0000950170-23-005598 | 10-K | XBRL Viewer

Other Liabilities

12 Months Ended

Dec. 31, 2022

Other Liabilities Disclosure [Abstract]

9. Other liabilities

The following table summarizes the components of other current liabilities:


	Year ended December 31,
(in thousands)	2022		2021
Sales tax payable	$	1,887	$	679
Payroll and payroll related expenses		16,900		17,315
Acquisition related compensation		24,743		14,309
Other		4,914		3,951
Other current liabilities	$	48,444	$	36,254

Business Combinations (Tables)

12 Months Ended

Dec. 31, 2022

Business Combinations [Abstract]

Summary of Preliminary Estimated Fair Value of Assets Acquired and Liabilities Assumed

he table below summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of the acquisition.


(in thousands)	July 23rd, 2021

Accounts receivable	$	3,107
Prepaid expenses and other assets	$	108
Acquisition related intangible assets	$	36,951
Other non-current assets	$	458
Accounts payable and accrued liabilities	$	287
Customer prepaid liabilities	$	225
Operating lease liabilities	$	345
Net asset acquired, excluding goodwill	$	39,767
Total purchase consideration	$	81,066
Goodwill	$	41,299

Summary of Preliminary Estimated Fair Value of Identifiable Intangible Assets Acquired

The estimated fair value of identifiable intangible assets acquired at the date of the acquisitions are as follows:


(in thousands)	Estimated fair value		Weighted average amortization period (in years)

Developed technology	$	11,794		4.0
Customer relationship	$	22,525		5.7
Trade name	$	2,470		5.0
Non-compete agreement	$	162		3.0
Total acquisition-related intangible assets	$	36,951

Summary of Unaudited Pro Forma Financial Information

The unaudited pro forma financial information in the table below presents the combined results of us and Feedonomics as if this acquisition had occurred on January 1, 2020


	December 31,
(in thousands)	2022			2021
Total revenue	$	280,396		$	234,581
Net loss	$	(103,515	)	$	(74,599	)

Commitments, Contingencies, and Leases

12 Months Ended

Dec. 31, 2022

Commitments Contingencies And Leases [Abstract]

Commitments, Contingencies, and Leases

8. Commitments, contingencies, and leases

We had unconditional purchase obligations as of December 31, 2022, as follows:


(in thousands)	December 31, 2022
2023	$	11,359
2024		10,750
2025		8,625
2026		—
2027 and thereafter		—
Total	$	30,734

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and that the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. From time to time, we are subject to various claims that arise in the normal course of business. In the opinion of management, we are unaware of any pending or unasserted claims that would have a material adverse effect on our financial position, liquidity, or results.

Certain executive officers are entitled to payments in the event of termination of employment in connection with a certain change in control.

Our certificate of incorporation and certain contractual arrangements provide for indemnification of our officers and directors for certain events or occurrences. We maintain a directors and officers insurance policy to provide coverage in the event of a claim against an officer or director. Historically, we have not been obligated to make any payments for indemnification obligations, and no liabilities have been recorded for these obligations on the consolidated balance sheets as of December 31, 2022 and 2021.

Leases

We lease certain facilities under operating lease agreements that expire at various dates through 2028. Some of these arrangements contain renewal options and require us to pay taxes, insurance and maintenance costs. Renewal options were not included in the ROU asset and lease liability calculation.

We adopted ASC Topic 842, Leases on January 1, 2019. Operating expenses were $3.9 and $3.8 million, which included short-term rent expense of $0.5 and $0.5 million, respectively, for the years ended December 31, 2022 and 2021. Operating rent expense was $3.7 million for the year ended December 31, 2020.

Supplemental lease information


	Year ended December 31,
Cash flow information (in thousands)	2022		2021
Cash paid for operating lease liabilities	$	3,807	$	3,927
Right-of-use assets obtained in exchange for operating lease obligations	$	—	$	—


	Year ended December 31,
Operating lease information	2022			2021
Weighted-average remaining lease-term	4.2 years			5.5 years
Weighted-average discount rate		5.37	%		5.46	%

The future maturities of operating lease liabilities are as follows:


(in thousands)	December 31, 2022
2023		3,254
2024		2,985
2025		2,775
2026		2,528
2027		2,133
Thereafter		718
Total minimum lease payments	$	14,393
Less imputed interest		(1,715	)
Total lease liabilities	$	12,678

Restructuring charges

In December of 2022, we executed a plan to reduce our cost structure (the “2022 Restructure”). The 2022 Restructure included workforce reduction initiatives which resulted in $3.6 million of severance and other compensation charges to be paid in the first quarter of 2023.

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

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

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

4. Fair value measurements

Financial instruments carried at fair value include cash and cash equivalents, restricted cash and marketable securities. The carrying amount of accounts receivable, accounts payable, and accrued liabilities approximate fair value due to their relatively short maturities.

For assets and liabilities measured at fair value, fair value is the price to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. When determining fair value, we consider the principal or most advantageous market in which it would transact, and assumptions that market participants would use when pricing assets or liabilities.

The accounting standard for fair value establishes a fair value hierarchy based on three levels of inputs, the first two of which are considered observable and the last unobservable. The standard requires an entity to maximize the use of observable inputs and minimize the use of unobservable

inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The three levels of inputs that may be used to measure fair value are as follows:

•

Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

•

Level 2—Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

•

Level 3—Inputs are unobservable that are significant to the fair value of the asset or liability and are developed based on the best information available in the circumstances, which might include our data.

The following table summarizes the estimated fair value of our cash equivalents and marketable securities.


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


	As of December 31, 2021
(in thousands)	(Level 1)		(Level 2)		(Level 3)		Total
Financial assets:
Money market funds	$	262,679	$	—	$	—	$	262,679
U.S. treasury securities	$	21,926	$	—	$	—	$	21,926
Corporate securities	$	—	$	80,389	$	—	$	80,389
Money market funds	$	284,605	$	80,389	$	—	$	364,994


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


	As of December 31, 2021
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Cash equivalents:
Money market funds	$	262,679	$	—	$	—		$	262,679
Marketable securities:
U.S. treasury securities	$	21,999	$	—	$	(74	)	$	21,925
Corporate securities	$	80,506	$	—	$	(117	)	$	80,389

In September 2021, we issued $345.0 million aggregate principal amount of 0.25% convertible senior notes due 2026 (the “Notes”). The estimated fair value of the notes was approximately $246.9 million as of December 31, 2022. The Notes were categorized as Level 2 instruments as the estimated fair value was determined based on estimated or actual bids and offers of the Notes in an inactive market on the last business day of the period.

- Definition

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

+ References + Details

Stockholders' Equity (Deficit) - Additional Information (Details) - USD ($) $ in Millions			12 Months Ended
	Jan. 01, 2023	Jan. 01, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jul. 31, 2020
Class Of Stock [Line Items]
Fair value assumptions, expected dividend yield			0.00%
Total intrinsic value of options exercised during the period			$ 11.4	$ 126.0	$ 72.4
Total grant date fair value of options vested			7.2	6.4	11.4
Unamortized stock-based compensation cost related to unvested stock options			$ 13.1	$ 11.5	$ 11.4
Weighted-average period for recognition of unamortized stock-based compensation cost			2 years 6 months
Granted, shares			4,880,000	1,548,000
Unvested and outstanding			6,215,000	2,372,000	1,408,000
Restricted Stock Units
Class Of Stock [Line Items]
Weighted-average period for recognition of unamortized stock-based compensation cost			3 years
Weighted-average requisite service period			4 years
Unrecognized stock-based compensation costs			$ 92.2
Performance Shares
Class Of Stock [Line Items]
Weighted-average period for recognition of unamortized stock-based compensation cost			1 year 1 month 6 days
Unrecognized stock-based compensation costs			$ 1.7
2020 Equity incentive plan
Class Of Stock [Line Items]
Percentage of common stock issued and outstanding						5.00%
2020 Equity incentive plan \| Series 1 Common Stock
Class Of Stock [Line Items]
Common stock authorized and reserved for issuance						3,873,885
Increase in common stock reserve for issuance	3,618,145	3,484,045
Common stock available for future issuance			6,163,802
2020 Plan \| Restricted Stock Units \| Management and Certain Other Employees
Class Of Stock [Line Items]
Granted, shares			4,879,976
2013 Plan \| Performance Shares \| Management and Certain Other Employees
Class Of Stock [Line Items]
Granted, shares					1,216,000
Unvested and outstanding			517,000
2013 Plan \| Performance Shares \| Management and Certain Other Employees \| Maximum
Class Of Stock [Line Items]
Weighted-average requisite service period			4 years
2013 Plan \| Performance Shares \| Management and Certain Other Employees \| Minimum
Class Of Stock [Line Items]
Weighted-average requisite service period			1 year

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

6. Goodwill and intangible assets

Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. The changes to the carrying amount of goodwill as follows:


(in thousands)

Balance as of December 31, 2021	$	42,432
Goodwill acquired	$	7,317
Balance as of December 31, 2022	$	49,749

Goodwill amounts are not amortized but tested for impairment on an annual basis. There was no impairment of goodwill as of December 31, 2022.

Definite-lived intangible assets are amortized on a straight-line basis over the useful life. Definite-lived intangible assets amortization was $8.1 million, $3.3 million and $0.0 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Definite-lived intangible assets consists of the following:


(in thousands)	December 31, 2022							December 31, 2021							Weighted average remaining useful life as of December 31, 2022 (in years)
	Gross amount		Accumulated amortization			Net carrying amount		Gross amount		Accumulated amortization			Net carrying amount
Developed technology	$	13,367	$	(4,745	)	$	8,622	$	12,937	$	(1,294	)	$	11,643		2.5
Customer relationship	$	22,525	$	(5,734	)	$	16,791	$	22,525	$	(1,749	)	$	20,776		4.3
Trade name	$	2,470	$	(711	)	$	1,759	$	2,470	$	(217	)	$	2,253		3.6
Non-compete agreement	$	162	$	(78	)	$	84	$	162	$	(24	)	$	138		1.6
Other intangibles	$	485	$	(158	)	$	327	$	285	$	(63	)	$	222		2.0
Total definite-lived intangible	$	39,009	$	(11,426	)	$	27,583	$	38,379	$	(3,347	)	$	35,032

As of December 31, 2022, expected amortization expense for definite-lived intangible assets was as follows:


(in thousands)	December 31, 2022

2023		8,132
2024		7,997
2025		6,308
2026		3,429
2027		1,717
Thereafter		—
Total	$	27,583

Commitments, Contingencies, and Leases - Schedule of Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Commitments Contingencies And Leases [Abstract]
Cash paid for operating lease liabilities	$ 3,807	$ 3,927

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes to Carrying Amount of Goodwill


(in thousands)

Balance as of December 31, 2021	$	42,432
Goodwill acquired	$	7,317
Balance as of December 31, 2022	$	49,749

Schedule of Definite-lived Intangible Assets

Definite-lived intangible assets consists of the following:


(in thousands)	December 31, 2022							December 31, 2021							Weighted average remaining useful life as of December 31, 2022 (in years)
	Gross amount		Accumulated amortization			Net carrying amount		Gross amount		Accumulated amortization			Net carrying amount
Developed technology	$	13,367	$	(4,745	)	$	8,622	$	12,937	$	(1,294	)	$	11,643		2.5
Customer relationship	$	22,525	$	(5,734	)	$	16,791	$	22,525	$	(1,749	)	$	20,776		4.3
Trade name	$	2,470	$	(711	)	$	1,759	$	2,470	$	(217	)	$	2,253		3.6
Non-compete agreement	$	162	$	(78	)	$	84	$	162	$	(24	)	$	138		1.6
Other intangibles	$	485	$	(158	)	$	327	$	285	$	(63	)	$	222		2.0
Total definite-lived intangible	$	39,009	$	(11,426	)	$	27,583	$	38,379	$	(3,347	)	$	35,032

Schedule of Expected Amortization Expense for Definite-lived Intangible Assets

As of December 31, 2022, expected amortization expense for definite-lived intangible assets was as follows:


(in thousands)	December 31, 2022

2023		8,132
2024		7,997
2025		6,308
2026		3,429
2027		1,717
Thereafter		—
Total	$	27,583

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
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Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

Business Combinations - Summary of Preliminary Estimated Fair Value of Identifiable Intangible Assets Acquired (Details) - Feedonomics LLC $ in Thousands	Jul. 23, 2021 USD ($)
Business Acquisition [Line Items]
Total acquisition-related intangible assets estimated fair value	$ 36,951
Developed Technology
Business Acquisition [Line Items]
Total acquisition-related intangible assets estimated fair value	$ 11,794
Weighted average amortization period (in years)	4 years
Customer Relationship
Business Acquisition [Line Items]
Total acquisition-related intangible assets estimated fair value	$ 22,525
Weighted average amortization period (in years)	5 years 8 months 12 days
Trade name
Business Acquisition [Line Items]
Total acquisition-related intangible assets estimated fair value	$ 2,470
Weighted average amortization period (in years)	5 years
Non-compete Agreement
Business Acquisition [Line Items]
Total acquisition-related intangible assets estimated fair value	$ 162
Weighted average amortization period (in years)	3 years

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Basis of consolidation

The accompanying consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Our fiscal year ends on December 31.

Use of estimates

The preparation of consolidated financial statements in conformity with GAAP requires certain financial instruments to be recorded at fair value; requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting periods. Significant estimates, judgments, and assumptions in these consolidated financial statements include: allocating variable consideration for revenue recognition, constrained revenue; the amortization period for deferred commissions; the allowance for credit losses and a determination of the deferred tax asset valuation allowance. Because of the use of estimates inherent in financial reporting process actual results could differ and the differences could be material to our consolidated financial statements

Segment and geographic information

Our chief operating decision maker is our chief executive officer. Our chief executive officer reviews the financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Accordingly, we have determined that we operate as a single operating and reportable segment.

