What changed in this filing

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Item 1. Financial Statements

2021-08-06 compared with 2021-05-12 · 114 added, 126 removed, 484 unchanged (33% of the section changed)

6 unchanged sentences

Condensed Consolidated Statements of Comprehensive Loss

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity

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

Condensed Consolidated Statements of Cash Flows

30 unchanged sentences

10,000 shares authorized

at March 31, 2021 and December 31, 2020;

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

at June 30, 2021 and December 31, 2020;

issued and outstanding, at June 30, 2021 and December 31, 2020

Stockholders’ equity

1 unchanged sentence

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

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

authorized at June 30, 2021 and December 31, 2020;

71,110 , and 64,461 shares Series 1

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

issued and outstanding at June 30, 2021 and December 31, 2020, respectively,

and 0 and 5,051 shares Series 2 issued and, outstanding at

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

June 30, 2021, and December 31, 2020, respectively

Additional paid-in capital

1 unchanged sentence

Total stockholders’ equity

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

Total liabilities, convertible preferred stock, and stockholders’

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

2 unchanged sentences

(in thousands, except per share amounts)

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

Cost of revenue

3 unchanged sentences

General and administrative

Acquisition related expenses

Total operating expenses

3 unchanged sentences

Change in fair value of financial instruments

Other expense

Other income (expense)

Loss before provision for income taxes

10 unchanged sentences

(in thousands)

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

Other comprehensive income (loss):

Net unrealized gain (loss) on marketable debt securities

Net unrealized gain (loss)

Total comprehensive loss

9 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

Release of restricted stock units

Stock-based compensation

Balance at June 30, 2021

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, 2020

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

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

2 unchanged sentences

(in thousands)

Three months ended March 31,

Six months ended June 30,

Cash flows from operating activities

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net cash used in operating

Depreciation and amortization

8 unchanged sentences

Accounts payable

Accrued and other current liabilities

Accrued and other liabilities

Deferred revenue

16 unchanged sentences

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:

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

Cash and cash equivalents

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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.

The results of operations for the six months ended June 30, 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;

Summary of significant accounting policies (continued)

allowance for credit losses;

the 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.

Because of the use of estimates inherent in the financial reporting process and given the additional or unforeseen effects from the COVID-19 pandemic, actual results could differ from those estimates, and such differences could be material to our consolidated financial statements.

Because of the use of estimates inherent in the financial reporting

Summary of significant accounting policies (continued)

process and given the additional or unforeseen effects from the COVID-19 pandemic, actual results could differ from those estimates, and such differences could be material to our consolidated financial statements.

COVID-19, declared a global pandemic by the World Health Organization on March 11, 2020, has caused disruption to the economies and communities of the United States and our target international markets.

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Revenue by geographic region was as follows:

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(in thousands)

6 unchanged sentences

Americas – U.S.

Americas – other

Total long-lived assets

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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

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

Summary of significant accounting policies (continued)

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.

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Payment terms range from due immediately to due within 90 days .

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

The accounts receivable balance at June 30, 2021 and December 31, 2020 included unbilled receivables of $ 8.4 million, $ 7.5 million, respectively.

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

10 unchanged sentences

Balance at March 31, 2021

Provision for expected credit losses

Accounts written off

Balance at June 30, 2021

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:

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Maintenance and repairs that do not enhance or extend the asset’s useful life are charged to operating expenses as incurred.

Summary of significant accounting policies (continued)

The carrying values of property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable.

18 unchanged sentences

We also lease office space under short-term arrangements and have elected not to include these arrangements in the ROU asset or lease liabilities.

Acquisition related expenses

Acquisition related expenses consist primarily of cash payments for third-party acquisition costs, other acquisition related expenses, including contingent compensation arrangements entered into in connection with acquisitions.

We recognized $ 1.1 million in third-party acquisition costs during the six months ended June 30, 2021.

We account for income taxes under the asset and liability method.

6 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

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.

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.

