What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-05-04 compared with 2021-11-12 · 151 added, 242 removed, 559 unchanged (41% 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 Statement of Stockholders’ Equity (Deficit)

Condensed Consolidated Statements of Cash Flows

2 unchanged sentences

Condensed Consolidated Balance Sheets

(in thousands, except per share amounts)

September 30,

(in thousands)

Current assets

20 unchanged sentences

Deferred revenue, net of current portion

Long-term debt, net of current portion

Other long-term liabilities

Long-term debt

Operating lease liabilities, net of current portion

Other long-term liabilities, net of current portion

Total liabilities

3 unchanged sentences

10,000 shares authorized

at September 30, 2021 and December 31, 2020;

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

at March 31, 2022 and December 31, 2021;

issued and outstanding, at March 31, 2022 and December 31, 2021

Common stock, $ 0.0001 par value;

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

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

authorized at March 31, 2022 and December 31, 2021;

72,673 , and 72,311 shares Series 1

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

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

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

issued and outstanding at March 31, 2022 and December 31, 2021, respectively,

and 0 shares Series 2 issued and, outstanding at

March 31, 2022, and December 31, 2021, respectively

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated deficit

5 unchanged sentences

(in thousands, except per share amounts)

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

Cost of revenue

9 unchanged sentences

Interest expense

Change in fair value of financial instruments

Other income (expense)

Other expense

Loss before provision for income taxes

Provision for income taxes

Dividends and accretion of issuance costs on Series F

preferred stock

Net loss attributable to common stockholders

Basic and diluted net loss per share attributable to common

5 unchanged sentences

(in thousands)

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

Other comprehensive income (loss):

Net unrealized gain (loss)

Net unrealized gain (loss) on marketable debt securities

Total comprehensive loss

1 unchanged sentence

BigCommerce Holdings, Inc.

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

Condensed Consolidated Statement of Stockholders’ Equity (Deficit)

(in thousands)

6 unchanged sentences

Balance at March 31, 2021

Exercise of stock options

Release of restricted stock units

Stock-based compensation

Balance at June 30, 2021

Exercise of stock options

Release of restricted stock units

Stock-based compensation

Purchase of capped call

Balance at September 30, 2021

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

BigCommerce Holdings, Inc.

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

(in thousands)

Convertible Preferred

3 unchanged sentences

Exercise of stock options

Release of restricted stock units

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

Total other comprehensive loss

Balance at March 31, 2022

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.

2 unchanged sentences

(in thousands)

Nine months ended September 30,

Three months ended March 31,

Cash flows from operating activities

4 unchanged sentences

Allowance for credit losses

Change in fair value of financial instrument

Changes in operating assets and liabilities:

7 unchanged sentences

Cash flows from investing activities:

Cash paid for acquisition

Purchase of property and equipment

Purchase of marketable securities

Purchase of property and equipment

Maturity of marketable securities

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from issuance of convertible senior notes

Payment of debt issuance costs

Purchase of capped calls

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

Repayment of debt

Net cash provided by financing activities

4 unchanged sentences

Cash paid for interest

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

Cash paid for taxes

Non-cash investing and financing activities:

Changes in capital additions, accrued but not paid

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:

8 unchanged sentences

We power both our customers’ branded ecommerce stores and their cross-channel connections to popular online marketplaces, social networks, and offline point-of-sale systems.

BigCommerce empowers businesses to turn digital transformation into a competitive advantage.

We allow merchants to build their ecommerce solution their way with the flexibility to fit their unique business and product offerings.

We provide a comprehensive platform for launching and scaling an ecommerce operation, including store design, catalog management, hosting, checkout, order management, reporting, and pre-integration into third-party services like payments, shipping, and accounting.

12 unchanged sentences

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 our Annual Report on Form 10-K, filed with the SEC on February 26, 2021.

The results of operations for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other period.

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, 2021, which are included in our Annual Report on Form 10-K, filed with the SEC on March 1, 2022.

The results of operations for the three months ended March 31, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any other period.

