8-K
false000162645000016264502024-02-222024-02-22

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 22, 2024

 

BigCommerce Holdings, Inc.

(Exact name of registrant as specified in charter)

Delaware

 

001-39423

 

46-2707656

(State or Other Jurisdiction of

 Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification

 Number)

 

11305 Four Points Drive

Building II, Suite 100

Austin, Texas 78726

(Address of principal executive offices, including zip code)

(512) 865-4500

(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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Series 1 Common Stock, $ 0.0001 par value per share

BIGC

The Nasdaq Global Market

 

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).

 

Emerging growth company

 

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)

 

 

 


EX-99.1

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:

Total revenue was $84.1 million, up 16% compared to the fourth quarter of 2022.
Total annual revenue run-rate (ARR) as of December 31, 2023 was $336.5 million, up 8% compared to December 31, 2022.
Subscription revenue was $60.6 million, up 14% compared to the fourth quarter of 2022. ARR from accounts with at least one enterprise plan (“Enterprise Accounts”) was $245.1 million as of December 31, 2023, up 9% from December 31, 2022.
ARR from Enterprise Accounts as a percent of total ARR was 73% as of December 31, 2023, compared to 72% as of December 31, 2022.
GAAP gross margin was 77%, compared to 74% in the fourth quarter of 2022. Non-GAAP gross margin was 79%, compared to 76% in the fourth quarter of 2022.

 

 

Other Key Business Metrics

Number of enterprise accounts was 5,994, up 4% compared to the fourth quarter of 2022.
Average revenue per account (ARPA) of enterprise accounts was $40,891, up 6% compared to the fourth quarter of 2022.
Revenue in the Americas grew by 15% compared to the fourth quarter of 2022.
Revenue in EMEA grew by 24% and revenue in APAC grew by 22% compared to the fourth quarter of 2022.

 


Exhibit 99.1

.

 

Operating Loss and Non-GAAP Operating Income (Loss)

GAAP operating loss was ($5.7) million, compared to ($34.7) million in the fourth quarter of 2022.
Non-GAAP operating income (loss) was $5.4 million, compared to ($9.4) million in the fourth quarter of 2022.

 

Net Income (Loss) and Earnings Per Share

GAAP net loss was ($3.2) million, compared to ($33.0) million in the fourth quarter of 2022.
Non-GAAP net income (loss) was $7.9 million or 9% of revenue, compared to ($7.7) million or (11%) of revenue in the fourth quarter of 2022.
GAAP net loss per share was ($0.04) based on 76.2 million shares of common stock, compared to ($0.45) based on 73.8 million shares of common stock in the fourth quarter of 2022.
Non-GAAP net income (loss) per share was $0.10 based on 76.2 million shares of common stock, compared to ($0.10) based on 73.8 million shares of common stock in the fourth quarter of 2022.

 

Adjusted EBITDA

Adjusted EBITDA was $6.5 million, compared to ($8.6) million in the fourth quarter of 2022.

 

Cash

Cash, cash equivalents, restricted cash, and marketable securities totaled $271.3 million as of December 31, 2023.
For the three months ended December 31, 2023, net cash used in operating activities was $13.3 million, compared to ($2.7) million for the same period in 2022. We reported free cash flow of $12.2 million

 

 

Fiscal Year 2023 Financial Highlights:

Total revenue was $309.4 million, up 11% compared to fiscal year 2022.
Subscription revenue was $229.3 million, up 11% compared to fiscal year 2022.
GAAP gross margin was 76%, compared to 75% in fiscal year 2022. Non-GAAP gross margin was 78%, compared to 76% in fiscal year 2022.

 

Operating Loss and Non-GAAP Operating Income (Loss)

GAAP operating loss was ($72.4) million, compared to ($140.6) million in fiscal year 2022.
Non-GAAP operating loss was ($5.7) million, compared to ($47.0) million in fiscal year 2022.

 

Net Income (Loss) and Earnings Per Share

GAAP net loss was ($64.7) million, compared to ($139.9) million in fiscal year 2022.
Non-GAAP net income (loss) was $2.1 million or 1% of revenue, compared to ($46.3) million or (16.6%) of revenue in fiscal year 2022.
GAAP net loss per share was ($0.86) based on 75.1 million shares of common stock, compared to ($1.91) based on 73.2 million shares of common stock in fiscal year 2022.

 


Exhibit 99.1

Non-GAAP net income (loss) per share was $0.03 based on 75.1 million shares of common stock, compared to ($0.63) based on 73.2 million shares of common stock in fiscal year 2022.

 

Adjusted EBITDA

Adjusted EBITDA was ($1.6) million, compared to ($43.6) million in fiscal year 2022.

 

Cash

For the twelve months ended December 31, 2023, net cash used in operating activities was ($24.2) million, compared to ($89.4) million for the same period in 2022. We reported free cash flow of ($28.4) million. Excluding the Feedonomics acquisition anniversary related payment, net cash provided by operating activities would have been $8.3 million for the twelve months ended December 31, 2023.

 

Business Highlights:

 

Corporate Highlights

We have received several pieces of recognition from IDC. BigCommerce was named a Leader in the IDC MarketScape for midmarket B2B digital commerce applications, as well as a Major Player in the IDC MarketScape for enterprise B2B digital commerce applications and the IDC MarketScape for midmarket B2C digital commerce applications. IDC also recognized BigCommerce with a 2023 SaaS Customer Satisfaction Award for Digital Commerce.
BigCommerce was honored with the North America Vendors in Partnership (VIP) Award for 2024 Best Commerce or Multi-Vendor Platform, which recognizes solution providers that power the retail ecosystem and new ways that partnerships are formed and challenges are overcome.
We were named to Inc. Business Media’s 2023 Power Partner Awards list, recognizing BigCommerce as a trusted business partner in the ecommerce category for our ongoing commitment to equipping brands and retailers with enterprise-grade functionality, customization and performance to unleash innovation and drive growth.
Brands and retailers on BigCommerce again outpaced US and global ecommerce sales during the critical holiday shopping season of Thanksgiving through Cyber Monday. BigCommerce customers experienced a 10% increase in gross merchandise value (GMV) compared to the same period in 2022. Total orders were up 7%, and average order value (AOV) increased 3%, compared to the previous year.

 

Product Highlights

In February, we announced the availability of Catalyst, our next generation storefront technology, for developers and agency partners. Purpose-built for the needs of mid-market and enterprise B2C and B2B brands and retailers, Catalyst is designed to provide a simplified starting point for BigCommerce customers, ecommerce developers and agency partners to easily and quickly build online stores using a composable architecture. A key component of Catalyst is Makeswift, a composable page builder for websites built using the popular Next.js framework that we acquired in the fourth quarter in 2023. Makeswift simplifies the visual administration of storefronts and content pages.
We strengthened our B2B offerings with the launch of the new B2B Edition Invoice Portal for large B2B suppliers, manufacturers, distributors and wholesalers to modernize the invoice payment process. The B2B Edition Invoice Portal provides an enterprise-grade, out-of-the-box invoice payment experience that allows B2B customers to incorporate invoice payments into a centralized online purchasing workflow through the B2B Edition Buyer Portal. B2B merchants now have the potential to improve transaction efficiency, reduce operational burdens, and deliver seamless user experiences that can drive brand loyalty and repeat business.

 


Exhibit 99.1

 

Customer Highlights

NVIDIA, the chipmaker and leading AI computing company, launched a new store on BigCommerce, leveraging our multi-storefront functionality and our integration with payment gateway Digital River.
MUJI, a fashion and lifestyle brand selling Japanese influenced clothing, furniture and other goods, launched six new stores across the EMEA region. MUJI is taking advantage of BigCommerce’s strong partner ecosystem with integrations from Adyen, PayPal, Klaviyo and Klevu to improve the brand’s online presence and customer experience.
Mizuno North America, a globally recognized sports equipment and sportswear company, launched new US and Canadian sites leveraging our multi-storefront capability.
Pharmacy2U, an online pharmacy based in the UK, launched a fully headless site using Storyblok CMS to customize the purchasing journey and BigCommerce APIs for the cart and checkout journey.
Smoky Mountain Knife Works, which calls itself the “world’s largest knife showplace,” switched to BigCommerce because of our strong feature set and ease of use. Built with BigCommerce partner EY Studios, the new site takes advantage of our integrations with PayPal, Yotpo, Gorgias, Avalara and others.
L’azurde, the fast-growing MENA jewelry brand, launched three new headless commerce sites for Dubai, Egypt and Saudi Arabia with a custom OMS plugged in, built-in Arabic language capabilities and additional integrations.
Feedonomics, a BigCommerce company, also added several new customers to its roster, including Ethan Allen, Conair, Canva, GSF Car Parts Limited and Kirk Waidelich.

 

Partner Highlights

Our longtime partner PayPal recently launched Fastlane by PayPal, a new one-click guest checkout experience that merchants using PayPal’s platform will be able to offer their shoppers, allowing them to make a fast and painless purchase. Customers simply save their information with Fastlane to check out in as little as one tap - no username or password to remember, no personal information to update, and no need to share a credit card with businesses all over the web. PayPal piloted Fastlane by PayPal with select merchants on BigCommerce, and early results showed that Fastlane can recognize 70% of guests and improve checkout speeds by nearly 40% compared to a traditional guest checkout process.”
BigCommerce and Marketplacer, a global technology platform that enables brands, retailers, suppliers, communities and innovators to build and grow successful online marketplaces at scale, announced a strategic partnership that gives BigCommerce customers the ability to transform their online stores into powerful marketplaces where they can sell more diversified products and provide seamless shopping experiences that drive conversions and accelerate growth.

 

Q1 and 2024 Financial Outlook:

 

For the first quarter of 2024, we currently expect:

Total revenue between $76.0 million to $78.0 million, implying a year-over-year growth rate of 6% to 9%.
Non-GAAP operating income is expected to be between $1.0 million to $2.0 million.

 

For the full year 2024, we currently expect:

Total revenue between $327.1 million and $335.1 million, translating into a year-over-year growth rate of 6% and 8%.
Non-GAAP operating income between $8.5 million and $12.5 million

 


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
December 31,

 

 

 

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
December 31,

 

 

 

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
December 31,

 

 

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
December 31,

 

 

Year ended
 December 31,

 

(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
December 31,

 

 

Year ended
 December 31,

 

(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

)