax expense .

Stock-based compensation

We issue stock options and restricted stock units ("RSUs").

We issue stock options, restricted stock units ("RSUs") and performance based restricted stock units (“PSUs”).

Stock-based compensation related to stock options is measured at the date of grant and is recognized on a straight-line basis over the service period, net of estimated forfeitures.

We use the Black-Scholes option-pricing model to estimate the fair value of stock options awarded at the date of grant.

Stock- based compensation related to restricted stock units is measured at the date of grant and recognized using the accelerated attribution method, net of forfeitures, over the remaining service period.

Stock-based compensation related to restricted stock units is measured at the date of grant, net of forfeitures, and recognized ratably over the service period.

Stock- based compensation related to performance based restricted stock units is measured at the date of grant and recognized using the accelerated attribution method, net of forfeitures, over the remaining service period.

Accounting pronouncements

In June 2018, the FASB Issued ASU 2018-07, Compensation—Stock Compensation (Topic 718):

Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees.

The new guidance is effective for fiscal years, and interim periods within those

Summary of significant accounting policies (continued)

fiscal years, beginning after December 15, 2019.

The adoption of this standard on January 1, 2020 did not have a material impact on our consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326)” which modifies the measurement of expected credit losses of certain financial instruments.

Credit losses on trade and other receivables, available-for-sale debt securities, and other instruments will reflect our current estimate of the expected credit losses and will generally result in the earlier recognition of allowance for losses.

The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted.

The adoption of the new standard resulted in the recording of a cumulative-effect adjustment to accumulated deficit of $0.4 million on January 1, 2020.

We will continue to actively monitor the impact of the recent COVID-19 pandemic on expected credit losses.

In August 2020, the FASB issued ASU No.

2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license).

We adopted this guidance on January 1, 2020 on a prospective basis, which did not result in a material impact to our consolidated financial statements.

In December 2019, the FASB issued ASU No.

2019-12, “Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes,” as part of its initiative to reduce complexity in the accounting standards.

The amendments in ASU 2019-12 eliminate certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences.

ASU 2019-12 also clarifies and simplifies other aspects of the accounting for income taxes.

Although the amendments in ASU 2019-12 become effective for fiscal years beginning after December 15, 2020, we elected to early adopt the ASU as of January 1, 2019 on a prospective basis.

There is no material tax impact of the early adoption of ASU 2019-12 on our financial position and results of operations.

2020-06, "Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40)" which simplifies the accounting for convertible debt instruments by eliminating the requirement to separate embedded conversion features from the host contract when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital.

In addition, the guidance eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method.

We adopted this standard on January 1, 2021 using the modified retrospective method.

The adoption of this standard did not have any material impact on our financial statements.

Revenue recognition and deferred costs

5 unchanged sentences

The following table disaggregates our revenue by major source:

Three months ended September 30,

Nine months ended September 30,

(Unaudited, in thousands)

Three months ended March 31,

(in thousands)

Subscription solutions

49 unchanged sentences

We recognize revenue from deferred revenue when the services are performed, and the corresponding revenue recognition criteria are met.

We recognized $5.7 million of previously deferred revenue during the three months ended March 31, 2021.

Revenue recognition and deferred costs (continued)

The net increase in the deferred revenue balance for the nine months ended September 30, 2020 is primarily due to increases in SaaS related subscriptions.

The net increase in the deferred revenue balance for the three months ended March 31, 2021 is primarily due to increases in professional services along with a general increase in SaaS related subscriptions.

Amounts recognized from deferred revenue represent primarily revenue from the sale of subscription solutions, integration, and marketing services.

As of September 30, 2020, we had $76.0 million of remaining performance obligations, which represents contracted revenue minimums that have not yet been recognized, including amounts that will be invoiced and recognized as revenue in future periods.

As of March 31, 2021, we had $92.9 million of remaining performance obligations, which represents contracted revenue minimums that have not yet been recognized, including amounts that will be invoiced and recognized as revenue in future periods.

We expect to recognize approximately 56% of the remaining performance obligations as revenue in the following 12-month periods, and the remaining balance in the periods thereafter.

6 unchanged sentences

We periodically review the carrying amount of deferred commissions to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs.

We did not recognize an impairment of deferred commissions for the nine months ended September 30, 2020 and 2019 or the year ended December 31, 2019.

Sales commissions of $2.9 million and $1.8 million were deferred for the nine months ended September 30, 2020 and 2019, respectively;

and deferred commission amortization expense was $1.5 million and $1.1 million for the nine months ended September 30, 2020 and 2019, respectively.