Basis of consolidation

8 unchanged sentences

the amortization period for deferred commissions;

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

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.

The COVID-19 pandemic has continued to cause economic disruption in the United States and our target international markets.

As a result, we have experienced a significant shift in shopping behavior from offline to online over the last 18 months.

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.

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.

In the interest of public health, many governments closed physical stores and places of business deemed non-essential.

This precipitated a significant shift in shopping behavior from offline to online.

Our business has benefited from this shift, both in accelerated sales growth for our existing customers’ stores, and in our sales of new store subscriptions to customers.

Nevertheless, we do not have certainty that those trends will continue;

the COVID-19 pandemic and the uncertainty it has created in the global economy could materially adversely affect our business, financial condition, and results of operations.

Segment and geographic information

3 unchanged sentences

Revenue by geographic region was as follows:

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

(in thousands)

2 unchanged sentences

Total revenue

Long-lived assets by geographic region was as follows:

September 30,

Long-lived assets by geographic region, net, was as follows:

(in thousands)

1 unchanged sentence

Americas – U.S.

Americas - others

Total long-lived assets

5 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

5 unchanged sentences

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, our

Summary of significant accounting policies (continued)

management evaluates whether the decline in fair value has resulted from credit losses or other factors.

For available-for-sale debt securities that do not meet the aforementioned criteria, our management 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.

9 unchanged sentences

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

The accounts receivable balance at September 30, 2021 and December 31, 2020 included unbilled receivables of $ 9.6 million, $ 7.5 million, respectively.

The accounts receivable balance at March 31, 2022 and December 31, 2021 included unbilled receivables of $ 14.0 million, $ 13.1 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 uncollectible.

10 unchanged sentences

Balance at March 31, 2022

Provision for expected credit losses

Accounts written off

Balance at June 30, 2021

Provision for expected credit losses

Accounts written off

Balance at September 30, 2021

Property and equipment

36 unchanged sentences

Acquisition related expenses

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

In connection with our acquisition of Feedonomics LLC (“Feedonomics”) on July 23, 2021, as further discussed in Note 5 “Business Combination”, we entered into a contingent compensation arrangement with certain employees of the acquiree, in which payment will be made to those individuals within ten business days after the first and second anniversaries of the closing or upon the earlier achievement of certain product and financial milestones.

The compensation arrangement is contingent upon continued post-acquisition employment with us.

Acquisition related expenses consist primarily of cash payments for third-party acquisition costs and other acquisition related expenses.

We recognized $ 12.7 million and $ 0.0 million in acquisition related expenses during the three months ended March 31, 2022, and 2021, respectively.

For the three months ended March 31, 2022, $ 0.3 million was recognized on acquisition related spend and $ 12.4 million was recognized in connection with contingent compensation arrangements, as further discussed in Note 5 “Business Combination.” We entered into contingent compensation arrangements, in which payments will be made after the first and second anniversaries of the closing or upon the earlier achievement of certain product and financial milestones.

The compensation arrangements are contingent upon continued post-acquisition employment with us.

We account for the cost related to the first and second contingent compensation arrangement payments over the service periods of 12 and 24 months, respectively, beginning on the acquisition date, assuming earlier achievement of product and financial milestones is unlikely to be met.

We recognized $ 9.8 million and $ 10.9 million in acquisition related expenses during the three and nine months ended September 30, 2021, respectively.

Summary of significant accounting policies (continued)

9 unchanged sentences

If we revise the estimated useful life assumption for any assets, the remaining unamortized balance is amortized over the revised estimated useful life on a prospective basis.

I ncome taxes

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

5 unchanged sentences

We will continue to monitor the positive and negative evidence, and we will adjust the valuation allowance as sufficient objective positive evidence becomes available.

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.

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

We recognize the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely upon its technical merits at the reporting date.

The unrecognized tax benefit is the difference between the tax benefit recognized and the tax benefit claimed on our income tax return.

All of our gross unrecognized tax benefits, if recognized, would not affect its effective tax rate, but would be recorded as an adjustment to equity before consideration of valuation allowances.

We do not expect unrecognized tax benefits to decrease within the next twelve months.

We recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense.

As of March 31, 2022, we have not accrued any interest or penalties related to unrecognized tax benefits.

We believe that all material tax positions in the current and prior years have been analyzed and properly accounted for and that the risk of additional material uncertain tax positions that have not been identified is remote

Stock-based compensation

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

We issue stock options, restricted stock units (“RSUs”) and performance based restricted stock units (“PSUs”) to our employees and other eligible service providers.

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, net of estimated 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 estimated forfeitures, over the remaining service period.

Accounting pronouncements

In August 2020, the FASB issued ASU No.

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.

As further discussed in Note 7 “Debt”, we issued certain convertible senior notes and entered into certain contracts in the Company’s own equity during the quarter ended September 30, 2021.

The accounting for these instruments was based on the guidance in ASU 2020-06.

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

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

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

A ccounting pronouncements

In October 2021, the FASB issued ASU No.

2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” which requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606.

We early adopted this standard on January 1, 2022 , using the prospective method.

Foreign currency

Our functional and reporting currency and the functional and reporting currency of our subsidiaries is the U.S.

Monetary assets and liabilities denominated in foreign currencies are re-measured to U.S.

dollars using the exchange rates at the balance sheet dates.

Non-monetary assets and liabilities denominated in foreign currencies are measured in U.S.

dollars using historical exchange rates.

Revenue and expenses are measured using the actual exchange rates prevailing on the dates of the transactions.

Gains and losses resulting from re-measurement are recorded within Other expense in our consolidated statements of operations and were not material for all periods presented.

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,

Three months ended March 31,

(in thousands)

17 unchanged sentences

Feedonomics provides a technology platform and related services that enables online retailers and other sellers to automate online listings of the sellers’ information across multiple third-party marketplaces and advertisers (such as Amazon, Google, Facebook, etc.).

We provides these services under service contracts which are generally one year or less, and in many cases month-to-month.

We provide these services under service contracts which are generally one year or less, and in many cases month-to-month.

These service types may be sold stand-alone or as part of a multi-service bundle (e.g.

18 unchanged sentences

For contracts with multiple performance obligations where the contracted price differs from the standalone selling price (“SSP”) for any distinct good or service, we may be required to allocate the contract’s transaction price to each performance obligation using our best estimate of SSP.

Feedonomics’ subscription contracts can include multiple performance obligations but due to the nature of the service, they are performed over the same period.

Contracts with our technology solution partners often include multiple performance obligations.

Contracts with our technology solution partners often include multiple performance obligations, which can include integrations and marketing activities.

In determining whether integration services are distinct from hosting services we consider various factors.

These considerations included the level of integration, interdependency, and interrelation between the implementation and hosting service, as well as any promises in the contract.

These considerations included the level of integration, interdependency, and interrelation between the implementation and hosting service.

We have concluded that the integration services included in contracts with hosting obligations are not distinct.

As a result, we defer any arrangement fees for integration services and recognize such amounts over the life of the hosting obligation.

To determine if marketing activities are distinct, we consider the nature of the promise in the contract, the timing of payment, and the partner expectations.

Additional consideration for some partner contracts varies based on the level of customer activity on the platform.

We have determined we meet the variable consideration allocation exception and therefore recognize these variable fees in the period they are earned.

Judgment is required to determine the SSP for each distinct performance obligation.

For most of our contracts, we have determined that we meet the variable consideration allocation exception and therefore recognize these variable fees in the period they are earned.

Judgment is required to determine which performance obligations are distinct and the allocation of consideration to each distinct performance obligation.

A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

For certain arrangements, we may be required to allocate the contract’s transaction price to multiple performance obligations based on SSP.

The primary method used to estimate SSP is the expected cost-plus margin approach, which considers margins achieved on standalone sales of similar products, market data related to historical margins within an industry, industry sales price averages, market conditions, and profit objectives.

9 unchanged sentences

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

We recognized $ 9.5 million of previously deferred revenue during the nine months ended September 30, 2021.

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

We recognized $ 7.2 million of previously deferred revenue during the three months ended March 31, 2022.

The net increase in the deferred revenue balance for the three months ended March 31, 2022, 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 September 30, 2021, we had $ 129.4 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, 2022, we had $ 153.5 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 50 % of the remaining performance obligations as revenue in the following 12 -month period, and the remaining balance in the periods thereafter.

3 unchanged sentences

Sales commissions are not paid on subscription renewals.

We amortize deferred sales commissions ratably over the estimated period of our relationship with customers of approximately four years .

We amortize deferred sales commissions ratably over the estimated period of our relationship with customers of approximately three years .

Based on historical experience, we determine the average life of our customer relationship by taking into consideration our customer contracts and the estimated technological life of our platform and related significant features.

1 unchanged sentence

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 no t recognize an impairment of deferred commissions during the nine months ended September 30, 2021 and the year ended December 31, 2020.

Sales commissions of $ 4.5 million and $ 2.9 million were deferred for the nine months ended September 30, 2021 and 2020, respectively;

and deferred commission amortization expense was $ 2.4 million and $ 1.5 million for the nine months ended September 30, 2021 and 2020, respectively.

We did no t recognize an impairment of deferred commissions during the three months ended March 31, 2022, and the year ended December 31, 2021.

Sales commissions of $ 1.6 million and $ 1.5 million were deferred for the three months ended March 31, 2022, and 2021, respectively;

and deferred commission amortization expense was $ 1.1 million and $ 0.7 million for the three months ended March 31, 2022, and 2021, 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.

The carrying amount of accounts receivable approximates fair value due to their relatively short maturities.

The carrying amount of accounts receivable, accounts payable, and accrued liabilities approximates fair value due to their relatively short maturities.

For assets and liabilities measured at fair value, fair value is the price to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date.

8 unchanged sentences

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

As of September 30, 2021

As of March 31, 2022

(in thousands)

8 unchanged sentences

Money market funds

U.S treasury securities

Corporate securities

Total financial assets

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 September 30, 2021

As of March 31, 2022

(in thousands)

8 unchanged sentences

Money market funds

Marketable securities:

U.S treasury securities

Corporate securities

In September 2021, we issued $ 345.0 million aggregate principal amount of 0.25 % convertible senior notes due 2026 (the “Notes”).

The estimated fair value of the notes was approximately $ 347.8 million as of September 30, 2021.

The estimated fair value of the notes was approximately $ 262.1 million as of March 31, 2022.

The Notes were categorized as Level 2 instruments as the estimated fair value was determined based on estimated or actual bids and offers of the Notes in an inactive market on the last business day of the period.

Business combinations

July 2021 Acquisition of Feedonomics, LLC

On July 23, 2021 , we acquired 100 % of Feedonomics, a SaaS company offering online product feed management platform used by merchants to optimize product data and syndicate and list products into multiple sales channels, including advertising, marketplace, affiliate and social channels, for a total purchase price of $ 80.9 million in cash.

July 2021 Acquisition of Feedonomics

On July 23, 2021, we acquired substantially all the assets and assumed certain specified liabilities of Feedonomics, LLC’s existing business (“Feedonomics”), a SaaS company offering online product feed management platform used by merchants to optimize product data and syndicate and list products into multiple sales channels, including advertising, marketplace, affiliate and social channels, for a total purchase price of $81.1 million in cash.

Our purchase accounting is not yet complete, and the fair value of assets acquired, and liabilities assumed, including valuation of intangibles assets, may change as additional information is received during the measurement period.

1 unchanged sentence

The financial results of Feedonomics are included in our financial statements beginning July 23, 2021.

For the three-month ended September 30, 2021, our results include $ 5.9 million of revenue and $ 0.3 million of net loss in our Condensed Statements of Operations related to Feedonomics.