Revenue by geographic region was as follows:


	Year ended December 31,
(in thousands)	2022		2021		2020
Revenue:
Americas—U.S.	$	216,639	$	169,737	$	120,934
Americas—other		12,124		8,559		5,371
EMEA		27,743		20,783		12,396
APAC		22,569		20,776		13,667
Total revenue	$	279,075	$	219,855	$	152,368

Long-lived assets by geographic region were as follows:


	Year ended December 31,
(in thousands)	2022		2021
Long-lived assets:
Americas—U.S.	$	8,318	$	6,847
Americas—other		—		—
EMEA		465		—
APAC		300		582
Total long-lived assets	$	9,083	$	7,429

Cash and cash equivalents

We consider all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash equivalents consist of money market funds and investment securities and are stated at fair value.

Restricted Cash

Restricted cash

We maintain a portion of amounts collected through our online payment processor with the online payment processor as a security deposit for future chargebacks. Additionally, we have amounts on deposit with certain financial institutions that serve as collateral for letters of credit and lease deposits.

Marketable securities

All marketable securities have been classified as available-for-sale and are carried at estimated fair value. We determine the appropriate classification of our investments in debt securities at the time of purchase. Securities may have stated maturities greater than one year. All marketable securities are considered available to support current operations and are classified as current assets.

For available-for-sale debt securities in an unrealized loss position, our management first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value and recognized in other income (expense) in the results of operations. For available-for-sale debt securities that do not meet the aforementioned criteria, our management evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, an allowance is recorded for the difference between the present value of cash flows expected to be collected and the amortized cost basis of the security. Impairment losses attributable to credit loss factors are charged against the allowance when management believes an available-for-sale security is uncollectible or when either of the criteria regarding intent or requirement to sell is met.

Any unrealized losses from declines in fair value below the amortized cost basis as a result of non-credit loss factors is recognized as a component of accumulated other comprehensive (loss) income, along with unrealized gains. Realized gains and losses and declines in fair value, if any, on available-for-sale securities are included in other income (expense) in the results of operations. The cost of securities sold is based on the specific-identification method.

Accounts receivable

Accounts receivable are stated at net realizable value and include unbilled receivables. Agreements with enterprise customers can contain promotional billing periods. Since merchants have full access to the functionality of our platform upon contract execution, and we have enforceable rights to receive payments for the promotional period if the contract is early terminated, revenue is recognized ratably over the contract life. When this occurs, we recognize revenue in advance of invoicing creating an unbilled receivable. In addition, some of our PSR agreements include substantive minimums where the consideration paid varies over the term of the contract and revenue is recognized ratably over the contract term. Accounts receivable are net of an allowance for credit losses, are not collateralized, and do not bear interest. Payment terms range from due immediately to due within 90 days. The accounts receivable balance at December 31, 2022 and December 31, 2021 included unbilled receivables of $19.9 million and $13.1 million, respectively. Unbilled receivables at December 31, 2022 and 2021 includes contract assets related to enterprise subscription solutions and PSR customers of $15.7 million and $4.2 million, and $10.8 million and $2.3 million, respectively.

We assess the collectability of outstanding accounts receivable on an ongoing basis and maintain an allowance for credit losses for accounts receivable deemed uncollectible. The balance of accounts receivable includes accounts that have been invoiced but unpaid, and unbilled amounts, which represents revenue recognized in advance of billing. We analyze both the invoiced accounts receivable portfolio and our unbilled accounts receivable for significant risks, historical collection activity, and an estimate of future collectability to determine the amount that we will ultimately collect. This estimate is analyzed quarterly and adjusted as necessary.

Identified risks pertaining to our invoiced accounts receivable, include the delinquency level, customer type, and current economic environment. The estimate of the amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers, our assessment of the overall portfolio and general economic conditions. Identified risks pertaining to our subscription unbilled accounts receivable include customer type, customer activity on our platform, historical contract termination rates, and customer delinquency. The estimate of the amount of accounts receivable that may not be collected is based primarily on historical contract termination rates, customer delinquency rates and an assessment of the overall portfolio and general economic conditions. The identified risk related to our unbilled accounts related to our PSR business are current partner engagement and activity, the financial wherewithal of the partner, the

partner’s future plans and the ability to execute on the plans, and their liquidity and overall financial position. The estimate of the amount of accounts receivable that may not be collected is based primarily on the specific evaluation of the partner based on current level of engagement with BigCommerce, their overall financial position and general economic conditions.

The allowance for credit losses consisted of the following:


(in thousands)
Balance at December 31, 2019	$	1,167
Cumulative effect adjustment upon adoption		364
Provision for expected credit losses		1,594
Accounts written off		(1,133	)
Balance at December 31, 2020	$	1,992
Provision for expected credit losses		3,474
Accounts written off		(1,599	)
Balance at December 31, 2021	$	3,867
Provision for expected credit losses		8,244
Accounts written off		(2,116	)
Balance at December 31, 2022	$	9,995

The year over year increase in the provision for credit losses was due to an increase in specific reserves as we implemented stricter revenue collection and reserve policies along with an increase in delinquent accounts due to general economic conditions, which led to an increase in the estimate of our overall loss percentage applied to a portion of our portfolio, including unbilled accounts receivable

Property and equipment

Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives or the related lease terms (if shorter).

The estimated useful lives of property and equipment are as follows:


		Estimated
		useful life
Computer equipment		3 years
Computer software		3 years
Furniture and fixtures		5 years
Leasehold improvements		1-10 years

Maintenance and repairs that do not enhance or extend the asset’s useful life are charged to operating expenses as incurred.

The carrying values of property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, we compare the projected undiscounted future cash flows associated with groups of assets used in combination over their estimated useful lives against their respective carrying amounts. If projected undiscounted future cash flows are less than the carrying value of the asset group, impairment is recorded for any excess of the carrying amount over the fair value of those assets in the period in which the determination is made.

Research and development and internal use software

Research and development expenses consist primarily of personnel and related expenses for our research and development staff, which include: salaries, benefits, bonuses, and stock-based compensation; the cost of certain third-party contractors; and allocated overhead. Expenditures for research and development, other than internal use software costs, are expensed as incurred.

Software development costs associated with internal use software, which are incurred during the application development phase and meet other requirements under the guidance are capitalized. As of December 31, 2022, we have capitalized $2.8 million. As of December 31, 2021, software costs capitalized were $1.7 million.

Concentration of credit risks, significant clients, and suppliers

Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents, restricted cash, and accounts receivable. Our investment policy limits investments to high credit quality securities issued by the U.S. government, U.S. government-sponsored agencies, and highly rated corporate securities, subject to certain concentration limits and restrictions on maturities. Our cash and cash equivalents and restricted cash are held by financial institutions that management believes are of high credit quality. Amounts on deposit may at times exceed federally insured limits. We have not experienced any losses on our deposits of cash and cash equivalents. We are exposed to credit risk in the event of default by the financial institutions holding our cash and cash equivalents and bond issuers.

Accounts receivable, including unbilled amounts, are derived from sales to our customers and our strategic technology partners who operate in a variety of sectors. We do not require collateral. Estimated credit losses are provided for in the consolidated financial statements and historically have been within management’s expectations.

One of our strategic partners accounted for 12%, 14% and 15% of our revenue at December 31, 2022, 2021 and 2020, respectively, and two of our strategic partners accounted for 30% at December 31, 2022 while only one strategic partner accounted for 19% and 24% of our accounts receivable balance at December 31, 2021 and 2020, respectively.

Advertising costs

We expense advertising costs as incurred. Advertising expenses were approximately $17.5 million, $16.8 million and $12.9 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Leases

We determine if an arrangement is a lease or contains a lease at inception. At the commencement date of a lease, we recognize a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term. The lease liability is measured at the present value of lease payments over the lease term. As our leases typically do not provide an implicit rate, we use our incremental borrowing rate for most leases. The right-of-use (“ROU”) asset is measured at cost, which includes the initial measurement of the lease liability and initial direct costs incurred and excludes lease incentives.

Lease terms may include options to extend or terminate the lease. We record a ROU asset and a lease liability when it is reasonably certain that we will exercise that option. Operating lease costs are recognized on a straight-line basis over the lease term.

We also lease office space under short-term arrangements and have elected not to include these arrangements in the ROU asset or lease liabilities. In 2022, a lease was impaired under ASC 360, resulting in a loss of $3.7 million as further discussed in Note 8 "Leases".

Business combination and acquisition related expenses

Business combination

We record tangible and intangible assets acquired and liabilities assumed in business combinations under the acquisition method of accounting. We use best estimates and assumptions, including but not limited to, future expected cash flows, expected asset lives, and discount rates, to assign a fair value to the tangible and intangible assets acquired and liabilities assumed in business combinations as of the acquisition date. These estimates are inherently uncertain and subject to refinement. We allocate any excess purchase price over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed to goodwill. During the measurement period, which may be up to one year from the acquisition date, adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed may be recorded, with the corresponding offset to goodwill.

Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our condensed consolidated statements of operations.

Acquisition related expenses

Acquisition related expenses consist primarily of cash payments for third-party acquisition costs and other acquisition related expenses. We recognized $35.2 million, $23.3 million, and $0.0 million in acquisition related expenses during the years ended December 31, 2022, 2021, and 2020, respectively. For the year ended December 31, 2022, $0.2 million was recognized on acquisition related spend and $35.0 million was recognized in connection with contingent compensation arrangements, as further discussed in Note 5 “Business Combination”. For the year ended December 31, 2021, $1.8 million was recognized on acquisition related spend and $21.5 million was recognized in connection with contingent compensation arrangement. We entered into contingent compensation arrangements, in which payments will be made or have been made, as applicable, after the first and second anniversaries of the closing or upon the earlier achievement of certain product and financial milestones. The compensation arrangements are contingent upon continued post-acquisition employment with us. We account for the cost related to the first and second contingent compensation arrangement payments over the service periods of 12 and 24 months, respectively, beginning on the acquisition date, assuming earlier achievement of product and financial milestones is unlikely to be met.

Goodwill and other acquired intangible, net

We assess goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter, or more frequently if events or changes in circumstances would more likely than not reduce the fair value of a reporting unit below its carrying value. When we elect to perform a qualitative assessment and conclude it is not more likely than not the fair value of the reporting unit is less than its carrying value, no further assessment of that reporting unit is necessary; otherwise, a quantitative assessment is performed and the fair value of the reporting unit is determined. If the carrying value of the reporting unit exceeds the estimated fair value, impairment is recorded.

We evaluate the recoverability of finite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of such asset may not be recoverable. If such review determines the carrying amount of the indefinite-lived asset is not recoverable, the carrying amount of such asset is reduced to its fair value.

Acquired finite-lived intangible assets are amortized over their estimated useful lives. We evaluate the estimated remaining useful life of these assets when events or changes in circumstances indicate a revision to the remaining period of amortization. If we revise the estimated useful life assumption for any assets, the remaining unamortized balance is amortized over the revised estimated useful life on a prospective basis.

Income taxes

We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax balances are adjusted to reflect tax rates based on currently enacted tax laws, which will be in effect in the years in which the temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period of the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that those assets will be realized. To date, we have provided a valuation allowance against all of our deferred tax assets as we believe the objective and verifiable evidence of our historical pretax net losses outweighs any positive evidence of its forecasted future results. We will continue to monitor the positive and negative evidence, and we will adjust the valuation allowance as sufficient objective positive evidence becomes available.

We recognize the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely upon its technical merits at the reporting date. The unrecognized tax benefit is the difference between the tax benefit recognized and the tax benefit claimed on our income tax return. All of our gross unrecognized tax benefits, if recognized, would not affect its effective tax rate but would be recorded as an adjustment to equity before consideration of valuation allowances. We do not expect unrecognized tax benefits to decrease within the next twelve months. We recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of December 31, 2022, we have not accrued any interest or penalties related to unrecognized tax benefits. We believe that all material tax positions in the current and prior years have been analyzed and properly accounted for and that the risk of additional material uncertain tax positions that have not been identified is remote.

Stock-based compensation

We issue stock options, restricted stock units ("RSUs") and performance based restricted stock units (“PSUs”) to our employees and other eligible service providers. Stock-based compensation related to stock options is measured at the date of grant and is recognized on a straight-line basis over the service period, net of estimated forfeitures. We use the Black-Scholes option-pricing model to estimate the fair value of stock options awarded at the date of grant. Stock-based compensation related to RSUs is measured at the date of grant, net of estimated forfeitures, and recognized ratably over the service period. Stock-based compensation related to PSUs is measured at the date of grant and recognized using the accelerated attribution method, net of estimated forfeitures, over the remaining service period.

Accounting pronouncements

In October 2021, the FASB issued ASU No. 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” which requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. We early adopted this standard on January 1, 2022, using the prospective method. There is no material impact to our consolidated financial statements for the year ended December 31, 2022 as a result of the adoption.

Foreign currency

Our functional and reporting currency and the functional and reporting currency of our subsidiaries is the U.S. dollar. Monetary assets and liabilities denominated in foreign currencies are re-measured to U.S. dollars using the exchange rates at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are measured in U.S. dollars using historical exchange rates. Revenue and expenses are measured using the actual exchange rates prevailing on the dates of the transactions. Gains and losses resulting from re-measurement are recorded within Other expense in our consolidated statements of operations and were not material for all periods presented.