Fair value measurements

We did not recognize an impairment of deferred commissions for the three months ended March 31, 2021 and 2020 or the year ended December 31, 2020.

Sales commissions of $1.5 million and $0.7 million were deferred for the three months ended March 31, 2021 and 2020, respectively;

and deferred commission amortization expense was $0.7 million and $0.5 million for the three months ended March 31, 2021 and 2020, respectively.

Fair value measurements, cash equivalents and marketable securities

Financial instruments carried at fair value include cash and cash equivalents, restricted cash, marketable securities, and embedded put options.

9 unchanged sentences

Level 3 – Inputs are unobservable that are significant to the fair value of the asset or liability and are developed based on the best information available in the circumstances, which might include our data.

The fair value of debt was measured using Level 2 inputs and approximated its carrying value.

We did not have any cash equivalents or marketable securities as of September 30, 2020 and December 31, 2019.

The following tables summarize the estimated fair value of our cash equivalents and marketable securities.

As of March 31, 2021

(in thousands)

Financial assets:

Money market funds

Corporate securities

Total financial assets

Fair value measurements, cash equivalents and marketable securities (continued)

As of December 31, 2020

(in thousands)

Financial assets:

Money market funds

The following tables summarizes the estimated fair value of our cash equivalents and marketable securities:

As of March 31, 2021

(in thousands)

Cash equivalents:

Money market funds

Marketable securities:

Corporate securities

As of December 31, 2020

(in thousands)

Cash equivalents:

Money market funds

Property and equipment

Property and equipment, which includes software purchased or developed for internal use, is composed of the following:

As of September 30,

As of March 31,

As of December 31,

6 unchanged sentences

Property and equipment, net

Depreciation expense on property and equipment was $2.4 million and $1.8 million for the nine months ended September 30, 2020 and 2019, respectively and $0.7 million and $0.6 million for the three months ended September 30, 2020 and 2019, respectively.

Depreciation expense on property and equipment was $0.7 million and $0.9 million for the three months ended March 31, 2021 and 2020, respectively.

Commitments, contingencies, and leases

4 unchanged sentences

Certain executive officers are entitled to payments in the event of termination of employment in connection with a certain change in control.

Commitments, contingencies, and leases (continued)

Our certificate of incorporation and certain contractual arrangements provide for indemnification of our officers and directors for certain events or occurrences.

We maintain a directors and officers insurance policy to provide coverage in the event of a claim against an officer of director.

Historically, we have not been obligated to make any payments for indemnification obligations, and no liabilities have been recorded for these obligations on the consolidated balance sheets as of September 30, 2020 or December 31, 2019.

We lease certain facilities under operating lease agreements that expire at various dates through 2028.

1 unchanged sentence

Renewal options were not included in the ROU asset and lease liability calculation.

Operating and short-term rent expenses was $0.9 million and $1.0 million for each of the three-month periods ended September 30, 2020 and 2019, respectively, and $2.7 million for both nine -month periods ended September 30, 2020 and 2019.

Operating and short-term rent expenses was $0.9 million and $0.8 million for each of the three-month periods ended March 31, 2021 and 2020, respectively.

Short-term rent expense was not material for any of the periods presented.

1 unchanged sentence

Cash flow information (in thousands)

Nine months ended September 30,

Three months ended March 31,

Cash paid for operating lease liabilities

Right-of-use assets obtained in exchange for operating lease obligations

Commitments, contingencies, and leases (continued)

Operating lease information

Nine months ended September 30,

Three months ended March 31,

Weighted-average remaining lease-term

Weighted-average discount rate

The future maturities of operating lease liabilities are as follows:

Future minimum lease payments under non-cancellable operating leases are as follows:

(in thousands)

September 30, 2020

2020 (October 1st through December 31st)

March 31, 2021

2021 (April 1st through December 31st)

Total minimum lease payments

3 unchanged sentences

The following table summarizes the components of other current liabilities:

As of September 30,

Year Ended December 31,

As of March 31,

(in thousands)

4 unchanged sentences

On October 27, 2017, we entered into a contingent convertible debt agreement (the “Convertible Term Loan”) with Silicon Valley Bank (“SVB”) providing for a term loan of $20.0 million.

In conjunction with our IPO on August 5, 2020, the bank exercised its purchase right and repaid $1.1 million of previously paid principal This balance, combined with the unpaid principal balance of $18.9 was converted into 2,179,360 shares of Series 1 common stock.