Acquisition related costs of $ 9.8 million were expensed as incurred during the three months ended September 30, 2021.

The table below summarizes the preliminary estimated fair value of the asset acquired and liability assumed at the date of the acquisition.

For the three-month ended March 31, 2022, our results include $ 8.8 million of revenue and $ 0.7 million of net loss in our Condensed Statements of Operations related to Feedonomics.

The table below summarizes the preliminary estimated fair value of the assets acquired and liabilities assumed at the date of the acquisition.

(in thousands)

16 unchanged sentences

The fair value of the developed technology and the trade name were determined using the relief from royalty method and customer relationships and non-compete agreement were determined using the multi-period excess earning model.

The valuation of the intangibles assets incorporate significant unobservable input and require management judgement and estimate, including the amount and timing of the future cashflow and the determination of the discount rate.

The valuation of the intangibles assets incorporate significant unobservable input and require management judgment and estimate, including the amount and timing of the future cashflow and the determination of the discount rate.

The goodwill of $ 41.3 million from this transaction is expected to be deductible for tax purposes.

4 unchanged sentences

As the contingent compensation is related to post-acquisition services, it is not considered as part of the purchase price of $ 81.1 million.

We recognized $ 9.2 million in additional compensation expense related to these contingent compensation arrangements for the three and nine months ended September 30, 2021.

We recognized $ 12.2 million and $ 0.0 million in additional compensation expense related to these contingent compensation arrangements for the three months ended March 31, 2022, and March 31, 2021, respectively.

We include this expense in acquisition related expenses in our condensed consolidated statements of operations.

7 unchanged sentences

Total acquisition-related intangible assets

Unaudited pro forma financial information

The unaudited pro forma financial information in the table below presents the combined results of the Company and Feedonomics as if this acquisition had occurred on January 1, 2020.

The unaudited pro forma financial information includes adjustments required under the acquisition method of accounting and is presented for informational purposes only and is not necessarily indicative of the results that would have been achieved had the acquisition actually occurred on January 1, 2020.

For the three and nine months ended September 30, 2021, pro forma adjustments include a reduction in transaction-related costs of $ 0.6 million and $ 1.7 million excluding the compensation cost related to post-acquisition compensation arrangement, respectively, because they are non-recurring in nature, an increase in amortization of intangible of $ 0.5 million and $ 4.2 million, respectively, and a decrease of $ 5.1 million and increase of $ 3.0 million in compensation costs related to the post-acquisition compensation arrangement, respectively.

For the three and nine months ended September 30, 2020, pro forma adjustments include an increase in amortization of intangible of $ 1.9 million and $ 5.6 million, respectively and an increase in compensation cost of $ 12.2 million and $ 36.6 million related to the post-acquisition compensation arrangement, respectively.

Three months ended September 30,

Nine months ended September 30,

(in thousands)

Total revenue

November 2021 Acquisition of Quote Ninja, Inc.

(dba B2B Ninja)

During the year ended December 31, 2021, BigCommerce completed the acquisition of Quote Ninja, Inc., a premier enterprise software solution providing leading business-to-business (“B2B”) ecommerce capabilities for merchants of all sizes.

The total purchase price was $ 2.0 million paid from our common stock.

In addition to the closing stock consideration, we entered into a contingent compensation arrangement with certain employees of B2B for their post-acquisition services, in which $ 0.5 million in additional common stock will be paid to those individuals on the first and second anniversaries of the closing for an aggregate amount of $ 1.0 million The purchase price primarily included $ 1.1 million of intangible assets and $ 0.9 million of goodwill that is not expected to be deductible for tax purposes.

The identifiable intangible assets, which primarily consisted of completed technology, have estimated useful lives of three years .

Goodwill and intangible assets

Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired.

The changes to the carrying amount of goodwill as follows:

(in thousands)

Balance as of December 31, 2020

Goodwill acquired

Balance as of September 30, 2021

Goodwill amounts are not amortized but tested for impairment on an annual basis.

There was no impairment of goodwill as of September 30, 2021.

There was no impairment of goodwill as of March 31, 2022.

Definite-lived intangible assets are amortized on a straight-line basis over the useful life.

Definite-lived intangible assets amortization was $ 1.4 million and $ 1.4 million for three and nine months ended September 30, 2021, respectively.

We did no t record any amortization expense for the three and nine months ended September 30, 2020.

Definite-lived intangible assets amortization was $ 2.0 million and $ 0.0 million for the three months ended March 31, 2022, and March 31, 2021, respectively.

Goodwill and intangible assets (continued)

Definite-lived intangible assets consists of the following:

(in thousands)

September 30, 2021

March 31, 2022

December 31, 2021

Weighted average remaining useful life as of September 30, 2021 (in years)

Weighted average remaining useful life as of March 31, 2022 (in years)

Accumulated amortization

5 unchanged sentences

Non-compete agreement

Other intangibles

Total definite-lived intangible

As of September 30, 2021, expected amortization expense for definite-lived intangible assets was as follows:

As of March 31, 2022, expected amortization expense for definite-lived intangible assets was as follows:

(in thousands)

September 30, 2021

2021 (October 1st through December 31st)

March 31, 2022

2022 (April 1st through December 31st)

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 or 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, 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 $ 1.0 million and $ 0.9 million for the three-month periods ended September 30, 2021 and 2020, respectively, and $ 2.8 million and $ 2.7 million for the nine-month periods ended September 30, 2021 and 2020, respectively.

Operating and short- term rent expenses was $ 1.4 million and $ 0.9 million for each of the three-month periods ended March 31, 2022, and 2021, respectively.

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)

Nine months ended September 30,

Three months ended March 31,

Cash paid for operating lease liabilities

1 unchanged sentence

Operating lease information

Nine months ended September 30,

Three months ended March 31,

Weighted-average remaining lease-term

2 unchanged sentences

(in thousands)

September 30, 2021

2021 (October 1st through December 31st)

March 31, 2022

2022 (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,

As of March 31,

As of December 31,

4 unchanged sentences

Other current liabilities

Included in other long-term liabilities at March 31, 2022 and December 31, 2021, is $ 11.3 million and $ 7.2 million, respectively, that has been accrued in connection with the acquisition of Feedonomics and B2B, as further discussed in Note 5 “Business Combination.

2021 Convertible Senior Notes

5 unchanged sentences

Before July 1, 2026, noteholders will have the right to convert their Notes only under the following circumstances:

(1) during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on December 31, 2021, if the Last Reported Sale Price (as defined in the indenture for the Notes) per share of Common

Stock (as defined in the indenture for the Notes) exceeds one hundred and thirty percent ( 130 %) of the Conversion Price (as defined in the indenture for the Notes) for each of at least twenty ( 20 ) Trading Days (as defined in the indenture for the notes) (whether or not consecutive) during the thirty ( 30 ) consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter;

(1) during any calendar quarter (and only during such calendar quarter) commencing after the calendar

Debt (continued)

quarter ending on December 31, 2021, if the Last Reported Sale Price (as defined in the indenture for the Notes) per share of Common Stock (as defined in the indenture for the Notes) exceeds one hundred and thirty percent ( 130 %) of the Conversion Price (as defined in the indenture for the Notes) for each of at least twenty ( 20 ) Trading Days (as defined in the indenture for the notes) (whether or not consecutive) during the thirty ( 30 ) consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter;

(2) during the five (5) consecutive Business Days (as defined in the indenture for the Notes) immediately after any ten (10) consecutive Trading Day period (such ten (10) consecutive Trading Day period, the “Measurement Period”) if the Trading Price per $ 1,000 principal amount of Notes for each Trading Day of the Measurement Period was less than ninety eight percent ( 98 %) of the product of the Last Reported Sale Price per share of Common Stock on such Trading Day and the Conversion Rate (as defined in the indenture for the Notes) on such Trading Day;

17 unchanged sentences

In connection with the pricing of the 2021 Notes, we entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions.

