UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in charter)
|
|
|||
(State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification Number) |
(Address of principal executive offices, including zip code)
(
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
Item 2.02 Results of Operations and Financial Condition.
On February 22, 2024, BigCommerce Holdings, Inc. (the “Company”) issued a press release announcing financial results for its fiscal quarter and fiscal year ended December 31, 2023. The press release contains forward-looking statements regarding the Company, and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated. A copy of the press release issued February 22, 2024 is furnished herewith as Exhibit 99.1.
The information set forth in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as otherwise stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
|
|
Exhibit No. |
|
Description |
99.1 |
|
Press Release issued by BigCommerce Holdings, Inc. dated February 22, 2024. |
104 |
|
Cover page interactive data file (embedded within the inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
BigCommerce Holdings, Inc. |
|
|
|
|
|
|
|
Date: February 22, 2024 |
By: |
/s/ Hubert Ban |
|
|
Hubert Ban |
|
|
Senior Vice President (Principal Accounting Officer)
|
Exhibit 99.1
BigCommerce Announces Fourth Quarter and Fiscal Year 2023 Financial Results
Fourth Quarter Total Revenue of $84.1 Million, an Increase of 16% Versus Prior Year; Fourth Quarter GAAP Net Loss ($3.2) Million, Compared to a Loss of ($33.0) Million Versus Prior Year; Fourth Quarter Adjusted EBITDA of $6.5 Million, a 20-point Increase in Adjusted EBITDA Versus Prior Year; Operating Cash Flow of $13.3 Million
AUSTIN, Texas – February 22, 2024 – BigCommerce Holdings, Inc. (“BigCommerce”) (Nasdaq: BIGC), a leading Open SaaS ecommerce platform for fast-growing and established B2C and B2B brands, today announced financial results for its fourth quarter and fiscal year ended December 31, 2023.
“One year ago, we set a goal to hit break-even on an adjusted EBITDA basis in Q4 2023. We exceeded that goal with adjusted EBITDA of $6.5 million, or approximately 8% of revenue, representing a nearly 20-point profit margin improvement in the last year,” said Brent Bellm. “In 2024, we are relentlessly focused on customer success and delivering industry-leading products and service to our customers and partners. We aspire to become the most loved ecommerce platform in the world. Our innovations in AI and the recent launch of our next generation Catalyst storefront technology demonstrate our commitment to driving performance and success for B2C and B2B brands and retailers around the world.”
“We have executed a notable financial transformation over the last several quarters,” said Daniel Lentz, CFO at BigCommerce. “In addition to the significant improvement in profitability, we have made strong progress to drive positive operating cash flow of approximately $13 million, growing to 16% of revenue in Q4. We are seeing success from our Q3 2023 restructuring and 2024 financial plan. Cross-sell results are improving, retention is improving, and we continue to see healthy competitive win rates as well. We are optimistic about our 2024 plans and are focused on driving efficient revenue growth.”
Fourth Quarter Financial Highlights:
Other Key Business Metrics
Exhibit 99.1
.
Operating Loss and Non-GAAP Operating Income (Loss)
Net Income (Loss) and Earnings Per Share
Adjusted EBITDA
Cash
Fiscal Year 2023 Financial Highlights:
Operating Loss and Non-GAAP Operating Income (Loss)
Net Income (Loss) and Earnings Per Share
Exhibit 99.1
Adjusted EBITDA
Cash
Business Highlights:
Corporate Highlights
Product Highlights
Exhibit 99.1
Customer Highlights
Partner Highlights
Q1 and 2024 Financial Outlook:
For the first quarter of 2024, we currently expect:
For the full year 2024, we currently expect:
Exhibit 99.1
Our first quarter and 2024 financial outlook is based on a number of assumptions that are subject to change and many of which are outside our control. If actual results vary from these assumptions, our expectations may change. There can be no assurance that we will achieve these results.
We do not provide guidance for operating loss, the most directly comparable GAAP measure to Non-GAAP operating loss, and similarly cannot provide a reconciliation between its forecasted Non-GAAP operating loss and Non-GAAP net loss per share and these comparable GAAP measures without unreasonable effort due to the unavailability of reliable estimates for certain items. These items are not within our control and may vary greatly between periods and could significantly impact future financial results.
Conference Call Information
BigCommerce will host a conference call and webcast at 7:00 a.m. CT (8:00 a.m. ET) on Thursday, February 22, 2024, to discuss its financial results and business highlights. The conference call can be accessed by dialing (833) 634-1254 from the United States and Canada or (412) 317-6012 internationally and requesting to join the “BigCommerce conference call.” The live webcast of the conference call and other materials related to BigCommerce’s financial performance can be accessed from BigCommerce’s investor relations website at http://investors.bigcommerce.com.