In conjunction with our IPO on August 5, 2020, the bank exercised its purchase right and repaid $1.1 million of previously paid principal.

This balance, combined with the unpaid principal balance of $18.9 was converted into 2,179,360 shares of Series 1 common stock.

No further borrowings are allowed under this convertible debt agreement.

1 unchanged sentence

The initial interest rate was equal to the prime rate and changes to a rate of prime plus 2.0% on and after January 1, 2020, a rate of prime plus 4.0% on and after January 1, 2021, and a rate of prime plus 6.0% on and after January 1, 2022.

The weighted-average effective interest rate was 5.8%, and 5.6% during the nine-month periods ended September 30, 2020 and 2019, respectively.

The weighted-average effective interest rate was 6.2% during the three-month period ended March 31, 2020.

Quarterly principal payments of $125 thousand were due and payable from June 1, 2018 through maturity.

4 unchanged sentences

The 2020 Convertible Term Loan bears interest at (a) 4.5% prior to January 1, 2022, (b) 6.5% from January 1, 2022 and prior to January 1, 2023, (c) 8.5% from January 1, 2023 and prior to January 1, 2024, and (d) 10.5% from and after January 1, 2024.

Debt (continued)

In addition to the conversion shares on the outstanding principal, this instrument required a deficiency payment if the value of the conversion shares does not meet an applicable required minimum return of (a) 1.25 if converted within 18 months of the agreement, (b) 1.32 if converted between 18 months and 24 months, and (c) 1.55 if converted between 24 months and maturity.

6 unchanged sentences

The net balance outstanding under the terms of this agreement was netted against the outstanding principal balance upon conversion to Series 1 Common Stock upon completion of our IPO.

We recorded interest expense related to this instrument of $0.1 million and $0.4 million during the three and nine-month periods ended September 30, 2020, respectively.

We recorded interest expense related to this instrument of $0.1 million during the three-month period ended March 31, 2020, respectively.

The estimated fair value of the put option was determined using a multi-scenario probability weighted expected return method analysis in which the future probability of exit events was weighted for its respective probability.

3 unchanged sentences

This instrument was extinguished upon the conversion of the 2020 Convertible Term Debt upon completion of our IPO .

Debt (continued)

Credit Facility

6 unchanged sentences

We accounted for the February 28, 2020 amendment and restatement transaction as an extinguishment of debt pursuant to ASC 470-50.

We recorded an immaterial loss on extinguishment during the nine-month period ended September 30, 2020.

We recorded an immaterial loss on extinguishment during the three-month period ended March 31, 2020.

The Revolving Line has a maturity date of October 27, 2021.

The Revolving Line bore interest at a rate equal to the prime rate, and the weighted-average effective interest rate was 3.7%, and 5.6% for the nine months ended September 30, 2020 and 2019, respectively.

The Revolving Line bore interest at a rate equal to the prime rate, and the weighted-average effective interest rate was 4.8% for the three months ended March 31, 2020.

Interest is calculated on the outstanding principal and is payable monthly.

As of September 30, 2020, and December 31, 2019, we had $20.0 million, and $18.5 million outstanding under the Revolving Line, respectively.

As of December 31, 2020, we had no balance outstanding under terms of this agreement and no further borrowings are allowed under this agreement.

Borrowings from the 2018 Term Loan mature 36 months after each draw.

The 2018 Term Loan bore interest at a rate equal to the prime rate plus 0.25% and, the weighted-average effective interest rate w as 4.3%, and 5.8% for the nine months ended September 30, 2020 and 2019, respectively.

The 2018 Term Loan bore interest at a rate equal to the prime rate plus 0.25% and, the weighted-average effective interest rate w as 5.3% for the three months ended March 31, 2020.

Interest is calculated on the outstanding principal and is payable monthly.

1 unchanged sentence

The principal amortizes equally from the time of the draw to the maturity date.

As of September 30, 2020, and December 31, 2019, we had $1.9 million, and $3.3 million outstanding under the 2018 Term Loan, respectively.

Debt (continued)

In conjunction with our entry into the A&R Credit Facility, our financial covenants were amended.

We are required to maintain a revenue growth rate of 118% each quarter compared to the same quarter in the prior year.

The other covenant requires us to maintain a minimum liquidity ratio of 1.5:1.

The liquidity ratio is calculated as unrestricted and unencumbered cash plus sixty percent of net accounts receivable to balance outstanding under the Revolving Line.

