What changed in this filing

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Item 1. Financial Statements

2022-08-08 compared with 2022-05-04 · 150 added, 117 removed, 593 unchanged (31% of the section changed)

6 unchanged sentences

Condensed Consolidated Statements of Comprehensive Loss

Condensed Consolidated Statement of Stockholders’ Equity (Deficit)

Condensed Consolidated Statements of Stockholders’ Equity

Condensed Consolidated Statements of Cash Flows

2 unchanged sentences

Condensed Consolidated Balance Sheets

(in thousands)

(in thousands, except per share amounts)

Current assets

28 unchanged sentences

10,000 shares authorized

at March 31, 2022 and December 31, 2021;

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

at June 30, 2022 and December 31, 2021;

issued and outstanding, at June 30, 2022 and December 31, 2021

Common stock, $ 0.0001 par value;

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

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

authorized at June 30, 2022 and December 31, 2021;

73,388 and 72,311 shares Series 1

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

issued and outstanding at June 30, 2022 and December 31, 2021, respectively,

and 0 shares Series 2 issued and, outstanding at

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

June 30, 2022, and December 31, 2021, respectively

Additional paid-in capital

7 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

19 unchanged sentences

(in thousands)

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

Other comprehensive income (loss):

3 unchanged sentences

BigCommerce Holdings, Inc.

Condensed Consolidated Statement of Stockholders’ Equity (Deficit)

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity

(in thousands)

4 unchanged sentences

Exercise of stock options

Release of restricted stock units

Stock-based compensation

Total other comprehensive loss

Balance at March 31, 2022

Exercise of stock options, net of shares withheld for taxes

Release of restricted stock units

Issuance of common stock as consideration for an acquisition

Stock-based compensation

Total other comprehensive loss

Balance at June 30, 2022

Convertible Preferred

3 unchanged sentences

Exercise of stock options

Release of restricted stock units

Stock-based compensation

Total other comprehensive loss

Balance at March 31, 2021

Exercise of stock options

Release of restricted stock units

Stock-based compensation

Balance at June 30, 2021

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

13 unchanged sentences

Cash flows from investing activities:

Purchase of marketable securities

Cash paid for acquisition

Purchase of property and equipment

Maturity of marketable securities

Purchase of marketable securities

Net cash used in investing activities

1 unchanged sentence

Proceeds from exercise of stock options

Net cash provided by financing activities

Net cash provided by (used in) financing activities

Net change in cash and cash equivalents and restricted cash

4 unchanged sentences

Cash paid for taxes

Non-cash investing and financing activities:

Noncash investing and financing activities:

Changes in capital additions, accrued but not paid

Fair value of shares issued as consideration for acquisition

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:

25 unchanged sentences

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.

The results of operations for the six months ended June 30, 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 and a determination of the deferred tax asset valuation allowance.

Because of the use of estimates inherent in financial reporting process actual results could differ and the differences could be material to our consolidated financial statements.

Summary of significant accounting policies (continued)

allowance for credit losses;

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

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 March 31,

Three months ended June 30,

Six months ended June 30,

(in thousands)

2 unchanged sentences

Total revenue

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

Long-lived assets by geographic region was as follows:

(in thousands)

9 unchanged sentences

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

Summary of significant accounting policies (continued)

Marketable securities

9 unchanged sentences

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

Summary of significant accounting policies (continued)

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

6 unchanged sentences

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

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

The accounts receivable balance at June 30, 2022 and December 31, 2021 included unbilled receivables of $ 16.6 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.

2 unchanged sentences

Identified risks pertaining to our accounts receivable include the delinquency level, customer type, and current economic environment.

Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers.

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

The estimate of the amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers, our assessment of the overall portfolio and general economic conditions.

The allowance for credit losses consisted of the following:

4 unchanged sentences

Balance at March 31, 2022

Provision for expected credit losses

Accounts written off

Balance at June 30, 2022

Property and equipment

6 unchanged sentences

Leasehold improvements

Summary of significant accounting policies (continued)

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

2 unchanged sentences

If projected undiscounted future cash flows are less than the carrying value of the asset group, impairment is recorded for any excess of the carrying amount over the fair value of those assets in the period in which the determination is made.

Summary of significant accounting policies (continued)

Research and development and internal use software

5 unchanged sentences

Software development costs associated with internal use software, which are incurred during the application development phase and meet other requirements under the guidance are capitalized.

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

As of June 30, 2022, we have capitalized $ 1.4 million.

As of December 31, 2021, software costs eligible for capitalization were not significant.

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

7 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.

Business combination

Business combinations

We record tangible and intangible assets acquired and liabilities assumed in business combinations under the acquisition method of accounting.

6 unchanged sentences

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.

We recognized $ 12.5 million and $ 25.2 million in acquisition related expenses during the three and six months ended June 30, 2022, respectively.

For the six months ended June 30, 2022, $ 0.4 million was recognized on acquisition related spend and $ 24.8 million was recognized in connection with contingent compensation arrangements entered with our fiscal 2021 acquisitions, as further discussed in Note 5 “Business Combination” and Note 13 “Subsequent events”.

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.

Summary of significant accounting policies (continued)

Goodwill and other acquired intangible, net

5 unchanged sentences

If such review determines the carrying amount of the indefinite-lived asset is not recoverable, the carrying amount of such asset is reduced to its fair value.

Summary of significant accounting policies (continued)

Acquired finite-lived intangible assets are amortized over their estimated useful lives.

1 unchanged sentence

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.

10 unchanged sentences

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.

As of June 30, 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”) to our employees and other eligible service providers.

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

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

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

Stock-based compensation related to 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

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 October 2021, the FASB issued ASU No.

1 unchanged sentence

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

There is no material impact to our consolidated financial statements for the six months ended June 30, 2022 as a result of the adoption.

Foreign currency

13 unchanged sentences

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)

24 unchanged sentences

Our partner and services revenue consists of revenue share, partner technology integrations, and marketing services provided to partners.

Revenue share relates to fees earned by our partners from customers using our platform, where we have an arrangement with such partner to share such fees as they occur.

Revenue share relates to fees earned by our partners from customers using our platform, where we have an arrangement with such partners to share such fees as they occur.

Revenue share is recognized at the time the earning activity is complete, which is generally monthly.

33 unchanged sentences

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

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.

We recognized $ 9.5 million of previously deferred revenue during the six months ended June 30, 2022.

The net increase in the deferred revenue balance for the six months ended June 30, 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 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.

As of June 30, 2022, we had $ 152.6 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 51 % of the remaining performance obligations as revenue in the following 12 -month period, and the remaining balance in the periods thereafter.

7 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 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.

We did no t recognize an impairment of deferred commissions during the six months ended June 30, 2022 and the year ended December 31, 2021.

Sales commissions of $ 4.4 million and $ 2.9 million were deferred for the six months ended June 30, 2022 and 2021, respectively;

and deferred commission amortization expense was $ 2.3 million and $ 1.5 million for the six months ended June 30, 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, accounts payable, and accrued liabilities approximates fair value due to their relatively short maturities.

The carrying amount of accounts receivable 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 March 31, 2022

As of June 30, 2022

(in thousands)

1 unchanged sentence

Money market funds

U.S treasury securities

treasury securities

Corporate securities

4 unchanged sentences

Money market funds

U.S treasury securities

treasury securities

Corporate securities

2 unchanged sentences

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

As of March 31, 2022

As of June 30, 2022

(in thousands)

2 unchanged sentences

Marketable securities:

U.S treasury securities

treasury securities

Corporate securities

4 unchanged sentences

Marketable securities:

U.S treasury securities

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 $ 262.1 million as of March 31, 2022.

The estimated fair value of the notes was approximately $ 244.0 million as of June 30, 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

April 2022 Acquisition of Bundle B2B Inc.

On April 25, 2022 , BigCommerce completed its acquisition of Bundle B2B, Inc., (“Bundle”) a B2B eCommerce solution that provides advanced B2B functionality seamlessly with BigCommerce’s platform.

The total purchase price was $ 7.7 million.

We acquired Bundle because it is complementary to our core business and will allow us to expand our product offerings to our merchant base.

The purchase price was based on the expected financial performance of Bundle, not on the value of the net identifiable assets at the time of the acquisition.

This resulted in a significant portion of the purchase price being attributed to goodwill.

The purchase price included the issuance of common stock in the amount of $ 4.6 million, cash of $ 0.8 million, an escrow withheld in the amount of $ 0.9 million and $ 1.4 million of contingent consideration.

The amount held in escrow will be paid out on the first anniversary date with the issuance of the stock based on the fair value of our common stock on the date of payment.

Of the $ 1.4 million contingent consideration, $ 0.7 million is tied to the migration of old merchants to updated plans over a 6 -months period from acquisition date and the remaining $ 0.7 million is tied to ongoing performance measures over a 12 -months period from the acquisition date.

The purchase price primarily included $ 0.4 million of developed technology and $ 7.3 million of goodwill that is not expected to be deductible for tax purposes.

The identifiable intangible assets, which consisted of developed technology, have estimated useful lives of four years .

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

The measurement period will end no later than one year from the acquisition date.

The pro forma financial information assuming fiscal 2022 acquisition had occurred as of the beginning of the fiscal year prior to the fiscal year of the acquisition, as well as the revenue and earnings generated during the current fiscal year, were not material for disclosure purposes.

Business combinations (continued)

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.

The measurement period will end no later than one year from the acquisition date.

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

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.

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

(in thousands)

9 unchanged sentences

Total purchase consideration

Business combinations (continued)

We acquired Feedonomics because it is complementary to our core business.

5 unchanged sentences

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.

We are still evaluating the tax treatment of contingent compensation arrangements which may be treated as consideration for tax purposes and increase the amount of tax deductible goodwill when paid.

The goodwill of $ 41.3 million from this transaction is deductible for tax purposes and will be amortized over 15 years beginning in the month of acquisition.

We have evaluated the tax treatment of contingent compensation arrangements which will be treated as consideration for tax purposes and increase the amount of tax deductible goodwill when paid.

In conjunction with the transaction, we entered into a contingent compensation arrangement with certain employees of Feedonomics for their post-acquisition services, in which $ 32.5 million will be made to those individuals within ten business days after both the first and second anniversaries of the closing or upon the earlier achievement of certain product and financial milestones for an aggregate amount of $ 65.0 million.

2 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 $ 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 recognized $ 24.8 million and $ 0.0 million in additional compensation expense related to these contingent compensation arrangements for the six months ended June 30, 2022 and June 30, 2021, respectively.

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

The preliminary estimated fair value of identifiable intangible assets acquired at the date of the acquisitions are as follows:

Further, we elected to make the first contingent compensation payment of $ 32.5 million in cash and made that payment on August 3, 2022.

Business combinations (continued)

The estimated fair value of identifiable intangible assets acquired at the date of the acquisitions are as follows:

(in thousands)

9 unchanged sentences

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 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 .

1 unchanged sentence

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

The change in goodwill of $ 7.3 million from December 31, 2021 to June 30, 2022, resulted from the acquisition of Bundle, as further discussed in Note 5 “Business Combinations.”

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

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

There was no impairment of goodwill as of June 30, 2022.

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

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 amortization was $ 4.0 million and $ 0.0 million for six months ended June 30, 2022 and June 30, 2021 respectively.

Definite-lived intangible assets consists of the following:

(in thousands)

March 31, 2022

June 30, 2022

December 31, 2021

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

Weighted average remaining useful life as of June 30, 2022 (in years)

Accumulated amortization

7 unchanged sentences

Total definite-lived intangible

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

Goodwill and intangible assets (continued)

As of June 30, 2022, expected amortization expense for definite-lived intangible assets was as follows:

(in thousands)

March 31, 2022

2022 (April 1st through December 31st)

June 30, 2022

2022 (July 1st through December 31st)

Commitments, contingencies, and leases

6 unchanged sentences

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 March 31, 2022, or December 31, 2021.

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 $ 1.4 million and $ 0.9 million for each of the three-month periods ended March 31, 2022, and 2021, respectively.

Operating and short- term rent expenses was $ 1.0 million and $ 0.9 million for the three-month periods ended June 30, 2022 and 2021, respectively and was $ 2.0 million and $ 1.8 million for the six month periods ended June 30, 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)

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

Commitments, contingencies, and leases (continued)

The future maturities of operating lease liabilities are as follows:

(in thousands)

March 31, 2022

2022 (April 1st through December 31st)

June 30, 2022

2022 (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,

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.

Included in other long-term liabilities at June 30, 2022 and December 31, 2021, is $ 15.4 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 Combinations.”

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

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;

(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;

(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;

2 unchanged sentences

From and after July 1, 2026, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date.

Debt (continued)

We will settle conversions by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election.

14 unchanged sentences

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.

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.

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:

3 unchanged sentences

Carrying value, net

Debt (continued)

The total interest expense recognized related to the Notes consists of the following:

Three months ended

Six months ended

(in thousands)

4 unchanged sentences

Equity Incentive Plans – Stock Options

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.

During the six months ended June 30, 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 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 .

During the six months ended June 30, 2022, we granted an aggregate of 2,263,969 RSUs with a weighted grant-date fair value of $ 19.14 .

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

Stock Based Compensation Expense

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

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

Three months ended

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(in thousands)

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Total stock-based compensation expense

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

Our provision for incomes taxes reflected an effective tax rate of ( 0.11 ) % and ( 0.05 ) % for the three months ended June 30, 2022 and 2021 respectively and ( 0.20 )% and ( 0.03 )%, for the six months ended June 30, 2022 and 2021 respectively.

The difference in the 21 % U.S.

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, 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.

statutory tax rate and the effective tax rates for all periods is primarily a result of valuation allowances offsetting the benefit of forecasted losses in the U.S., Australia, and the United Kingdom.

The income tax expense recorded for the three and six months ended June 30, 2022 is primarily related to foreign jurisdictions in which we are profitable, changes in deferred tax liabilities associated with amortization of United States tax deductible goodwill, and state taxes in certain states in which we have taxable

Income taxes (continued)

These tax expenses are offset by the deferred tax benefit attributable to the release of valuation allowance related to the acquisition of deferred tax liabilities associated with our business combination occurring during the three months ended June 30, 2022.

The income tax expense recorded for the three and six months ended June 30, 2021 is primarily related to foreign jurisdictions in which we are profitable and state taxes in certain states in which we have taxable income.

We have historically incurred operating losses in the United States, Australia, and the United Kingdom and, given our cumulative losses and limited history of profits, have recorded a valuation allowance against the net deferred tax assets in these jurisdictions, exclusive of any tax deductible goodwill, at June 30, 2022 and June 30, 2021, 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.

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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.

We had $ 396 thousand and $ 0 thousand of tax effected unrecognized tax benefits as of June 30, 2022, and June 30, 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 June 30, 2022.

Net loss per share

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, 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.

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

A pre-IPO preferred shareholder received Series 2 upon the conversion of their preferred shares at the time of our initial public offering, all of which were subsequently converted to shares of Series 1 common stock.

There are no Series 2 shares outstanding as of June 30, 2022.

Series 1 common stock is referred to as common stock throughout, unless otherwise noted.

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:

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(in thousands)

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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.

Additionally, our acquisition of Bundle included $ 1.5 million of contingent consideration.

Of the $ 35.0 million to be paid, $ 33.1 million can be settled in our own stock assuming a price of $ 16.20 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 .

As further discussed in Note 5, “Business Combinations,” on July 23, 2021 we acquired substantially all of the assets and assumed certain specified liabilities of Feedonomics.

In conjunction with this transaction, we entered into a contingent compensation arrangement with certain employees of Feedonomics for their post-acquisition services, in which $ 32.5 million will be made to those individuals within ten business days after both the first and second anniversaries of the closing or upon the earlier achievement of certain product and financial milestones for an aggregate amount of $ 65.0 million.

We may elect to make each payment in either cash or by issuing our own common stock.

On August 3, 2022, we made the first payment of $ 32.5 million and elected to make that in cash.

Special Note Regarding 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.

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

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

the war involving Russia and Ukraine and the potential impact on our operations, global economic and geopolitical conditions;

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

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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