0001626450false00016264502024-05-092024-05-09

 

 

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): May 9, 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. □

 

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Item 2.02 Results of Operations and Financial Condition.

On May 9, 2024, BigCommerce Holdings, Inc. (the “Company”) issued a press release announcing financial results as of and for the three months ended March 31, 2024. 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 May 9, 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.

 

 

 

 

 

 

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release issued by BigCommerce Holdings, Inc. dated May 9, 2024.
104		Cover page interactive data file (embedded within the inline XBRL document).

 

 

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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: May 9, 2024	By:	/s/ Hubert Ban
		Hubert Ban
		Senior Vice President (Principal Accounting Officer)

 

 

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BigCommerce Announces First Quarter 2024 Financial Results

 

First Quarter Total Revenue of $80.4 Million, an Increase of 12% Versus Prior Year. Total ARR of $340.1 Million, an Increase of 7% Versus Prior Year. Enterprise ARR of $248.2 Million, an Increase of 8% Versus Prior Year
 

AUSTIN, Texas – May 9, 2024 – BigCommerce Holdings, Inc. (“BigCommerce”) (Nasdaq: BIGC), an open SaaS, composable ecommerce platform for fast-growing and established B2C and B2B brands and retailers, today announced financial results for its first quarter ended March 31, 2024.

 

“Our first quarter results reflect a good start to the year as our total revenue exceeded $80 million, up 12% year-over-year. We also delivered strong profit improvement, with net income gaining nearly 23 points as a percent of revenue compared to last year,” said Brent Bellm, CEO of BigCommerce. “Looking forward, we anticipate additional growth momentum from our new Catalyst storefront technology, Open Source B2B Buyer Portal, and the 100+ new product releases announced as part of Next Big Thing. Our new President, Travis Hess, brings unparalleled ecommerce industry experience that will further enhance the enterprise effectiveness and customer-centricity of our sales, marketing, and professional services. Together, we aspire to set a new standard for enterprise ecommerce excellence.”

 

 

First Quarter Financial Highlights:

 

 

Other Key Business Metrics

.

 

Operating Loss and Non-GAAP Operating Income (Loss)

 

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Net Income (Loss) and Earnings Per Share

 

Adjusted EBITDA

 

Cash

 

 

Business Highlights:

 

Corporate Highlights

 

Product Highlights

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Customer Highlights

 

Q2 and 2024 Financial Outlook:

 

For the second quarter of 2024, we currently expect:

 

For the full year 2024, we currently expect:

 

Our second 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

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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, May 9, 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, May 16, 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 9598809. 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, 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 Q2 and 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 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, 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

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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 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.

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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

 

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Consolidated Balance Sheets

(in thousands)

 

		March 31,				December 31,
		2024				2023
		(unaudited)
Assets
Current assets
Cash and cash equivalents		$	60,900			$	71,719
Restricted cash			1,112				1,126
Marketable securities			204,281				198,415
Accounts receivable, net			39,302				37,713
Prepaid expenses and other assets, net			29,251				24,733
Deferred commissions			8,695				8,280
Total current assets			343,541				341,986
Property and equipment, net			9,991				10,233
Operating lease, right-of-use-assets			4,024				4,405
Prepaid expenses, net of current portion			1,817				1,240
Deferred commissions, net of current portion			6,430				7,056
Intangible assets, net			24,584				27,052
Goodwill			52,086				52,086
Total assets		$	442,473			$	444,058
Liabilities and stockholders’ equity
Current liabilities
Accounts payable		$	7,063			$	7,982
Accrued liabilities			3,212				2,652
Deferred revenue			34,810				32,242
Current portion of debt			553				547
Current portion of operating lease liabilities			2,477				2,542
Other current liabilities			19,830				24,785
Total current liabilities			67,945				70,750
Long-term portion of debt			339,970				339,614
Operating lease liabilities, net of current portion			7,014				7,610
Other long-term liabilities, net of current portion			625				551
Total liabilities			415,554				418,525
Stockholders’ equity
Common stock			7				7
Additional paid-in capital			628,058				620,021
Accumulated other comprehensive gain (loss)			(96	)			163
Accumulated deficit			(601,050	)			(594,658	)
Total stockholders’ equity			26,919				25,533
Total liabilities and stockholders’ equity		$	442,473			$	444,058

 

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Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

 

		For the three months ended March 31,
		2024				2023
Revenue		$	80,360			$	71,757
Cost of revenue (1)			18,439				17,446
Gross profit			61,921				54,311
Operating expenses: (1)
Sales and marketing			32,432				34,052
Research and development			19,988				20,845
General and administrative			14,929				16,494
Acquisition related expenses			333				4,125
Restructuring charges		0					420
Amortization of intangible assets			2,467				2,033
Total operating expenses			70,149				77,969
Loss from operations			(8,228	)			(23,658	)
Interest income			3,178				2,426
Interest expense			(720	)			(722	)
Other income (expense)			(332	)			31
Loss before provision for income taxes			(6,102	)			(21,923	)
Provision for income taxes			(290	)			(197	)
Net loss		$	(6,392	)		$	(22,120	)
Basic net loss per share		$	(0.08	)		$	(0.30	)
Shares used to compute basic net loss per share			76,626				74,142

 

(1) Amounts include stock-based compensation expense and associated payroll tax costs, as follows:

		For the three months ended March 31,
		2024				2023
Cost of revenue		$	656			$	1,189
Sales and marketing			1,867				2,867
Research and development			3,476				3,503
General and administrative			2,592				3,079

 

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Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

	Three months ended March 31,
	2024				2023
Cash flows from operating activities
Net loss	$	(6,392	)		$	(22,120	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		3,486				2,904
Amortization of discount on debt		497				493
Stock-based compensation expense		8,388				10,487
Provision for expected credit losses		863				1,075
Changes in operating assets and liabilities:
Accounts receivable		(2,588	)			(8,185	)
Prepaid expenses		(4,960	)			(4,235	)
Deferred commissions		211				49
Accounts payable		(889	)			495
Accrued and other liabilities		(4,601	)			(4,922	)
Deferred revenue		2,568				3,123
Net cash used in operating activities		(3,417	)			(20,836	)
Cash flows from investing activities:
Purchase of property and equipment		(806	)			(1,063	)
Maturity of marketable securities		29,440				39,429
Purchase of marketable securities		(35,565	)			(48,043	)
Net cash used in investing activities		(6,931	)			(9,677	)
Cash flows from financing activities:
Proceeds from exercise of stock options		974			0
Taxes paid related to net share settlement of stock options		(1,325	)			(330	)
Repayment of debt		(134	)			0
Net cash used in financing activities		(485	)			(330	)
Net change in cash and cash equivalents and restricted cash		(10,833	)			(30,843	)
Cash and cash equivalents and restricted cash, beginning of period		72,845				93,030
Cash and cash equivalents and restricted cash, end of period	$	62,012			$	62,187
Supplemental cash flow information:
Cash paid for interest	$	439			$	431
Cash paid for taxes	$	140			$	152

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Disaggregated Revenue:

 

		Three months ended March 31,
(in thousands)		2024				2023
Subscription solutions		$	60,959			$	53,808
Partner and services			19,401				17,949
Revenue		$	80,360			$	71,757

 

Revenue by Geography:

 

		Three months ended March 31,
(in thousands)		2024				2023
Revenue:
Americas – U.S.		$	61,138			$	54,809
Americas – other (1)			3,776				3,351
EMEA			9,192				7,983
APAC			6,254				5,614
Revenue		$	80,360			$	71,757

 

(1)Americas-other revenue includes revenue from North and South America, other than the U.S.

 

 

 

 

 

 

 

 

 

 

 

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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 March 31,
		2024				2023
(in thousands)
Revenue		$	80,360			$	71,757
Loss from operations		$	(8,228	)		$	(23,658	)
Plus: stock-based compensation expense and associated payroll tax costs			8,591				10,638
Acquisition related costs			333				4,125
Restructuring charges			0				420
Amortization of intangible assets			2,467				2,033
Non-GAAP operating income (loss)		$	3,163			$	(6,442	)
Non-GAAP operating income (loss) as a percentage of revenue			3.9		%		(9.0	)	%

 

 

Reconciliation of net loss & net loss per share to Non-GAAP net income (loss) & Non-GAAP net income (loss) per share:

 

		Three months ended March 31,
		2024				2023
(in thousands)
Revenue		$	80,360			$	71,757
Net loss		$	(6,392	)		$	(22,120	)
Plus: stock-based compensation expense and associated payroll tax costs			8,591				10,638
Acquisition related costs			333				4,125
Restructuring charges			0				420
Amortization of intangible assets			2,467				2,033
Non-GAAP net income (loss)		$	4,999			$	(4,904	)
Non-GAAP basic net income (loss) per share		$	0.07			$	(0.07	)
Non-GAAP diluted net income per share (1)		$	0.06
Shares used to compute basic Non-GAAP net income (loss) per share			76,626				74,142
Shares used to compute diluted Non-GAAP net income (loss) per share (1)			78,521
Non-GAAP net income (loss) as a percentage of revenue			6.2		%		(6.8	)	%

 

(1) Due to the loss from continuing operations for the three months ended March 31, 2023, there are no common shares added to calculate Non-GAAP diluted net income per share because the effect would be anti-dilutive.

 

 

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Reconciliation of net loss to adjusted EBITDA:

 

		Three months ended March 31,
		2024				2023
(in thousands)
Revenue		$	80,360			$	71,757
Net loss		$	(6,392	)		$	(22,120	)
Plus: stock-based compensation expense and associated payroll tax costs			8,591				10,638
Acquisition related costs			333				4,125
Restructuring charges			0				420
Depreciation			1,019				957
Amortization of intangible assets			2,467				2,033
Interest income			(3,178	)			(2,426	)
Interest expense			720				722
Other (income) expenses			332				(31	)
Provision for income taxes			290				197
Adjusted EBITDA		$	4,182			$	(5,485	)
Adjusted EBITDA as a percentage of revenue			5.2		%		(7.6	)	%

 

 

Reconciliation of cost of revenue to Non-GAAP cost of revenue:

 

		Three months ended March 31,
		2024				2023
(in thousands)
Revenue		$	80,360			$	71,757
Cost of revenue		$	18,439			$	17,446
Less: stock-based compensation expense and associated payroll tax costs			656				1,189
Non-GAAP cost of revenue		$	17,783			$	16,257
As a percentage of revenue			22.1		%		22.7		%

 

 

Reconciliation of sales and marketing expense to Non-GAAP sales and marketing expense:

 

		Three months ended March 31,
		2024				2023
(in thousands)
Revenue		$	80,360			$	71,757
Sales and marketing		$	32,432			$	34,052
Less: stock-based compensation expense and associated payroll tax costs			1,867				2,867
Non-GAAP sales and marketing		$	30,565			$	31,185
As a percentage of revenue			38.0		%		43.5		%

 

 

 

 

 

 

 

 

 

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Reconciliation of research and development expense to Non-GAAP research and development expense:

 

		Three months ended March 31,
		2024				2023
(in thousands)
Revenue		$	80,360			$	71,757
Research and development		$	19,988			$	20,845
Less: stock-based compensation expense and associated payroll tax costs			3,476				3,503
Non-GAAP research and development		$	16,512			$	17,342
As a percentage of revenue			20.5		%		24.2		%

 

 

Reconciliation of general and administrative expense to Non-GAAP general and administrative expense:

 

		Three months ended March 31,
		2024				2023
(in thousands)
Revenue		$	80,360			$	71,757
General & administrative		$	14,929			$	16,494
Less: stock-based compensation expense and associated payroll tax costs			2,592				3,079
Non-GAAP general & administrative		$	12,337			$	13,415
As a percentage of revenue			15.4		%		18.7		%

 

 

Reconciliation of net cash used in operating activities to free cash flow:

 

		Three months ended March 31,
		2024				2023
(in thousands)
Net cash used in operating activities		$	(3,417	)		$	(20,836	)
Purchases of property and equipment			(806	)			(1,063	)
Free cash flow		$	(4,223	)		$	(21,899	)

 

 

 

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