We were in compliance with all covenants as of September 30, 2020.

Effective as of December 29, 2020, we fully repaid all outstanding borrowings under the A&R Credit Facility dated as of February 28, 2020 with Silicon Valley Bank and terminated the A&R Credit Facility.

As of March 31 2021, we had no balance outstanding under terms of this agreement and no further borrowings are allowed.

Mezzanine Facility Loan

6 unchanged sentences

Interest is calculated on the outstanding principal on a 360-day year basis, payable monthly.

As of September 30, 2020, we had no balance outstanding under this agreement and our ability to draw under the Mezzanine Facility terminated.

As of March 31, 2020, we had no balance outstanding under this agreement.

We formally terminated the Mezzanine Facility effective as of November 6, 2020.

6 unchanged sentences

Lender fees that were paid upfront to the lenders and debt issuance fees paid to third parties are recorded as a discount from the debt carrying amount and are being amortized to interest expense over the life of the debt.

Interest expense related to debt discount amortization was not material for any of the periods presented.

Net unamortized fees were not material as of September 30, 2020.

Net unamortized fees as of December 31, 2019 amounted to $0.9 million.

Interest expense related to debt discount amortization was not material for the three months ended March 31, 2020.

Net unamortized fees were $0.9 million as of March 31, 2020.

Stockholders’ equity (deficit)

Equity Incentive Plans – Stock Options

During the nine months ended September 30, 2020, the Company granted an aggregate of 1,352,000 shares of stock options, with a weighted average exercise price of $14.44 per share.

During the three months ended March 31, 2021, the Company granted an aggregate of 225,346 shares of stock options, with a weighted average exercise price of $59.56 per share.

The fair value of options granted was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions (i) expected term of 6.0 years, (ii) expected volatility of 56.2%, (iii) risk-free interest rate 1.09% and (iv) expected dividend yield of 0%.

As of September 30, 2020, there was $10.9 million of unamortized stock-based compensation cost related to unvested stock options, which the Company expects to recognize over a weighted-average period of 2.8 years.

Restricted Stock Units

In May 2020, our board of directors granted an aggregate of 1,216,000 RSUs to officers and employees pursuant to the 2013 Plan with a per share fair value of $15.51.

The RSUs vest and settle upon the satisfaction of both a service condition and a liquidity event condition.

The service condition for the awards is satisfied over four years.

The liquidity event condition is satisfied upon the occurrence of a qualifying event, defined as the effectiveness of an initial public offering or the consummation of a change of control transaction.

The qualifying event occurred on August 5, 2020 with the completion of our IPO and the RSU’s vest over the remaining service period of 4 years from the date of grant, subject to the continued employment of the employees.

Stockholders’ equity (deficit) (continued)

In September 2020, we began issuing RSU’s to certain employees pursuant to the BigCommerce Holdings, Inc.

2020 Equity Incentive Plan (“2020 Plan”).

During the nine months ended September 30, 2020, we granted an aggregate of 147,000 RSUs with a weighted grant-date fair value of $87.79.

During the three months ended March 31, 2021, we granted an aggregate of 460,510 RSUs with a weighted grant-date fair value of $59.56.

The RSUs vest over the requisite service period of 4 years from the date of grant, subject to the continued employment of the employees.

As of September 30, 2020, there was $13.6 million of unamortized stock-based compensation costs related to unvested RSUs, which the Company expects to recognize over a weighted-average period of 3.7 years.

Stock-based compensation expense was included in the following line items in the accompanying condensed consolidated statements of operations during the periods presented (in thousands):

Three months ended

September 30,

Nine months ended

September 30,

(in thousands)

4 unchanged sentences

Total stock-based compensation expense

Preferred stock

As of December 31, 2019, we had six outstanding series of redeemable convertible preferred stock.

These preferred shares were classified as temporary equity within the Company’s consolidated balance sheet as of December 31, 2019.

Immediately upon closing of our IPO, the outstanding preferred stock was automatically converted into an aggregate of 29,390,733 shares of Series 1 common stock and 5,050,555 shares of Series 2 common stock.

Under the terms of Series F preferred stock, dividends were required to be paid at 10 percent, which could be adjusted for the holder’s actual rate of return upon redemption.

Upon completion of our IPO with an offering price of $24 per share, we met the threshold for a reduction of dividends and reduced the required dividend rate to 8 percent.

Due to this reduction in rate, we recorded a dividend benefit for the three-month period ended September 30, 2020.

We utilized a portion of the proceeds from the IPO to pay the cumulative dividends of $12.8 million to the holders of our Series F preferred stock.

As of September 30, 2020, there was no preferred stock issued or outstanding.

Our provision for income taxes is based on estimated effective tax rates derived from an estimate of annual consolidated earnings before taxes, adjusted for nondeductible expenses, other permanent items, and any applicable income tax credits.

The difference in the 21% U.S.

statutory tax rate and the annual forecasted effective tax rate is primarily a result of the jurisdictional mix of earnings and losses as well as valuation allowances offsetting the benefit of forecasted losses in the U.S., Australia, and the United Kingdom.

statutory tax rate and the annual forecasted effective tax rate ((.03%) as of Q1 2021) is primarily a result of the jurisdictional mix of earnings and losses as well as valuation allowances offsetting the benefit of forecasted losses in the U.S., Australia, and the United Kingdom.

Forecasted tax expense is related to non-U.S.

jurisdictions where we are profitable along with state income taxes.

The effective tax rates for the three months ended September 30, 2020 and 2019 were 0.13 % and (0.07) % respectively.

The effective tax rates for the nine months ended September 30, 2020 and 2019 were (0.03) % and (0.07) % respectively.

The effective tax rates for the three months ended March 31, 2021 and 2020 were 0.00 % and (0.42) % respectively.

We file tax returns in the U.S., including various state and local returns, and in other foreign jurisdictions including the Australia and the United Kingdom.

3 unchanged sentences

Carry forward attributes that were generated in tax years prior to fiscal year 2016 remain open to adjustment until the statute of limitations closes for the tax year in which the attributes are utilized.

N et loss per share

Net loss per share

Basic and diluted net loss per common share is presented in conformity with the two-class method required for participating securities.

5 unchanged sentences

Net loss attributable to common stockholders is calculated as net loss less current period preferred stock dividends.

Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period.

Because we have reported a net loss for both the three and nine-months ended September 30, 2020, and 2019, the number of shares used to calculate diluted net loss per share of common stock attributable to common stockholders is the same as the number of shares used to calculate basic net loss per share of common stock attributable to common stockholders for the period presented because the potentially dilutive shares would have been antidilutive if included in the calculation.

There was no preferred stock outstanding during the three-month period ending March 31, 2021 .

Net loss per share (continued)

Because we have reported a net loss for the three months ended March 31, 2021, and 2020, the number of shares used to calculate diluted net loss per share of common stock attributable to common stockholders is the same as the number of shares used to calculate basic net loss per share of common stock attributable to common stockholders for the period presented because the potentially dilutive shares would have been antidilutive if included in the calculation.

Series 1 and Series 2 have the same rights and privileges except Series 2 are not entitled to vote on any matter except as required by law.

A pre-IPO preferred shareholder received Series 2 upon the conversion of their preferred shares at the time of our initial public offering.

These Series 2 automatically convert to Series 1 upon a qualifying disposition of the shares by the shareholder.

3.9 million shares converted from Series 2 to Series 1 during the three-month period ended March 31, 2021.

The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported:

Three months ended

September 30,

Nine months ended

September 30,

(Unaudited, in thousands)

(In thousands)

Preferred stock as-converted

4 unchanged sentences

Total potentially dilutive securities

Subsequent events

On November 3, 2020, the Company terminated the Mezzanine Facility effective as of November 6, 2020.

The Mezzanine Facility remained undrawn as of September 30, 2020 at the expiration of the draw period and was terminated as a result of such expiration.

Special Note Regarding Forward-Looking Statements

4 unchanged sentences

the impact of the COVID-19 pandemic and the associated economic uncertainty on us, our customers, and our partners, and our response thereto;

our expectations regarding the prevalence of ecommerce and consumer behavior for periods following the end of the COVID-19 pandemic;

our expectations regarding our revenue, expenses, sales, and operations;

anticipated trends and challenges in our business and the markets in which we operate;

our anticipated areas of investments and expectations relating to such investments;

our ability to compete in our industry and innovation by our competitors;

4 unchanged sentences

our ability to hire and retain key personnel;

our expectations regarding the use of proceeds from our initial public offering;

our ability to successfully identify, manage, and integrate any existing and potential acquisitions;

1 unchanged sentence

our anticipated cash needs and our estimates regarding our capital requirements and our need for additional financing;

the anticipated effect on our business of litigation to which we are or may become a party;

other statements described in this Quarterly Report on Form 10-Q under “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements