0000950170-23-038567 | 10-Q | XBRL Viewer

Stockholders' Equity (Deficit) (Tables)

6 Months Ended

Jun. 30, 2023

Summary of 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)	2023	2022	2023	2022
Cost of revenue	$1,281	$978	$2,457	$1,840
Sales and marketing	3,529	3,523	6,337	6,434
Research and development	3,929	3,029	7,390	5,555
General and administrative	2,551	3,048	5,593	5,711
Total stock-based compensation expense	$11,290	$10,578	$21,777	$19,540

Business Combinations	6 Months Ended
Jun. 30, 2023
Business Combinations [Abstract]
Business Combinations	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. Both the milestones were met by Bundle and we issued 87,865 shares of common stock in our fourth fiscal quarter of 2022 and 89,285 shares of common stock in our third fiscal quarter of 2023. 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. The pro forma financial information assuming fiscal 2022 acquisition had occurred as of the beginning of the fiscal year prior to the fiscal year of the acquisition, as well as the revenue and earnings generated during the current fiscal year, were not material for disclosure purposes.

Business Combinations

6 Months Ended

Jun. 30, 2023

Business Combinations [Abstract]

Business Combinations

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. Both the milestones were met by Bundle and we issued 87,865 shares of common stock in our fourth fiscal quarter of 2022 and 89,285 shares of common stock in our third fiscal quarter of 2023. 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. 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.

Condensed Consolidated Statements of Cash Flows (Unaudited) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)
Cash flows from operating activities
Net loss	$ (41,185)	$ (76,642)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	5,844	5,647
Amortization of discount on debt	987	978
Stock-based compensation	21,777	19,540
Allowance for credit losses	1,508	3,399
Changes in operating assets and liabilities:
Accounts receivable	(1,760)	(9,501)
Prepaid expenses	(3,484)	1,010
Deferred commissions	(772)	(2,055)
Accounts payable	(528)	(1,929)
Accrued and other liabilities	2,105	21,252
Deferred revenue	9,415	2,441
Net cash used in operating activities	(6,093)	(35,860)
Cash flows from investing activities:
Cash paid for acquisition		(696)
Purchase of property and equipment	(2,080)	(3,486)
Sales and maturities of marketable securities	123,072	42,600
Purchase of marketable securities	(133,394)	(79,273)
Net cash used in investing activities	(12,402)	(40,855)
Cash flows from financing activities:
Proceeds from financing obligation	1,081
Taxes paid related to net share settlement of equity awards	(2,230)	(3,099)
Proceeds from exercise of stock options	2,245	2,991
Net cash provided by (used in) financing activities	1,096	(108)
Net change in cash and cash equivalents and restricted cash	(17,399)	(76,823)
Cash and cash equivalents and restricted cash, beginning of period	93,030	298,704
Cash and cash equivalents and restricted cash, end of period	75,631	221,881
Supplemental cash flow information:
Cash paid for interest	431	472
Cash paid for taxes	212	32
Noncash investing and financing activities:
Changes in capital additions, accrued but not paid	190	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	74,517	220,550
Restricted cash	1,114	1,331
Total cash, cash equivalents and restricted cash	$ 75,631	$ 221,881

Debt - Summary of Total Interest Expense Recognized Related to Notes and Term Debt (Details) - 0.25% Convertible Senior Notes Due 2026 and 2023 Term Debt - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Debt Instrument [Line Items]
Contractual interest expense	$ 228	$ 216	$ 457	$ 437
Amortization of issuance costs	494	489	987	977
Total	$ 722	$ 705	$ 1,444	$ 1,414

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Fair Value Measurements, Cash Equivalents and Marketable Securities -Summarize the Estimated Fair Value of Our Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Financial assets:
Financial assets	$ 265,481	$ 280,070
Money market funds
Financial assets:
Financial assets	42,591	68,129
Amortized Cost	42,591	68,194
Unrealized Losses		(65)
Estimated Fair Value	42,591	68,129
U.S Treasury Securities
Financial assets:
Financial assets	52,305	72,577
Amortized Cost	52,410	73,208
Unrealized Losses	(105)	(631)
Estimated Fair Value	52,305	72,577
Corporate securities
Financial assets:
Financial assets	170,585	139,364
Amortized Cost	171,068	139,932
Unrealized Losses	(483)	(568)
Estimated Fair Value	170,585	139,364
Level 1
Financial assets:
Financial assets	94,896	140,706
Level 1 \| Money market funds
Financial assets:
Financial assets	42,591	68,129
Level 1 \| U.S Treasury Securities
Financial assets:
Financial assets	52,305	72,577
Level 2
Financial assets:
Financial assets	170,585	139,364
Level 2 \| Corporate securities
Financial assets:
Financial assets	$ 170,585	$ 139,364

Net Loss per Share - Additional Information (Details)	Jun. 30, 2023 shares
Series 2 Common Stock
Earnings Per Share Basic [Line Items]
Number of shares outstanding in Series 2	0

Net Loss per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Schedule of Antidilutive Securities Outstanding Excluded from Computation of Diluted Weighted-Average Shares Outstanding

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)	2023		2022
Stock options outstanding		5,688		6,064
Restricted stock units		6,689		4,119
Acquisition related compensation (1)		89		2,041
Convertible debt		4,719		4,719
Total potentially dilutive securities		17,185		16,943

(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 $34.0 million to be paid as of June 30, 2023, 89,285 shares were issued in July 2023 as a result of the Bundle transaction. The remaining amount due for Feedonomics, $32.5M was paid in cash and excluded from the above balances as discussed in Note 13, "Subsequent Events".

Summary of Significant Accounting Policies - Schedule of Allowance for Credit Losses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2023	Jun. 30, 2022
Allowance for Credit Loss [Abstract]
Beginning Balance	$ 9,594	$ 9,995	$ 9,995
Provision for expected credit losses	433	1,075	1,508	$ 3,399
Accounts written off	(312)	(1,476)
Ending Balance	$ 9,715	$ 9,594	$ 9,715

Commitments, Contingencies, and Leases

6 Months Ended

Jun. 30, 2023

Commitments Contingencies And Leases [Abstract]

Commitments, Contingencies, and Leases

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.

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 right-of-use asset and lease liability calculation.

Operating and short-term rent expenses was $0.7 million and $1.0 million for the three months ended June 30, 2023 and 2022, respectively, and was $1.5 million and $2.0 million for the six months ended June 30, 2023 and 2022, 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,
	2023		2022

Cash paid for operating lease liabilities	$	1,665	$	2,092

7. Commitments, contingencies, and leases (continued)


Operating lease information	Six months ended June 30,
	2023			2022

Weighted-average remaining lease-term	3.91			5.02
Weighted-average discount rate		5.38	%		5.41	%

The future maturities of operating lease liabilities are as follows:


(in thousands)	June 30, 2023

Remaining six months of 2023	$	1,545
2024		2,957
2025		2,775
2026		2,528
2027		2,133
Thereafter		718
Total minimum lease payments	$	12,656
Less imputed interest		(1,398	)
Total lease liabilities	$	11,258

Restructuring charges

In December of 2022, we executed a plan to reduce our cost structure (the “2022 Restructure”). The 2022 Restructure included workforce reduction initiatives which resulted in $3.6 million of severance and other compensation charges, $3.4 million of which was paid in the first quarter of 2023. Furthermore, we have $0.2 million recorded in other current liabilities as of June 30, 2023, in connection with the 2022 Restructure. We do not expect any more material charges under this plan.

The 2022 Restructure also included the decision to cease using certain leased office space in Texas and to make this office space available for sublease in January 2023. As a result, in 2022, we evaluated the recoverability of our right-of-use assets and determined the carrying values were not fully recoverable. We calculated the impairment by comparing the carrying amount of the asset group to its estimated fair value based on inputs derived from market prices for similar assets. As a result, we impaired $3.7 million in right-of-use assets and have recorded this amount in Restructuring Charges on the accompanying consolidated statements of operations for the previous year ended December 31, 2022. The impairment charge represents the amount by which the carrying value exceeded the estimated fair value of the asset group.

These charges were recorded within the operating expenses on the accompanying consolidated statement of operations.

Stockholders' Equity (Deficit) - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	$ 11,290	$ 10,578	$ 21,777	$ 19,540
Cost of Revenue
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	1,281	978	2,457	1,840
Sales and Marketing
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	3,529	3,523	6,337	6,434
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	3,929	3,029	7,390	5,555
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	$ 2,551	$ 3,048	$ 5,593	$ 5,711

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Subsequent Events

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

13. Subsequent events

In July 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. We made the final payment of $32.5 million in cash under this agreement subsequent to quarter end. In addition, 89,285 shares were issued in July 2023 as a result of the Bundle transaction.

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

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 Securities and Exchange Commission (“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, 2022, which are included in our Annual Report on Form 10-K, filed with the SEC on March 1, 2023. The results of operations for the six months ended June 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any other period.

In December 2022, we had a reduction in force event that eliminated certain positions and changed the reporting hierarchy and job responsibilities for certain people in our general and administrative function. This resulted in the expense related to these individuals being classified as sales and marketing expenses, when previously, they had been classified as general and administrative expense. Certain prior year amounts have been reclassified for consistency with the current year presentation. For the three and six months ended June 30, 2022 we reclassified $1.7 million and $3.2 million, respectively, from general and administrative expenses to sales and marketing expenses.

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.

2. Summary of significant accounting policies (continued)

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, constrained revenue; 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

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)	2023		2022		2023		2022
Revenue:
Americas – U.S.	$	57,546	$	52,760	$	112,355	$	104,260
Americas – other		3,422		2,988		6,773		5,672
EMEA		8,649		6,802		16,633		13,086
APAC		5,826		5,653		11,439		11,235
Total revenue	$	75,443	$	68,203	$	147,200	$	134,253

Property and equipment, net by geographic region was as follows:


	June 30,		December 31,
(in thousands)	2023		2022
Property and equipment, net:
Americas – U.S.	$	9,474	$	8,318
EMEA		525		465
APAC		363		300
Total property and equipment, net	$	10,362	$	9,083

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 as a security deposit for future chargebacks with the online payment processor. 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

2. Summary of significant accounting policies (continued)

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.

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. Agreements with enterprise customers can contain promotional billing periods. Since merchants have full access to the functionality of our platform upon contract execution, and we have enforceable rights to receive payments for the promotional period if the contract is early terminated, revenue is recognized ratably over the contract life. When this occurs, we recognize revenue in advance of invoicing creating an unbilled receivable. In addition, some of our partner and services revenue agreements ("PSR") include substantive minimums where the consideration paid varies over the term of the contract and revenue is recognized ratably over the contract term. 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, 2023 and December 31, 2022 included unbilled receivables of $21.7 million and $19.9 million, respectively. Unbilled receivables at June 30, 2023 and December 31, 2022 includes contract assets related to enterprise subscription solutions of $15.3 million and $15.7 million, and PSR customers of $6.4 million and $4.2 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. The balance of accounts receivable includes accounts that have been invoiced but unpaid, and unbilled amounts, which represents revenues recognized in advance of billing. We analyze both the invoiced accounts receivable portfolio and our unbilled accounts receivable for significant risks, historical collection activity, and an estimate of future collectability to determine the amount that we will ultimately collect. This estimate is analyzed quarterly and adjusted as necessary.

Identified risks pertaining to our invoiced 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. Identified risks pertaining to our subscription unbilled accounts receivable include customer type, customer activity on our platform, historical contract termination rates, and customer delinquency. The estimate of the amount of accounts receivable that may not be collected is based primarily on historical contract termination rates, customer delinquency rates and an assessment of the overall portfolio and general economic conditions. The identified risk related to our unbilled accounts related to our PSR business are current partner engagement and activity, the financial wherewithal of the partner, the partner’s future plans and the ability to execute on the plans, and their liquidity and overall financial position. The estimate of the amount of accounts receivable that may not be collected is based primarily on the specific evaluation of the partner based on current level of engagement with BigCommerce, their overall financial position and general economic conditions.

The allowance for credit losses consisted of the following:


(in thousands)
Balance at December 31, 2022	$	9,995
Provision for expected credit losses		1,075
Accounts written off		(1,476	)
Balance at March 31, 2023		9,594
Provision for expected credit losses		433
Accounts written off		(312	)
Balance at June 30, 2023	$	9,715

The decrease in balance in the provision for credit losses compared to the previous quarter was due to improved collection and billing efforts related to our subscription accounts receivable.

2. Summary of significant accounting policies (continued)

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.

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 ASC-350 are capitalized. As of June 30, 2023, we have capitalized $4.8 million, net of accumulated depreciation of $0.4 million. As of December 31, 2022, software costs capitalized were $2.8 million, net of accumulated depreciation of $0.0 million. Amortization on internally developed software was $0.2 million and $0.0 million for the three months ended June 30, 2023 and 2022, respectively, and was $0.4 million and $0.0 million for the six months ended June 30, 2023 and 2022, respectively.

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.

2. Summary of significant accounting policies (continued)

Acquisition related expenses

Acquisition related expenses consist primarily of cash payments for third-party acquisition costs and other acquisition related expenses. We recognized $4.1 million and $12.5 million in acquisition related expenses during the three months ended June 30, 2023 and 2022, respectively and $8.3 million and $25.2 million for the six months ended June 30, 2023 and 2022 For the three and six months ended June 30, 2023, $4.1 million and $8.3 million in acquisition related expenses were recognized in connection with contingent compensation arrangements entered with our fiscal 2021 acquisitions. We entered into contingent compensation arrangements, in which payments will be made or have been made, as applicable, 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. During the third quarter of fiscal year 2022, the conditions for the first anniversary payment were met and paid. Subsequent to the end of the second fiscal quarter 2023, the conditions for the second anniversary payment were met and paid. See Note 13 for additional information. We accounted 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 intangibles, 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.

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, 2023, 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, when deemed probable.

2. Summary of significant accounting policies (continued)

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.

Restructuring charges

Restructuring charges are comprised of costs incurred as a result of our December 15, 2022 reduction in force as well as an impairment of the right of use asset triggered by our decision to cease using a significant portion of certain leased facilities.

Commitment, Contingencies, and Leases - Schedule of Cash Flow Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Commitments Contingencies And Leases [Abstract]
Cash paid for operating lease liabilities	$ 1,665	$ 2,092

Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Finite Lived Intangible Assets [Line Items]
Gross amount	$ 39,009	$ 39,009
Accumulated amortization	(15,492)	(11,426)
Net carrying amount	23,517	27,583
Developed Technology
Finite Lived Intangible Assets [Line Items]
Gross amount	13,367	13,367
Accumulated amortization	(6,463)	(4,745)
Net carrying amount	$ 6,904	8,622
Definite-lived intangible, weighted average remaining useful life	2 years
Customer Relationship
Finite Lived Intangible Assets [Line Items]
Gross amount	$ 22,525	22,525
Accumulated amortization	(7,727)	(5,734)
Net carrying amount	$ 14,798	16,791
Definite-lived intangible, weighted average remaining useful life	3 years 9 months 18 days
Tradename
Finite Lived Intangible Assets [Line Items]
Gross amount	$ 2,470	2,470
Accumulated amortization	(958)	(711)
Net carrying amount	$ 1,512	1,759
Definite-lived intangible, weighted average remaining useful life	3 years 1 month 6 days
Non-compete Agreement
Finite Lived Intangible Assets [Line Items]
Gross amount	$ 162	162
Accumulated amortization	(105)	(78)
Net carrying amount	$ 57	84
Definite-lived intangible, weighted average remaining useful life	1 year 1 month 6 days
Other Intangible Assets
Finite Lived Intangible Assets [Line Items]
Gross amount	$ 485	485
Accumulated amortization	(239)	(158)
Net carrying amount	$ 246	$ 327
Definite-lived intangible, weighted average remaining useful life	1 year 6 months

Overview

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Overview

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.

Other Liabilities - Components of Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Other Liabilities Disclosure [Abstract]
Sales tax payable	$ 1,911	$ 1,887
Payroll and payroll related expenses	10,702	16,900
Acquisition related compensation	33,063	24,743
Other	4,462	4,914
Other current liabilities	$ 50,138	$ 48,444

Other Liabilities (Tables)

6 Months Ended

Jun. 30, 2023

Other Liabilities Disclosure [Abstract]

Components of Other Current Liabilities

The following table summarizes the components of other current liabilities:


	June 30		December 31,
(in thousands)	2023		2022
Sales tax payable	$	1,911	$	1,887
Payroll and payroll related expenses		10,702		16,900
Acquisition related compensation		33,063		24,743
Other		4,462		4,914
Other current liabilities	$	50,138	$	48,444

Net Loss per Share - Schedule of Antidilutive Securities Outstanding Excluded from Computation of Diluted Weighted-Average Shares Outstanding (Details) - shares shares in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities outstanding excluded from computation of diluted weighted-average shares outstanding	17,185	16,943
Stock Options Outstanding
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities outstanding excluded from computation of diluted weighted-average shares outstanding	5,688	6,064
Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities outstanding excluded from computation of diluted weighted-average shares outstanding	6,689	4,119
Acquisition Related Compensation
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities outstanding excluded from computation of diluted weighted-average shares outstanding	89	2,041
Convertible Debt
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities outstanding excluded from computation of diluted weighted-average shares outstanding	4,719	4,719

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (19,065)	$ (22,120)	$ (39,605)	$ (37,037)	$ (41,185)	$ (76,642)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
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+ Details

Condensed Consolidated Statements of Preferred Stock and Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss
Balance at Dec. 31, 2021	$ 138,288	$ 7	$ 528,540	$ (390,068)	$ (191)
Balance, shares at Dec. 31, 2021		72,311
Proceeds from exercise of stock options	277		277
Proceeds from exercise of stock options, shares		272
Release of restricted stock units, shares		90
Stock-based compensation	8,962		8,962
Total other comprehensive loss	(613)				(613)
Net loss	(37,037)			(37,037)
Balance at Mar. 31, 2022	109,877	$ 7	537,779	(427,105)	(804)
Balance, shares at Mar. 31, 2022		72,673
Balance at Dec. 31, 2021	138,288	$ 7	528,540	(390,068)	(191)
Balance, shares at Dec. 31, 2021		72,311
Net loss	(76,642)
Balance at Jun. 30, 2022	84,979	$ 7	552,752	(466,710)	(1,070)
Balance, shares at Jun. 30, 2022		73,388
Balance at Mar. 31, 2022	109,877	$ 7	537,779	(427,105)	(804)
Balance, shares at Mar. 31, 2022		72,673
Proceeds from exercise of stock options	(219)		(219)
Proceeds from exercise of stock options, shares		208
Release of restricted stock units, shares		248
Issuance of common stock as consideration for an acquisition	4,614		4,614
Issuance of common stock as consideration for an acquisition, shares		259
Stock-based compensation	10,578		10,578
Total other comprehensive loss	(266)				(266)
Net loss	(39,605)			(39,605)
Balance at Jun. 30, 2022	84,979	$ 7	552,752	(466,710)	(1,070)
Balance, shares at Jun. 30, 2022		73,388
Balance at Dec. 31, 2022	45,672	$ 7	576,851	(529,987)	(1,199)
Balance, shares at Dec. 31, 2022		73,945
Proceeds from exercise of stock options	1,103		1,103
Proceeds from exercise of stock options, shares		246
Release of restricted stock units	(1,419)		(1,419)
Release of restricted stock units, shares		396
Stock-based compensation	10,487		10,487
Total other comprehensive loss	717				717
Net loss	(22,120)			(22,120)
Balance at Mar. 31, 2023	34,440	$ 7	587,022	(552,107)	(482)
Balance, shares at Mar. 31, 2023		74,587
Balance at Dec. 31, 2022	45,672	$ 7	576,851	(529,987)	(1,199)
Balance, shares at Dec. 31, 2022		73,945
Net loss	(41,185)
Balance at Jun. 30, 2023	26,920	$ 7	598,657	(571,172)	(572)
Balance, shares at Jun. 30, 2023		75,104
Balance at Mar. 31, 2023	34,440	$ 7	587,022	(552,107)	(482)
Balance, shares at Mar. 31, 2023		74,587
Proceeds from exercise of stock options	1,156		1,156
Proceeds from exercise of stock options, shares		163
Release of restricted stock units	(811)		(811)
Release of restricted stock units, shares		354
Stock-based compensation	11,290		11,290
Total other comprehensive loss	(90)				(90)
Net loss	(19,065)			(19,065)
Balance at Jun. 30, 2023	$ 26,920	$ 7	$ 598,657	$ (571,172)	$ (572)
Balance, shares at Jun. 30, 2023		75,104

Commitment, Contingencies, and Leases - Schedule of Future Maturities of Operating Lease Liabilities (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Commitments Contingencies And Leases [Abstract]
Remaining six months of 2023	$ 1,545
2024	2,957
2025	2,775
2026	2,528
2027	2,133
Thereafter	718
Total minimum lease payments	12,656
Less imputed interest	(1,398)
Total lease liabilities	$ 11,258

Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Debt

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. As of June 30, 2023 and December 31, 2022, no conditions for the notes to convert have been called or met.

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.

2023 Term Debt

In June 2023, we entered into an agreement to finance a software license in the amount of $1.1 million. The borrowing is under this arrangement and the agreement bears interest at 4.4 percent. The principal amount will be paid in eight quarterly installments beginning on July 1, 2023. As of June 30, 2023, we had $1.1 million outstanding under this agreement.

9. Debt (continued)

The net carrying amount of the Notes and Term Debt consists of the following:


(in thousands)	June 30, 2023			December 31, 2022

Convertible debt	$	345,000		$	345,000
Term debt		952			-
Unamortized issuance costs		(6,517	)		(7,503	)
Total debt, net of unamortized issuance costs		339,435			337,497
Less: current portion of long-term debt		(399	)		-
Carrying value, net	$	339,036		$	337,497

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


	Three months ended June 30,				Six months ended June 30,
(in thousands)	2023		2022		2023		2022
Contractual interest expense	$	228	$	216	$	457	$	437
Amortization of issuance costs		494		489		987		977
Total	$	722	$	705	$	1,444	$	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.

2021 Capped Call Transactions

In connection with the pricing of the Notes, we used $35.6 million of the net proceeds from the Notes to enter into privately negotiated capped call transactions (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.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Debt - Summary of Net Carrying Amount of Notes and Term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Convertible debt	$ 345,000	$ 345,000
Term debt	952
Unamortized issuance costs	(6,517)	(7,503)
Total debt, net of unamortized issuance costs	339,435	337,497
Less: current portion of long-term debt	(399)
Carrying value, net	$ 339,036	$ 337,497

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Effective tax rate	(1.11%)	(0.10%)	(1.00%)	(0.20%)
U.S. statutory tax rate	21.00%	21.00%	21.00%	21.00%
Unrecognized Tax Benefits	$ 396		$ 396

Revenue Recognition and Deferred Costs - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Disaggregation Of Revenue [Line Items]
Recognized previously deferred revenue			$ 12,100,000
Amortization of deferred sales commissions estimated period			3 years
Impairment of deferred commissions	$ 0		$ 0		$ 0
Deferred sales commissions	2,500,000	$ 2,500,000	4,200,000	$ 4,400,000
Deferred commission amortization expense	$ 1,700,000	$ 1,200,000	$ 3,300,000	$ 2,300,000
Subscription Solutions \| Minimum
Disaggregation Of Revenue [Line Items]
Contract with customer period			1 year
Subscription Solutions \| Maximum
Disaggregation Of Revenue [Line Items]
Contract with customer period			3 years

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Basis of presentation

Basis of consolidation

Use of estimates

Segment and geographic information

Revenue by geographic region was as follows:


	Three months ended June 30,				Six months ended June 30,
(in thousands)	2023		2022		2023		2022
Revenue:
Americas – U.S.	$	57,546	$	52,760	$	112,355	$	104,260
Americas – other		3,422		2,988		6,773		5,672
EMEA		8,649		6,802		16,633		13,086
APAC		5,826		5,653		11,439		11,235
Total revenue	$	75,443	$	68,203	$	147,200	$	134,253

Property and equipment, net by geographic region was as follows:


	June 30,		December 31,
(in thousands)	2023		2022
Property and equipment, net:
Americas – U.S.	$	9,474	$	8,318
EMEA		525		465
APAC		363		300
Total property and equipment, net	$	10,362	$	9,083

Cash and cash equivalents

Restricted cash

Marketable securities

2. Summary of significant accounting policies (continued)

Accounts receivable

The allowance for credit losses consisted of the following:


(in thousands)
Balance at December 31, 2022	$	9,995
Provision for expected credit losses		1,075
Accounts written off		(1,476	)
Balance at March 31, 2023		9,594
Provision for expected credit losses		433
Accounts written off		(312	)
Balance at June 30, 2023	$	9,715

The decrease in balance in the provision for credit losses compared to the previous quarter was due to improved collection and billing efforts related to our subscription accounts receivable.

Property and equipment

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.

Research and development and internal use software

Leases

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 and acquisition related expenses

Business combinations

2. Summary of significant accounting policies (continued)

Acquisition related expenses

Goodwill and other acquired intangibles, net

Income taxes

Stock-based compensation

Foreign currency

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

Restructuring charges

Revenue Recognition and Deferred Costs

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition and Deferred Costs

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)	2023		2022		2023		2022
Subscription solutions	$	56,135	$	51,285	$	109,943	$	99,272
Partner and services		19,308		16,918		37,257		34,981
Total revenue	$	75,443	$	68,203	$	147,200	$	134,253

Subscription solutions

Subscription solutions revenue consists primarily of platform subscription fees from all plans. It also includes recurring professional services and sales of Secure Sockets Layer (“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, excluding enterprise subscription plans, 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. During the second quarter of fiscal 2023, we adopted a new pricing structure that provided a discount to the contractual price for a period of time in lieu of promotional periods. Prior to this date, enterprise subscription plans included an upfront promotional period in order to incentivize the customer to enter into a subscription arrangement. In both of these scenarios, the total subscription fee is recognized on a straight-line basis over the term of the contract. Revenue recognized in advance of billing is recorded as unbilled accounts receivable. In determining the amount of revenue to be recognized, we determine whether collection of the transaction price is probable. Only amounts deemed probable are recognized as revenue. Key factors in this determination are historical contract termination rates and general economic factors.

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.

3. Revenue recognition and deferred costs (continued)

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.

Partner and services

Our partner and services revenue (“PSR”) includes 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. Revenue 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 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.

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. Judgment is required to determine the SSP for 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. We have determined that our standard list price is our best approximation of SSP.

Contracts with our technology solution partners may 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 commencing when the integration has been completed. 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. Certain agreements contain minimum guarantees of revenue share. These contracts are evaluated to determine if the guaranteed minimum is substantive. If the minimum is deemed substantive, revenue is recognized ratably over the life of the agreement, which results in a contract asset that is included in unbilled receivables. 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.

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.

3. Revenue recognition and deferred costs (continued)

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 $12.1 million of previously deferred revenue during the six months ended June 30, 2023.

The net increase in the deferred revenue balance for the six months ended June 30, 2023 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, 2023, we had $133.2 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 60% of the remaining performance obligations as revenue in the following 12-month period, and the remaining balance in the periods thereafter.

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 not recognize an impairment of deferred commissions during the three and six months ended June 30, 2023 and the year ended December 31, 2022.

