Commerce.com, Inc. 10-Q

Item 1. Financial Statements. Index to Financial Statements BigCommerce Holdings, Inc. Consolidated Financial Statements Condensed Consolidated Balance Sheets 3 Condensed Consolidated Statements of Operations 4 Condensed Consolidated Statements of Comprehensive Loss 5 Condensed Consolidated Statements of Stockholders’ Equity 6 Condensed Consolidated Statements of Cash Flows 7 Notes to the Condensed Consolidated Financial Statements 8 2 Table of Contents BigCommerce Holdings, Inc. Condensed Consolidated Balance Sheets (in thousands, except per share amounts) June 30, December 31, 2022 2021 Assets Current assets Cash and cash equivalents $ 220,550 $ 297,561 Restricted cash 1,331 1,143 Marketable securities 138,109 102,315 Accounts receivable, net 45,908 39,806 Prepaid expenses and other assets 8,944 9,710 Deferred commissions 5,138 4,013 Total current assets 419,980 454,548 Property and equipment, net 9,314 7,429 Right-of-use-assets 10,889 9,515 Prepaid expenses, net of current portion 588 831 Deferred commissions, net of current portion 6,662 5,673 Intangible assets, net 31,416 35,032 Goodwill 49,742 42,432 Total assets $ 528,591 $ 555,460 Liabilities and stockholders’ equity Current liabilities Accounts payable $ 6,283 $ 8,211 Accrued liabilities 2,137 2,941 Deferred revenue 15,224 12,752 Current portion of operating lease liabilities 2,799 2,653 Other current liabilities 52,186 36,254 Total current liabilities 78,629 62,811 Deferred revenue, net of current portion 1,454 1,359 Long-term debt 336,515 335,537 Operating lease liabilities, net of current portion 11,276 10,217 Other long-term liabilities, net of current portion 15,738 7,248 Total liabilities 443,612 417,172 Commitments and contingencies (Note 7) Stockholders’ equity Preferred stock, $ 0.0001 par value; 10,000 shares authorized at June 30, 2022 and December 31, 2021; 0 shares 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 June 30, 2022 and December 31, 2021; 73,388 and 72,311 shares Series 1 issued and outstanding at June 30, 2022 and December 31, 2021, respectively, and 0 shares Series 2 issued and, outstanding at June 30, 2022, and December 31, 2021, respectively 7 7 Additional paid-in capital 552,752 528,540 Accumulated other comprehensive loss ( 1,070 ) ( 191 ) Accumulated deficit ( 466,710 ) ( 390,068 ) Total stockholders’ equity 84,979 138,288 Total liabilities and stockholders’ equity $ 528,591 $ 555,460 The accompanying notes are an integral part of these consolidated financial statements. 3 Table of Contents BigCommerce Holdings, Inc. Condensed Consolidated Statements of Operations (in thousands, except per share amounts) Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Revenue $ 68,203 $ 49,013 $ 134,253 $ 95,673 Cost of revenue 16,860 10,185 33,963 19,435 Gross profit 51,343 38,828 100,290 76,238 Operating expenses: Sales and marketing 34,348 22,157 66,521 42,966 Research and development 22,394 14,725 43,339 28,260 General and administrative 19,211 13,110 36,523 24,718 Acquisition related expenses 12,521 1,107 25,181 1,107 Amortization of intangible assets 2,009 — 4,046 — Total operating expenses 90,483 51,099 175,610 97,051 Loss from operations ( 39,140 ) ( 12,271 ) ( 75,320 ) ( 20,813 ) Interest income 577 29 699 41 Interest expense ( 705 ) — ( 1,414 ) — Other expense ( 297 ) 27 ( 452 ) 13 Loss before provision for income taxes ( 39,565 ) ( 12,215 ) ( 76,487 ) ( 20,759 ) Provision for income taxes 40 6 155 6 Net loss $ ( 39,605 ) $ ( 12,221 ) $ ( 76,642 ) $ ( 20,765 ) Basic and diluted net loss per share attributable to common stockholders $ ( 0.54 ) $ ( 0.17 ) $ ( 1.05 ) $ ( 0.30 ) Weighted average shares used to compute basic and diluted net loss per share attributable to common stockholders 73,084 70,622 72,782 70,194 The accompanying notes are an integral part of these consolidated financial statements. 4 Table of Contents BigCommerce Holdings, Inc. Condensed Consolidated Statements of Comprehensive Loss (in thousands) Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Net loss $ ( 39,605 ) $ ( 12,221 ) $ ( 76,642 ) $ ( 20,765 ) Other comprehensive income (loss): Net unrealized gain (loss) on marketable debt securities ( 266 ) — ( 879 ) — Total comprehensive loss $ ( 39,871 ) $ ( 12,221 ) $ ( 77,521 ) $ ( 20,765 ) The accompanying notes are an integral part of these consolidated financial statements. 5 Table of Contents BigCommerce Holdings, Inc. Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (in thousands) Convertible Preferred Stock Common Stock Additional Paid-in Accumulated Accumulated Other Comprehensive Stockholders’ Shares Amount Shares Amount Capital Deficit Loss Equity Balance at December 31, 2021 — $ — 72,311 $ 7 $ 528,540 $ ( 390,068 ) $ ( 191 ) $ 138,288 Exercise of stock options — — 272 — 277 — — 277 Release of restricted stock units — — 90 — — — — 0 Stock-based compensation — — — — 8,962 — — 8,962 Total other comprehensive loss — — — — — — ( 613 ) ( 613 ) Net loss — — — — — ( 37,037 ) — ( 37,037 ) Balance at March 31, 2022 — $ — 72,673 $ 7 $ 537,779 $ ( 427,105 ) $ ( 804 ) $ 109,877 Exercise of stock options, net of shares withheld for taxes — — 208 — ( 219 ) — — ( 219 ) Release of restricted stock units — — 248 — — — — — Issuance of common stock as consideration for an acquisition — — 259 — 4,614 — — 4,614 Stock-based compensation — — — — 10,578 — — 10,578 Total other comprehensive loss — — — — — — ( 266 ) ( 266 ) Net loss — — — — — ( 