Debt (continued)

We used $ 35.6 million of the net proceeds from the Notes to enter into privately negotiated capped call instruments the (“Capped Call Transactions”) with certain financial institutions.

The Capped Call Transactions are generally expected to reduce potential dilution to holders of our common stock upon any conversion of the Notes and/or offset any cash payments we are required to make in excess of the principal amount of the Notes upon conversion of the Notes in the event that the market price per share of our common stock is greater than the strike price of the Capped Call Transactions with such reduction and/or offset subject to a cap The Capped Call Transactions have an initial cap price of approximately $ 106.34 per share, which represents a premium of 100 % over the last reported sale prices of our common stock of $ 53.17 per share on September 9, 2021, and is subject to certain adjustments under the terms of the Capped Call Transactions.

Capped Call Transactions have an initial cap price of approximately $ 106.34 per share, which represents a premium of 100 % over the last reported sale prices of our common stock of $ 53.17 per share on September 9, 2021, and is subject to certain adjustments under the terms of the Capped Call Transactions.

Collectively, the Capped Call Transactions cover, initially, the number of shares of our common stock underlying the Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Notes.

1 unchanged sentence

The premiums paid for the Capped Call Transaction have been included as a net reduction to additional paid-in capital within stockholders’ equity.

Debt (continued)

The net carrying amount of the Notes consists of the following:

(in thousands)

September 30,

Principal balance

3 unchanged sentences

Three months ended

September 30,

Nine months ended

September 30,

(in thousands)

1 unchanged sentence

Amortization of issuance costs

Convertible Term Loans

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 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 5.8 % during the nine-month period ended September 30, 2020.

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.

Our management determined that the required minimum return as defined above represented, in substance, an embedded lenders’ put option designed to provide the investor with a fixed monetary amount, settleable in either additional shares or cash.

Management determined that this put option should be separated and accounted for as a derivative primarily because the put option met the net settlement criterion and the settlement provisions were not consistent with a fixed-for-fixed equity instrument.

Based on the value of the conversion shares issued to the bank upon completion of the IPO, we met the required minimum return under terms of the Convertible Term Loan and were not required to provide any additional shares or cash .

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 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 $ 0.4 million during the nine-month period ended September 30, 2020.

Debt (continued)

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.

Key assumptions included time to exit event, fair value of common stock, and a discount rate.

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, 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

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 4.0 percent for the nine-month period ended September 30, 2020.

Mezzanine Facility Loan

On February 28, 2020, we entered into a mezzanine loan and security agreement (the “Mezzanine Facility”) with WestRiver Innovation Lending Fund VIII, L.P.

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

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 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 September 30, 2021 amounted to $ 10.0 million.

Stockholders’ equity (deficit)

Equity Incentive Plans – Stock Options

During the nine months ended September 30, 2021, we granted an aggregate of 263,136 shares of stock options, with a weighted average exercise price of $ 58.17 per share.

During the three months ended March 31, 2022, we granted an aggregate of 876,584 shares of stock options, with a weighted average exercise price of $ 20.25 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 6.1 years, (ii) expected volatility of 63 %, (iii) risk-free interest rate 1.8 % and (iv) expected dividend yield of 0 %.

Restricted Stock Units

During the nine months ended September 30, 2021, we granted an aggregate of 1,302,480 RSUs with a weighted grant-date fair value of $ 58.09 .

During the three months ended March 31, 2022, we granted an aggregate of 1,888,396 RSUs with a weighted average grant-date fair value of $ 20.26 .

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

2 unchanged sentences

Three months ended

September 30,

Nine months ended

September 30,

(in thousands)

6 unchanged sentences

The difference in the 21 % U.S.

statutory tax rate and the annual forecasted effective tax rate ((.52%) as of September 30, 2021) is primarily a result of 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 ((.31%) as of March 31, 2022) 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 primarily related to changes in U.S.

deferred tax liabilities associated with amortization of tax deductible goodwill, non-U.S.

jurisdictions where we are profitable, and current state income taxes.