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

Summary of significant accounting policies (continued)

Stock-based compensation

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The following table disaggregates our revenue by major source:

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(in thousands)

12 unchanged sentences

Professional services, which primarily consist of education packages, launch services, solutions architecting, implementation consulting, and catalog transfer services, are generally billed and recognized as revenue when delivered.

Revenue recognition and deferred costs (continued)

Contracts with our retail customers are generally month-to-month, while contracts with our enterprise customers generally range from one to three years .

1 unchanged sentence

Revenue is presented net of sales tax and other taxes we collect on behalf of governmental authorities.

Revenue recognition and deferred costs (continued)

Partner and services

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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 three months ended March 31, 2021 is primarily due to increases in professional services along with a general increase in SaaS related subscriptions.

We recognized $ 8.0 million of previously deferred revenue during the six months ended June 30, 2021.

The net increase in the deferred revenue balance for the six months ended June 30, 2021 is primarily due to increases in SaaS related subscriptions.

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

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.

Revenue recognition and deferred costs (continued)

As of June 30, 2021, we had $ 107.0 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.

We expect to recognize approximately 52 % 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 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.

We did no t recognize an impairment of deferred commissions during the six months ended June 30, 2021 and the year ended December 31, 2020.

Sales commissions of $ 1.41 million and $ 1.76 million were deferred for the six months ended June 30, 2021 and 2020, respectively;

and deferred commission amortization expense was $ 0.79 million and $ 0.97 million for the six months ended June 30, 2021 and 2020, respectively.

Fair value measurements, cash equivalents and marketable securities

11 unchanged sentences

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

As of March 31, 2021

As of June 30, 2021

(in thousands)

3 unchanged sentences

Total financial assets

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

As of December 31, 2020

2 unchanged sentences

Money market funds

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

As of March 31, 2021

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

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

As of June 30, 2021

(in thousands)

7 unchanged sentences

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 March 31,

As of December 31,

(in thousands)

Computer software

Computer equipment

Furniture and fixtures

Leasehold improvements

accumulated depreciation and amortization

Property and equipment, net

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 March 31, 2021 or December 31, 2020.

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 $0.8 million for each of the three-month periods ended March 31, 2021 and 2020, respectively.

Operating and short- term rent expenses was $ 0.9 million for each of the three-month periods ended June 30, 2021 and 2020, and $ 1.8 million for the six-month periods ended June 30, 2021 and 2020.

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

Commitments, contingencies, and leases (continued)

Supplemental lease information

Cash flow information (in thousands)

Three months ended March 31,

Six months ended June 30,

Cash paid for operating lease liabilities

1 unchanged sentence

Operating lease information

Three months ended March 31,

Six months ended June 30,

Weighted-average remaining lease-term

Weighted-average discount rate

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

The future maturities of operating lease liabilities are as follows:

(in thousands)

March 31, 2021

2021 (April 1st through December 31st)

June 30, 2021

2021 (July 1st through December 31st)

Total minimum lease payments

3 unchanged sentences

The following table summarizes the components of other current liabilities:

As of March 31,

As of June 30,

As of December 31,

(in thousands)

3 unchanged sentences

Convertible Term Loans

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.

Prior to our IPO, we entered into two contingent convertible debt agreements (the “Convertible Term Loans”) with Silicon Valley Bank (“SVB) providing for two term loans with a combined borrowing of $ 55.0 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.

No further borrowings are allowed under this convertible debt agreement.

Interest was calculated on the outstanding principal, with interest payable monthly.

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 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.

On February 28, 2020 we entered into a contingent convertible term loan (the “2020 Convertible Loan”) with SVB, providing for a convertible term loan in an amount of $35.0 million.

In conjunction with our IPO on August 5, 2020, the outstanding principal balance of $35 million was converted into 3,070,174 shares of Series 1 common stock.

No further borrowings are allowed under this convertible debt agreement.

Interest was calculated on the outstanding principal, with interest payable monthly.

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.

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.

This balance, combined with the unpaid principal of $ 53.9 million was converted into 5,249,534 shares of Series 1 common stock.