Following the completion of the call through 11:59 p.m. ET on Thursday, February 29, 2024, a telephone replay will be available by dialing (877) 344-7529 from the United States, (855) 669-9658 from Canada or (412) 317-0088 internationally with conference ID 8007317. A webcast replay will also be available at http://investors.bigcommerce.com for 12 months.
About BigCommerce
BigCommerce (Nasdaq: BIGC) is a leading open SaaS and composable ecommerce platform that empowers brands and retailers of all sizes to build, innovate and grow their businesses online. BigCommerce provides its customers sophisticated enterprise-grade functionality, customization and performance with simplicity and ease-of-use. Tens of thousands of B2C and B2B companies across 150 countries and numerous industries rely on BigCommerce, including Burrow, Coldwater Creek, Francesca’s, Harvey Nichols, King Arthur Baking Co., MKM Building Supplies, Ted Baker, United Aqua Group and Uplift Desk. For more information, please visit www.bigcommerce.com or follow us on X and LinkedIn.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “outlook,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “can,” “predict,” “potential,” “strategy, “target,” “explore,” “continue,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. However, not all forward-looking statements contain these identifying words. These statements may relate to our market size and growth strategy, our estimated and projected costs, margins, revenue, expenditures and customer and financial growth rates, our Q1and 2024 financial outlook, our plans and objectives for future operations, growth, initiatives or strategies. By their nature, these statements are subject to numerous uncertainties and risks, including factors beyond our control, that could cause actual results, performance or achievement to differ materially and adversely from those anticipated or implied in the forward-looking statements. These assumptions, uncertainties and risks include that, among others, our business would be harmed by any decline in new customers, renewals or upgrades, our limited operating history makes it difficult to evaluate our prospects and future results of operations, we operate in competitive markets, we may not be able to sustain our revenue growth rate in the future, our business would be harmed by any significant interruptions, delays or outages in services from our platform or certain social media platforms, and a cybersecurity-related attack, significant data
Exhibit 99.1
breach or disruption of the information technology systems or networks could negatively affect our business. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in our filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2022, our Quarterly report on Form 10-Q filed with the SEC on November 8, 2023, and the future quarterly and current reports that we file with the SEC. Forward-looking statements speak only as of the date the statements are made and are based on information available to BigCommerce at the time those statements are made and/or management's good faith belief as of that time with respect to future events. BigCommerce assumes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except as required by law.
Use of Non-GAAP Financial Measures
We have provided in this press release certain financial information that has not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Our management uses these Non-GAAP financial measures internally in analyzing our financial results and believes that use of these Non-GAAP financial measures is useful to investors as an additional tool to evaluate ongoing operating results and trends and in comparing our financial results with other companies in our industry, many of which present similar Non-GAAP financial measures. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable financial measures prepared in accordance with GAAP and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. A reconciliation of our historical Non-GAAP financial measures to the most directly comparable GAAP measures has been provided in the financial statement tables included in this press release, and investors are encouraged to review these reconciliations.
Annual Revenue Run-Rate
We calculate annual revenue run-rate (“ARR”) at the end of each month as the sum of: (1) contractual monthly recurring revenue at the end of the period, which includes platform subscription fees, invoiced growth adjustments, feed management subscription fees, recurring professional services revenue, and other recurring revenue, multiplied by twelve to prospectively annualize recurring revenue, and (2) the sum of the trailing twelve-month non-recurring and variable revenue, which includes one-time partner integrations, one-time fees, payments revenue share, and any other revenue that is non-recurring and variable.
Enterprise Account Metrics
To measure the effectiveness of our ability to execute against our growth strategy, particularly within the mid-market and enterprise business segments, we calculate ARR attributable to Enterprise Accounts. We define Enterprise Accounts as accounts with at least one unique Enterprise plan subscription or an enterprise level feed management subscription (collectively “Enterprise Accounts”). These accounts may have more than one Enterprise plan or a combination of Enterprise plans and Essentials plans.
Average Revenue Per Account
We calculate average revenue per account (ARPA) for accounts in the Enterprise cohort at the end of a period by including customer-billed revenue and an allocation of partner and services revenue, where applicable. We allocate partner revenue, where applicable, primarily based on each customer’s share of GMV processed through that partner’s solution. For partner revenue that is not directly linked to customer usage of a partner’s solution, we allocate such revenue based on each customer’s share of total platform GMV. Each account’s partner revenue
Exhibit 99.1
allocation is calculated by taking the account’s trailing twelve-month partner revenue, then dividing by twelve to create a monthly average to apply to the applicable period in order to normalize ARPA for seasonality.
Adjusted EBITDA
We define Adjusted EBITDA as our net loss, excluding the impact of stock-based compensation expense and related payroll tax costs, third party acquisition-related costs, and other acquisition related expenses, including contingent compensation arrangements entered into in connection with acquisitions, depreciation, amortization of acquisition-related intangible assets, interest income, interest expense, restructuring charges, other non-operating income and expense and our provision or benefit for income taxes. The most directly comparable GAAP measure is net loss.
Non-GAAP Operating Income (Loss)
We define Non-GAAP Operating Income (Loss) as our GAAP Loss from operations, excluding the impact of stock-based compensation expense and related payroll tax costs, third party acquisition-related costs, and other acquisition related expenses, including contingent compensation arrangements entered into in connection with acquisitions, amortization of acquisition-related intangible assets, and restructuring charges. The most directly comparable GAAP measure is our loss from operations.
Non-GAAP Net Income (Loss)
We define Non-GAAP Net Income (Loss) as our GAAP net loss, excluding the impact of stock-based compensation expense and related payroll tax costs, third party acquisition-related costs, and other acquisition related expenses, including contingent compensation arrangements entered into in connection with acquisitions, amortization of acquisition-related intangible assets, and restructuring charges. The most directly comparable GAAP measure is our net loss.
Non-GAAP Net Income (Loss) per Share
We define Non-GAAP Net Income (Loss) per Share as our Non-GAAP Net Loss, defined above, divided by our basic and diluted GAAP weighted average shares outstanding. The most directly comparable GAAP measure is our net loss per share.
Free Cash Flow
We define Free Cash flow as our GAAP cash flow provided by (used in) operating activities less our GAAP purchases of property and equipment (Capital Expenditures). The most directly comparable GAAP measure is our cash flow provided by (used in) operating activities.
Media Relations Contact Investor Relations Contact
Brad Hem Tyler Duncan
PR@BigCommerce.com InvestorRelations@BigCommerce.com
Exhibit 99.1
Consolidated Balance Sheets
(in thousands)
(unaudited)
|
|
December 31, |
|
|
December 31, |
|
||
|
|
2023 |
|
|
2022 |
|
||
|
|
|
|
|
|
|
||
Assets |
|
|
|
|
|
|
||
Current assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
71,719 |
|
|
$ |
91,573 |
|
Restricted cash |
|
|
1,126 |
|
|
|
1,457 |
|
Marketable securities |
|
|
198,415 |
|
|
|
211,941 |
|
Accounts receivable, net |
|
|
37,713 |
|
|
|
35,072 |
|
Prepaid expenses and other assets, net |
|
|
24,733 |
|
|
|
28,033 |
|
Deferred commissions |
|
|
8,280 |
|
|
|
6,171 |
|
Total current assets |
|
|
341,986 |
|
|
|
374,247 |
|
Property and equipment, net |
|
|
10,233 |
|
|
|
9,083 |
|
Operating lease, right-of-use-assets |
|
|
4,405 |
|
|
|
5,887 |
|
Prepaid expenses, net of current portion |
|
|
1,240 |
|
|
|
470 |
|
Deferred commissions, net of current portion |
|
|
7,056 |
|
|
|
7,037 |
|
Intangible assets, net |
|
|
27,052 |
|
|
|
27,583 |
|
Goodwill |
|
|
52,086 |
|
|
|
49,749 |
|
Total assets |
|
$ |
444,058 |
|
|
$ |
474,056 |
|
Liabilities and stockholders’ equity |
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
7,982 |
|
|
$ |
7,013 |
|
Accrued liabilities |
|
|
2,652 |
|
|
|
2,937 |
|
Deferred revenue |
|
|
32,242 |
|
|
|
17,783 |
|
Current portion of debt |
|
|
547 |
|
|
|
0 |
|
Current portion of operating lease liabilities |
|
|
2,542 |
|
|
|
2,609 |
|
Other current liabilities |
|
|
24,785 |
|
|
|
48,444 |
|
Total current liabilities |
|
|
70,750 |
|
|
|
78,786 |
|
Long-term portion of debt |
|
|
339,614 |
|
|
|
337,497 |
|
Operating lease liabilities, net of current portion |
|
|
7,610 |
|
|
|
10,008 |
|
Other long-term liabilities, net of current portion |
|
|
551 |
|
|
|
2,093 |
|
Total liabilities |
|
|
418,525 |
|
|
|
428,384 |
|
Commitments and contingencies (Note 8) |
|
|
|
|
|
|
||
Stockholders’ equity |
|
|
|
|
|
|
||
Common stock, $0.0001 par value; 500,000 shares authorized at December 31, 2023 and 2022, respectively; 76,410 and 73,945 shares issued and outstanding at December 31, 2023 and 2022, respectively. |
|
|
7 |
|
|
|
7 |
|
Additional paid-in capital |
|
|
620,021 |
|
|
|
576,851 |
|
Accumulated other comprehensive gain (loss) |
|
|
163 |
|
|
|
(1,199 |
) |
Accumulated deficit |
|
|
(594,658 |
) |
|
|
(529,987 |
) |
Total stockholders’ equity |
|
|
25,533 |
|
|
|
45,672 |
|
Total liabilities and stockholders’ equity |
|
$ |
444,058 |
|
|
$ |
474,056 |
|
Exhibit 99.1
Consolidated Statements of Operations
(in thousands, except per share amounts)
(unaudited)
|
|
Three months ended December 31, |
|
|
Year ended |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Revenue |
|
$ |
84,149 |
|
|
$ |
72,431 |
|
|
$ |
309,394 |
|
|
$ |
279,075 |
|
Cost of revenue (1) |
|
|
18,946 |
|
|
|
18,492 |
|
|
|
74,202 |
|
|
|
69,980 |
|
Gross profit |
|
|
65,203 |
|
|
|
53,939 |
|
|
|
235,192 |
|
|
|
209,095 |
|
Operating expenses: (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
|
|
34,332 |
|
|
|
35,697 |
|
|
|
140,230 |
|
|
|
141,342 |
|
Research and development |
|
|
19,509 |
|
|
|
22,669 |
|
|
|
83,460 |
|
|
|
88,253 |
|
General and administrative |
|
|
13,574 |
|
|
|
17,137 |
|
|
|
58,838 |
|
|
|
69,441 |
|
Acquisition related expenses |
|
|
935 |
|
|
|
3,775 |
|
|
|
10,252 |
|
|
|
35,216 |
|
Restructuring charges |
|
|
219 |
|
|
|
7,332 |
|
|
|
6,434 |
|
|
|
7,332 |
|
Amortization of intangible assets |
|
|
2,323 |
|
|
|
2,016 |
|
|
|
8,422 |
|
|
|
8,078 |
|
Total operating expenses |
|
|
70,892 |
|
|
|
88,626 |
|
|
|
307,636 |
|
|
|
349,662 |
|
Loss from operations |
|
|
(5,689 |
) |
|
|
(34,687 |
) |
|
|
(72,444 |
) |
|
|
(140,567 |
) |
Interest income |
|
|
3,183 |
|
|
|
2,068 |
|
|
|
11,493 |
|
|
|
4,198 |
|
Interest expense |
|
|
(719 |
) |
|
|
(708 |
) |
|
|
(2,884 |
) |
|
|
(2,828 |
) |
Other income (expense) |
|
|
(503 |
) |
|
|
601 |
|
|
|
(836 |
) |
|
|
(227 |
) |
Loss before provision for income taxes |
|
|
(3,728 |
) |
|
|
(32,726 |
) |
|
|
(64,671 |
) |
|
|
(139,424 |
) |
Benefit (provision) for income taxes |
|
|
552 |
|
|
|
(254 |
) |
|
|
0 |
|
|
|
(495 |
) |
Net loss |
|
$ |
(3,176 |
) |
|
$ |
(32,980 |
) |
|
$ |
(64,671 |
) |
|
$ |
(139,919 |
) |
Basic net loss per share |
|
$ |
(0.04 |
) |
|
$ |
(0.45 |
) |
|
$ |
(0.86 |
) |
|
$ |
(1.91 |
) |
Shares used to compute basic net loss per share |
|
|
76,226 |
|
|
|
73,819 |
|
|
|
75,143 |
|
|
|
73,226 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
(1) Amounts include stock-based compensation expense and associated payroll tax costs, as follows:
|
|
Three months ended December 31, |
|
|
Year ended |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Cost of revenue |
|
$ |
1,147 |
|
|
$ |
1,280 |
|
|
$ |
4,949 |
|
|
$ |
4,226 |
|
Sales and marketing |
|
|
3,415 |
|
|
|
3,757 |
|
|
|
13,474 |
|
|
|
13,551 |
|
Research and development |
|
|
1,908 |
|
|
|
3,639 |
|
|
|
13,478 |
|
|
|
12,388 |
|
General and administrative |
|
|
1,105 |
|
|
|
3,483 |
|
|
|
9,785 |
|
|
|
12,821 |
|
Exhibit 99.1
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
|
Three months ended December 31, |
|
|
Year ended |
|
||||||||||
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss |
$ |
(3,176 |
) |
|
$ |
(32,980 |
) |
|
$ |
(64,671 |
) |
|
$ |
(139,919 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
0 |
|
||||
Depreciation and amortization |
|
3,500 |
|
|
|
2,791 |
|
|
|
12,480 |
|
|
|
11,421 |
|
Amortization of discount on debt |
|
496 |
|
|
|
492 |
|
|
|
1,976 |
|
|
|
1,960 |
|
Stock-based compensation expense |
|
7,635 |
|
|
|
12,146 |
|
|
|
41,185 |
|
|
|
42,332 |
|
Provision for expected credit losses |
|
(656 |
) |
|
|
1,237 |
|
|
|
805 |
|
|
|
8,244 |
|
Impairment of right-of-use assets |
|
70 |
|
|
|
3,763 |
|
|
|
70 |
|
|
|
3,763 |
|
Other |
|
(5 |
) |
|
|
0 |
|
|
|
167 |
|
|
|
0 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
||||
Accounts receivable |
|
534 |
|
|
|
(5,072 |
) |
|
|
(3,877 |
) |
|
|
(20,337 |
) |
Prepaid expenses |
|
4,581 |
|
|
|
2,817 |
|
|
|
2,063 |
|
|
|
(1,134 |
) |
Deferred commissions |
|
(354 |
) |
|
|
(949 |
) |
|
|
(2,128 |
) |
|
|
(3,463 |
) |
Accounts payable |
|
1,710 |
|
|
|
(204 |
) |
|
|
962 |
|
|
|
(1,198 |
) |
Accrued and other liabilities |
|
(1,083 |
) |
|
|
11,055 |
|
|
|
(25,836 |
) |
|
|
3,669 |
|
Deferred revenue |
|
27 |
|
|
|
2,211 |
|
|
|
12,561 |
|
|
|
5,305 |
|
Net cash provided by (used in) operating activities |
|
13,279 |
|
|
|
(2,693 |
) |
|
|
(24,243 |
) |
|
|
(89,357 |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
||||
Cash paid for business combinations |
|
(7,891 |
) |
|
|
0 |
|
|
|
(7,891 |
) |
|
|
(696 |
) |
Purchase of property and equipment |
|
(1,043 |
) |
|
|
(990 |
) |
|
|
(4,179 |
) |
|
|
(5,196 |
) |
Maturity of marketable securities |
|
36,960 |
|
|
|
38,900 |
|
|
|
243,167 |
|
|
|
103,550 |
|
Purchase of marketable securities |
|
(39,207 |
) |
|
|
(44,297 |
) |
|
|
(228,281 |
) |
|
|
(214,184 |
) |
Net cash provided by (used in) investing activities |
|
(11,181 |
) |
|
|
(6,387 |
) |
|
|
2,816 |
|
|
|
(116,526 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
||||
Proceeds from exercise of stock options |
|
136 |
|
|
145 |
|
|
|
3,849 |
|
|
|
209 |
|
|
Taxes paid related to net share settlement of stock options |
|
(12 |
) |
|
|
0 |
|
|
|
(3,294 |
) |
|
|
0 |
|
Repayment of debt |
|
(263 |
) |
|
|
0 |
|
|
|
(394 |
) |
|
|
0 |
|
Proceeds from debt |
|
0 |
|
|
|
0 |
|
|
|
1,081 |
|
|
|
0 |
|
Net cash provided by (used in) financing activities |
|
(139 |
) |
|
|
145 |
|
|
|
1,242 |
|
|
|
209 |
|
Net change in cash and cash equivalents and restricted cash |
|
1,959 |
|
|
|
(8,935 |
) |
|
|
(20,185 |
) |
|
|
(205,674 |
) |
Cash and cash equivalents and restricted cash, beginning of period |
|
70,886 |
|
|
|
101,965 |
|
|
|
93,030 |
|
|
|
298,704 |
|
Cash and cash equivalents and restricted cash, end of period |
$ |
72,845 |
|
|
$ |
93,030 |
|
|
$ |
72,845 |
|
|
$ |
93,030 |
|
Supplemental cash flow information: |
|
|
|
|
|
|
|
|
|
|
|
||||
Cash paid for interest |
$ |
21 |
|
|
$ |
0 |
|
|
$ |
894 |
|
|
$ |
903 |
|
Cash paid for taxes |
$ |
242 |
|
|
$ |
0 |
|
|
$ |
583 |
|
|
$ |
32 |
|
Noncash investing and financing activities: |
|
|
|
|
|
|
|
|
|
|
|
||||
Changes in capital additions, accrued but not paid |
$ |
168 |
|
|
$ |
0 |
|
|
$ |
168 |
|
|
$ |
0 |
|
Fair value of shares issued as consideration for business combinations |
$ |
496 |
|
|
$ |
768 |
|
|
$ |
1,417 |
|
|
$ |
5,388 |
|
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 |
$ |
71,719 |
|
|
$ |
91,573 |
|
|
$ |
71,719 |
|
|
$ |
91,573 |
|
Restricted cash |
|
1,126 |
|
|
|
1,457 |
|
|
|
1,126 |
|
|
|
1,457 |
|
Total cash, cash equivalents and restricted cash |
$ |
72,845 |
|
|
$ |
93,030 |
|
|
$ |
72,845 |
|
|
$ |
93,030 |
|
Exhibit 99.1
Disaggregated Revenue:
|
|
Three months ended |
|
|
Year ended |
|
||||||||||
(in thousands) |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Subscription solutions |
|
$ |
60,613 |
|
|
$ |
53,298 |
|
|
$ |
229,265 |
|
|
$ |
205,800 |
|
Partner and services |
|
|
23,536 |
|
|
|
19,133 |
|
|
|
80,129 |
|
|
|
73,275 |
|
Revenue |
|
$ |
84,149 |
|
|
$ |
72,431 |
|
|
$ |
309,394 |
|
|
$ |
279,075 |
|
Revenue by Geography:
|
|
Three months ended |
|
|
Year ended |
|
||||||||||
(in thousands) |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Americas – U.S. |
|
$ |
64,055 |
|
|
$ |
56,086 |
|
|
$ |
236,502 |
|
|
$ |
216,639 |
|
Americas – other (1) |
|
|
3,837 |
|
|
|
3,131 |
|
|
|
14,103 |
|
|
|
12,124 |
|
EMEA |
|
|
9,475 |
|
|
|
7,657 |
|
|
|
34,661 |
|
|
|
27,743 |
|
APAC |
|
|
6,782 |
|
|
|
5,557 |
|
|
|
24,128 |
|
|
|
22,569 |
|
Revenue |
|
$ |
84,149 |
|
|
$ |
72,431 |
|
|
$ |
309,394 |
|
|
$ |
279,075 |
|
(1)Americas-other revenue includes revenue from North and South America, other than the U.S.
Exhibit 99.1
Reconciliation of GAAP to Non-GAAP Results
(in thousands, except per share amounts)
(unaudited)
Reconciliation of loss from operations to Non-GAAP operating income (loss):
|
|
Three months ended December 31, |
|
|
Year ended December 31, |
|
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
84,149 |
|
|
$ |
72,431 |
|
|
$ |
309,394 |
|
|
$ |
279,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss from operations |
|
$ |
(5,689 |
) |
|
$ |
(34,687 |
) |
|
$ |
(72,444 |
) |
|
$ |
(140,567 |
) |
|
Plus: stock-based compensation expense and associated payroll tax costs |
|
|
7,575 |
|
|
|
12,159 |
|
|
|
41,686 |
|
|
|
42,986 |
|
|
Acquisition related costs |
|
|
935 |
|
|
|
3,775 |
|
|
|
10,252 |
|
|
|
35,216 |
|
|
Restructuring charges |
|
|
219 |
|
|
|
7,332 |
|
|
|
6,434 |
|
|
|
7,332 |
|
|
Amortization of intangible assets |
|
|
2,323 |
|
|
|
2,016 |
|
|
|
8,422 |
|
|
|
8,078 |
|
|
Non-GAAP operating income (loss) |
|
$ |
5,363 |
|
|
$ |
(9,405 |
) |
|
$ |
(5,650 |
) |
|
$ |
(46,955 |
) |
|
Non-GAAP operating income (loss) as a percentage of revenue |
|
|
6.4 |
|
% |
|
(13.0 |
) |
% |
|
(1.8 |
) |
% |
|
(16.8 |
) |
% |
Reconciliation of net loss & net loss per share to Non-GAAP net income (loss) & Non-GAAP net income (loss) per share:
|
|
Three months ended December 31, |
|
|
Year ended December 31, |
|
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
84,149 |
|
|
$ |
72,431 |
|
|
$ |
309,394 |
|
|
$ |
279,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss |
|
$ |
(3,176 |
) |
|
$ |
(32,980 |
) |
|
$ |
(64,671 |
) |
|
$ |
(139,919 |
) |
|
Plus: stock-based compensation expense and associated payroll tax costs |
|
|
7,575 |
|
|
|
12,159 |
|
|
|
41,686 |
|
|
|
42,986 |
|
|
Acquisition related costs |
|
|
935 |
|
|
|
3,775 |
|
|
|
10,252 |
|
|
|
35,216 |
|
|
Restructuring charges |
|
|
219 |
|
|
|
7,332 |
|
|
|
6,434 |
|
|
|
7,332 |
|
|
Amortization of intangible assets |
|
|
2,323 |
|
|
|
2,016 |
|
|
|
8,422 |
|
|
|
8,078 |
|
|
Non-GAAP net income (loss) |
|
$ |
7,876 |
|
|
$ |
(7,698 |
) |
|
$ |
2,123 |
|
|
$ |
(46,307 |
) |
|
Shares used to compute basic Non-GAAP net income (loss) per share |
|
|
76,226 |
|
|
|
73,819 |
|
|
|
75,143 |
|
|
|
73,226 |
|
|
Shares used to compute diluted Non-GAAP net income (loss) per share (1) |
|
|
83,679 |
|
|
|
|
|
|
82,938 |
|
|
|
|
|
||
Non-GAAP basic net income (loss) per share |
|
$ |
0.10 |
|
|
$ |
(0.10 |
) |
|
$ |
0.03 |
|
|
$ |
(0.63 |
) |
|
Non-GAAP diluted net income (loss) per share (1) |
|
|
0.09 |
|
|
|
|
|
|
0.03 |
|
|
|
|
|
||
Non-GAAP net income (loss) margin as a percentage of revenue |
|
|
9.4 |
|
% |
|
(10.6 |
) |
% |
|
0.7 |
|
% |
|
(16.6 |
) |
% |
(1) Due to the loss from continuing operations for the three months and twelve months ended December 31, 2022, there are no common shares added to calculate diluted EPS because the effect would be anti-dilutive.
Exhibit 99.1
Reconciliation of net loss to adjusted EBITDA:
|
|
Three months ended December 31, |
|
|
Year ended December 31, |
|
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
84,149 |
|
|
$ |
72,431 |
|
|
$ |
309,394 |
|
|
$ |
279,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss |
|
$ |
(3,176 |
) |
|
$ |
(32,980 |
) |
|
$ |
(64,671 |
) |
|
$ |
(139,919 |
) |
|
Plus: stock-based compensation expense and associated payroll tax costs |
|
|
7,575 |
|
|
|
12,159 |
|
|
|
41,686 |
|
|
|
42,986 |
|
|
Acquisition related costs |
|
|
935 |
|
|
|
3,775 |
|
|
|
10,252 |
|
|
|
35,216 |
|
|
Restructuring charges |
|
|
219 |
|
|
|
7,332 |
|
|
|
6,434 |
|
|
|
7,332 |
|
|
Depreciation |
|
|
1,177 |
|
|
|
775 |
|
|
|
4,058 |
|
|
|
3,343 |
|
|
Amortization of intangible assets |
|
|
2,323 |
|
|
|
2,016 |
|
|
|
8,422 |
|
|
|
8,078 |
|
|
Interest income |
|
|
(3,183 |
) |
|
|
(2,068 |
) |
|
|
(11,493 |
) |
|
|
(4,198 |
) |
|
Interest expense |
|
|
719 |
|
|
|
708 |
|
|
|
2,884 |
|
|
|
2,828 |
|
|
Other (income) expenses |
|
|
503 |
|
|
|
(601 |
) |
|
|
836 |
|
|
|
227 |
|
|
Provision (benefit) for income taxes |
|
|
(552 |
) |
|
|
254 |
|
|
|
0 |
|
|
|
495 |
|
|
Adjusted EBITDA |
|
$ |
6,540 |
|
|
$ |
(8,630 |
) |
|
$ |
(1,592 |
) |
|
$ |
(43,612 |
) |
|
Adjusted EBITDA margin as a percentage of revenue |
|
|
7.8 |
|
% |
|
(11.9 |
) |
% |
|
(0.5 |
) |
% |
|
(15.6 |
) |
% |
Reconciliation of cost of revenue to Non-GAAP cost of revenue:
|
|
Three months ended December 31, |
|
|
Year ended December 31, |
|
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
84,149 |
|
|
$ |
72,431 |
|
|
$ |
309,394 |
|
|
$ |
279,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenue |
|
$ |
18,946 |
|
|
$ |
18,492 |
|
|
$ |
74,202 |
|
|
$ |
69,980 |
|
|
Less: stock-based compensation expense and associated payroll tax costs |
|
|
1,147 |
|
|
|
1,280 |
|
|
|
4,949 |
|
|
|
4,226 |
|
|
Non-GAAP cost of revenue |
|
$ |
17,799 |
|
|
$ |
17,212 |
|
|
$ |
69,253 |
|
|
$ |
65,754 |
|
|
As a percentage of revenue |
|
|
21.2 |
|
% |
|
23.8 |
|
% |
|
22.4 |
|
% |
|
23.6 |
|
% |
Reconciliation of sales and marketing expense to Non-GAAP sales and marketing expense:
|
|
Three months ended December 31, |
|
|
Year ended December 31, |
|
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
84,149 |
|
|
$ |
72,431 |
|
|
$ |
309,394 |
|
|
$ |
279,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
|
$ |
34,332 |
|
|
$ |
35,697 |
|
|
$ |
140,230 |
|
|
$ |
141,342 |
|
|
Less: stock-based compensation expense and associated payroll tax costs |
|
|
3,415 |
|
|
|
3,757 |
|
|
|
13,474 |
|
|
|
13,551 |
|
|
Non-GAAP sales and marketing |
|
$ |
30,917 |
|
|
$ |
31,940 |
|
|
$ |
126,756 |
|
|
$ |
127,791 |
|
|
As a percentage of revenue |
|
|
36.7 |
|
% |
|
44.1 |
|
% |
|
41.0 |
|
% |
|
45.8 |
|
% |
Exhibit 99.1
Reconciliation of research and development expense to Non-GAAP research and development expense:
|
|
Three months ended December 31, |
|
|
Year ended December 31, |
|
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
84,149 |
|
|
$ |
72,431 |
|
|
$ |
309,394 |
|
|
$ |
279,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
$ |
19,509 |
|
|
$ |
22,669 |
|
|
$ |
83,460 |
|
|
$ |
88,253 |
|
|
Less: stock-based compensation expense and associated payroll tax costs |
|
|
1,908 |
|
|
|
3,639 |
|
|
|
13,478 |
|
|
|
12,388 |
|
|
Non-GAAP research and development |
|
$ |
17,601 |
|
|
$ |
19,030 |
|
|
$ |
69,982 |
|
|
$ |
75,865 |
|
|
As a percentage of revenue |
|
|
20.9 |
|
% |
|
26.3 |
|
% |
|
22.6 |
|
% |
|
27.2 |
|
% |
Reconciliation of general and administrative expense to Non-GAAP general and administrative expense:
|
|
Three months ended December 31, |
|
|
Year ended December 31, |
|
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
84,149 |
|
|
$ |
72,431 |
|
|
$ |
309,394 |
|
|
$ |
279,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
General & administrative |
|
$ |
13,574 |
|
|
$ |
17,137 |
|
|
$ |
58,838 |
|
|
$ |
69,441 |
|
|
Less: stock-based compensation expense and associated payroll tax costs |
|
|
1,105 |
|
|
|
3,483 |
|
|
|
9,785 |
|
|
|
12,821 |
|
|
Non-GAAP general & administrative |
|
$ |
12,469 |
|
|
$ |
13,654 |
|
|
$ |
49,053 |
|
|
$ |
56,620 |
|
|
As a percentage of revenue |
|
|
14.8 |
|
% |
|
18.9 |
|
% |
|
15.9 |
|
% |
|
20.3 |
|
% |
Reconciliation of net cash provided by (used in) operating activities to free cash flow:
|
|
Three months ended December 31, |
|
|
Year ended December 31, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net cash provided by (used in) operating activities |
|
$ |
13,279 |
|
|
$ |
(2,693 |
) |
|
$ |
(24,243 |
) |
|
$ |
(89,357 |
) |
Purchases of property and equipment |
|
|
(1,043 |
) |
|
|
(990 |
) |
|
|
(4,179 |
) |
|
|
(5,196 |
) |
Free cash flow |
|
$ |
12,236 |
|
|
$ |
(3,683 |
) |
|
$ |
(28,422 |
) |
|
$ |
(94,553 |
) |
Reconciliation of net cash provided by (used in) operating activities to Non-GAAP net cash provided by (used in) operating activities:
|
|
Three months ended December 31, |
|
|
Year ended December 31, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net cash provided by (used in) operating activities |
|
$ |
13,279 |
|
|
$ |
(2,693 |
) |
|
$ |
(24,243 |
) |
|
$ |
(89,357 |
) |
Feedonomics anniversary payout |
|
|
0 |
|
|
|
0 |
|
|
|
32,500 |
|
|
|
0 |
|
Non-GAAP net cash provided by (used in) operating activities |
|
$ |
13,279 |
|
|
$ |
(2,693 |
) |
|
$ |
8,257 |
|
|
$ |
(89,357 |
) |