The effective tax rates for the three months ended September 30, 2021 and 2020 were ( 1.20 ) % and 0.13 % respectively.

The effective tax rates for the nine months ended September 30, 2021 and 2020 were ( 0.61 ) % and ( 0.03 ) % respectively.

jurisdictions where we are profitable, withholding taxes in non-U.S jurisdictions, and current state income taxes.

The effective tax rates for the three months ended March 31, 2022, and 2021 were ( 0.31 ) % and 0.00 % respectively.

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

3 unchanged sentences

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.

We account for uncertainty in income taxes recognized in our financial statements using prescribed recognition thresholds and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on our tax returns.

We had $ 396 thousand and $ 0 thousand of tax effected unrecognized tax benefits as of March 31, 2022, and March 31, 2021, respectively, all of which would affect our effective income tax rate if recognized.

We recorded no increase in unrecognized tax benefits for the three- month period ended March 31, 2022.

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.

Holders of Series F preferred stock were entitled to receive cumulative dividends at the annual rate of 10 % compounded quarterly payable prior and in preference to any dividends on any shares of our common stock, subject to certain adjustments as set forth in our certificate of incorporation.

In the event a dividend is paid on common stock, the holders of preferred stock were entitled to a proportionate share of any such dividend as if they were holders of common stock (on an as-if converted basis).

Accordingly, all of our outstanding series of preferred stock were considered to be participating securities.

The holders of our preferred stock did not have a contractual obligation to share in our losses;

therefore, no amount of total undistributed loss was allocated to preferred stock.

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 nine-month period ending September 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 and nine months ended September 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.

Because we have reported a net loss for the three months ended March 31, 2022, and 2021, 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.

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

There are no Series 2 shares outstanding as of September 30, 2021.

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

A total of 5.1 million shares converted from Series 2 to Series 1 during the year ended period ended December 31, 2021.

There are no Series 2 shares outstanding as of March 31, 2022.

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,

(in thousands)

4 unchanged sentences

Total potentially dilutive securities

In connection with the acquisition of Feedonomics, we entered into a contingent compensation arrangement with certain employees of Feedonomics for their post-acquisition services.

Of the $ 65.0 million to be paid, $ 61.1 million can be settled in our own stock assuming a price of $ 50.64 per share.

(1) In connection with the acquisition of Feedonomics and B2B Ninja, we entered into contingent compensation arrangements for post-acquisition services.

Of the $ 66.0 million to be paid, $ 62.1 million can be settled in shares of our stock assuming a price of $ 21.91 per share.

Subsequent events

On April 26, 2022, we announced that we completed our acquisition of all of the outstanding equity interests of Bundle B2B Inc., a B2B eCommerce solution that provides advanced B2B functionality seamlessly with BigCommerce's platform.

currently in the process of finalizing the accounting for this transaction and expect to complete its preliminary allocation of the purchase consideration to the assets and liabilities assumed by the end of the third quarter of 202 2 .

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements.

This Quarterly Report on Form 10-Q contains forward-looking statements with the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.

Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions, or future events or performance are not historical facts and may be forward-looking.

1 unchanged sentence

These forward-looking statements include statements concerning the following:

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

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

7 unchanged sentences

our ability to adapt to emerging regulatory developments, technological changes, and cybersecurity needs;

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

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

2 unchanged sentences

Although we believe the expectations reflected in these forward-looking statements are reasonable, these statements are not guarantees of future performance and involve risks and uncertainties which are subject to change based on various important factors, some of which are beyond our control.

For more information regarding these risks and uncertainties as well as certain additional risks that we face, refer to “Risk Factors,” as well as factors more fully described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q.

For more information regarding these risks and uncertainties as well as certain additional risks that we face, refer to “ Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and “ Risk Factors,” in this Quarterly Report on Form 10-Q as well as factors more fully described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q.

If one or more of the factors affecting the expectations reflected in our forward-looking information and statements proves incorrect, our actual results, performance, or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements.

6 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