No further borrowings are allowed under these convertible debt agreements.

The weighted -average interest rate was 5.6 % during the six-month period ended June 30, 2020.

Debt (continued)

In addition to the conversion shares on the outstanding principal, one of the convertible debt agreements, in the amount of $ 35.0 million, required a deficiency payment if the value of the conversion shares did not meet an applicable required minimum return.

The deficiency payment, at the election of the holder, would be settled either (i) by issuance of additional shares of common stock equal to the difference between the minimum return and the conversion value or (ii) in cash in a single installment in the amount of such difference.

3 unchanged sentences

The put option, with an initial fair value of approximately $ 4.4 million, was recorded as a derivative liability on the accompanying balance sheet and a corresponding discount to the Convertible Term Loan.

The discount was accreted to interest expense on the consolidated statement of operations over the term of the 2020 Convertible Term Loan using the effective interest method.

The discount was accreted to interest expense in the consolidated statements of operations over the term of the Convertible Term Loan using the effective interest method.

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 during the three-month period ended March 31, 2020, respectively.

We recorded interest expense related to this instrument of $ 0.3 million during the six-month period ended June 30, 2020.

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.

1 unchanged sentence

At March 31, 2020, we determined the put option had no fair value due to an increase in market conditions that would make any amounts due under the redemption feature remote.

As a result, we recorded a gain in the amount of $4.4 million in the three-month period ending March 31, 2020, which was recorded in the accompanying consolidated statements of operations.

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

Debt (continued)

As a result, we recorded a gain in the amount of $ 4.4 million, which was recorded in the accompanying consolidated statements of operations.

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

Credit Facility

On October 27, 2017, we amended and restated our loan and security agreement (as amended, the “Credit Facility”) with SVB.

The Credit Facility provided a $20.0 million revolving line of credit (the “Revolving Line”) and a $5.0 million term loan (the “2018 Term Loan”).

On June 4, 2019, we amended the Credit Facility to increase the Revolving Line by $5.0 million to $25.0 million.

On February 28, 2020, we amended and restated our loan and security agreement (the “A&R Credit Facility”) with SVB.

The A&R Credit Facility reduces the amount available under the Revolving Line by $5.0 million to $20.0 million with a further reduction in availability to $10.0 million scheduled for September 30, 2020.

On Septem ber 29, 2020, we entered into an agreement with SVB to defer the reduction in amounts available under the Revolving Line from $20.0 million to $10.0 million from September 30, 2020 to December 31, 2020.

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 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 4.8% for the three months ended March 31, 2020.

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

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 5.3% for the three months ended March 31, 2020.

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

Monthly principal payments commenced on October 1, 2018 with a maturity date of October 1, 2021.

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

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.

In 2020, we had an available credit facility with SVB that provided for a $ 20.0 million line of credit and a $ 5.0 million term loan.

The outstanding balance under this credit facility was repaid in 2020.

We had no outstanding balances as of December 31, 2020 and no further borrowings are allowed under the credit facility.

The weighted average interest rate for these borrowings was 3.6 percent for the six-month period ended June 30, 2020.

Mezzanine Facility Loan

1 unchanged sentence

(“WestRiver”) providing for a term loan of $ 10.0 million.

The Mezzanine Facility maturity date is March 1, 2023.

Our obligations under the Mezzanine Facility are secured by substantially all of our assets.

The Mezzanine Facility contains restrictive covenants, including limits on additional indebtedness, liens, asset dispositions, dividends, investments, and distributions.

Borrowings under the Mezzanine Facility bear interest at the greater of (i) 10.0% or (ii) the prime rate then in effect plus 5.25%.

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

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.

We did not draw upon the funds available under this facility and formally terminated this facility on November 6, 2020 .

In connection with the Mezzanine Facility, we issued warrants to purchase up to 99,000 shares of common stock with an exercise price of $ 9.21 per share with the warrants expiring on March 1, 2023 .

The warrant was exercisable for half of the shares.

The warrant did not become exercisable for the remaining half of the shares because we did not draw down under the Mezzanine Facility and our ability to draw down under the Mezzanine Facility terminated.

The portion of the warrant that was exercisable was exercised in August 2020 and the portion that did not become exercisable terminated upon the termination of the Mezzanine Facility.

Upon issuance of the warrants, we recorded the fair value of the first tranche of warrants at $0.3 million.

The value of the warrants issued was recorded as a discount on the carrying value of the debt instruments, which was amortized to interest expense over the life of the debt instruments as an adjustment to (increase in) the effective interest rate.

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 the three months ended March 31, 2020.

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

The warrant did not become exercisable for the remaining half of the shares because we did not draw upon the Mezzanine Facility and our ability to draw upon under the Mezzanine Facility terminated.

Warrants to purchase 49,500 shares of common stock that were exercisable, were exercised in August 2020 and the remaining portion that did not become exercisable terminated upon the termination of the Mezzanine Facility.

We recorded the fair value of the warrants issued in connection with the Mezzanine Facility as a discount on the carrying value of the debt instruments.

This discount of $ 0.3 million was amortized to interest expense over the life of the debt instruments as an adjustment to the effective interest rate.

Lender fees that were paid upfront to the lenders and debt issuance fees paid to third parties are recorded as a discount to the carrying amount of debt 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 debt issuance fees as of June 30, 2020 amounted to $ 0.8 million.

Stockholders’ equity (deficit)

Equity Incentive Plans – Stock Options

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.

During the six months ended June 30, 2021, the Company granted an aggregate of 251,000 shares of stock options, with a weighted average exercise price of $ 58.01 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 60 %, (iii) risk-free interest rate 1.1 % and (iv) expected dividend yield of 0 %.

Restricted Stock Units

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.

During the six months ended June 30, 2021, we granted an aggregate of 571,639 RSUs with a weighted grant-date fair value of $ 56.65 .

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

1 unchanged sentence

Three months ended

Six months ended

(in thousands)

6 unchanged sentences

The difference in the 21 % U.S.

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.

statutory tax rate and the annual forecasted effective tax rate ((.02%) as of Q2 2021) is primarily a result of valuation allowances offsetting the benefit of forecasted losses in the U.S., Australia, and the United Kingdom.

Forecasted income 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 March 31, 2021 and 2020 were 0.00 % and (0.42) % respectively.

The effective tax rates for the three months ended June 30, 2021 and 2020 were ( 0.05 ) % and ( 0.04 ) % respectively.

The effective tax rates for the six months ended June 30, 2021 and 2020 were ( 0.03 ) % and ( 0.16 ) % 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.

2 unchanged sentences

Fiscal years 2017 through 2019 remain open to examination by the major taxing jurisdictions to which we are subject;

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.

although, carry forward attributes that were generated in tax years prior to fiscal year 2017 may be adjusted upon examination by the tax authorities up to the close of the statute of limitations on the year in which the attributes are utilized.

Net loss per share

7 unchanged sentences

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

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

Net loss per share (continued)

There was no preferred stock outstanding during the six-month period ending June 30, 2021 .

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, which includes both Series 1 and Series 2 outstanding shares.

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.

Because we have reported a net loss for the six months ended June 30, 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.

1 unchanged sentence

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.

5.1 million shares converted from Series 2 to Series 1 during the six-month period ended June 30, 2021.

There are no Series 2 shares outstanding as of June 30, 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

Six months ended

(in thousands)

5 unchanged sentences

Total potentially dilutive securities

Subsequent events

On July 23, 2021, we entered into an asset purchase agreement to acquire substantially all the assets and liabilities of Feedonomics LLC.

Purchase consideration consisted of approximately $ 145.0 million with $ 80.0 million paid upon closing and up to $ 65.0 million in two annual installments of up to $ 32.5 million each, to be paid upon each of the first and second anniversaries of closing or upon the earlier achievement of certain milestones.

The anniversary payments may be paid in shares of our Series 1 common stock or cash based on our discretion.

Special Note Regarding Forward-Looking Statements

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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