39,605 ) — ( 39,605 ) Balance at June 30, 2022 — $ — 73,388 $ 7 $ 552,752 $ ( 466,710 ) $ ( 1,070 ) $ 84,979 Convertible Preferred Stock Common Stock Additional Paid-in Accumulated Accumulated Other Comprehensive Stockholders’ Shares Amount Shares Amount Capital Deficit Loss Equity Balance at December 31, 2020 — $ — 69,512 $ 7 $ 530,143 $ ( 313,391 ) $ — $ 216,759 Exercise of stock options — — 784 — 1,952 — — 1,952 Stock-based compensation — — — — 5,171 — — 5,171 Net loss — — — — — ( 8,544 ) — ( 8,544 ) Balance at March 31, 2021 — $ — 70,296 $ 7 $ 537,266 $ ( 321,935 ) $ — $ 215,338 Exercise of stock options — — 509 — 1,428 — — 1,428 Release of restricted stock units — — 305 — — — — — Stock-based compensation — — — — 6,522 — — 6,522 Net loss — — — — — ( 12,221 ) — ( 12,221 ) Balance at June 30, 2021 — $ — 71,110 $ 7 $ 545,216 $ ( 334,156 ) $ — $ 211,067 The accompanying notes are an integral part of these consolidated financial statements. 6 Table of Contents BigCommerce Holdings, Inc. Condensed Consolidated Statements of Cash Flows (in thousands) Six months ended June 30, Six months ended June 30, 2022 2021 Cash flows from operating activities Net loss $ ( 76,642 ) $ ( 20,765 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 5,647 1,437 Amortization of discount on debt 978 — Stock-based compensation 19,540 11,693 Allowance for credit losses 3,399 1,627 Changes in operating assets and liabilities: Accounts receivable ( 9,501 ) ( 7,710 ) Prepaid expenses 1,010 408 Deferred commissions ( 2,055 ) ( 1,453 ) Accounts payable ( 1,929 ) ( 376 ) Accrued and other liabilities 21,252 ( 3,899 ) Deferred revenue 2,441 1,632 Net cash used in operating activities ( 35,860 ) ( 17,406 ) Cash flows from investing activities: Cash paid for acquisition ( 696 ) — Purchase of property and equipment ( 3,486 ) ( 1,644 ) Maturity of marketable securities 42,600 — Purchase of marketable securities ( 79,273 ) ( 30,397 ) Net cash used in investing activities ( 40,855 ) ( 32,041 ) Cash flows from financing activities: Proceeds from exercise of stock options ( 108 ) 2,868 Net cash provided by (used in) financing activities ( 108 ) 2,868 Net change in cash and cash equivalents and restricted cash ( 76,823 ) ( 46,579 ) Cash and cash equivalents and restricted cash, beginning of period 298,704 220,607 Cash and cash equivalents and restricted cash, end of period $ 221,881 $ 174,028 Supplemental cash flow information: Cash paid for interest $ 472 $ — Cash paid for taxes $ 32 $ — Noncash investing and financing activities: Changes in capital additions, accrued but not paid $ 105 $ — Fair value of shares issued as consideration for acquisition $ 4,614 $ — Reconciliation of cash, cash equivalents and restricted cash within the condensed consolidated balance sheet to the amounts shown in the statements of cash flows above: Cash and cash equivalents 220,550 172,872 Restricted cash 1,331 1,156 Total cash, cash equivalents and restricted cash $ 221,881 $ 174,028 The accompanying notes are an integral part of these consolidated financial statements. 7 Table of Contents BigCommerce Holdings, Inc. Notes to Condensed Consolidated Financial Statements 1. Overview BigCommerce is leading a new era of ecommerce. Our software-as-a-service (“SaaS”) platform simplifies the creation of beautiful, engaging online stores by delivering a unique combination of ease-of-use, enterprise functionality, and flexibility. 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. All our stores run on a single code base and share a global, multi-tenant architecture purpose built for security, high performance, and innovation. Our platform serves stores in a wide variety of sizes, product categories, and purchase types, including business-to-consumer and business-to-business. Our headquarters and principal place of business are in Austin, Texas. We were formed in Australia in December 2003 under the name Interspire Pty Ltd and reorganized into a corporation in Delaware under the name BigCommerce Holdings, Inc. in February 2013 . References in these consolidated financial statements to “we,” “us,” “our,” the “Company,” or “BigCommerce” refer to BigCommerce Holdings, Inc. and its subsidiaries, unless otherwise stated. 2. Summary of significant accounting policies Basis of presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation. Certain information and disclosures normally included in the notes to the annual consolidated financial statements prepared in accordance with GAAP have been omitted from these interim unaudited condensed consolidated financial statements pursuant to the rules and regulations of the SEC. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the accompanying notes for the fiscal year ended December 31, 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 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 The accompanying consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Our fiscal year ends on December 31. Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires certain financial instruments to be recorded at fair value; requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting periods. Significant estimates, judgments, and assumptions in these consolidated financial statements include: allocating variable consideration for revenue recognition; 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. 