Restructuring charges

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

Consolidated statements of convertible preferred stock and stockholders' equity (deficit) - USD ($) shares in Thousands, $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Convertible Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Accumulated Other Comprehensive Loss
Balance at Dec. 31, 2019	$ (257,303)	$ (364)		$ 2	$ 17,244	$ (274,549)	$ (364)
Temporary equity, shares at Dec. 31, 2019			102,030
Temporary equity, balance at Dec. 31, 2019			$ 223,754
Balance, shares at Dec. 31, 2019				18,544
Exercise of stock options	3,151				3,151
Exercise of stock options, shares				2,015
Exercise of warrants	126				126
Exercise of warrants, shares				383
Stock-based compensation	11,058				11,058
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other offerings costs	171,129			$ 1	171,128
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other offering costs, shares				7,878
Issuance of common stock upon secondary public offering, net of underwriting discounts and commissions and other offering costs	65,112				65,112
Issuance of common stock upon secondary public offering, net of underwriting discounts and commissions and other offering costs, shares				1,000
Conversion of redeemable convertible preferred stock to common stock upon initial public offering	211,902			$ 3	211,899
Temporary equity,Conversion of redeemable preferred stock to common stock upon initial public offering, shares			(102,030)
Temporary equity,Conversion of redeemable preferred stock to common stock upon initial public offering			$ (211,902)
Conversion of redeemable preferred stock to common stock upon initial public offering, shares				34,442
Conversion of redeemable convertible debt to common stock upon initial public offering	50,173			$ 1	50,172
Conversion of redeemable convertible debt to common stock upon initial public offering, shares				5,250
Accumulated dividend—Series F	(918)					(918)
Temporary Equity, Accumulated dividend-Series F			918
Temporary Equity, Payment of Series F dividend			(12,814)
Accretion of Series F issuance costs	(44)				(44)
Temporary Equity, Accretion of Series F issuance costs			$ 44
Warrants issued in connection with debt	297				297
Net loss	(37,560)					(37,560)
Balance at Dec. 31, 2020	216,759			$ 7	530,143	(313,391)
Balance, shares at Dec. 31, 2020				69,512
Exercise of stock options	$ 6,540				6,540
Exercise of stock options, shares	2,426			2,427
Release of restricted stock units					0
Release of restricted stock units, shares				337
Issuance of common stock as consideration for an acquisition	$ 2,003				2,003
Issuance of common stock as consideration for an acquisition, shares				35
Stock-based compensation	25,424				25,424
Purchase of capped call	(35,570)				(35,570)
Total other comprehensive loss	(191)							$ (191)
Net loss	(76,677)					(76,677)
Balance at Dec. 31, 2021	$ 138,288			$ 7	528,540	(390,068)		(191)
Balance, shares at Dec. 31, 2021				72,311
Exercise of stock options, shares	729
Exercise of stock options, net of shares withheld for taxes	$ 436				436
Exercise of stock options, net of shares withheld for taxes, shares				763
Release of restricted stock units, shares				518
Issuance of common stock as consideration for an acquisition	5,543				5,543
Issuance of common stock as consideration for an acquisition, shares				353
Stock-based compensation	42,332				42,332
Total other comprehensive loss	(1,008)							(1,008)
Net loss	(139,919)					(139,919)
Balance at Dec. 31, 2022	$ 45,672			$ 7	$ 576,851	$ (529,987)		$ (1,199)
Balance, shares at Dec. 31, 2022				73,945

Net Loss per Share - Schedule of Antidilutive Securities Outstanding Excluded from Computation of Diluted Weighted-Average Shares Outstanding (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities outstanding excluded from computation of diluted weighted-average shares outstanding	20,297	14,490	9,623
Stock Options Outstanding
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities outstanding excluded from computation of diluted weighted-average shares outstanding	5,722	5,684	8,215
Acquisition Related Compensation
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities outstanding excluded from computation of diluted weighted-average shares outstanding	3,640	1,756
Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities outstanding excluded from computation of diluted weighted-average shares outstanding	6,216	2,331	1,408
Corporate securities
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities outstanding excluded from computation of diluted weighted-average shares outstanding	4,719	4,719

Net Loss per Share - Additional Information (Details) shares in Thousands	Dec. 31, 2022 shares
Series 2 Common Stock
Earnings Per Share Basic [Line Items]
Number of shares outstanding in Series 2	0

Revenue Recognition and Deferred Costs (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregate Revenue by Major Source

The following table disaggregates our revenue by major source:


	Year ended December 31,
(in thousands)	2022		2021		2020
Subscription solutions	$	205,800	$	154,933	$	103,706
Partner and services		73,275		64,922		48,662
Total revenue	$	279,075	$	219,855	$	152,368

Business Combinations - Summary of Preliminary Estimated Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Jul. 23, 2021
Business Acquisition [Line Items]
Goodwill	$ 49,749	$ 42,432
Feedonomics LLC
Business Acquisition [Line Items]
Accounts receivable			$ 3,107
Prepaid expenses and other assets			108
Acquisition related intangible assets			36,951
Other non-current assets			458
Accounts payable and accrued liabilities			287
Customer prepaid liabilities			225
Operating lease liabilities			345
Net asset acquired, excluding goodwill			39,767
Total purchase consideration			81,066
Goodwill			$ 41,299

Stockholders' Equity (Deficit) - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	$ 42,332	$ 25,424	$ 11,058
Cost of Revenue
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	4,181	2,055	769
Sales and Marketing
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	11,905	7,761	3,310
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	12,292	5,901	2,500
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	$ 13,954	$ 9,707	$ 4,479

Net Loss per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

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

The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding because such securities would have been antidilutive:


	Year ended December 31,
(in thousands)	2022		2021		2020
Stock options outstanding		5,722		5,684		8,215
Acquisition related contingent consideration (1)		3,640		1,756
Warrants to purchase common stock		—		—		—
Restricted stock units		6,216		2,331		1,408
Convertible debt		4,719		4,719		—
Total potentially dilutive securities		20,297		14,490		9,623

(1) In connection with the acquisition of Feedonomics and B2B Ninja, we entered into contingent compensation arrangements for post-acquisition services. Additionally, our acquisition of Bundle included $1.5 million of contingent consideration. Of the $33.8 million to be paid as of December 31, 2022, $31.8 million can be settled in shares of common stock assuming a price of $8.74 per share. As of December 31, 2021, of the $65.0 million to be paid, $61.1 million can be settled in shares of common stock assuming a price of $50.64 per share.

Summary of Significant Accounting Policies - Additional Information (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) Customer	Dec. 31, 2021 USD ($) Customer	Dec. 31, 2020 USD ($) Customer
Summary Of Significant Accounting Policies [Line Items]
Accounts receivable including unbilled receivables	$ 19,900,000	$ 13,100,000
Software development costs	$ 2,800,000	$ 1,700,000
Concentration risk, number of customer \| Customer	1	1	1
Advertising expenses	$ 17,500,000	$ 16,800,000	$ 12,900,000
Impaired loss on right-of-use assets	$ 3,700,000
First contingent compensation arrangement payments over the service period	12 months
Second contingent compensation arrangement payments over the service period	24 months
Acquisition related expenses	$ 35,216,000	23,299,000	$ 0.0
Acquisition related spend	200,000	1,800,000
Business combination compensation expense related to contingent compensation	5,000,000.0	21,500,000
Accrued interest or penalties related to unrecognized tax benefits	0
Enterprise Subscription Solutions
Summary Of Significant Accounting Policies [Line Items]
Unbilled receivables including contract assets	15,700,000	4,200,000
PSR Customers
Summary Of Significant Accounting Policies [Line Items]
Unbilled receivables including contract assets	$ 10,800,000	$ 2,300,000
Customer Concentration Risk \| Revenue \| One Strategic Partner
Summary Of Significant Accounting Policies [Line Items]
Concentration risk, percentage	12.00%	14.00%	15.00%
Customer Concentration Risk \| Accounts Receivable \| One Strategic Partner
Summary Of Significant Accounting Policies [Line Items]
Concentration risk, percentage	30.00%	19.00%	24.00%
ASU 2021-08
Summary Of Significant Accounting Policies [Line Items]
Change in Accounting Principle, Accounting Standards Update, Early Adoption [true false]	true
Change in Accounting Principle, Accounting Standards Update, Adoption Date	Jan. 01, 2022
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]	true
Minimum
Summary Of Significant Accounting Policies [Line Items]
Account receivable payment terms	due immediately
Maximum
Summary Of Significant Accounting Policies [Line Items]
Account receivable payment terms	due within 90 days
Measurement period from acquisition date	1 year

Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
Computer Equipment
Property Plant And Equipment [Line Items]
Estimated useful lives of property and equipment	3 years
Computer Software
Property Plant And Equipment [Line Items]
Estimated useful lives of property and equipment	3 years
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Estimated useful lives of property and equipment	5 years
Leasehold Improvements \| Minimum
Property Plant And Equipment [Line Items]
Estimated useful lives of property and equipment	1 year
Leasehold Improvements \| Maximum
Property Plant And Equipment [Line Items]
Estimated useful lives of property and equipment	10 years

Stockholders' Equity (Deficit)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Stockholders' Equity (Deficit)

11. Stockholders’ equity (deficit)

2020 Equity incentive plan

In July 2020, our board of directors approved the 2020 Equity Incentive Plan, or 2020 Plan, under which stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units and other cash-based or stock-based awards may be granted to employees, consultants and directors. Shares of common stock that are issued and available for issuance under the 2020 Plan consist of authorized, but unissued or reacquired shares of common stock or any combination thereof.

A total of 3,873,885 shares of our common stock was initially authorized and reserved for issuance under the 2020 Plan. This reserve automatically increased on January 1, 2021, and each subsequent anniversary through and including January 1, 2031, by an amount equal to the smaller of (a) 5% of the number of shares of common stock issued and outstanding on the immediately preceding December 31 and (b) an amount determined by our board of directors. On January 1, 2023 and January 1, 2022 the reserve increased by 3,618,145 shares and 3,484,045 shares, respectively. As of December 31, 2022, a total of 6,163,802 shares of common stock remain available for future issuance under the 2020 Plan.

Stock options

We use the Black-Scholes option-pricing model to estimate the fair value of our share-based payment awards. The Black-Scholes option-pricing model requires estimates regarding the risk-free rate of return, dividend yields, expected life of the award, and expected annual volatility during the service period. The calculation of expected volatility is based on historical volatility for comparable industry peer groups over periods of time equivalent to the expected life of each stock option grant. As we do not have a significant history as a publicly traded company, we believe that comparable industry peer groups provide a reasonable measurement of volatility in order to calculate a reasonable estimate of fair value of each stock award. The expected term is calculated based on the weighted average of the remaining vesting term and the remaining contractual life of each award. We based the estimate of risk-free rate on the U.S. Treasury yield curve in effect at the time of grant or modification. We have never paid cash dividends and do not currently intend to pay cash dividends, and thus have assumed a dividend yield of zero.

Subsequent to our IPO on August 4, 2020, we utilize the quoted market price for our stock on the grant date in the fair value calculation. Prior to our IPO, we estimated the fair value of common stock at the time of grant of the option by considering a number of objective and subjective factors, including independent third-party valuations of our common stock, operating and financial performance, the lack of liquidity of capital stock, and general and industry-specific economic outlook, among other factors.

We estimate potential forfeitures of stock grants and adjust compensation cost recorded accordingly. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of stock compensation expense to be recognized in future periods.

The following table summarizes the weighted-average grant date value of options and the assumptions used to develop their fair value.


	Year ended December 31,
	2022		2021		2020
Weighted-average grant date fair value of options	$	11.79	$	30.71	$	7.01
Risk-free interest rate	1.82-3.88%		0.96%—1.08%		0.34%—0.84%
Expected volatility	63.07-66.83%		54.41%—56.25%		49.64%—51.49%
Expected life in years	6.09-6.10 years		6.02—6.06 years		5.49—6.10 years
Dividend yield		—		—		—

A summary of the changes in common stock options issued under all of the existing stock option plans is as follows:


(in thousands, except per share amounts)	Shares			Weighted average of exercise prices		Weighted average of remaining term (years)		Aggregate intrinsic value
Options outstanding at December 31, 2020		8,215		$	4.30		7.65	$	491,648
Granted		263			58.36		—		—
Exercised		(2,426	)		2.46		—		—
Forfeited		(324	)		11.22		—		—
Options outstanding at December 31, 2021		5,728		$	8.77		6.95	$	168,772
Granted		893			20.04		—		—
Exercised		(729	)		3.01		—		—
Forfeited		(167	)		16.91		—		—
Options outstanding at December 31, 2022		5,725		$	9.33		6.50	$	23,331
Vested and expected to vest at December 31, 2022(1)		5,558		$	8.96		6.43	$	23,294
Vested at December 31, 2022		4,237		$	5.36		5.81	$	22,462

(1)

The expected-to-vest options are the result of applying the pre-vesting forfeiture rate to outstanding options.

The total intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020 was $11.4 million, $126.0 million and $72.4 million, respectively. The intrinsic value was calculated as the difference between the estimated fair value of our common stock at exercise,

and the exercise price of the in-the-money options. The total grant date fair value of options vested for the years ended December 31, 2022, 2021, and 2020 was $7.2 million, $6.4 million, and $11.4 million.

At December 31, 2022, 2021 and 2020, there was an estimated $13.1 million, $11.5 million and $11.4 million, respectively, of total unrecognized compensation costs related to stock options. These costs will be recognized over a weighted-average period of 2.5 years.

Restricted stock units

During the year ended December 31, 2022, we granted 4,879,976 RSUs to members of management, board members and certain other employees pursuant to the 2020 Plan. The fair value of the RSU grant is determined based upon the market closing price of our common stock on the date of grant. The RSUs vest over the requisite service period of 4 years, subject to the continued employment of the employees. The following table summarizes the RSU activity, including vesting of the performance-based restricted stock units below, under the Plans for the year ending December 31, 2022:


(in thousands, except per share amounts)	Shares			Weighted average grant date fair value
Nonvested at December 31, 2020		1,408		$	24.67
Granted		1,548			57.19
Vested		(350	)		24.07
Cancelled/Forfeited/Expired		(234	)		42.97
Nonvested at December 31, 2021		2,372		$	44.10
Granted		4,880			16.44
Vested		(634	)		32.95
Cancelled/Forfeited/Expired		(403	)		46.57
Nonvested at December 31, 2022		6,215		$	23.53

At December 31, 2022, there was an estimated $92.2 million of total unrecognized stock-based compensation costs related to RSUs. These costs will be recognized over a weighted-average period of 3.0 years.

Performance-based restricted stock units

During the year ended December 31, 2020, we granted 1,216 PSUs to members of management pursuant to the 2013 Plan. These PSUS contained a performance clause which required us to successfully complete an IPO as well as a service condition that required continued employment. As of December 31, 2022, 517 PSUs remain unvested and outstanding. These PSUs vest on a tranche by tranche basis over the life of the service period of 1-4 years.

At December 31, 2022, there was an estimated $1.7 million of total unrecognized stock-based compensation costs related to these PSUs. These costs will be recognized over a weighted-average period of 1.1 years.

Total stock-based compensation expense recognized was as follows:


	Year ended December 31,
(in thousands)	2022		2021		2020
Cost of revenue	$	4,181	$	2,055	$	769
Sales and marketing		11,905		7,761		3,310
Research and development		12,292		5,901		2,500
General and administrative		13,954		9,707		4,479
Total stock-based compensation expense	$	42,332	$	25,424	$	11,058

Revenue Recognition and Deferred Costs

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue Recognition and Deferred Costs

3. Revenue recognition and deferred costs

Our sources of revenue consist of subscription solutions fees and partner and services fees. These services allow customers to access our hosted software over the contract period. The customer is not allowed to take possession of the software or transfer the software. Our revenue arrangements do not contain general rights of refund in the event of cancellations.

The following table disaggregates our revenue by major source:


	Year ended December 31,
(in thousands)	2022		2021		2020
Subscription solutions	$	205,800	$	154,933	$	103,706
Partner and services		73,275		64,922		48,662
Total revenue	$	279,075	$	219,855	$	152,368

Subscription solutions

Subscription solutions revenue consists primarily of platform subscription fees from all plans. It also includes recurring professional services and sales of SSL certificates. Subscription solutions are charged monthly, quarterly, or annually for our customers to sell their products and process transactions on our platform. Subscription solutions are generally charged per online store and are based on the store’s subscription plan. Monthly subscription fees for Pro and Enterprise plans are adjusted if a customer’s gross merchandise volume or orders processed are above specified plan thresholds on a trailing twelve-month basis. For most subscription solutions arrangements, excluding enterprise subscription plans, we have determined we meet the variable consideration allocation exception and, therefore, recognize fixed monthly fees or a pro-rata portion of quarterly or annual fees and any transaction fees as revenue in the month they are earned. Enterprise subscription plans include an upfront promotional period in order to incentivize the customer to enter into a subscription arrangement. For these Enterprise arrangements, the total subscription fee is recognized on a straight-line basis over the term of the contract. Revenue recognized in advance of billing is recorded as unbilled accounts receivable. In determining the amount of revenue to be recognized, we determine whether collection of the transaction price is probable. Only amounts deemed probable are recognized as revenue. Key factors in this determination are historical contract termination rates and general economic factors.

Professional services, which primarily consist of education packages, launch services, solutions architecting, implementation consulting, and catalog transfer services, are generally billed and recognized as revenue when delivered.

Contracts with our retail customers are generally month-to-month, while contracts with our Enterprise customers generally range from one to three years. Contracts are typically non-cancellable for convenience and do not contain refund-type provisions. Revenue is presented net of sales tax and other taxes we collect on behalf of governmental authorities.

Subsequent to our acquisition of Feedonomics on July 23, 2021, subscription revenue includes revenue from Feedonomics. Feedonomics provides a technology platform and related services that enables online retailers and other sellers to automate online listings of the sellers’ information across multiple third-party marketplaces and advertisers (such as Amazon, Google, Facebook, etc.). We provide these services under service contracts which are generally one year or less, and in many cases month-to-month. These service types may be sold stand-alone or as part of a multi-service bundle (e.g. both marketplaces and advertising). The service offerings constitute a single combined performance obligation. Services are performed and fees are determined based on monthly usage and are billed in arrears.

Partner and services

Our partner and services revenue consists of revenue share, partner technology integrations, and marketing services provided to partners. Revenue share relates to fees earned by our partners from customers using our platform, where we have an arrangement with such partners to share such fees as they occur. Revenue share is recognized at the time the earning activity is complete, which is generally monthly. Revenue for partner technology integrations is recorded on a straight-line basis over the life of the contract commencing when the integration has been completed. Fees for marketing services are recognized either at the time the earning activity is complete, or ratably over the length of the contract, depending on the nature of the obligations in the contract. Payments received in advance of services being rendered are recorded as deferred revenue and recognized when the obligation is completed.

We also derive revenue from the sales of website themes and applications upon delivery.

We recognize revenue share from the sales of third-party applications, on a net basis as we have determined that we are the agent in our arrangements with third-party application providers. All other revenue is recognized on a gross basis, as we have determined we are the principal in these arrangements.

Contracts with multiple performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment.

Our subscription contracts are generally comprised of a single performance obligation to provide access to our platform, but can include additional performance obligations. For contracts with multiple performance obligations where the contracted price differs from the standalone selling price (“SSP”) for any distinct good or service, we may be required to allocate the contract’s transaction price to each performance obligation using our best estimate of SSP.

Judgment is required to determine the SSP for each distinct performance obligation. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. We have determined that our standard list price is our best approximation of SSP.

Contracts with our technology solution partners may include multiple performance obligations, which can include integrations and marketing activities. In determining whether integration services are distinct from hosting services we consider various factors. These considerations included the level of integration, interdependency, and interrelation between the implementation and hosting service. We have concluded that the integration services included in contracts with hosting obligations are not distinct. As a result, we defer any arrangement fees for integration services and recognize such amounts over the life of the hosting obligation commencing when the integration has been completed. To determine if marketing activities are distinct, we consider the nature of the promise in the contract, the timing of payment, and the partner expectations. Additional consideration for some partner contracts varies based on the level of customer activity on the platform. Certain agreements contain minimum guarantees of revenue share. These contracts are evaluated to determine if the guaranteed minimum is substantive. If the minimum is deemed substantive, revenue is recognized ratably over the life of the agreement, which results in a contract asset that is included in unbilled receivables. For most of our contracts, we have determined that we meet the variable consideration allocation exception and therefore recognize these variable fees in the period they are earned.

Cost of revenue

Cost of revenue consists primarily of personnel-related costs, including: stock-based compensation expenses for customer support and professional services personnel; costs of maintaining and securing our infrastructure and platform; amortization expense associated with capitalized internal-use software; and allocation of overhead costs. With our acquisition of Feedonomics on July 23, 2021, cost of revenue also includes personnel and other costs related to feed management services along with other customer support personnel.

Deferred revenue

Deferred revenue primarily consists of amounts that have been billed to or received from customers in advance of performing the associated services. We recognize revenue from deferred revenue when the services are performed and the corresponding revenue recognition criteria are met. We recognized $12.0 million of previously deferred revenue during the year ended December 31, 2022.

The net increase in the deferred revenue balance for the year ended December 31, 2022 is primarily due to increase in SaaS related subscriptions. Amounts recognized from deferred revenue represent primarily revenue from the sale of subscription solutions, integration, and marketing services.

As of December 31, 2022, we had $166.1 million of remaining performance obligations, which represents contracted revenue minimums that have not yet been recognized, including amounts that will be invoiced and recognized as revenue in future periods. We expect to recognize approximately 51% of the remaining performance obligations as revenue in the next 12 months, and the remaining balance in the periods thereafter.

Deferred commissions

Certain sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions are not paid on subscription renewals. We amortize deferred sales commissions ratably over the estimated period of our relationship with customers of approximately four years. Based on historical experience, we determine the average life of our customer relationship by taking into consideration our customer contracts and the estimated technological life of our platform and related significant features. We include amortization of deferred commissions in Sales and marketing expense in the consolidated statements of operations. We periodically review the carrying amount of deferred commissions to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs. We did not recognize an impairment of deferred commissions during the years ended December 31, 2022, 2021 and 2020, respectively.

Sales commissions of $8.9 million, $7.0 million and $4.5 million were deferred for the years ended December 31, 2022, 2021 and 2020, respectively; and deferred commission amortization expense was $5.2 million, $3.5 million and $2.2 million for the years ended December 31, 2022, 2021 and 2020, respectively.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Debt

10. Debt

2021 Convertible Senior Notes

In September 2021, we issued $345.0 million aggregate principal amount of 0.25% convertible senior notes due 2026 (the “Notes”). The Notes were issued in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The net proceeds from the sales of the Notes was approximately $335.0 million after deducting offering and issuance costs related to the Notes and before the 2021 Capped Call transactions, as described below.

The Notes are our senior, unsecured obligations and accrue interest at a rate of 0.25% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2022. The Notes will mature on October 1, 2026, unless earlier converted, redeemed or repurchased by us. Before July 1, 2026, noteholders will have the right to convert their Notes only under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on December 31, 2021, if the Last Reported Sale Price (as defined in the indenture for the Notes) per share of Common Stock (as defined in the indenture for the Notes) exceeds one hundred and thirty percent (130%) of the Conversion Price (as defined in the indenture for the Notes) for each of at least twenty (20) Trading Days (as defined in the indenture for the notes) (whether or not consecutive) during the thirty (30) consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter; (2) during the five (5) consecutive Business Days (as defined in the indenture for the Notes) immediately after any ten (10) consecutive Trading Day period (such ten (10) consecutive Trading Day period, the “Measurement Period”) if the Trading Price per $1,000 principal amount of Notes for each Trading Day of the Measurement Period was less than ninety eight percent (98%) of the product of the Last Reported Sale Price per share of Common Stock on such Trading Day and the Conversion Rate (as defined in the indenture for the Notes) on such Trading Day; (3) if we call any or all of the Notes for redemption, such Notes called for redemption may be converted any time prior to the close of business on the second business day immediately before the redemption date; or (4) upon the occurrence of specified corporate

events. From and after July 1, 2026, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date.

We will settle conversions by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The initial conversion rate for the Notes is 13.6783 shares of common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $73.11 per share of common stock. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events, such as distribution of stock dividends or stock splits.

We may not redeem the Notes prior to October 7, 2024. The Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at our option at any time, and from time to time, on or after October 7, 2024 and on or before the 25th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of our common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice; and (ii) the trading day immediately before the date we send such notice. The redemption price will be a cash amount equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, up to, but excluding, the redemption date. Pursuant to the Partial Redemption Limitation (as defined in the indenture for the Notes), we may not elect to redeem less than all of the outstanding Notes unless at least $150.0 million aggregate principal amount of Notes are outstanding and not subject to redemption as of the time we send the related redemption notice.

If a “fundamental change” (as defined in the indenture for the Notes) occurs, then, subject to a limited exception, noteholders may require us to repurchase their Notes for cash. The repurchase price will be equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, up to, but excluding, the applicable repurchase date.

In accounting for the issuance of the Notes, we recorded the Notes as a liability at face value. The effective interest rate for the Notes was 0.84%. Transaction costs of $10.0 million, attributable to the issuance of the Notes were recorded as a direct deduction from the related debt liability in the Consolidated Balance Sheet and are amortized to interest expense over the term of the Notes.

2021 Capped Call Transactions

In connection with the pricing of the 2021 Notes, we entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions.

We used $35.6 million of the net proceeds from the Notes to enter into privately negotiated capped call instruments the (“Capped Call Transactions”) with certain financial institutions. The Capped Call Transactions are generally expected to reduce potential dilution to holders of our common stock upon any conversion of the Notes and/or offset any cash payments we are required to make in excess of the principal amount of the Notes upon conversion of the Notes in the event that the market price per share of our common stock is greater than the strike price of the Capped Call Transactions with such reduction and/or offset subject to a cap.

The Capped Call Transactions have an initial cap price of approximately $106.34 per share, which represents a premium of 100% over the last reported sale prices of our common stock of $53.17 per share on September 9, 2021, and is subject to certain adjustments under the terms of the Capped Call Transactions. Collectively, the Capped Call Transactions cover, initially, the number of shares of our common stock underlying the Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Notes.

The Capped Call Transactions do not meet the criteria for separate accounting as a derivative as they are indexed to our stock. The premiums paid for the Capped Call Transaction have been included as a net reduction to additional paid-in capital within stockholders’ equity.

The net carrying amount of the Notes consists of the following:


(in thousands)	December 31, 2022			December 31, 2021

Principal balance	$	345,000		$	345,000
Unamortized issuance costs	$	(7,503	)	$	(9,463	)
Carrying value, net	$	337,497		$	335,537

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


	December 31,
(in thousands)	2022		2021		2020
Contractual interest expense	$	863	$	254	$	0
Amortization of issuance costs		1,960		574		—
Total	$	2,823	$	828	$	—

Debt fees

Lender fees that were paid upfront to the lenders and debt issuance fees paid to third parties are recorded as a discount to the carrying amount of debt and are being amortized to interest expense over the life of the debt. Interest expense related to debt discount amortization was not material for any of the periods presented. Net unamortized debt issuance fees as of December 31, 2022 amounted to $7.5 million.