Sales commissions of $2.5 million and $2.5 million were deferred for the three months ended June 30, 2023 and 2022, respectively; and deferred commission amortization expense was $1.7 million and $1.2 million for the three months ended June 30, 2023 and 2022, respectively. Sales commissions of $4.2 million and $4.4 million were deferred for the six months ended June 30, 2023 and 2022, respectively; and deferred commission amortization expense was $3.3 million and $2.3 million for the six months ended June 30, 2023 and 2022, respectively.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenue	$ 75,443	$ 68,203	$ 147,200	$ 134,253
Cost of revenue	18,756	16,860	36,202	33,963
Gross profit	56,687	51,343	110,998	100,290
Operating expenses:
Sales and marketing	35,593	36,033	69,645	69,672
Research and development	21,403	22,394	42,248	43,339
General and administrative	14,428	17,526	30,922	33,372
Acquisition related expenses	4,125	12,521	8,250	25,181
Restructuring charges			420
Amortization of intangible assets	2,033	2,009	4,066	4,046
Total operating expenses	77,582	90,483	155,551	175,610
Loss from operations	(20,895)	(39,140)	(44,553)	(75,320)
Interest income	2,825	577	5,251	699
Interest expense	(722)	(705)	(1,444)	(1,414)
Other expense	(63)	(297)	(32)	(452)
Loss before provision for income taxes	(18,855)	(39,565)	(40,778)	(76,487)
Provision for income taxes	210	40	407	155
Net loss	$ (19,065)	$ (39,605)	$ (41,185)	$ (76,642)
Basic net loss per share	$ (0.25)	$ (0.54)	$ (0.55)	$ (1.05)
Diluted net loss per share	$ (0.25)	$ (0.54)	$ (0.55)	$ (1.05)
Shares used to compute basic net loss per share	74,790	73,084	74,468	72,782
Shares used to compute diluted net loss per share	74,790	73,084	74,468	72,782

Revenue Recognition and Deferred Costs - Additional Information (Details 1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-07-25 $ in Millions	6 Months Ended
	Jun. 30, 2023 USD ($)
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Remaining performance obligations	$ 133.2
Remaining performance obligations, percentage	60.00%
Remaining performance obligations, satisfaction period	12 months
Revenue, expected recognition period, explanation	We expect to recognize approximately 60% of the remaining performance obligations as revenue in the following 12-month period, and the remaining balance in the periods thereafter.

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Schedule of Revenue by Geographic Region

Revenue by geographic region was as follows:


	Three months ended June 30,				Six months ended June 30,
(in thousands)	2023		2022		2023		2022
Revenue:
Americas – U.S.	$	57,546	$	52,760	$	112,355	$	104,260
Americas – other		3,422		2,988		6,773		5,672
EMEA		8,649		6,802		16,633		13,086
APAC		5,826		5,653		11,439		11,235
Total revenue	$	75,443	$	68,203	$	147,200	$	134,253

Schedule of Property and Equipment, Net by Geographic Region

Property and equipment, net by geographic region was as follows:


	June 30,		December 31,
(in thousands)	2023		2022
Property and equipment, net:
Americas – U.S.	$	9,474	$	8,318
EMEA		525		465
APAC		363		300
Total property and equipment, net	$	10,362	$	9,083

Schedule of Allowance for Credit Losses

The allowance for credit losses consisted of the following:


(in thousands)
Balance at December 31, 2022	$	9,995
Provision for expected credit losses		1,075
Accounts written off		(1,476	)
Balance at March 31, 2023		9,594
Provision for expected credit losses		433
Accounts written off		(312	)
Balance at June 30, 2023	$	9,715

Schedule of Estimated Useful Lives of Property and Equipment

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

Goodwill and Intangible Assets - Schedule of Expected Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Remaining six months of 2023	$ 4,066
2024	7,997
2025	6,308
2026	3,429
2027	1,717
Net carrying amount	$ 23,517	$ 27,583

Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details)	Jun. 30, 2023
Computer Equipment
Property Plant And Equipment [Line Items]
Estimated useful lives of property and equipment	3 years
Computer Software
Property Plant And Equipment [Line Items]
Estimated useful lives of property and equipment	3 years
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Estimated useful lives of property and equipment	5 years
Leasehold Improvements \| Minimum
Property Plant And Equipment [Line Items]
Estimated useful lives of property and equipment	1 year
Leasehold Improvements \| Maximum
Property Plant And Equipment [Line Items]
Estimated useful lives of property and equipment	10 years

Revenue Recognition and Deferred Costs - Schedule of Disaggregate Revenue by Major Source (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation Of Revenue [Line Items]
Total revenue	$ 75,443	$ 68,203	$ 147,200	$ 134,253
Subscription Solutions
Disaggregation Of Revenue [Line Items]
Total revenue	56,135	51,285	109,943	99,272
Partner and Services
Disaggregation Of Revenue [Line Items]
Total revenue	$ 19,308	$ 16,918	$ 37,257	$ 34,981

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Debt (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Summary of Net Carrying Amount of Notes and Term Debt

The net carrying amount of the Notes and Term Debt consists of the following:


(in thousands)	June 30, 2023			December 31, 2022

Convertible debt	$	345,000		$	345,000
Term debt		952			-
Unamortized issuance costs		(6,517	)		(7,503	)
Total debt, net of unamortized issuance costs		339,435			337,497
Less: current portion of long-term debt		(399	)		-
Carrying value, net	$	339,036		$	337,497

Summary of Total Interest Expense Recognized Related to Notes and Term Debt

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


	Three months ended June 30,				Six months ended June 30,
(in thousands)	2023		2022		2023		2022
Contractual interest expense	$	228	$	216	$	457	$	437
Amortization of issuance costs		494		489		987		977
Total	$	722	$	705	$	1,444	$	1,414

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
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-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

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-URI https://asc.fasb.org//1943274/2147482925/835-30-45-2

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+ Details

Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended	6 Months Ended
	Apr. 25, 2022	Jul. 31, 2023	Dec. 31, 2022	Jun. 30, 2022
Subsequent Event [Line Items]
Final payment to acquire business				$ 696
Feedonomics LLC \| Post-Acquisition Services \| Subsequent Event
Subsequent Event [Line Items]
Final payment to acquire business		$ 32,500
Bundle
Subsequent Event [Line Items]
Final payment to acquire business	$ 800
Business combination, shares issued			87,865
Bundle \| Subsequent Event
Subsequent Event [Line Items]
Business combination, shares issued		89,285

Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

Intangible assets consists of the following:


(in thousands)	June 30, 2023							December 31, 2022							Weighted average remaining useful life as of June 30, 2023 (in years)
	Gross amount		Accumulated amortization			Net carrying amount		Gross amount		Accumulated amortization			Net carrying amount
Developed technology	$	13,367	$	(6,463	)	$	6,904	$	13,367	$	(4,745	)	$	8,622		2.0
Customer relationship		22,525		(7,727	)		14,798		22,525		(5,734	)		16,791		3.8
Tradename		2,470		(958	)		1,512		2,470		(711	)		1,759		3.1
Non-compete agreement		162		(105	)		57		162		(78	)		84		1.1
Other intangibles		485		(239	)		246		485		(158	)		327		1.5
Total intangible assets	$	39,009	$	(15,492	)	$	23,517	$	39,009	$	(11,426	)	$	27,583

Schedule of Expected Amortization Expense for Intangible Assets

As of June 30, 2023, expected amortization expense for intangible assets was as follows:


(in thousands)	June 30, 2023

Remaining six months of 2023	$	4,066
2024		7,997
2025		6,308
2026		3,429
2027		1,717
Thereafter		—
Total	$	23,517

Summary of Significant Accounting Policies - Schedule of Revenue by Geographic Region (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenues From External Customers And Long Lived Assets [Line Items]
Total revenue	$ 75,443	$ 68,203	$ 147,200	$ 134,253
Americas - U.S.
Revenues From External Customers And Long Lived Assets [Line Items]
Total revenue	57,546	52,760	112,355	104,260
Americas - other
Revenues From External Customers And Long Lived Assets [Line Items]
Total revenue	3,422	2,988	6,773	5,672
EMEA
Revenues From External Customers And Long Lived Assets [Line Items]
Total revenue	8,649	6,802	16,633	13,086
APAC
Revenues From External Customers And Long Lived Assets [Line Items]
Total revenue	$ 5,826	$ 5,653	$ 11,439	$ 11,235

- Definition

+ References

+ Details

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 74,517	$ 91,573
Restricted cash	1,114	1,457
Marketable securities	222,890	211,941
Accounts receivable, net	52,151	51,899
Prepaid expenses and other assets	13,455	11,206
Deferred commissions	6,995	6,171
Total current assets	371,122	374,247
Property and equipment, net	10,362	9,083
Operating lease, right-of-use-assets	5,042	5,887
Prepaid expenses and other assets, net of current portion	728	470
Deferred commissions, net of current portion	6,985	7,037
Intangible assets, net	23,517	27,583
Goodwill	49,749	49,749
Total assets	467,505	474,056
Current liabilities
Accounts payable	6,485	7,013
Accrued liabilities	3,673	2,937
Deferred revenue	28,245	17,783
Current portion of long-term debt	399
Current portion of operating lease liabilities	2,563	2,609
Other current liabilities	50,138	48,444
Total current liabilities	91,503	78,786
Deferred revenue, net of current portion	712	1,759
Long-term debt	339,036	337,497
Operating lease liabilities, net of current portion	8,695	10,008
Other long-term liabilities, net of current portion	639	334
Total liabilities	440,585	428,384
Commitments and contingencies (Note 7)
Stockholders’ equity
Preferred stock, $0.0001 par value; 10,000 shares authorized at June 30, 2023 and December 31, 2022; 0 shares issued and outstanding, at June 30, 2023 and December 31, 2022
Common stock, $0.0001 par value; 500,000 shares Series 1 authorized at June 30, 2023 and December 31, 2022; 75,104 and 73,945 shares Series 1 issued and outstanding at June 30, 2023 and December 31, 2022, respectively	7	7
Additional paid-in capital	598,657	576,851
Accumulated other comprehensive loss	(572)	(1,199)
Accumulated deficit	(571,172)	(529,987)
Total stockholders’ equity	26,920	45,672
Total liabilities and stockholders’ equity	$ 467,505	$ 474,056

Fair Value Measurements, Cash Equivalents and Marketable Securities

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements, Cash Equivalents and Marketable Securities

4. Fair value measurements, cash equivalents and marketable securities

Financial instruments carried at fair value include cash and cash equivalents, restricted cash and marketable securities. 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, 2023
(in thousands)	(Level 1)		(Level 2)		(Level 3)		Total
Financial assets:
Money market funds	$	42,591	$	—	$	—	$	42,591
U.S. treasury securities		52,305		—		—		52,305
Corporate securities		—		170,585		—		170,585
Total financial assets	$	94,896	$	170,585	$	—	$	265,481


	As of December 31, 2022
(in thousands)	(Level 1)		(Level 2)		(Level 3)		Total
Financial assets:
Money market funds	$	68,129	$	—	$	—	$	68,129
U.S. treasury securities		72,577		—		—		72,577
Corporate securities		—		139,364		—		139,364
Total financial assets	$	140,706	$	139,364	$	—	$	280,070

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, 2023
(in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Cash equivalents:
Money market funds	$	42,591		—		—		$	42,591
Marketable securities:
U.S. treasury securities	$	52,410		—		(105	)	$	52,305
Corporate securities	$	171,068		—		(483	)	$	170,585


	As of December 31, 2022
(in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Cash equivalents:
Money market funds	$	68,194		—		(65	)	$	68,129
Marketable securities:
U.S. treasury securities	$	73,208		—		(631	)	$	72,577
Corporate securities	$	139,932		—		(568	)	$	139,364

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 $272.1 million as of June 30, 2023. 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.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Commitment, Contingencies, and Leases - Schedule of Operating Lease Information (Details)	Jun. 30, 2023	Jun. 30, 2022
Commitments Contingencies And Leases [Abstract]
Weighted-average remaining lease-term	3 years 10 months 28 days	5 years 7 days
Weighted-average discount rate	5.38%	5.41%

Stockholders' Equity (Deficit) - Additional Information (Details)	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Class Of Stock [Line Items]
Stock options granted \| shares	729,323
Weighted average exercise price of stock options granted \| $ / shares	$ 10.25
Fair value assumptions, expected term	6 years 1 month 6 days
Fair value assumptions, expected volatility rate	67.00%
Fair value assumptions, risk-free interest rate	4.10%
Fair value assumptions, expected dividend yield	0.00%
Awards granted to employees, fair value per share \| $ / shares	$ 9.68
Restricted Stock Units
Class Of Stock [Line Items]
Awards granted to employees \| shares	2,097,294
Weighted-average requisite service period	4 years

Income Taxes

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

11. Income taxes

In accordance with applicable accounting guidance, the income tax expense for the three months ended June 30, 2023 is based on the estimated annual effective tax rate for calendar year 2023. 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 income taxes reflected an effective tax rate of (1.11)% and (0.10)% for the three months ended June 30, 2023 and 2022, respectively. For the six month period ending June 30, 2023 and 2022 we had an effective tax rate of (1.00)% and (0.20)%.

For the three and six months periods ended June 30, 2023 and 2022, our effective tax rate was lower than the U.S. federal statutory rate of 21% primarily due to our valuation allowance offsetting the benefits of losses. Our current income tax expenses and benefits consist primarily of state current income tax expense, deferred income tax expense relating to the tax amortization of acquired goodwill and current income tax expense from foreign operations.

To date, we have provided a valuation allowance against most of our deferred tax assets as we believe the objective and verifiable evidence of our historical pretax net losses outweighs any positive evidence of our forecasted future results. We will continue to monitor the positive and negative evidence, and will adjust the valuation allowance as sufficient objective positive evidence becomes available.

As of June 30, 2023, we had $396 thousand in uncertain tax positions representing no increase from the balance on December 31, 2022. Operating losses generated in years prior to 2018 remain open to adjustment until the statute of limitations closes for the tax year in which the net operating losses are utilized. Tax years 2018 through 2021 generally remain open to examination by the major taxing jurisdictions to which we are subject. We are currently not under audit by any taxing jurisdiction.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Net Loss per Share - Schedule of Antidilutive Securities Outstanding Excluded from Computation of Diluted Weighted-Average Shares Outstanding (Parenthetical) (Details) (Parenthetical) (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended	6 Months Ended
	Jul. 31, 2023	Dec. 31, 2022	Jun. 30, 2023
Bundle
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Business combination, shares issued		87,865
Bundle \| Subsequent Event
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Business combination, shares issued	89,285
Post-Acquisition Services \| Feedonomics and B2B Ninja
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Businesses acquisition price to be paid			$ 34.0
Post-Acquisition Services \| Feedonomics LLC \| Subsequent Event
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Businesses acquisition price	$ 32.5
Post-Acquisition Services \| Bundle
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Business combination contingent compensation			$ 1.5

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment of goodwill			$ 0	$ 0
Amortization of intangible assets	$ 2,033,000	$ 2,009,000	$ 4,066,000	$ 4,046,000

Commitments, Contingencies, and Leases (Tables)

6 Months Ended

Jun. 30, 2023

Commitments Contingencies And Leases [Abstract]

Supplemental Lease Information

Supplemental lease information


Cash flow information (in thousands)	Six months ended June 30,
	2023		2022

Cash paid for operating lease liabilities	$	1,665	$	2,092


Operating lease information	Six months ended June 30,
	2023			2022

Weighted-average remaining lease-term	3.91			5.02
Weighted-average discount rate		5.38	%		5.41	%

Schedule of Future Maturities of Operating Lease Liabilities

The future maturities of operating lease liabilities are as follows:


(in thousands)	June 30, 2023

Remaining six months of 2023	$	1,545
2024		2,957
2025		2,775
2026		2,528
2027		2,133
Thereafter		718
Total minimum lease payments	$	12,656
Less imputed interest		(1,398	)
Total lease liabilities	$	11,258

Fair Value Measurements, Cash Equivalents and Marketable Securities - Additional Information (Details) - 0.25% Senior Notes Due 2026 - USD ($) $ in Millions	Jun. 30, 2023	Sep. 30, 2021
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Aggregate principal amount of notes issued		$ 345.0
Debt instrument, interest rate		0.25%
Estimated fair value of notes issued	$ 272.1

Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

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.

Goodwill amounts are not amortized but tested for impairment on an annual basis. There was no impairment of goodwill as of June 30, 2023 and 2022.

Intangible assets are amortized on a straight-line basis over the useful life. Intangible assets amortization was $2.0 million and $2.0 million for the three months ended June 30, 2023 and 2022, respectively and was $4.1 million and $4.0 million for the six months ended June 30, 2023 and 2022, respectively.

6. Goodwill and intangible assets (continued)

Intangible assets consists of the following:


(in thousands)	June 30, 2023							December 31, 2022							Weighted average remaining useful life as of June 30, 2023 (in years)
	Gross amount		Accumulated amortization			Net carrying amount		Gross amount		Accumulated amortization			Net carrying amount
Developed technology	$	13,367	$	(6,463	)	$	6,904	$	13,367	$	(4,745	)	$	8,622		2.0
Customer relationship		22,525		(7,727	)		14,798		22,525		(5,734	)		16,791		3.8
Tradename		2,470		(958	)		1,512		2,470		(711	)		1,759		3.1
Non-compete agreement		162		(105	)		57		162		(78	)		84		1.1
Other intangibles		485		(239	)		246		485		(158	)		327		1.5
Total intangible assets	$	39,009	$	(15,492	)	$	23,517	$	39,009	$	(11,426	)	$	27,583

As of June 30, 2023, expected amortization expense for intangible assets was as follows:


(in thousands)	June 30, 2023

Remaining six months of 2023	$	4,066
2024		7,997
2025		6,308
2026		3,429
2027		1,717
Thereafter		—
Total	$	23,517

Business Combinations - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Apr. 25, 2022	Sep. 30, 2023	Dec. 31, 2022	Jun. 30, 2022
Business Acquisition [Line Items]
Payments to acquire businesses, gross				$ 696
Bundle
Business Acquisition [Line Items]
Total purchase price	$ 7,700
Business acquisition date	Apr. 25, 2022
Business combination, issuance of common stock	$ 4,600
Payments to acquire businesses, gross	800
Business combination escrow amount	900
Contingent consideration	1,400
Amount of migration of old merchants to updated plans	$ 700
Period of migration of old merchants to updated plans	6 months
Amount of ongoing performance measures	$ 700
Period of ongoing performance measures	12 months
Shares issued for satisfying contingent consideration subject to milestones achieved			87,865
Developed technology	$ 400
Goodwill not expected to be deductible for tax purposes	$ 7,300
Bundle \| Scenario Forecast
Business Acquisition [Line Items]
Shares issued for satisfying contingent consideration subject to milestones achieved		89,285
Bundle \| Developed Technology
Business Acquisition [Line Items]
Estimated useful lives of intangible assets	4 years

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Summary Of Significant Accounting Policies [Line Items]
Accounts receivable including unbilled receivables	$ 21,700		$ 21,700		$ 19,900
Software development costs	4,800		4,800		2,800
Software development accumulated depreciation	400		400		0
Amortization on internally developed software	200	$ 0	$ 400	$ 0
First contingent compensation arrangement payments over the service period			12 months
Second contingent compensation arrangement payments over the service period			24 months
Acquisition related expenses	4,125	12,521	$ 8,250	25,181
Business combination compensation expense related to contingent compensation	4,100		8,300
General and administrative	14,428	17,526	30,922	33,372
Sales and marketing	35,593	36,033	69,645	69,672
Revision of Prior Period, Reclassification, Adjustment
Summary Of Significant Accounting Policies [Line Items]
General and administrative		$ (1,700)
Sales and marketing				$ 3,200
Enterprise Subscription Solutions
Summary Of Significant Accounting Policies [Line Items]
Unbilled receivables including contract assets	15,300		15,300		15,700
PSR Customers
Summary Of Significant Accounting Policies [Line Items]
Unbilled receivables including contract assets	$ 6,400		$ 6,400		$ 4,200
Minimum
Summary Of Significant Accounting Policies [Line Items]
Account receivable payment terms			due immediately
Maximum
Summary Of Significant Accounting Policies [Line Items]
Account receivable payment terms			due within 90 days
Measurement period from acquisition date			1 year

Insider Trading Arrangements	6 Months Ended
Insider Trading Arrangements	Jun. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Net Loss per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Net Loss per Share

12. Net loss per share

Net loss per share

Basic net loss per share is computed by dividing net loss by the number of shares of common stock outstanding for the period. Because we have reported a net loss for the three months ended June 30, 2023, and 2022, the number of shares used to calculate diluted net loss per share is the same as the number of shares used to calculate basic net loss per share 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, 2023. Series 1 common stock is referred to as common stock throughout, unless otherwise noted.


	As of June 30,
(in thousands)	2023		2022
Stock options outstanding		5,688		6,064
Restricted stock units		6,689		4,119
Acquisition related compensation (1)		89		2,041
Convertible debt		4,719		4,719
Total potentially dilutive securities		17,185		16,943

(1)

Summary of Significant Accounting Policies - Schedule of Property and Equipment, Net by Geographic Region (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Revenues From External Customers And Long Lived Assets [Line Items]
Total property and equipment, net	$ 10,362	$ 9,083
Americas - U.S.
Revenues From External Customers And Long Lived Assets [Line Items]
Total property and equipment, net	9,474	8,318
EMEA
Revenues From External Customers And Long Lived Assets [Line Items]
Total property and equipment, net	525	465
APAC
Revenues From External Customers And Long Lived Assets [Line Items]
Total property and equipment, net	$ 363	$ 300

Stockholders' Equity (Deficit)

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Stockholders' Equity (Deficit)

10. Stockholders’ equity (deficit)

Equity Incentive Plans – Stock Options

During the six months ended June 30, 2023, we granted an aggregate of 729,323 shares of stock options, with a weighted average exercise price of $10.25 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 67%, (iii) risk-free interest rate 4.1% and (iv) expected dividend yield of 0%.

Restricted Stock Units

During the six months ended June 30, 2023, we granted an aggregate of 2,097,294 RSUs with a weighted grant-date fair value of $9.68. The RSUs vest over the requisite service period of 4 years from the date of grant, subject to the continued employment of the employees.

10. Stockholders’ equity (deficit) (continued)

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)	2023	2022	2023	2022
Cost of revenue	$1,281	$978	$2,457	$1,840
Sales and marketing	3,529	3,523	6,337	6,434
Research and development	3,929	3,029	7,390	5,555
General and administrative	2,551	3,048	5,593	5,711
Total stock-based compensation expense	$11,290	$10,578	$21,777	$19,540

Fair Value Measurements, Cash Equivalents and Marketable Securities (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Estimated Fair Value of Our Cash Equivalents and Marketable Securities

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


	As of June 30, 2023
(in thousands)	(Level 1)		(Level 2)		(Level 3)		Total
Financial assets:
Money market funds	$	42,591	$	—	$	—	$	42,591
U.S. treasury securities		52,305		—		—		52,305
Corporate securities		—		170,585		—		170,585
Total financial assets	$	94,896	$	170,585	$	—	$	265,481


	As of December 31, 2022
(in thousands)	(Level 1)		(Level 2)		(Level 3)		Total
Financial assets:
Money market funds	$	68,129	$	—	$	—	$	68,129
U.S. treasury securities		72,577		—		—		72,577
Corporate securities		—		139,364		—		139,364
Total financial assets	$	140,706	$	139,364	$	—	$	280,070

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, 2023
(in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Cash equivalents:
Money market funds	$	42,591		—		—		$	42,591
Marketable securities:
U.S. treasury securities	$	52,410		—		(105	)	$	52,305
Corporate securities	$	171,068		—		(483	)	$	170,585


	As of December 31, 2022
(in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Cash equivalents:
Money market funds	$	68,194		—		(65	)	$	68,129
Marketable securities:
U.S. treasury securities	$	73,208		—		(631	)	$	72,577
Corporate securities	$	139,932		—		(568	)	$	139,364

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (19,065)	$ (39,605)	$ (41,185)	$ (76,642)
Other comprehensive income (loss):
Net unrealized gain (loss) on marketable debt securities	(90)	(266)	627	(879)
Total comprehensive loss	$ (19,155)	$ (39,871)	$ (40,558)	$ (77,521)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Revenue Recognition and Deferred Costs (Tables)

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregate Revenue by Major Source

The following table disaggregates our revenue by major source:


	Three months ended June 30,				Six months ended June 30,
(in thousands)	2023		2022		2023		2022
Subscription solutions	$	56,135	$	51,285	$	109,943	$	99,272
Partner and services		19,308		16,918		37,257		34,981
Total revenue	$	75,443	$	68,203	$	147,200	$	134,253

Document and Entity Information	6 Months Ended
Document and Entity Information	Jun. 30, 2023 shares
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Entity Registrant Name	BigCommerce Holdings, Inc.
Entity Central Index Key	0001626450
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Entity File Number	001-39423
Entity Tax Identification Number	46-2707656
Entity Address Address Line1	11305 Four Points DriveBuilding II, Suite 100
Entity Address City Or Town	Austin
Entity Address State Or Province	TX
Entity Interactive Data Current	Yes
Entity Address Postal Zip Code	78726
City Area Code	512
Local Phone Number	865-4500
Entity Incorporation State Country Code	DE
Entity Common Stock, Shares Outstanding	75,064,255
Security12b Title	Series 1 common stock, $0.0001 par value per share
Trading Symbol	BIGC
Security Exchange Name	NASDAQ

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Series 1 Common Stock
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	75,104,000	73,945,000
Common stock, shares outstanding	75,104,000	73,945,000

Overview - Additional Information (Details)	6 Months Ended
Overview - Additional Information (Details)	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Entity incorporation date	Feb. 28, 2013

Commitment, Contingencies, and Leases - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Commitments Contingencies And Leases [Line Items]
Operating lease, expiration year			2028
Operating and short-term rent expense	$ 700,000	$ 1,000,000	$ 1,500,000	$ 2,000,000
Severance and other compensation charges			3,600,000
Severance and other compensation charges paid	$ 3,400,000
Restructuring charges			420,000
Other Current Liabilities
Commitments Contingencies And Leases [Line Items]
Restructuring charges			200,000
Restructuring Charges
Commitments Contingencies And Leases [Line Items]
Impaired on right-of-use assets			$ 3,700

Debt - Additional Information (Details)		1 Months Ended	6 Months Ended
Debt - Additional Information (Details)	Sep. 09, 2021 USD ($) $ / shares	Sep. 30, 2021 USD ($) Days $ / shares shares	Jun. 30, 2023 USD ($)
0.25% Convertible Senior Notes Due 2026
Debt Instrument [Line Items]
Debt principal amount		$ 345,000,000.0
Debt instrument, interest rate		0.25%
Net proceeds from sale of convertible senior notes		$ 335,000,000.0
Debt instrument, frequency of periodic payment			semi-annually
Debt instrument, payment terms			semi-annually in arrears on April 1 and October 1 of each year
Debt instrument, maturity date		Oct. 01, 2026
Debt instrument, convertible trading days \| Days		20
Debt instrument, convertible consecutive trading days \| Days		30
Principal amount of each convertible note		$ 1,000
Conversion of debt to shares \| shares		13.6783
Debt instrument, principal amount converted		$ 1,000
Debt instrument, initial conversion price \| $ / shares		$ 73.11
Debt instrument, effective interest rate		0.84%
Transaction costs attributable to issuance of notes		$ 10,000,000.0
0.25% Convertible Senior Notes Due 2026 \| 2021 Capped Call Transactions
Debt Instrument [Line Items]
Net proceeds from notes used for capped call transactions	$ 35,600,000
Initial cap price of capped call transactions \| $ / shares	106.34
Percentage of premium of cap price over last reported sale price per common share	100.00%
Sale price of common stock per share \| $ / shares	$ 53.17
0.25% Convertible Senior Notes Due 2026 \| Minimum
Debt Instrument [Line Items]
Debt principal amount		$ 150,000,000.0
0.25% Convertible Senior Notes Due 2026 \| Minimum \| 20 Trading Days Period
Debt Instrument [Line Items]
Debt instrument, conversion price percentage		130.00%
0.25% Convertible Senior Notes Due 2026 \| Maximum \| 10 Trading Days Period
Debt Instrument [Line Items]
Debt instrument, conversion price percentage		98.00%
2023 Term Debt \| Software license
Debt Instrument [Line Items]
Debt principal amount			$ 1,100,000
Debt instrument, interest rate			4.40%
Debt instrument, outstanding amount			$ 1,100,000
Debt instrument, payment terms			The principal amount will be paid in eight quarterly installments beginning on July 1, 2023.

Other Liabilities

6 Months Ended

Jun. 30, 2023

Other Liabilities Disclosure [Abstract]

Other Liabilities

8. Other liabilities

The following table summarizes the components of other current liabilities:


	June 30		December 31,
(in thousands)	2023		2022
Sales tax payable	$	1,911	$	1,887
Payroll and payroll related expenses		10,702		16,900
Acquisition related compensation		33,063		24,743
Other		4,462		4,914
Other current liabilities	$	50,138	$	48,444