8 Table of Contents 2. Summary of significant accounting policies (continued) Segment and geographic information Our chief operating decision maker is our chief executive officer. Our chief executive officer reviews the financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Accordingly, we have determined that we operate as a single operating and reportable segment. Revenue by geographic region was as follows: Three months ended June 30, Six months ended June 30, (in thousands) 2022 2021 2022 2021 Revenue: Americas – U.S. $ 52,760 $ 37,544 $ 104,260 $ 73,654 Americas – other 2,988 1,906 5,672 3,641 EMEA 6,802 4,782 13,086 9,185 APAC 5,653 4,781 11,235 9,193 Total revenue $ 68,203 $ 49,013 $ 134,253 $ 95,673 Long-lived assets by geographic region was as follows: June 30, December 31, (in thousands) 2022 2021 Long-lived assets: Americas – U.S. $ 8,534 $ 6,847 Americas - others — — EMEA 432 256 APAC 348 326 Total long-lived assets $ 9,314 $ 7,429 Cash and cash equivalents We consider all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash equivalents consist of money market funds and investment securities and are stated at fair value. Restricted cash We maintain a portion of amounts collected through our online payment processor with the online payment processor as a security deposit for future chargebacks. Additionally, we have amounts on deposit with certain financial institutions that serve as collateral for letters of credit and lease deposits. Marketable securities All marketable securities have been classified as available-for-sale and are carried at estimated fair value. We determine the appropriate classification of our investments in debt securities at the time of purchase. Securities may have stated maturities greater than one year. All marketable securities are considered available to support current operations and are classified as current assets. For available-for-sale debt securities in an unrealized loss position, our management first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value and recognized in other income (expense) in the results of operations. For available-for-sale debt securities that do not meet the aforementioned criteria, 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. If this assessment indicates that a credit loss exists, an allowance is recorded for the difference between the present value of cash flows expected to be collected and the amortized cost basis of the security. Impairment losses attributable to credit loss factors are charged against the allowance when management believes an available-for-sale security is uncollectible or when either of the criteria regarding intent or requirement to sell is met. 9 Table of Contents 2. 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. Realized gains and losses and declines in fair value, if any, on available-for-sale securities are included in other income (expense) in the results of operations. The cost of securities sold is based on the specific-identification method. Accounts receivable Accounts receivable are stated at net realizable value and include unbilled receivables. Unbilled receivables arise primarily when we provide subscriptions services in advance of billing. Accounts receivable are net of an allowance for credit losses, are not collateralized, and do not bear interest. Payment terms range from due immediately to due within 90 days . 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. Upon adoption of ASU 2016-13, we analyzed the accounts receivable portfolio for significant risks, historical activity, and an estimate of future collectability to determine the amount that will ultimately be collected. This estimate is analyzed quarterly and adjusted as necessary. Identified risks pertaining to our accounts receivable include the delinquency level, customer type, and current economic environment. 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: (in thousands) Balance at December 31, 2021 $ 3,867 Provision for expected credit losses 1,313 Accounts written off ( 637 ) Balance at March 31, 2022 4,543 Provision for expected credit losses 2,086 Accounts written off ( 636 ) Balance at June 30, 2022 $ 5,993 Property and equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives or the related lease terms (if shorter). The estimated useful lives of property and equipment are as follows: Estimated Useful Life Computer equipment 3 years Computer software 3 years Furniture and fixtures 5 years Leasehold improvements 1 - 10 years Maintenance and repairs that do not enhance or extend the asset’s useful life are charged to operating expenses as incurred. The carrying values of property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, we compare the projected undiscounted future cash flows associated with groups of assets used in combination over their estimated useful lives against their respective carrying amounts. 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. 10 Table of Contents 2. Summary of significant accounting policies (continued) Research and development and internal use software Research and development expenses consist primarily of personnel and related expenses for our research and development staff, which include: salaries, benefits, bonuses, and stock-based compensation; the cost of certain third-party contractors; and allocated overhead. Expenditures for research and development, other than internal use software costs, are expensed as incurred. 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. As of June 30, 2022, we have capitalized $ 1.4 million. As of December 31, 2021, software costs eligible for capitalization were not significant. Leases We determine if an arrangement is a lease or contains a lease at inception. At the commencement date of a lease, we recognize a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term. The lease liability is measured at the present value of lease payments over the lease term. As our leases typically do not provide an implicit rate, we use our incremental borrowing rate for most leases. The right-of-use (“ROU”) asset is measured at cost, which includes the initial measurement of the lease liability and initial direct costs incurred and excludes lease incentives. Lease terms may include options to extend or terminate the lease. We record a ROU asset and a lease liability when it is reasonably certain that we will exercise that option. Operating lease costs are recognized on a straight-line basis over the lease term. 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 combinations We record tangible and intangible assets acquired and liabilities assumed in business combinations under the acquisition method of accounting. We use best estimates and assumptions, including but not limited to, future expected cash flows, expected asset lives, and discount rates, to assign a fair value to the tangible and intangible assets acquired and liabilities assumed in business combinations as of the acquisition date. These estimates are inherently uncertain and subject to refinement. We allocate any excess purchase price over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed to goodwill. During the measurement period, which may be up to one year from the acquisition date, adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed may be recorded, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our condensed consolidated statements of operations. Acquisition related expenses Acquisition related expenses consist primarily of cash payments for third-party acquisition costs and other acquisition related expenses. 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. Goodwill and other acquired intangible, net We assess goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter, or more frequently if events or changes in circumstances would more likely than not reduce the fair value of a reporting unit below its carrying value. When we elect to perform a qualitative assessment and conclude it is not more likely than not the fair value of the reporting unit is less than its carrying value, no further assessment of that reporting unit is necessary; otherwise, a quantitative assessment is performed and the fair value of the reporting unit is determined. If the carrying value of the reporting unit exceeds the estimated fair value, impairment is recorded. We evaluate the recoverability of finite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of such asset may not be recoverable. 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. 11 Table of Contents 2. Summary of significant accounting policies (continued) Acquired finite-lived intangible assets are amortized over their estimated useful lives. We evaluate the estimated remaining useful life of these assets when events or changes in circumstances indicate a revision to the remaining period of amortization. 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. Income taxes We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax balances are adjusted to reflect tax rates based on currently enacted tax laws, which will be in effect in the years in which the temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period of the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that those assets will be realized. To date, we have provided a valuation allowance against all of our deferred tax assets as we believe the objective and verifiable evidence of our historical pretax net losses outweighs any positive evidence of its forecasted future results. 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 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 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”). 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 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. 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 Our functional and reporting currency and the functional and reporting currency of our subsidiaries is the U.S. dollar. 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. 12 Table of Contents 3. Revenue recognition and deferred costs Revenue recognition Our sources of revenue consist of subscription solutions fees and partner and services fees. These services allow customers to access our hosted software over the contract period. The customer is not allowed to take possession of the software or transfer the software. Our revenue arrangements do not contain general rights of refund in the event of cancellations. The following table disaggregates our revenue by major source: Three months ended June 30, Six months ended June 30, (in thousands) 2022 2021 2022 2021 Subscription solutions $ 51,285 $ 33,955 $ 99,272 $ 65,959 Partner and services 16,918 15,058 34,981 29,714 Total revenue $ 68,203 $ 49,013 $ 134,253 $ 95,673 Subscription solutions Subscription solutions revenue consists primarily of platform subscription fees from all plans. It also includes recurring professional services and sales of SSL certificates. Subscription solutions are charged monthly, quarterly, or annually for our customers to sell their products and process transactions on our platform. Subscription solutions are generally charged per online store and are based on the store’s subscription plan. Monthly subscription fees for Pro and Enterprise plans are adjusted if a customer’s gross merchandise volume or orders processed are above specified plan thresholds on a trailing twelve-month basis. For most subscription solutions arrangements, we have determined we meet the variable consideration allocation exception and, therefore, recognize fixed monthly fees or a pro-rata portion of quarterly or annual fees and any transaction fees as revenue in the month they are earned. A portion of our Enterprise subscription plans include an upfront promotional period in order to incentivize the customer to enter into a subscription arrangement. For these Enterprise arrangements, the total subscription fee is recognized on a straight-line basis over the term of the contract. Professional services, which primarily consist of education packages, launch services, solutions architecting, implementation consulting, and catalog transfer services, are generally billed and recognized as revenue when delivered. Contracts with our retail customers are generally month-to-month, while contracts with our enterprise customers generally range from one to three years . Contracts are typically non-cancellable and do not contain refund-type provisions. Revenue is presented net of sales tax and other taxes we collect on behalf of governmental authorities. Subsequent to our acquisition of Feedonomics on July 23, 2021, subscription revenue includes revenue from Feedonomics. 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 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. both marketplaces and advertising). The service offerings constitute a single combined performance obligation. Services are performed and Fees are determined based on monthly usage and are billed in arrears. Partner and services 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 partners to share such fees as they occur. Revenue share is recognized at the time the earning activity is complete, which is generally monthly. Revenue for partner technology integrations is recorded on a straight-line basis over the life of the contract commencing when the integration has been completed. Fees for marketing services are recognized either at the time the earning activity is complete, or ratably over the length of the contract, depending on the nature of the obligations in the contract. Payments received in advance of services being rendered are recorded as deferred revenue and recognized when the obligation is completed. We also derive revenue from the sales of website themes and applications upon delivery. We recognize revenue share, and revenue from the sales of third-party applications, on a net basis as we have determined that we are the agent in our arrangements with third-party application providers. All other revenue is recognized on a gross basis, as we have determined we are the principal in these arrangements. 13 Table of Contents 3. Revenue recognition and deferred costs (continued) Contracts with multiple performance obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Our subscription contracts are generally comprised of a single performance obligation to provide access to our platform, but can include additional performance obligations. 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. 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. 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. 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. Cost of revenue Cost of revenue consists primarily of personnel-related costs, including: stock-based compensation expenses for customer support and professional services personnel; costs of maintaining and securing our infrastructure and platform; amortization expense associated with capitalized internal-use software; and allocation of overhead costs. With our acquisition of Feedonomics on July 23, 2021, cost of revenue also includes personnel and other costs related to feed management services along with other customer support personnel. Deferred revenue Deferred revenue primarily consists of amounts that have been billed to or received from customers in advance of performing the associated services. 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 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 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. 14 Table of Contents 3. Revenue recognition and deferred costs (continued) Deferred commissions Certain sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. 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 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. We include amortization of deferred commissions in Sales and marketing expense in the consolidated statements of operations. 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 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. 4. 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. 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. When determining fair value, we consider the principal or most advantageous market in which it would transact, and assumptions that market participants would use when pricing asset or liabilities. The accounting standard for fair value establishes a fair value hierarchy based on three levels of inputs, the first two of which are considered observable and the last unobservable. The standard requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value are as follows: • Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. • Level 2 – Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 – Inputs are unobservable that are significant to the fair value of the asset or liability and are developed based on the best information available in the circumstances, which might include our data. The following tables summarize the estimated fair value of our cash equivalents, marketable securities and debt. As of June 30, 2022 (in thousands) (Level 1) (Level 2) (Level 3) Total Financial assets: Money market funds $ 194,712 $ — $ — $ 194,712 U.S. treasury securities $ 39,505 $ — $ — $ 39,505 Corporate securities $ — $ 98,604 $ — $ 98,604 Total financial assets $ 234,217 $ 98,604 $ — $ 332,821 As of December 31, 2021 (in thousands) (Level 1) (Level 2) (Level 3) Total Financial assets: Money market funds $ 262,679 $ — $ — $ 262,679 U.S. treasury securities $ 21,926 $ — $ — $ 21,926 Corporate securities $ — $ 80,389 $ — $ 80,389 Total financial assets $ 284,605 $ 80,389 $ — $ 364,994 15 Table of Contents 4. Fair value measurements, cash equivalents and marketable securities (continued) The following tables summarize the estimated fair value of our cash equivalents and marketable securities. As of June 30, 2022 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash equivalents: Money market funds $ 194,712 $ — $ — $ 194,712 Marketable securities: U.S. treasury securities $ 40,019 $ — $ ( 514 ) $ 39,505 Corporate securities $ 99,160 $ — $ ( 556 ) $ 98,604 As of December 31, 2021 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash equivalents: Money market funds $ 262,679 $ — $ — $ 262,679 Marketable securities: U.S. treasury securities $ 21,999 $ — $ ( 74 ) $ 21,925 Corporate securities $ 80,506 $ — $ ( 117 ) $ 80,389 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 $ 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. 5. Business combinations Fiscal 2022 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. 16 Table of Contents 5. Business combinations (continued) Fiscal 2021 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. The table below summarizes the estimated fair value of the asset acquired and liability assumed at the date of the acquisition. (in thousands) July 23rd, 2021 Accounts receivable $ 3,107 Prepaid expenses and other assets $ 108 Acquisition related intangible assets $ 36,951 Other non-current assets $ 458 Accounts payable and accrued liabilities $ 287 Customer prepaid liabilities $ 225 Operating lease liabilities $ 345 Net asset acquired, excluding goodwill $ 39,767 Total purchase consideration $ 81,066 Goodwill $ 41,299 We acquired Feedonomics because it is complementary to our core business. The purchase price was based on the expected financial performance of Feedonomics, 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 goodwill amount represents synergies expected to be realized from the business combination and assembled workforce. Assets acquired and liabilities assumed were reviewed and adjusted to their fair values at the date of the acquisition, as necessary. 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 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 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. Product milestones include certain product enhancement and integration with existing products and financial milestones include certain revenue and gross margin targets. 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. 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 $ 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. Further, we elected to make the first contingent compensation payment of $ 32.5 million in cash and made that payment on August 3, 2022. 17 Table of Contents 5. Business combinations (continued) The estimated fair value of identifiable intangible assets acquired at the date of the acquisitions are as follows: (in thousands) Estimated fair value Weighted average amortization period (in years) Developed technology $ 11,794 4.0 Customer relationship $ 22,525 5.7 Tradename $ 2,470 5.0 Non-compete agreement $ 162 3.0 Total acquisition-related intangible assets $ 36,951 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 . 6. 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 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 June 30, 2022. Definite-lived intangible assets are amortized on a straight-line basis over the useful life. 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) June 30, 2022 December 31, 2021 Weighted average remaining useful life as of June 30, 2022 (in years) Gross amount Accumulated amortization Net carrying amount Gross amount Accumulated amortization Net carrying amount Developed technology $ 13,367 $ ( 3,026 ) $ 10,341 $ 12,937 $ ( 1,294 ) $ 11,643 3.0 Customer relationship $ 22,525 $ ( 3,742 ) $ 18,783 $ 22,525 $ ( 1,749 ) $ 20,776 4.8 Tradename $ 2,470 $ ( 464 ) $ 2,006 $ 2,470 $ ( 217 ) $ 2,253 4.1 Non-compete agreement $ 162 $ ( 51 ) $ 111 $ 162 $ ( 24 ) $ 138 2.1 Other intangibles $ 285 $ ( 110 ) $ 175 $ 285 $ ( 63 ) $ 222 1.8 Total definite-lived intangible $ 38,809 $ ( 7,393 ) $ 31,416 $ 38,379 $ ( 3,347 ) $ 35,032 18 Table of Contents 6. Goodwill and intangible assets (continued) As of June 30, 2022, expected amortization expense for definite-lived intangible assets was as follows: (in thousands) June 30, 2022 2022 (July 1st through December 31st) 4,033 2023 8,065 2024 7,930 2025 6,241 2026 3,429 Thereafter 1,718 Total $ 31,416 7. Commitments, contingencies, and leases Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and that the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. From time to time, we are subject to various claims that arise in the normal course of business. In the opinion of management, we are unaware of any pending or unasserted claims that would have a material adverse effect on our financial position, liquidity, or results. Certain executive officers are entitled to payments in the event of termination of employment in connection with a certain change in control. 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 June 30, 2022 or December 31, 2020. Leases We lease certain facilities under operating lease agreements that expire at various dates through 2028 . Some of these arrangements contain renewal options and require us to pay taxes, insurance and maintenance costs. 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 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. Supplemental lease information Cash flow information (in thousands) Six months ended June 30, 2022 2021 Cash paid for operating lease liabilities $ 2,092 $ 1,947 Right-of-use assets obtained in acquisition $ — $ — Operating lease information Six months ended June 30, 2022 2021 Weighted-average remaining lease-term 5.02 5.75 Weighted-average discount rate 5.41 % 5.46 % 19 Table of Contents 7. Commitments, contingencies, and leases (continued) The future maturities of operating lease liabilities are as follows: (in thousands) June 30, 2022 2022 (July 1st through December 31st) 1,823 2023 3,254 2024 2,985 2025 2,775 2026 2,528 Thereafter 2,852 Total minimum lease payments $ 16,217 Less imputed interest ( 2,074 ) Total lease liabilities $ 14,143 8. Other liabilities The following table summarizes the components of other current liabilities: As of June 30, As of December 31, (in thousands) 2022 2021 Sales tax payable $ 973 $ 679 Payroll and payroll related expenses 15,456 17,315 Acquisition related compensation 32,992 14,309 Other 2,765 3,951 Other current liabilities $ 52,186 $ 36,254 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.” 9. Debt 2021 Convertible Senior Notes In September 2021, we issued $ 345.0 million aggregate principal amount of 0.25 % convertible senior notes due 2026 (the “Notes”). The Notes were issued in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The net proceeds from the sales of the Notes was approximately $ 335.0 million after deducting offering and issuance costs related to the Notes and before the 2021 Capped Call transactions, as described below. The Notes are our senior, unsecured obligations and accrue interest at a rate of 0.25 % per annum, payable semi-annually in arrears on April 1 and October 1 of each year , beginning on April 1, 2022. The Notes will mature on October 1, 2026 , unless earlier converted, redeemed or repurchased by us. 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; (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; (3) if we call any or all of the Notes for redemption, such Notes called for redemption may be converted any time prior to the close of business on the second business day immediately before the redemption date; or (4) upon the occurrence of specified corporate events. 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. 20 Table of Contents 9. 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. The initial conversion rate for the Notes is 13.6783 shares of common stock per $ 1,000 principal amount of Notes, which represents an initial conversion price of approximately $ 73.11 per share of common stock. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events, such as distribution of stock dividends or stock splits. We may not redeem the Notes prior to October 7, 2024. The Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at our option at any time, and from time to time, on or after October 7, 2024 and on or before the 25th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of our common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice; and (ii) the trading day immediately before the date we send such notice. The redemption price will be a cash amount equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, up to, but excluding, the redemption date. Pursuant to the Partial Redemption Limitation (as defined in the indenture for the Notes), we may not elect to redeem less than all of the outstanding Notes unless at least $ 150.0 million aggregate principal amount of Notes are outstanding and not subject to redemption as of the time we send the related redemption notice . If a “fundamental change” (as defined in the indenture for the Notes) occurs, then, subject to a limited exception, noteholders may require us to repurchase their Notes for cash. The repurchase price will be equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, up to, but excluding, the applicable repurchase date. In accounting for the issuance of the Notes, we recorded the Notes as a liability at face value. The effective interest rate for the Notes was 0.84 %. Transaction costs of $ 10.0 million, attributable to the issuance of the Notes were recorded as a direct deduction from the related debt liability in the Consolidated Balance Sheet and are amortized to interest expense over the term of the Notes 2021 Capped Call Transactions 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. 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. 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. The Capped Call Transactions do not meet the criteria for separate accounting as a derivative as they are indexed to our stock. The premiums paid for the Capped Call Transaction have been included as a net reduction to additional paid-in capital within stockholders’ equity. The net carrying amount of the Notes consists of the following: (in thousands) June 30, 2022 December 31, 2021 Principal balance $ 345,000 $ 345,000 Unamortized issuance costs $ ( 8,485 ) $ ( 9,463 ) Carrying value, net $ 336,515 $ 335,537 21 Table of Contents 9. Debt (continued) The total interest expense recognized related to the Notes consists of the following: Three months ended June 30, Six months ended June 30, (in thousands) 2022 2021 2022 2021 Contractual interest expense $ 216 $ — $ 437 $ — Amortization of issuance costs 489 — 977 — Total $ 705 $ — $ 1,414 $ — Debt fees 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. 10. Stockholders’ equity (deficit) Equity Incentive Plans – Stock Options 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 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: Three months ended June 30, Six months ended June 30, (in thousands) 2022 2021 2022 2021 Cost of revenue $ 978 $ 526 $ 1,840 $ 913 Sales and marketing 3,137 1,943 5,720 3,522 Research and development 3,029 1,466 5,555 2,614 General and administrative 3,434 2,587 6,425 4,644 Total stock-based compensation expense $ 10,578 $ 6,522 $ 19,540 $ 11,693 11. Income taxes 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, valuation allowances, 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 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 22 Table of Contents 11. Income taxes (continued) income. 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. We believe adequate provision has been made for all income tax uncertainties. We are not currently under audit in any filing jurisdiction. Fiscal years 2017 through 2020 remain open to examination by the major taxing jurisdictions to which we are subject; 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 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. 12. Net loss per share 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. 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, 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: As of June 30, (in thousands) 2022 2021 Stock options outstanding 6,064 6,985 Restricted stock units 4,119 1,646 Acquisition related compensation (1) 2,041 — Convertible debt 4,719 — Total potentially dilutive securities 16,943 8,631 (1) In connection with the acquisition of Feedonomics and B2B Ninja, we entered into contingent compensation arrangements for post-acquisition services. 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. 23 Table of Contents 13. Subsequent events 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. 24 Table of Contents Special Note Regarding Forward-Looking Statements 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. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” and similar words or phrases. These forward-looking statements include statements concerning the following: • our expectations regarding our revenue, expenses, sales, and operations; • 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; • our anticipated areas of investments and expectations relating to such investments; • our ability to compete in our industry and innovation by our competitors; • our ability to anticipate market needs or develop new or enhanced services to meet those needs; • our ability to manage growth and to expand our infrastructure; • our ability to establish and maintain intellectual property rights; • our ability to manage expansion into international markets and new industries; • our ability to hire and retain key personnel; • our ability to successfully identify, manage, and integrate any existing and potential acquisitions; • 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; • the anticipated effect on our business of litigation to which we are or may become a party; and • other statements described in this Quarterly Report on Form 10-Q under “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. 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” 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. Therefore, we caution the reader not to place undue reliance on any forward-looking information or statements. The effect of these factors is difficult to predict. Factors other than these also could adversely affect our results, and the reader should not consider these factors to be a complete set of all potential risks or uncertainties. New factors emerge from time to time, and management cannot assess the impact of any such factor on our business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements only speak as of the date of this document, and we undertake no obligation to update any forward-looking information or statements, whether written or oral, to reflect any change, except as required by law. All forward-looking statements attributable to us are expressly qualified by these cautionary statements. 25 Table of Contents