- Definition

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

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+ Details

Other Liabilities - Components of Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Other Liabilities Disclosure [Abstract]
Sales tax payable	$ 1,887	$ 679
Payroll and payroll related expenses	16,900	17,315
Acquisition related compensation	24,743	14,309
Other	4,914	3,951
Other current liabilities	$ 48,444	$ 36,254

Overview - Additional Information (Details)	12 Months Ended
Overview - Additional Information (Details)	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Entity incorporation date	Feb. 28, 2013

Summary of Significant Accounting Policies - Schedule of Long-lived Assets by Geographic Region (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Revenues From External Customers And Long Lived Assets [Line Items]
Total long-lived assets	$ 9,083	$ 7,429
Americas - U.S.
Revenues From External Customers And Long Lived Assets [Line Items]
Total long-lived assets	8,318	6,847
EMEA
Revenues From External Customers And Long Lived Assets [Line Items]
Total long-lived assets	465
APAC
Revenues From External Customers And Long Lived Assets [Line Items]
Total long-lived assets	$ 300	$ 582

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
U.S. statutory tax rate	21.00%	21.00%	21.00%
State taxes, net of federal benefit	5.33%	5.58%	4.91%
Foreign tax rate differentials	0.64%	0.83%	0.66%
Research and development credit	0.80%	2.65%	4.97%
Purchase price accounting	0.09%	0.35%	0.00%
Stock-based compensation	(1.16%)	26.29%	16.97%
Officers compensation	(0.59%)	(15.65%)	0.00%
Permanent differences, other	(0.50%)	(0.92%)	(8.17%)
Change in valuation allowance	(25.97%)	(40.09%)	(40.41%)
Effective tax rate	(0.36%)	0.04%	(0.07%)

Income Taxes - Significant Components of Deferred Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss and credit carryforwards	$ 100,303	$ 76,475
Accrued compensation	6,969	5,901
Allowance for credit losses	2,614	956
Capitalized research and experimental costs	7,501
Deferred lease liabilities	3,145	3,176
Deferred revenue	272	358
Depreciation and amortization	16,261	7,942
Stock-based compensation	5,776	3,367
Other	511	756
Gross deferred tax assets	143,352	98,931
Valuation allowance	(136,101)	(92,531)
Deferred tax liabilities:
Deferred commissions	2,632	2,022
Right-of-use assets	(1,474)	(2,338)
Goodwill	(965)	(321)
Prepaid expenses	(1,739)	(1,731)
Other	(768)	(82)
Gross deferred tax liabilities	(7,578)	(6,494)
Net deferred tax liabilities	$ (327)	$ (94)

Debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Summary of Net Carrying Amount of Notes

The net carrying amount of the Notes consists of the following:


(in thousands)	December 31, 2022			December 31, 2021

Principal balance	$	345,000		$	345,000
Unamortized issuance costs	$	(7,503	)	$	(9,463	)
Carrying value, net	$	337,497		$	335,537

Summary of Total Interest Expense Recognized Related to Notes

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


	December 31,
(in thousands)	2022		2021		2020
Contractual interest expense	$	863	$	254	$	0
Amortization of issuance costs		1,960		574		—
Total	$	2,823	$	828	$	—

- Definition

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

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+ Details

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense on property and equipment	$ 3.3	$ 2.8	$ 3.1

Business Combinations

12 Months Ended

Dec. 31, 2022

Business Combinations [Abstract]

Business Combinations

5. Business combinations

Fiscal 2022

April 2022 Acquisition of Bundle B2B Inc.

On April 25, 2022, BigCommerce completed its acquisition of Bundle B2B Inc. (“Bundle”), a B2B eCommerce solution that provides advanced B2B functionality seamlessly with BigCommerce’s platform. The total purchase price was $7.7 million. We acquired Bundle because it is complementary to our core business and will allow us to expand our product offerings to our merchant base. The purchase price was based on the expected financial performance of Bundle, not on the value of the net identifiable assets at the time of the acquisition. This resulted in a significant portion of the purchase price being attributed to goodwill. The purchase price included the issuance of common stock in the amount of $4.6 million, cash of $0.8 million, an escrow withheld in the amount of $0.9 million and $1.4 million of contingent consideration. The amount held in escrow will be paid out on the first anniversary date with the issuance of the stock based on the fair value of our common stock on the date of payment. Of the $1.4 million contingent consideration, $0.7 million is tied to the migration of old merchants to updated plans over a 6-months period from acquisition date and the remaining $0.7 million is tied to ongoing performance measures over a 12-months period from the acquisition date. The contingent consideration ties to the migration of old merchants to updated plans was met within the first 6 months from the acquisition date and we made the payment in all stock on November 7, 2022. The purchase price included $0.4 million of developed technology and $7.3 million of goodwill that is not deductible for tax purposes. The identifiable intangible assets, which consisted of developed technology, have estimated useful lives of four years. The pro forma financial information assuming fiscal 2022 acquisition had occurred as of the beginning of the fiscal year prior to the fiscal year of the acquisition, as well as the revenue and earnings generated during the current fiscal year, were not material for disclosure purposes.

Fiscal 2021

November 2021 Acquisition of Quote Ninja, Inc. (dba B2B Ninja)

On November 12, 2021, BigCommerce acquired Quote Ninja, Inc. (“B2B Ninja”), a premier enterprise software solution providing leading business-to-business ecommerce capabilities for merchants of all sizes. The total purchase price was $2.0 million paid from our common stock. In addition to the closing stock consideration, we entered into a contingent compensation arrangement with certain employees of B2B Ninja for their post-acquisition services, in which $0.5 million in additional common stock would be paid to those individuals on the first and second anniversaries of the closing for an aggregate amount of $1.0 million. We made the first contingent payment of $0.5 million in all stock on November 16, 2022. The purchase price primarily included $1.1 million of intangible assets and $0.9 million of goodwill that is not expected to be deductible for tax purposes. The identifiable intangible assets, which primarily consisted of developed technology, have estimated useful lives of three years.

July 2021 Acquisition of Feedonomics

On July 23, 2021, we acquired substantially all the assets and assumed certain specified liabilities of Feedonomics, LLC’s existing business (“Feedonomics”), a SaaS company offering an online product feed management platform used by merchants to optimize product data and syndicate and list products into multiple sales channels, including advertising, marketplace, affiliate and social channels, for a total purchase price of $81.1 million in cash.

The table below summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of the acquisition.


(in thousands)	July 23rd, 2021

Accounts receivable	$	3,107
Prepaid expenses and other assets	$	108
Acquisition related intangible assets	$	36,951
Other non-current assets	$	458
Accounts payable and accrued liabilities	$	287
Customer prepaid liabilities	$	225
Operating lease liabilities	$	345
Net asset acquired, excluding goodwill	$	39,767
Total purchase consideration	$	81,066
Goodwill	$	41,299

We acquired Feedonomics because it is complementary to our core business. The purchase price was based on the expected financial performance of Feedonomics, not on the value of the net identifiable assets at the time of the acquisition. This resulted in a significant portion of the purchase price being attributed to goodwill. The goodwill amount represents synergies expected to be realized from the business combination and assembled workforce. Assets acquired and liabilities assumed were reviewed and adjusted to their fair values at the date of the acquisition, as necessary. The fair value of the developed technology and the trade name were determined using the relief from royalty method and customer relationships and non-compete agreement were determined using the multi-period excess earning model. The valuation of the intangibles assets incorporate significant unobservable input and require management judgment and estimate, including the amount and timing of the future cashflow and the determination of the discount rate. The goodwill of $41.3 million from this transaction is deductible for tax purposes and will be amortized

over 15 years beginning in the month of acquisition. We have evaluated the tax treatment of contingent compensation arrangements which will be treated as consideration for tax purposes and increase the amount of tax deductible goodwill when paid.

In conjunction with the transaction, we entered into a contingent compensation arrangement with certain employees of Feedonomics for their postacquisition services, in which $32.5 million will be paid to those individuals within ten business days after the second anniversary of the closing or upon the earlier achievement of certain product and financial milestones for an aggregate amount of $65.0 million, inclusive of the first payment made on August 3, 2022. Product milestones include certain product enhancement and integration with existing products and financial milestones include certain revenue and gross margin targets. We account for the cost related to the first and second contingent compensation arrangement payments over the service periods of 12 and 24 months, respectively, beginning on the acquisition date, assuming earlier achievement of product and financial milestones is unlikely to be met. As the contingent compensation is related to post-acquisition services, it is not considered as part of the purchase price of $81.1 million. We recognized $34.5 million and $21.4 million in additional compensation expense related to these contingent compensation arrangements for the year ended December 31, 2022 and December 31, 2021, respectively. We include this expense in acquisition related expenses in our condensed consolidated statements of operations. Further, we elected to make the first contingent compensation payment of $32.5 million in cash and made that payment on August 3, 2022.

The estimated fair value of identifiable intangible assets acquired at the date of the acquisitions are as follows:


(in thousands)	Estimated fair value		Weighted average amortization period (in years)

Developed technology	$	11,794		4.0
Customer relationship	$	22,525		5.7
Trade name	$	2,470		5.0
Non-compete agreement	$	162		3.0
Total acquisition-related intangible assets	$	36,951

Unaudited pro forma financial information

The unaudited pro forma financial information in the table below presents the combined results of us and Feedonomics as if this acquisition had occurred on January 1, 2020. The unaudited pro forma financial information includes adjustments required under the acquisition method of accounting and is presented for informational purposes only and is not necessarily indicative of the results that would have been achieved had the acquisition actually occurred on January 1, 2020. For the year ended December 31, 2022, pro forma adjustment include a decrease of $34.5 million in compensation costs related to the post-acquisition compensation arrangement. For the year ended December 31, 2021, pro forma adjustments include a reduction in transaction-related costs of $1.7 million excluding the compensation cost related to post-acquisition compensation arrangement because they are non-recurring in nature, an increase in amortization of intangible of $4.2 million and a decrease of $5.1 million in compensation costs related to the post-acquisition compensation arrangement. The increase in the pro forma adjustment in 2022 can be attributed to the time period in which the post-acquisition compensation arrangement is recognized over the service period of 12 and 24 months.


	December 31,
(in thousands)	2022			2021
Total revenue	$	280,396		$	234,581
Net loss	$	(103,515	)	$	(74,599	)

Consolidated statements of cash flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net loss	$ (139,919)	$ (76,677)	$ (37,560)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	11,421	6,151	3,084
Amortization of discount on debt	1,960	574	774
Stock-based compensation	42,332	25,424	11,058
Allowance for credit losses	8,244	3,474	1,594
Change in fair value of financial instrument			(4,413)
Restructuring charges	7,332
Changes in operating assets and liabilities:
Accounts receivable	(20,337)	(17,279)	(9,305)
Prepaid expenses	(1,134)	(2,413)	(2,704)
Deferred commissions	(3,463)	(3,525)	(2,396)
Accounts payable	(1,198)	2,137	1,907
Accrued and other current liabilities	100	20,437	9,610
Deferred revenue	5,305	1,397	1,822
Net cash used in operating activities	(89,357)	(40,300)	(26,529)
Cash flows from investing activities:
Cash paid for acquisition	(696)	(81,067)
Purchase of marketable securities	(214,184)	(107,006)
Purchase of property and equipment	(5,196)	(3,304)	(1,964)
Maturity of marketable securities	103,550	4,500
Net cash (used in) provided by investing activities	(116,526)	(186,877)	(1,964)
Cash flows from financing activities:
Payment of debt issuance costs		(10,037)
Purchase of capped calls		(35,570)
Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other offering costs			171,129
Proceeds from issuance of common stock upon secondary offering, net of underwriting discounts and commissions and other offerings costs			65,112
Payment of Series F dividends			(12,814)
Proceeds from exercise of stock options and warrants	209	5,881	3,279
Proceeds from issuance of convertible senior notes		345,000	41,861
Repayment of debt			(28,617)
Net cash provided by financing activities	209	305,274	239,950
Net change in cash and cash equivalents and restricted cash	(205,674)	78,097	211,457
Cash and cash equivalents and restricted cash, beginning of period	298,704	220,607	9,150
Cash and cash equivalents and restricted cash, end of period	93,030	298,704	220,607
Supplemental cash flow information:
Cash paid for interest	903		2,285
Cash paid for taxes	32
Noncash investing and financing activities:
Fair value of shares issued as consideration for acquisition	5,388	2,003
Conversion of convertible preferred stock into common stock upon initial public offering			211,902
Conversion of convertible debt into common stock upon initial public offering			50,173
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	91,573	297,561	219,447
Restricted cash	1,457	1,143	1,160
Cash and cash equivalents and restricted cash, end of period	$ 93,030	$ 298,704	$ 220,607

Summary of Significant Accounting Policies - Schedule of Allowance for Credit Losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Financing Receivable Allowance For Credit Losses [Line Items]
Beginning Balance	$ 3,867	$ 1,992	$ 1,167
Allowance for credit losses	8,244	3,474	1,594
Accounts written off	(2,116)	(1,599)	(1,133)
Ending Balance	$ 9,995	3,867	1,992
Cumulative Effect, Period of Adoption, Adjustment \| ASU 2016-13
Financing Receivable Allowance For Credit Losses [Line Items]
Beginning Balance		$ 364
Ending Balance			$ 364

Consolidated balance sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Series 1 Common Stock
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	73,945,000	72,311,000
Common stock, shares outstanding	73,945,000	72,311,000

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Revenue by Geographic Region

Accordingly, we have determined that we operate as a single operating and reportable segment.

Revenue by geographic region was as follows:


	Year ended December 31,
(in thousands)	2022		2021		2020
Revenue:
Americas—U.S.	$	216,639	$	169,737	$	120,934
Americas—other		12,124		8,559		5,371
EMEA		27,743		20,783		12,396
APAC		22,569		20,776		13,667
Total revenue	$	279,075	$	219,855	$	152,368

Schedule of Long-lived Assets by Geographic Region

Long-lived assets by geographic region were as follows:


	Year ended December 31,
(in thousands)	2022		2021
Long-lived assets:
Americas—U.S.	$	8,318	$	6,847
Americas—other		—		—
EMEA		465		—
APAC		300		582
Total long-lived assets	$	9,083	$	7,429

Schedule of Allowance for Credit Losses

The allowance for credit losses consisted of the following:


(in thousands)
Balance at December 31, 2019	$	1,167
Cumulative effect adjustment upon adoption		364
Provision for expected credit losses		1,594
Accounts written off		(1,133	)
Balance at December 31, 2020	$	1,992
Provision for expected credit losses		3,474
Accounts written off		(1,599	)
Balance at December 31, 2021	$	3,867
Provision for expected credit losses		8,244
Accounts written off		(2,116	)
Balance at December 31, 2022	$	9,995

Schedule of Estimated Useful Lives of Property and Equipment

The estimated useful lives of property and equipment are as follows:


		Estimated
		useful life
Computer equipment		3 years
Computer software		3 years
Furniture and fixtures		5 years
Leasehold improvements		1-10 years

Revenue Recognition and Deferred Costs - Additional Information (Details 1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Remaining performance obligations	$ 166.1
Remaining performance obligations, percentage	51.00%
Remaining performance obligations, satisfaction period	12 months
Revenue, expected recognition period, explanation	We expect to recognize approximately 51% of the remaining performance obligations as revenue in the next 12 months, and the remaining balance in the periods thereafter.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of significant accounting policies

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Basis of consolidation

Use of estimates

Segment and geographic information

Revenue by geographic region was as follows:


	Year ended December 31,
(in thousands)	2022		2021		2020
Revenue:
Americas—U.S.	$	216,639	$	169,737	$	120,934
Americas—other		12,124		8,559		5,371
EMEA		27,743		20,783		12,396
APAC		22,569		20,776		13,667
Total revenue	$	279,075	$	219,855	$	152,368

Long-lived assets by geographic region were as follows:


	Year ended December 31,
(in thousands)	2022		2021
Long-lived assets:
Americas—U.S.	$	8,318	$	6,847
Americas—other		—		—
EMEA		465		—
APAC		300		582
Total long-lived assets	$	9,083	$	7,429

Cash and cash equivalents

Restricted cash

Marketable securities

Accounts receivable

The allowance for credit losses consisted of the following:


(in thousands)
Balance at December 31, 2019	$	1,167
Cumulative effect adjustment upon adoption		364
Provision for expected credit losses		1,594
Accounts written off		(1,133	)
Balance at December 31, 2020	$	1,992
Provision for expected credit losses		3,474
Accounts written off		(1,599	)
Balance at December 31, 2021	$	3,867
Provision for expected credit losses		8,244
Accounts written off		(2,116	)
Balance at December 31, 2022	$	9,995

Property and equipment

The estimated useful lives of property and equipment are as follows:


		Estimated
		useful life
Computer equipment		3 years
Computer software		3 years
Furniture and fixtures		5 years
Leasehold improvements		1-10 years

Maintenance and repairs that do not enhance or extend the asset’s useful life are charged to operating expenses as incurred.

Research and development and internal use software

Concentration of credit risks, significant clients, and suppliers

Advertising costs

We expense advertising costs as incurred. Advertising expenses were approximately $17.5 million, $16.8 million and $12.9 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Leases

Business combination

Acquisition related expenses

Goodwill and other acquired intangible, net

Income taxes

Stock-based compensation

Accounting pronouncements

Foreign currency

Restructuring charges

Goodwill and Intangible Assets - Schedule of Definite-lived Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finite Lived Intangible Assets [Line Items]
Gross amount	$ 39,009	$ 38,379
Accumulated amortization	(11,426)	(3,347)
Net carrying amount	27,583	35,032
Developed Technology
Finite Lived Intangible Assets [Line Items]
Gross amount	13,367	12,937
Accumulated amortization	(4,745)	(1,294)
Net carrying amount	$ 8,622	11,643
Definite-lived intangible, weighted average remaining useful life	2 years 6 months
Customer Relationship
Finite Lived Intangible Assets [Line Items]
Gross amount	$ 22,525	22,525
Accumulated amortization	(5,734)	(1,749)
Net carrying amount	$ 16,791	20,776
Definite-lived intangible, weighted average remaining useful life	4 years 3 months 18 days
Trade Name
Finite Lived Intangible Assets [Line Items]
Gross amount	$ 2,470	2,470
Accumulated amortization	(711)	(217)
Net carrying amount	$ 1,759	2,253
Definite-lived intangible, weighted average remaining useful life	3 years 7 months 6 days
Non-compete Agreement
Finite Lived Intangible Assets [Line Items]
Gross amount	$ 162	162
Accumulated amortization	(78)	(24)
Net carrying amount	$ 84	138
Definite-lived intangible, weighted average remaining useful life	1 year 7 months 6 days
Other Intangibles
Finite Lived Intangible Assets [Line Items]
Gross amount	$ 485	285
Accumulated amortization	(158)	(63)
Net carrying amount	$ 327	$ 222
Definite-lived intangible, weighted average remaining useful life	2 years

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2022	Feb. 24, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Entity Registrant Name	BigCommerce Holdings, Inc.
Entity Central Index Key	0001626450
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Entity File Number	001-39423
Entity Tax Identification Number	46-2707656
Entity Address, Address Line One	11305 Four Points DriveBuilding II, Suite 100
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Interactive Data Current	Yes
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Address, Postal Zip Code	78726
City Area Code	512
Local Phone Number	865-4500
Entity Incorporation, State or Country Code	DE
Title of 12(b) Security	Series 1 common stock, $0.0001 par value per share
Trading Symbol	BIGC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		74,121,451
Entity Public Float			$ 1,080
ICFR Auditor Attestation Flag	true
Auditor Name	Ernst and Young LLP
Auditor Location	Austin, TX
Auditor Firm ID	42
Documents Incorporated by Reference	Part III of this Annual Report on Form 10-K incorporates certain information by reference from the definitive proxy statement for the Registrant's 2023 annual meeting of stockholders to be filed within 120 days of the registrant's fiscal year ended December 31, 2022, or the Proxy Statement. Except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K, the Proxy Statement is not deemed to be filed as part of this Annual Report on Form 10-K.

Commitments, Contingencies, and Leases - Additional Information (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Commitments Contingencies And Leases [Line Items]
Liability related to indemnification obligations		$ 0	$ 0
Operating lease, expiration year		2028
Operating rent expense		$ 3,900,000	3,800,000	$ 3,700,000
Short-term rent expense		500,000	$ 500,000
Impaired on right-of-use assets		3,700,000
Restructuring Charges
Commitments Contingencies And Leases [Line Items]
Impaired on right-of-use assets		$ 3,700,000
Forecast
Commitments Contingencies And Leases [Line Items]
Severance and other compensation charges to be paid	$ 3,600,000

Consolidated statements of comprehensive loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (139,919)	$ (76,677)	$ (37,560)
Other comprehensive income (loss):
Net unrealized gain (loss) on marketable debt securities	(1,008)	(191)
Total comprehensive loss	$ (140,927)	$ (76,868)	$ (37,560)

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
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+ Details

Business Combinations - Additional Information (Details) - USD ($) $ in Thousands						12 Months Ended
	Nov. 16, 2022	Aug. 03, 2022	Apr. 25, 2022	Nov. 12, 2021	Jul. 23, 2021	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Payments to acquire businesses, gross						$ 696	$ 81,067
Goodwill not expected to be deductible for tax purposes						$ 7,317
Business combination contingent compensation		$ 32,500
Existing products and financial milestones					$ 65,000
First contingent compensation arrangement payments over the service period						12 months
Second contingent compensation arrangement payments over the service period						24 months
Bundle
Business Acquisition [Line Items]
Total purchase price			$ 7,700
Business acquisition date			Apr. 25, 2022
Business combination, issuance of common stock			$ 4,600
Payments to acquire businesses, gross			800
Business combination escrow amount			900
Contingent consideration			1,400
Amount of migration of old merchants to updated plans			$ 700
Period of migration of old merchants to updated plans			6 months
Amount of ongoing performance measures			$ 700
Period of ongoing performance measures			12 months
Developed technology			$ 400
Goodwill not expected to be deductible for tax purposes			$ 7,300
Bundle \| Developed Technology
Business Acquisition [Line Items]
Estimated useful lives of intangible assets			4 years
Feedonomics LLC
Business Acquisition [Line Items]
Total purchase price					81,100
Goodwill expected to be deductible for tax purposes					$ 41,300
Goodwill amount deductible for tax purpose amortization period					15 years
Business combination contingent compensation					$ 32,500
Business combination additional compensation expense related to contingent compensation						$ 34,500	21,400
Acquisition related intangible assets					36,951
Business combination pro forma information reduction in post-acquisition compensation						$ 34,500	5,100
Business combination pro forma information reduction in transaction related costs							1,700
Business combination pro forma information increase in amortization of intangible							$ 4,200
Feedonomics LLC \| Developed Technology
Business Acquisition [Line Items]
Acquisition related intangible assets					$ 11,794
Quote Ninja, Inc.
Business Acquisition [Line Items]
Goodwill not expected to be deductible for tax purposes				$ 900
Business combination contingent compensation	$ 500			500
Total purchase price				2,000
Acquisition related intangible assets				1,100
Quote Ninja, Inc. \| Common Stock
Business Acquisition [Line Items]
Common stock paid to individuals on first and second anniversaries of closing				$ 1,000
Quote Ninja, Inc. \| Completed Technology
Business Acquisition [Line Items]
Estimated useful lives of intangible assets				3 years

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Estimated Fair Value of Our Cash Equivalents and Marketable Securities

The following table summarizes the estimated fair value of our cash equivalents and marketable securities.


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


	As of December 31, 2021
(in thousands)	(Level 1)		(Level 2)		(Level 3)		Total
Financial assets:
Money market funds	$	262,679	$	—	$	—	$	262,679
U.S. treasury securities	$	21,926	$	—	$	—	$	21,926
Corporate securities	$	—	$	80,389	$	—	$	80,389
Money market funds	$	284,605	$	80,389	$	—	$	364,994


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


	As of December 31, 2021
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Cash equivalents:
Money market funds	$	262,679	$	—	$	—		$	262,679
Marketable securities:
U.S. treasury securities	$	21,999	$	—	$	(74	)	$	21,925
Corporate securities	$	80,506	$	—	$	(117	)	$	80,389

Commitments, Contingencies, and Leases - Schedule of Unconditional Purchase Obligations (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Commitments Contingencies And Leases [Abstract]
2023	$ 11,359
2024	10,750
2025	8,625
Total	$ 30,734

Income Taxes - Schedule of Pretax Losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
United States	$ (118,579)	$ (62,558)	$ (31,891)
Non-U.S.	(20,845)	(14,153)	(5,644)
Loss before provision for income taxes	$ (139,424)	$ (76,711)	$ (37,535)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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+ Details

Commitments, Contingencies, and Leases - Schedule of Future Maturities of Operating Lease Liabilities (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Commitments Contingencies And Leases [Abstract]
2023	$ 3,254
2024	2,985
2025	2,775
2026	2,528
2027	2,133
Thereafter	718
Total minimum lease payments	14,393
Less imputed interest	(1,715)
Total lease liabilities	$ 12,678

Debt - Summary of Net Carrying Amount of Notes (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Principal balance	$ 345,000	$ 345,000
Unamortized issuance costs	(7,503)	(9,463)
Carrying value, net	$ 337,497	$ 335,537

Commitments, Contingencies, and Leases - Schedule of Operating Lease Information (Details)	Dec. 31, 2022	Dec. 31, 2021
Commitments Contingencies And Leases [Abstract]
Weighted-average remaining lease-term	4 years 2 months 12 days	5 years 6 months
Weighted-average discount rate	5.37%	5.46%

Fair Value Measurements - Additional Information (Details) - 0.25% Senior Notes Due 2026 - USD ($) $ in Millions	Dec. 31, 2022	Sep. 30, 2021
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Aggregate principal amount of notes issued		$ 345.0
Debt instrument, interest rate		0.25%
Estimated fair value of notes issued	$ 246.9

Summary of Significant Accounting Policies - Schedule of Revenue by Geographic Region (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues From External Customers And Long Lived Assets [Line Items]
Total revenue	$ 279,075	$ 219,855	$ 152,368
Americas - U.S.
Revenues From External Customers And Long Lived Assets [Line Items]
Total revenue	216,639	169,737	120,934
Americas - other
Revenues From External Customers And Long Lived Assets [Line Items]
Total revenue	12,124	8,559	5,371
EMEA
Revenues From External Customers And Long Lived Assets [Line Items]
Total revenue	27,743	20,783	12,396
APAC
Revenues From External Customers And Long Lived Assets [Line Items]
Total revenue	$ 22,569	$ 20,776	$ 13,667

- Definition

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

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+ Details

Property and Equipment

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

7. Property and equipment

Property and equipment, which includes computer software that was purchased or developed for internal use, is composed of the following:


	As of December 31,
(in thousands)	2022			2021
Computer equipment	$	11,185		$	9,081
Computer software		5,765			3,313
Furniture and fixtures		1,924			1,582
Leasehold improvements		6,349			6,234
		25,223			20,210
Less: accumulated depreciation and amortization		(16,140	)		(12,781	)
Property and equipment, net	$	9,083		$	7,429

Depreciation expense on property and equipment was $3.3 million, $2.8 million and $3.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Debt - Additional Information (Details)		1 Months Ended	12 Months Ended
Debt - Additional Information (Details)	Sep. 09, 2021 USD ($) $ / shares	Sep. 30, 2021 USD ($) Days $ / shares shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Debt Instrument [Line Items]
Net proceeds from sale of convertible senior notes				$ 345,000,000	$ 41,861,000
Transaction costs attributable to issuance of notes			$ 7,503,000	9,463,000
Contractual interest expense			$ 7,500,000
0.25% Convertible Senior Notes Due 2026
Debt Instrument [Line Items]
Debt principal amount		$ 345,000,000.0
Debt instrument, interest rate		0.25%
Net proceeds from sale of convertible senior notes		$ 335,000,000.0
Debt instrument, frequency of periodic payment			semi-annually
Debt instrument, payment terms			semi-annually in arrears on April 1 and October 1 of each year
Debt instrument, maturity date		Oct. 01, 2026
Debt instrument, convertible trading days \| Days		20
Debt instrument, convertible consecutive trading days \| Days		30
Principal amount of each convertible note		$ 1,000
Conversion of debt to shares \| shares		13.6783
Debt instrument, principal amount converted		$ 1,000
Debt instrument, initial conversion price \| $ / shares		$ 73.11
Debt instrument, effective interest rate		0.84%
Transaction costs attributable to issuance of notes		$ 10,000,000.0
Contractual interest expense			$ 863,000	$ 254,000		$ 0
0.25% Convertible Senior Notes Due 2026 \| 2021 Capped Call Transactions
Debt Instrument [Line Items]
Net proceeds from notes used for capped call transactions	$ 35,600,000
Initial cap price of capped call transactions \| $ / shares	106.34
Percentage of premium of cap price over last reported sale price per common share	100.00%
Sale price of common stock per share \| $ / shares	$ 53.17
0.25% Convertible Senior Notes Due 2026 \| Minimum
Debt Instrument [Line Items]
Debt principal amount		$ 150,000,000.0
0.25% Convertible Senior Notes Due 2026 \| Minimum \| 20 Trading Days Period
Debt Instrument [Line Items]
Debt instrument, conversion price percentage		130.00%
0.25% Convertible Senior Notes Due 2026 \| Maximum \| 10 Trading Days Period
Debt Instrument [Line Items]
Debt instrument, conversion price percentage		98.00%

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 21, 2022
Income Tax Disclosure [Abstract]
U.S. statutory tax rate	21.00%	21.00%	21.00%
Operating loss carryforwards, domestic	$ 294,900,000
Operating loss carryforwards domestic prior year	246,500,000
Deferred tax assets operating loss carryforwards domestic to future period	$ 48,400,000
Operating loss carryforwards, expiration period	2036
State credit carryforwards	$ 165,600,000
Net operating loss expiration year	2036
Operating loss carryforwards, foreign	$ 44,200,000
Research and development tax credit carryforwards	$ 8,800,000
Tax credits begin to expiration year	2034
Increase in valuation allowance	$ 43,600,000
Tax years remain open to examination	2018 2019 2020 2021
Unrecognized tax benefit	$ 400,000	$ 396,000		$ 396,000
Material interest or penalties	$ 0	$ 0

Other Liabilities (Tables)

12 Months Ended

Dec. 31, 2022

Other Liabilities Disclosure [Abstract]

Components of Other Current Liabilities

The following table summarizes the components of other current liabilities:


	Year ended December 31,
(in thousands)	2022		2021
Sales tax payable	$	1,887	$	679
Payroll and payroll related expenses		16,900		17,315
Acquisition related compensation		24,743		14,309
Other		4,914		3,951
Other current liabilities	$	48,444	$	36,254

Revenue Recognition and Deferred Costs - Schedule of Disaggregate Revenue by Major Source (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation Of Revenue [Line Items]
Total revenue	$ 279,075	$ 219,855	$ 152,368
Subscription Solutions
Disaggregation Of Revenue [Line Items]
Total revenue	205,800	154,933	103,706
Partner and Services
Disaggregation Of Revenue [Line Items]
Total revenue	$ 73,275	$ 64,922	$ 48,662

- Definition

+ References

+ Details

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 25,223	$ 20,210
Less: accumulated depreciation and amortization	(16,140)	(12,781)
Property and equipment, net	9,083	7,429
Computer Equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	11,185	9,081
Computer Software
Property Plant And Equipment [Line Items]
Property and equipment, gross	5,765	3,313
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property and equipment, gross	1,924	1,582
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 6,349	$ 6,234

Overview

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Overview

1. Overview

BigCommerce is leading a new era of ecommerce. Our software-as-a-service (“SaaS”) platform simplifies the creation of beautiful, engaging online stores by delivering a unique combination of ease-of-use, enterprise functionality, and flexibility. We power both our customers’ branded ecommerce stores and their cross-channel connections to popular online marketplaces, social networks, and offline point-of-sale systems.

BigCommerce empowers businesses to turn digital transformation into a competitive advantage. We allow merchants to build their ecommerce solution their way with the flexibility to fit their unique business and product offerings. We provide a comprehensive platform that allows merchants to launch and scale their ecommerce operation, including store design, catalog management, hosting, checkout, order management, reporting, and pre-integration into third-party services like payments, shipping, and accounting. All our stores run on a single code base and share a global, multi-tenant architecture purpose built for security, high performance, and innovation. Our platform serves stores in a wide variety of sizes, product categories, and purchase types, including business-to-consumer and business-to-business.

Our headquarters and principal place of business are in Austin, Texas.

We were formed in Australia in December 2003 under the name Interspire Pty Ltd and reorganized into a corporation in Delaware under the name BigCommerce Holdings, Inc. in February 2013.

References in these consolidated financial statements to “we,” “us,” “our,” the “Company,” or “BigCommerce” refer to BigCommerce Holdings, Inc. and its subsidiaries, unless otherwise stated.

Income Taxes - Schedule Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current:
State	$ 27	$ 11	$ 24
Foreign	261	134	1
Total current	288	145	25
Deferred:
Federal	61	(202)
State	146	23
Total deferred	207	(179)
Total provision (benefit)	$ 495	$ (34)	$ 25

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Commitments, Contingencies, and Leases (Tables)

12 Months Ended

Dec. 31, 2022

Commitments Contingencies And Leases [Abstract]

Schedule of Unconditional Purchase Obligations

We had unconditional purchase obligations as of December 31, 2022, as follows:


(in thousands)	December 31, 2022
2023	$	11,359
2024		10,750
2025		8,625
2026		—
2027 and thereafter		—
Total	$	30,734

Supplemental Lease Information

Supplemental lease information


	Year ended December 31,
Cash flow information (in thousands)	2022		2021
Cash paid for operating lease liabilities	$	3,807	$	3,927
Right-of-use assets obtained in exchange for operating lease obligations	$	—	$	—


	Year ended December 31,
Operating lease information	2022			2021
Weighted-average remaining lease-term	4.2 years			5.5 years
Weighted-average discount rate		5.37	%		5.46	%

Schedule of Future Maturities of Operating Lease Liabilities

The future maturities of operating lease liabilities are as follows:


(in thousands)	December 31, 2022
2023		3,254
2024		2,985
2025		2,775
2026		2,528
2027		2,133
Thereafter		718
Total minimum lease payments	$	14,393
Less imputed interest		(1,715	)
Total lease liabilities	$	12,678

Net Loss per Share - Schedule of Antidilutive Securities Outstanding Excluded from Computation of Diluted Weighted-Average Shares Outstanding (Parenthetical) (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Aug. 03, 2022	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Businesses acquisition price		$ 696	$ 81,067
Business combination contingent compensation	$ 32,500
Feedonomics and B2B Ninja \| Post-Acquisition Services
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Businesses acquisition price		33,800	65,000
Business acquisition value settled with stock		$ 31,800	$ 61,100
Business acquisition settled in share price		$ 8.74	$ 50.64
Business combination contingent compensation		$ 1,500

Goodwill and Intangible Assets - Schedule of Changes to Carrying Amount of Goodwill (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Balance as of December 31, 2021	$ 42,432
Goodwill acquired	7,317
Balance as of December 31, 2022	$ 49,749

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Pretax losses

Pretax losses consist of the following:


	Year ended December 31,
(in thousands)	2022			2021			2020
United States	$	(118,579	)	$	(62,558	)	$	(31,891	)
Non-U.S.		(20,845	)		(14,153	)		(5,644	)
Total pre-tax losses	$	(139,424	)	$	(76,711	)	$	(37,535	)

Schedule Components of Provision for Income Taxes

Our components of the provision for income taxes are as follows:


	Year ended December 31,
(in thousands)	2022		2021			2020
Income tax provision (benefit)
Current:
Federal	$	—	$	—		$	—
State	27		11			24
Foreign	261		134			1
Total current	$	288	$	145		$	25
Deferred:
Federal		61		(202	)		—
State		146		23			—
Foreign		—		—			—
Total deferred		207		(179	)		—
Total provision (benefit)	$	495	$	(34	)	$	25

Significant Components of Deferred Taxes

Significant components of deferred taxes are as follows:


	December 31,
(in thousands)	2022			2021
Deferred tax assets:
Net operating loss and credit carryforwards	$	100,303		$	76,475
Accrued compensation		6,969			5,901
Allowance for credit losses		2,614			956
Capitalized research and experimental costs		7,501			—
Deferred lease liabilities		3,145			3,176
Deferred revenue		272			358
Depreciation and amortization		16,261			7,942
Stock-based compensation		5,776			3,367
Other		511			756
Gross deferred tax assets	$	143,352		$	98,931
Valuation allowance		(136,101	)		(92,531	)
Deferred tax liabilities:
Deferred commissions		(2,632	)		(2,022	)
Right-of-use assets		(1,474	)		(2,338	)
Goodwill		(965	)		(321	)
Prepaid expenses		(1,739	)		(1,731	)
Other		(768	)		(82	)
Gross deferred tax liabilities		(7,578	)		(6,494	)
Net deferred tax liabilities	$	(327	)	$	(94	)

Reconciliation of Liability for Unrecognized Tax Benefits

A reconciliation of our liability for unrecognized tax benefits is as follows:


	December 31,
(in thousands)	2022		2021
Balance, beginning of year	$	396	$	—
Increase for tax positions related to the current year		—		—
Increase for tax positions related to the prior years		—		396
Decrease for tax positions related to prior years		—		—
Balance, end of year	$	396	$	396

Stockholders' Equity (Deficit) - Summary of RSU Activity (Details) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]
Nonvested shares, beginning period	2,372	1,408
Granted, shares	4,880	1,548
Vested, shares	(634)	(350)
Cancelled/Forfeited/Expired, shares	(403)	(234)
Nonvested shares, ending period	6,215	2,372
Nonvested, Weighted average grant date fair value beginning period	$ 44.10	$ 24.67
Granted, Weighted average grant date fair value	16.44	57.19
Vested, Weighted average grant date fair value	32.95	24.07
Cancelled/Forfeited/Expired, Weighted average grant date fair value	46.57	42.97
Nonvested, Weighted average grant date fair value ending period	$ 23.53	$ 44.10

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

12. Income taxes

Pretax losses consist of the following:


	Year ended December 31,
(in thousands)	2022			2021			2020
United States	$	(118,579	)	$	(62,558	)	$	(31,891	)
Non-U.S.		(20,845	)		(14,153	)		(5,644	)
Total pre-tax losses	$	(139,424	)	$	(76,711	)	$	(37,535	)

Our components of the provision for income taxes are as follows:


	Year ended December 31,
(in thousands)	2022		2021			2020
Income tax provision (benefit)
Current:
Federal	$	—	$	—		$	—
State	27		11			24
Foreign	261		134			1
Total current	$	288	$	145		$	25
Deferred:
Federal		61		(202	)		—
State		146		23			—
Foreign		—		—			—
Total deferred		207		(179	)		—
Total provision (benefit)	$	495	$	(34	)	$	25

Our provision for income taxes attributable to continuing operations differs from the expected tax expense (benefit) amount computed by applying the U.S. statutory federal income tax rate of 21% to income from continuing operations before income taxes. The variance is primarily a result of the application of a valuation allowance for net deferred assets, including NOL carryforwards and credits generated in Australia, the UK, and the United States. Current state income tax expense for the period is a result of the Texas Gross Margin tax. Current foreign income tax expense for the period is a result of taxable profits in Ireland, Ukraine and other foreign countries where we are profitable along with withholding taxes. Deferred income tax expense is a result of taxable temporary differences related to indefinite-lived assets along with a tax benefit related to the reduction of the valuation allowance due to the purchase of Bundle B2B during the year.


	Year ended December 31,
(in thousands)	2022			2021			2020
U.S. federal taxes at statutory rate		21.00	%		21.00	%		21.00	%
State taxes, net of federal benefit		5.33			5.58			4.91
Foreign tax rate differentials		0.64			0.83			0.66
Research and development credit		0.80			2.65			4.97
Purchase price accounting		0.09			0.35			0.00
Stock-based compensation		(1.16	)		26.29			16.97
Officers compensation		(0.59	)		(15.65	)		0.00
Permanent differences, other		(0.50	)		(0.92	)		(8.17	)
Change in valuation allowance		(25.97	)		(40.09	)		(40.41	)
Other		—			—			—
Effective tax rate		(0.36	)%		0.04	%		(0.07	)%

The Tax Cuts and Jobs Act of 2017 (the “TJCA”) subjects a U.S. shareholder to current tax on certain earnings of foreign subsidiaries under a provision commonly known as GILTI (global intangible low-taxed income). Under U.S. GAAP, an accounting policy election can be made to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years, or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. We have elected to account for GILTI in the year the tax is incurred.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of deferred taxes are as follows:


	December 31,
(in thousands)	2022			2021
Deferred tax assets:
Net operating loss and credit carryforwards	$	100,303		$	76,475
Accrued compensation		6,969			5,901
Allowance for credit losses		2,614			956
Capitalized research and experimental costs		7,501			—
Deferred lease liabilities		3,145			3,176
Deferred revenue		272			358
Depreciation and amortization		16,261			7,942
Stock-based compensation		5,776			3,367
Other		511			756
Gross deferred tax assets	$	143,352		$	98,931
Valuation allowance		(136,101	)		(92,531	)
Deferred tax liabilities:
Deferred commissions		(2,632	)		(2,022	)
Right-of-use assets		(1,474	)		(2,338	)
Goodwill		(965	)		(321	)
Prepaid expenses		(1,739	)		(1,731	)
Other		(768	)		(82	)
Gross deferred tax liabilities		(7,578	)		(6,494	)
Net deferred tax liabilities	$	(327	)	$	(94	)

At December 31, 2022, we had NOL carryforwards for U.S. federal income tax purposes of approximately $294.9 million. Of this total, $246.5 million is related to tax years 2018-2022 that do not have an expiration, as a result of the TCJA. The remaining $48.4 million of U.S. federal NOL carryforwards are available to offset future U.S. federal taxable income and begin to expire in 2036.

At December 31, 2022, we had NOL carryforwards for certain state income tax purposes of approximately $165.6 million. These state NOL carryforwards are available to offset future state taxable income and begin to expire in 2036.

At December 31, 2022, we had foreign NOL carryforwards in Australia and the U.K., combined, of approximately $44.2 million, which are available to offset future foreign taxable income and that do not have an expiration.

At December 31, 2022, we did not provide any U.S. income or foreign withholding taxes related to certain foreign subsidiaries’ undistributed earnings, as such earnings have been retained and are intended to be indefinitely reinvested. The majority of our foreign operations are in excess tax basis over book basis positions. It is not practicable to estimate the amount of taxes that would be payable upon remittance of these earnings, because such tax, if any, is dependent upon circumstances existing if and when remittance occur.

At December 31, 2022, we had research and development tax credit carryforwards of approximately $8.8 million, which are available to offset future U.S. federal income tax. These U.S. federal tax credits begin to expire in 2034.

We have established a valuation allowance due to uncertainties regarding the realizability of deferred tax assets based on our lack of earnings history. During 2022, the valuation allowance increased by approximately $43.6 million due to continuing operations.

We file U.S. federal, state and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2019 through 2022 tax years generally remain open and subject to examination by U.S. federal, state and foreign tax authorities. Losses generated in any year since inception remain open to adjustment until the statute of limitations closes for the tax year in which the NOL carryforwards are utilized. We are currently under audit only in the state of Rhode Island.

As of December 31, 2022, we had $0.4 million unrecognized tax benefits, none of which may reverse in the next 12 months. Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense. During 2022 and 2021, we did not recognize any material interest or penalties.

A reconciliation of our liability for unrecognized tax benefits is as follows:


	December 31,
(in thousands)	2022		2021
Balance, beginning of year	$	396	$	—
Increase for tax positions related to the current year		—		—
Increase for tax positions related to the prior years		—		396
Decrease for tax positions related to prior years		—		—
Balance, end of year	$	396	$	396

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Consolidated balance sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 91,573	$ 297,561
Restricted cash	1,457	1,143
Marketable securities	211,941	102,315
Accounts receivable, net	51,899	39,806
Prepaid expenses and other assets	11,206	9,710
Deferred commissions	6,171	4,013
Total current assets	374,247	454,548
Property and equipment, net	9,083	7,429
Right-of-use-asset	5,887	9,515
Prepaid expenses, net of current portion	470	831
Deferred commissions, net of current portion	7,037	5,673
Intangible assets, net	27,583	35,032
Goodwill	49,749	42,432
Total assets	474,056	555,460
Current liabilities
Accounts payable	7,013	8,211
Accrued liabilities	2,937	2,941
Deferred revenue	17,783	12,752
Current portion of operating lease liabilities	2,609	2,653
Other current liabilities	48,444	36,254
Total current liabilities	78,786	62,811
Deferred revenue, net of current portion	1,759	1,359
Long-term debt	337,497	335,537
Operating lease liabilities, net of current portion	10,008	10,217
Other long-term liabilities, net of current portion	334	7,248
Total liabilities	428,384	417,172
Commitments and contingencies (Note 7)
Stockholders’ equity
Preferred stock $0.0001 par value; 10,000 shares authorized at December 31, 2022 and December 31, 2021; 0 shares issued and outstanding at December 31, 2022 and 2021.
Common stock, $0.0001 par value; 500,000 shares Series 1 authorized at December 31, 2022 and December 31, 2021; 73,945, and 72,311 shares Series 1 issued and outstanding at December 31, 2022 and December 31, 2021, respectively.	7	7
Additional paid-in capital	576,851	528,540
Accumulated other comprehensive loss	(1,199)	(191)
Accumulated deficit	(529,987)	(390,068)
Total stockholders’ equity	45,672	138,288
Total liabilities and stockholders' equity	$ 474,056	$ 555,460

Stockholders' Equity (Deficit) - Summarizes the Weighted-Average Grant Date Value of Options (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted-average grant date fair value of options	$ 11.79	$ 30.71	$ 7.01
Dividend yield	0.00%
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Risk-free interest rate	1.82%	0.96%	0.34%
Expected volatility	63.07%	54.41%	49.64%
Expected life in years	6 years 1 month 2 days	6 years 7 days	5 years 5 months 26 days
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Risk-free interest rate	3.88%	1.08%	0.84%
Expected volatility	66.83%	56.25%	51.49%
Expected life in years	6 years 1 month 6 days	6 years 21 days	6 years 1 month 6 days

Income Taxes - Reconciliation of Liability for Unrecognized Tax Benefits (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Income Tax Disclosure [Abstract]
Increase for tax positions related to the prior years	$ 396
Balance, end of year	$ 396

Stockholders' Equity (Deficit) (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Summary of Stock Options Valuation Assumptions

The following table summarizes the weighted-average grant date value of options and the assumptions used to develop their fair value.


	Year ended December 31,
	2022		2021		2020
Weighted-average grant date fair value of options	$	11.79	$	30.71	$	7.01
Risk-free interest rate	1.82-3.88%		0.96%—1.08%		0.34%—0.84%
Expected volatility	63.07-66.83%		54.41%—56.25%		49.64%—51.49%
Expected life in years	6.09-6.10 years		6.02—6.06 years		5.49—6.10 years
Dividend yield		—		—		—

Summary of Changes in Stock Options Activity

A summary of the changes in common stock options issued under all of the existing stock option plans is as follows:


(in thousands, except per share amounts)	Shares			Weighted average of exercise prices		Weighted average of remaining term (years)		Aggregate intrinsic value
Options outstanding at December 31, 2020		8,215		$	4.30		7.65	$	491,648
Granted		263			58.36		—		—
Exercised		(2,426	)		2.46		—		—
Forfeited		(324	)		11.22		—		—
Options outstanding at December 31, 2021		5,728		$	8.77		6.95	$	168,772
Granted		893			20.04		—		—
Exercised		(729	)		3.01		—		—
Forfeited		(167	)		16.91		—		—
Options outstanding at December 31, 2022		5,725		$	9.33		6.50	$	23,331
Vested and expected to vest at December 31, 2022(1)		5,558		$	8.96		6.43	$	23,294
Vested at December 31, 2022		4,237		$	5.36		5.81	$	22,462

(1)

The expected-to-vest options are the result of applying the pre-vesting forfeiture rate to outstanding options.

Summary of RSU Table

The following table summarizes the RSU activity, including vesting of the performance-based restricted stock units below, under the Plans for the year ending December 31, 2022:


(in thousands, except per share amounts)	Shares			Weighted average grant date fair value
Nonvested at December 31, 2020		1,408		$	24.67
Granted		1,548			57.19
Vested		(350	)		24.07
Cancelled/Forfeited/Expired		(234	)		42.97
Nonvested at December 31, 2021		2,372		$	44.10
Granted		4,880			16.44
Vested		(634	)		32.95
Cancelled/Forfeited/Expired		(403	)		46.57
Nonvested at December 31, 2022		6,215		$	23.53

Summary of Stock-Based Compensation Expense

Total stock-based compensation expense recognized was as follows:


	Year ended December 31,
(in thousands)	2022		2021		2020
Cost of revenue	$	4,181	$	2,055	$	769
Sales and marketing		11,905		7,761		3,310
Research and development		12,292		5,901		2,500
General and administrative		13,954		9,707		4,479
Total stock-based compensation expense	$	42,332	$	25,424	$	11,058

Debt - Summary of Total Interest Expense Recognized Related to Notes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2019
Debt Instrument [Line Items]
Contractual interest expense	$ 7,500
0.25% Convertible Senior Notes Due 2026
Debt Instrument [Line Items]
Contractual interest expense	863	$ 254	$ 0
Amortization of issuance costs	1,960	574
Total	$ 2,823	$ 828

Business Combinations - Summary of Unaudited Pro Forma Financial Information (Details) - Feedonomics LLC - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Total revenue	$ 280,396	$ 234,581
Net loss	$ (103,515)	$ (74,599)

Net Loss per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Net Loss per Share

13. Net loss per share

Net loss per share

Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Because we have reported a net loss for the year ended December 31, 2022, and 2021, the number of shares used to calculate diluted net loss per share of common stock attributable to common stockholders is the same as the number of shares used to calculate basic net loss per share of common stock attributable to common stockholders for the period presented because the potentially dilutive shares would have been antidilutive if included in the calculation. Series 1 and Series 2 have the same rights and privileges except Series 2 are not entitled to vote on any matter except as required by law. A pre-IPO preferred shareholder received Series 2 upon the conversion of their preferred shares at the time of our initial public offering, all of which were subsequently converted to shares of Series 1 common stock. There are no Series 2 shares outstanding as of December 31, 2022.

The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding because such securities would have been antidilutive:


	Year ended December 31,
(in thousands)	2022		2021		2020
Stock options outstanding		5,722		5,684		8,215
Acquisition related contingent consideration (1)		3,640		1,756
Warrants to purchase common stock		—		—		—
Restricted stock units		6,216		2,331		1,408
Convertible debt		4,719		4,719		—
Total potentially dilutive securities		20,297		14,490		9,623

Fair Value Measurements - Summarizes the Estimated Fair Value of Our Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Financial assets:
Financial assets	$ 280,070	$ 364,994
Money market funds
Financial assets:
Financial assets	68,129	262,679
Amortized Cost	68,194	262,679
Gross Unrealized Losses	(65)
Estimated Fair Value	68,129	262,679
U.S Treasury Securities
Financial assets:
Financial assets	72,577	21,926
Amortized Cost	73,208	21,999
Gross Unrealized Losses	(631)	(74)
Estimated Fair Value	72,577	21,925
Corporate securities
Financial assets:
Financial assets	139,364	80,389
Amortized Cost	139,932	80,506
Gross Unrealized Losses	(568)	(117)
Estimated Fair Value	139,364	80,389
Level 1
Financial assets:
Financial assets	140,706	284,605
Level 1 \| Money market funds
Financial assets:
Financial assets	68,129	262,679
Level 1 \| U.S Treasury Securities
Financial assets:
Financial assets	72,577	21,926
Level 2
Financial assets:
Financial assets	139,364	80,389
Level 2 \| Corporate securities
Financial assets:
Financial assets	$ 139,364	$ 80,389

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment, which includes computer software that was purchased or developed for internal use, is composed of the following:


	As of December 31,
(in thousands)	2022			2021
Computer equipment	$	11,185		$	9,081
Computer software		5,765			3,313
Furniture and fixtures		1,924			1,582
Leasehold improvements		6,349			6,234
		25,223			20,210
Less: accumulated depreciation and amortization		(16,140	)		(12,781	)
Property and equipment, net	$	9,083		$	7,429

Consolidated statements of operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenue	$ 279,075	$ 219,855	$ 152,368
Cost of revenue	69,980	48,479	34,126
Gross profit	209,095	171,376	118,242
Operating expenses:
Sales and marketing	134,794	99,350	72,470
Research and development	88,253	64,547	48,332
General and administrative	75,989	56,839	36,137
Acquisition related expenses	35,216	23,299	0
Restructuring charges	7,332
Amortization of intangible assets	8,078	3,284	0
Total operating expenses	349,662	247,319	156,939
Loss from operations	(140,567)	(75,943)	(38,697)
Interest income	4,198	130	31
Interest expense	(2,828)	(828)	(3,103)
Change in fair value of financial instruments			4,413
Other expense	(227)	(70)	(179)
Loss before provision for income taxes	(139,424)	(76,711)	(37,535)
Provision for income taxes	495	(34)	25
Net loss	(139,919)	(76,677)	(37,560)
Dividends and accretion of issuance costs on Series F preferred stock			(962)
Net loss attributable to common stockholders	$ (139,919)	$ (76,677)	$ (38,522)
Basic net loss per share attributable to common stockholders	$ (1.91)	$ (1.08)	$ (0.99)
Diluted net loss per share attributable to common stockholders	$ (1.91)	$ (1.08)	$ (0.99)
Weighted average shares used to compute basic net loss per share attributable to common stockholders	73,226	70,933	39,092
Weighted average shares used to compute diluted net loss per share attributable to common stockholders	73,226	70,933	39,092

Stockholders' Equity (Deficit) - Summary of Changes in Common Stock Options Issued under Existing Stock Option Plans (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Equity [Abstract]
Option outstanding at beginning of period (in shares)	5,728	8,215
Option outstanding, granted (in shares)	893	263
Option outstanding, exercised (in shares)	(729)	(2,426)
Option outstanding, forfeited (in shares)	(167)	(324)
Options outstanding at ending of period (in shares)	5,725	5,728	8,215
Options outstanding, vested and expected to vest	5,558
Options outstanding, vested (in shares)	4,237
Weighted average of exercise prices at beginning of period (in dollars per share)	$ 8.77	$ 4.30
Weighted average of exercise prices, granted (in dollars per share)	20.04	58.36
Weighted average of exercise prices, exercised (in dollars per share)	3.01	2.46
Weighted average of exercise prices, forfeited (in dollars per share)	16.91	11.22
Weighted average of exercise prices at end of period (in dollars per share)	9.33	$ 8.77	$ 4.30
Weighted average of exercise prices, vested and expected to vest (in dollars per share)	8.96
Weighted average of exercise prices, vested (in dollars per share)	$ 5.36
Weighted average of remaining term (years)	6 years 6 months	6 years 11 months 12 days	7 years 7 months 24 days
Weighted average of remaining term, vested and expected to vest at December 31, 2022 (years)	6 years 5 months 4 days
Weighted average of remaining term, vested at December 31, 2022 (years)	5 years 9 months 21 days
Aggregate intrinsic value, options outstanding	$ 23,331	$ 168,772	$ 491,648
Aggregate intrinsic value, vested and expected to vest at December 31, 2022	23,294
Aggregate intrinsic value, vested at December 31, 2022	$ 22,462

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment of goodwill	$ 0
Amortization of intangible assets	$ 8,078,000	$ 3,284,000	$ 0.0

Revenue Recognition and Deferred Costs - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation Of Revenue [Line Items]
Recognized previously deferred revenue	$ 12,000,000.0
Amortization of deferred sales commissions estimated period	4 years
Impairment of deferred commissions	$ 0	$ 0	$ 0
Deferred sales commissions	8,900,000	7,000,000.0	4,500,000
Deferred commission amortization expense	$ 5,200,000	$ 3,500,000	$ 2,200,000
Subscription Solutions \| Minimum
Disaggregation Of Revenue [Line Items]
Contract with customer period	1 year
Subscription Solutions \| