What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-08-08 compared with 2022-05-04 · 117 added, 72 removed, 234 unchanged (45% of the section changed)

9 unchanged sentences

Our strategy is to provide the world’s best combination of freedom of choice and flexibility in a multi-tenant SaaS platform.

We describe this strategy as “Open SaaS.” As of March 31, 2022, we served approximately 60,000 online stores and 12,972 accounts with greater than $2,000 in annual contract value.

We describe this strategy as “Open SaaS.” As of June 30, 2022, we served 5,418 enterprise accounts.

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.

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Increases or decreases in our key business metrics may not correspond with increases or decreases in our revenue.

We have included the activity of Feedonomics in our key business metrics from the acquisition date of July 23, 2021, through March 31, 2022.

Our key business metrics, such as annual revenue run-rate, average revenue per account and others are calculated as of the end of the last month of the reporting period.

We have included the activity of Feedonomics in our key business metrics from the acquisition date of July 23, 2021, through June 30, 2022.

Our key business metrics, such as annual revenue run-rate, subscription annual revenue run rate, average revenue per account and others are calculated as of the end of the last month of the reporting period.

We have excluded any activity pertaining to Feedonomics from our key business metrics for all periods presented that precede its acquisition.

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(1) contractual monthly recurring revenue at the end of the period, which includes platform subscription fees, invoiced growth adjustments, product feed management subscription fees, recurring professional services revenue, and other recurring revenue, multiplied by twelve to prospectively annualize recurring revenue, and (2) the sum of the trailing twelve-month non-recurring and variable revenue, which includes one-time partner integrations, one-time fees, payments revenue share, and any other revenue that is non-recurring and variable.

Accounts with greater than $2,000 ACV

We track the total number of accounts with annual contract value (“ACV”) greater than $2,000 (the “ACV threshold”) as of the end of a monthly billing period.

To define this $2,000 ACV cohort, we include only subscription plan revenue and exclude partner and services revenue and recurring services revenue.

We consider all stores and brands added and subtracted as of the end of the monthly billing period.

This metric includes accounts that may have either one single store or brand above the ACV threshold or multiple stores or brands that together exceed the ACV threshold.

Subscription annual revenue run-rate

We calculate subscription annual revenue run-rate (“ARR”) at the end of each month as the sum of contractual monthly recurring revenue at the end of the period, which includes platform subscription fees, invoiced growth adjustments, product feed management subscription fees, recurring professional services revenue, and other recurring revenue, multiplied by twelve to prospectively annualize recurring revenue.

Average revenue per account

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We bill customers for subscription solutions and professional services, and we include both in ARPA for the reported period.

For example, ARPA as of March 31, 2022, includes all subscription solutions and professional services billed between January 1, 2022, and March 31, 2022.

For example, ARPA as of June 30, 2022, includes all subscription solutions and professional services billed between January 1, 2022, and June 30, 2022.

We allocate partner revenue, where applicable, primarily based on each customer’s share of GMV processed through that partner’s solution.

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Total ARR (in thousands)

Accounts with ACV greater than

% of Total ARR attributable to accounts

with ACV greater than $2,000

ARPA attributable to accounts with

ACV greater than $2,000

ARR Attributable to Enterprise Accounts (in thousands)

% of Total ARR attributable to Enterprise Accounts

Subscription ARR (in thousands)

Enterprise Account Metrics:

# of Accounts

ARR % of Total ARR

2K ACV Account Metrics:

# of Accounts

ARR% of total ARR

Accounts with greater than $2,000 ACV

We track the total number of accounts with annual contract value (“ACV”) greater than $2,000 (the “ACV threshold”) as of the end of a monthly billing period.

To define this $2,000 ACV cohort, we include only subscription plan revenue and exclude partner and services revenue and recurring services revenue.

We consider all stores and brands added and subtracted as of the end of the monthly

billing period.

This metric includes accounts that may have either one single store or brand above the ACV threshold or multiple stores or brands that together exceed the ACV threshold.

Net revenue retention

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This methodology includes stores added to or subtracted from an account’s subscription during the previous twelve months.

It also includes changes to subscription and partner and services

revenue billings, and revenue reductions from stores or accounts that leave the platform during the previous one-year period.

It also includes changes to subscription and partner and services revenue billings, and revenue reductions from stores or accounts that leave the platform during the previous one-year period.

Net new accounts added after the previous one-year period are excluded from our NRR calculations.

NRR for enterprise accounts was 118% and 112% for years ended December 31, 2021 and 2020, respectively.

NRR for accounts with ACV greater than $2,000 was 116% and 113% for the years ended December 31, 2021 and 2020, respectively.

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Cost of revenue consists primarily of:

(1) personnel-related costs (including stock-based compensation expense) for our customer success teams, (2) costs that are directly related to hosting and maintaining our platform, (3) fees for processing customer payments, and (4) the allocation of overhead costs.

We expect that cost of revenue will increase in absolute dollars, but may fluctuate as a percentage of total revenue from period to period as our mix between business lines change and we build out additional localized support as we expand internationally.

We expect that cost of revenue will increase in absolute dollars, but may fluctuate as a percentage of total revenue from period to period.

With our acquisition of Feedonomics on July 23, 2021, cost of revenue also includes personnel and other costs related to feed management along with other customer support personnel.

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Sales and marketing expenses consist primarily of:

(1) personnel-related expenses (including stock-based compensation expense), (2) sales commissions, (3) marketing programs, (4) travel-related expenses, and (5) allocated overhead costs.

(1) personnel-related expenses (including stock-based compensation expense), (2) sales commissions, (3) marketing programs, (4) travel-related expenses, and (5) allocated overhead and sales support costs.

We focus our sales and marketing efforts on creating sales leads and establishing and promoting our brand.

We plan to increase our investment in sales and marketing by hiring additional sales and marketing personnel, executing our go-to-market strategy globally, and building our brand awareness.

Incremental sales commissions for new customer contracts are deferred and amortized ratably over the estimated period of our relationship with such customers.

Incremental sales commissions for new customer contracts are deferred and amortized

ratably over the estimated period of our relationship with such customers.

No incremental sales commissions are incurred on renewals of customer contracts.

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(1) personnel-related expenses (including stock-based compensation expense) for finance, legal and compliance, human resources, and IT, (2) external professional services, and (3) allocated overhead costs.

We incur additional general and administrative expenses as a result of operating as a public company and have increased the size of our general and administrative functions to support the growth of our business.

As a result, we expect that general and administrative expenses will increase in absolute dollars but may fluctuate as a percentage of total revenue from period to period.

We expect to incur additional general and administrative expenses as a result of operating as a public company.

We also expect to increase the size of our general and administrative functions to support the growth of our business.

As a result, we expect that our general and administrative expenses will increase in absolute dollars but may fluctuate as a percentage of total revenue from period to period.

Acquisition related expenses

3 unchanged sentences

Other expenses, net

Other expenses, net consists primarily of interest expense on our convertible debt partially offset by interest income on corporate funds invested in money market instruments and highly liquid short-term investments.

Other expenses, net consists primarily of interest expense on our bank borrowings partially offset by interest income on corporate funds invested in money market instruments and highly liquid short-term investments.

Provision for income taxes

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The following table sets forth our results of operations for the periods presented:

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(in thousands)

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Includes stock-based compensation expense as follows:

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(in thousands)

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Revenue by geographic region

The composition of our revenue by geographic region during the three months ended March 2022 and 2021 is as follows:

Three months ended March 31,

The composition of our revenue by geographic region during the three and six months ended June 2022 and 2021 were as follows:

Three months ended June 30,

Six Months Ended June 30,

(dollars in thousands)

Americas – U.S.

1 unchanged sentence

Total Revenue

Comparison of the three and three months ended March 31, 2022, and March 31, 2021

Three months ended March 31,

Comparison of the three and six months ended June 30, 2022 and June 30, 2021

Three months ended June 30,

Six months ended June 30,

(dollars in thousands)

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Total revenue

Revenue increased $19.4 million, or 41.6%, to $66.1 million for the three months ended March 31, 2022, from $46.7 million for the three months ended March 31, 2021, as a result of increases in both subscription solutions and partner and services revenue as well as the revenue pertaining to the acquisition of Feedonomics.

Subscription solutions revenue increased $16.0 million, or 49.9%, to $48.0 million for the three months ended March 31, 2022, from $32.0 million for the three months ended March 31, 2021, primarily due to growth in mid-market and enterprise activity along with strong overall retention.

Feedonomics contributed $8.8 million in subscription revenue for the three months ended March 31, 2022.

Partner and services revenue increased $3.4 million, or 23.2%, to $18.1 million for the three months ended March 31, 2022, from $14.7 million for the three months ended March 31, 2021, primarily as a result of increases in revenue-sharing activity with our technology partners and improved monetization of partner revenue share.

Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021.

Revenue increased $19.2 million, or 39.2%, to $68.2 million from $49.0 million, as a result of increases in both subscription solutions and partner and services revenue as well as the revenue pertaining to the acquisition of Feedonomics.

Subscription solutions revenue increased $17.3 million, or 51.0%, to $51.3 million from $34.0 million, primarily due to growth in mid-market and enterprise activity along with strong overall retention.

Feedonomics contributed $10.0 million in subscription revenue for the three months ended June 30, 2022.

Partner and services revenue increased $1.9 million, or 12.4%, to $16.9 million, from $15.0 million, primarily as a result of increases in revenue-sharing activity with our technology partners and improved monetization of partner revenue share.

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021.

Revenue increased $38.6 million, or 40.3%, to $134.3 million, from $95.7 million, as a result of increases in both subscription solutions and partner and services revenue as well as the revenue pertaining to the acquisition of Feedonomics.

Subscription solutions revenue increased $33.3 million, or 50.5%, to $99.3 million, from $66.0 million, primarily due to growth in mid-market and enterprise activity along with strong overall retention.

Feedonomics contributed $18.8 million in subscription revenue for the six months ended June 30, 2022.

Partner and services revenue increased $5.3 million, or 17.7%, to $35.0 million, from $29.7 million, primarily as a result of increases in revenue-sharing activity with our technology partners and improved monetization of partner revenue share.

Cost of revenue, gross profit, and gross margin

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(dollars in thousands)

Cost of revenue

Cost of revenue increased $7.9 million, or 84.9%, to $17.1 million for the three months ended March 31, 2022, from $9.2 million for the three months ended March 31, 2021, primarily as a result of higher hosting costs, resulting from increased transactions processed, of $1.1 million, higher personnel costs, including stock-based compensation expense amounting to $2.9 million and expenses as a result of the acquisition of Feedonomics of $3.5 million.

Gross margin decreased to 74.1% during the three months ended March 31, 2022, from 80.2% during the three months ended March 31, 2021.

Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021.

Cost of revenue increased $6.7 million, or 65.5%, to $16.9 million from $10.2 million, primarily as a result of higher hosting costs resulting from increased transactions processed of $1.1 million, higher personnel costs, including stock-based compensation expense and allocated costs amounting to $2.1 million and expenses related to the acquisition of Feedonomics of $3.5 million.

Gross margin decreased to 75.3% from 79.2%, primarily as a result of the acquisition of Feedonomics, which requires a higher level of service.

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021.

Cost of revenue increased $14.6 million, or 74.8%, to $34.0 million from $19.4 million, primarily as a result of higher hosting costs resulting from increased transactions processed of $2.2 million, higher personnel costs, including stock-based compensation expense and allocated costs amounting to $5.3 million and expenses related to the acquisition of Feedonomics of $7.1 million.

Gross margin decreased to 74.7% from 79.7%, primarily as a result of the acquisition of Feedonomics, which requires a higher level of service.

Operating expenses

Sales and marketing

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(dollars in thousands)

1 unchanged sentence

Percentage of revenue

Sales and marketing expenses increased $11.4 million, or 54.6%, to $32.2 million for the three months ended March 31, 2022, from $20.8 million for the three months ended March 31, 2021, primarily due to higher staffing costs, including stock-based compensation expense of $4.8 million, additional spend to support revenue growth of $2.9 million and operating expenses as a result of the acquisition of Feedonomics of $2.3 million.

As a percentage of total revenue, sales and marketing expenses increased to 48.7% during the three months ended March 31, 2022, from 44.6% during the three months ended March 31, 2021, primarily due to increased marketing spend and travel costs experienced as COVID-19 pandemic restrictions are lifted.

Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021.

Sales and marketing expenses increased $12.2 million, or 55.0%, to $34.4 million from $22.2 million, primarily due to higher staffing costs, including stock-based compensation expense and allocated costs of $4.6 million, additional spend to support revenue growth of $4.7 million in various areas including, but not limited to marketing, travel, contracting services as well as expenses related to the acquisition of Feedonomics of $2.9 million.

As a percentage of total revenue, sales and marketing expenses increased to 50.4% from 45.2%, primarily due to increased marketing spend and travel costs experienced as COVID-19 pandemic restrictions are lifted.

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021.

Sales and marketing expenses increased $23.5 million, or 54.8%, to $66.5 million from $43.0 million, primarily due to higher staffing costs, including stock-based compensation expense and allocated costs of $9.3 million, additional spend to support revenue growth of $9.0 million in various areas including, but not limited to marketing, travel, contracting services as well as expenses related to the acquisition of Feedonomics of $5.2 million.

As a percentage of total revenue, sales and marketing expenses increased to 49.5% from 44.9%, primarily due to increased marketing spend and travel costs experienced as COVID-19 pandemic restrictions are lifted.

Research and development

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(dollars in thousands)

1 unchanged sentence

Percentage of revenue

Research and development expenses increased $7.4 million, or 54.7%, to $20.9 million for the three months ended March 31, 2022, from $13.5 million for the three months ended March 31, 2021, primarily due to higher staffing costs, including stock-based compensation expense of $4.5 million, additional spend to support engineering projects of $0.2 million and expenses as a result of the acquisition of Feedonomics of $2.7 million.

As a percentage of total revenue, research and development expenses increased to 31.7% during the three months ended March 31, 2022, from 29.0% during the three months ended March 31, 2021, primarily due to increased investment in product development.

Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021.

Research and development expenses increased $7.7 million, or 52.1%, to $22.4 million from $14.7 million, primarily due to higher staffing costs, including stock-based compensation expense and allocated costs of $5.6 million, and expenses related to the acquisition of Feedonomics of $3.0 million partially offset by an increase in internally developed software capitalization of $0.9 million.

As a percentage of total revenue, research and development expenses increased to 32.8% from 30.0%, primarily due to increased investment in product development.

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021.

Research and development expenses increased $15.0 million, or 53.4%, to $43.3 million from $28.3 million, primarily due to higher staffing costs, including stock-based compensation expense and allocated costs of $10.2 million, and expenses related to the acquisition of Feedonomics of $5.7 million partially offset by an increase in internally developed software capitalization of $0.9 million.

As a percentage of total revenue, research and development expenses increased to 32.3% from 29.5%, primarily due to increased investment in product development.

General and administrative

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(dollars in thousands)

1 unchanged sentence

Percentage of revenue

General and administrative expenses increased $5.7 million, or 49.1%, to $17.3 million for the three months ended March 31, 2022, from $11.6 million for the three months ended March 31, 2021.

The increase was primarily due to higher staffing costs, including stock-based compensation expense of $3.0 million, costs associated with operating as a public company amounting to $1.5 million and expenses as a result of the acquisition of Feedonomics of $1.0 million.

Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021.

General and administrative expenses increased $6.1 million, or 46.5%, to $19.2 million from $13.1 million, primarily due to higher staffing costs, including stock-based

compensation expense and allocated costs of $ 3.5 million, increased spend of $1.5 million in various areas including , but not limited to audit fee s, insurance , contracting services as well as expenses related to the acquisition of Feedonomics of $ 1.1 million .

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021.

General and administrative expenses increased $11.8 million, or 47.8%, to $36.5 million from $24.7 million, primarily due to higher staffing costs, including stock-based compensation expense and allocated costs of $6.9 million, increased spend of $2.7 million in various areas, including but not limited to audit fees, insurance, contracting services as well as expenses related to the acquisition of Feedonomics of $2.2 million.

Acquisition related expenses

Acquisition related expense was $12.7 million for the three months ended March 31, 2022, as a result of acquisition related compensation in conjunction with our business combinations.

Acquisition related expense was $12.5 million and $25.2 million for the three and six-month periods ended June 30, 2022, primarily as a result of acquisition related compensation in conjunction with our business combination and was insignificant for the three and six-month periods ended June 30, 2021.

Interest income

Interest income was insignificant for each of the three-month periods ended March 31, 2022, and 2021.

Interest income was $0.6 million and $0.7 million for the three and six-month periods ended June 30, 2022 and was insignificant for the three and six-month periods ended June 30, 2021.

Interest expense

Interest expense increased to $0.7 million for the three months ended March 31, 2022, as a result of the Convertible Notes issued in September 2021.

Interest expense was $0.7 million and $1.4 million for the three and six-month periods ended June 30, 2022 and was insignificant for the three and six-month periods ended June 30, 2021.

Other expense

Other expense was insignificant for the three months ended March 31, 2022, and 2021.

Other expense was insignificant for the three and six-month periods ended June 30, 2022 and 2021.

Provision for income taxes

Our provision for income taxes was insignificant in the three months ended March 31, 2022, and 2021.

Our provision for income taxes was insignificant in the three and six-month periods ended June 30, 2022 and 2021.

Liquidity and capital resources

2 unchanged sentences

Our operational short-term liquidity needs primarily include working capital for sales and marketing, research and development, and continued innovation.

We have generated significant operating losses and negative cash flows from operations as reflected in our

accumulated deficit and condensed consolidated statements of cash flows.

We have generated significant operating losses and negative cash flows from operations as reflected in our accumulated deficit and condensed consolidated statements of cash flows.

We expect to continue to incur operating losses and negative cash flows from operations in the future and may require additional capital resources to execute strategic initiatives to grow our business.

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In particular, our acquisition of Feedonomics also requires up to $65.0 million in two annual installments of up to $32.5 million each, within ten business days after the first and second anniversary dates of the acquisition, or the earlier achievement of certain product and financial milestones.

We may elect, in our sole discretion, to make these post-closing payments partially or entirely in cash or shares of BigCommerce Series 1 common stock.

We may elect, in our sole discretion, to make these post-closing payments partially or entirely in cash or shares of BigCommerce common stock.

We elected to make the first post-closing payment in cash but preserve the election to make the second anniversary payment in either cash or shares.

If we choose to issue stock to settle these payments, we will be required to register these shares with the Securities and Exchange Commission.

1 unchanged sentence

Additional debt financing could result in increased debt service obligations and more restrictive financial and operational covenants.

In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all.

In the event that additional financing is required from outside

sources, we may not be able to raise it on terms acceptable to us or at all.

If we are unable to raise additional capital when desired, our business, operating results and financial condition could be adversely affected.

The following table sets forth a summary of our cash flows for the periods indicated.

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(in thousands)

1 unchanged sentence

Net cash used in investing activities

Net cash provided by financing activities

Net increase in cash, cash equivalents and restricted cash

As of March 31, 2022, we had $377.3 million in cash, cash equivalents, and restricted cash, an increase of $168.2 million compared to $209.1 million as of March 31, 2021.

Net cash provided by (used in) financing activities

Net decrease in cash, cash equivalents and restricted cash

As of June 30, 2022, we had $360.0 million in cash, cash equivalents, restricted cash and marketable securities, an increase of $155.6 million compared to $204.4 million as of June 30, 2021.

Cash and cash equivalents consist of highly-liquid investments with original maturities of less than three months.

Our restricted cash balance of $1.2 million at March 31, 2022 and 2021, consists of security deposits for future chargebacks and amounts on deposit with certain financial institutions.

Our marketable securities balance of $125.2 million and $18.4 million at March 31, 2022 and 2021 respectively, consists of investments in debt securities.

Our restricted cash balance of $1.3 million and $1.2 million at June 30, 2022 and 2021 respectively, consists of security deposits for future chargebacks and amounts on deposit with certain financial institutions.

Our marketable securities balance of $138.1 million and $30.4 million at June 30, 2022 and 2021 respectively, consists of investments in debt securities.

We maintain cash account balances in excess of FDIC-insured limits.

Operating activities

Net cash used in operating activities for the three months ended March 31, 2022, and 2021 was $22.0 million and $12.8 million, respectively.

Net cash used in operating activities for the three months ended June 30, 2022 and 2021 was $13.9 million and $4.6 million, respectively.

This consisted primarily of our net losses adjusted for certain non-cash items including depreciation, stock-based compensation, debt discount amortization, amortization of intangible assets, bad debt expense, and the effect of changes in working capital.

Net cash used in operating activities for the six months ended June 30, 2022 and 2021 was $35.9 million and $17.4 million, respectively.

Investing activities

Net cash used in investing activities during the three months ended March 31, 2022, and 2021 was $24.8 million and $18.9 million, respectively.

In the three months ended March 31, 2022, this consists primarily of the purchases of marketable securities of $32.5 million, the purchases of property and equipment of $1.3 million partially offset by the maturity of marketable securities of $9.0 million.

In the three months ended March 31, 2021, this consisted primarily of purchases of marketable securities of $18.4 million and the purchases of property and equipment of $0.5 million.

Net cash used in investing activities during the three months ended June 30, 2022 and 2021 was $16.0 million and $13.2 million, respectively.

In the three months ended June 30, 2022, this consists primarily of the cash paid for the acquisition of Bundle B2B of $0.7 million, the purchases of marketable securities of $46.8 million and the purchases of property and equipment of $2.1 million offset by the maturity of marketable securities of $33.6 million.

In the three months ended June 30, 2021, this consisted primarily of purchases of marketable securities of $12.0 million and the purchases of property and equipment of $1.2 million.

Net cash used in investing activities during the six months ended June 30, 2022 and 2021 was $40.9 million and $32.0 million, respectively.

In the six months ended June 30, 2022, this consists primarily of the cash paid for the acquisition of Bundle B2B of $0.7 million, the purchases of marketable securities of $79.3 million and the purchases of property and equipment of $3.5 million offset by the maturity of marketable securities of $42.6 million.

In the six months ended June 30, 2021, this consisted primarily of purchases of marketable securities of $30.4 million and the purchases of property and equipment of $1.6 million.

Financing activities

Net cash provided by financing activities during the three months ended March 31, 2022, and 2021 was $0.2 million and $1.7 million, respectively.

In the three months ended March 31, 2022, this consisted of the proceeds from the issuance of shares of Series 1

common stock pursuant to the exercise of stock options of $ 0.2 million.

In the three months ended March 3 1 , 2021 , this consisted of the proceeds from the issuance of shares of Series 1 common stock pursuant to the exercise of stock options of $1.7 million .

Net cash used by financing activities during the three months ended June 30, 2022 was $0.3 million.

This was attributable to the issuance of shares of common stock pursuant to the exercise of stock options to cover taxes that used $0.3 million.

Net cash provided by financing activities during the three months ended June 30, 2021 was $1.1 million.

This was attributable to the issuance of shares of common stock pursuant to the exercise of stock options provided $1.1 million.

Net cash used by financing activities during the six months ended June 30, 2022 was $0.1 million.

This was attributable to the issuance of shares of common stock pursuant to the exercise of stock options to cover taxes that used $0.1 million.

Net cash provided by financing activities during the six months ended June 30, 2021 was $2.9 million This was attributable to the issuance of shares of common stock pursuant to the exercise of stock options provided $ 2.9 million.

2021 Convertible senior notes

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Off-balance sheet arrangements

We did not have any off-balance sheet arrangements as of March 31, 2022, or as of December 31, 2021.

We did not have any off-balance sheet arrangements as of June 30, 2022 or as of December 31, 2021.

Critical accounting policies and estimates

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Actual results may differ from these estimates.

Except for changes resulting from the acquisition of Feedonomics in July 2021, including purchase price allocation and valuation of acquired intangibles, there have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in “Management's Discussion and Analysis of Financial Condition and Results of Operations” set forth in our Annual Report on Form 10-K for the year ended December 31, 2021.

There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in “Management's Discussion and Analysis of Financial Condition and Results of Operations” set forth in our Annual Report on Form 10-K for the year ended December 31, 2021.

While our significant accounting policies are described in the notes to our included consolidated financial statements, we believe the following critical accounting policies are most important to understanding and evaluating our reported financial results.

2 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 2. Management’s Discussion and Analysis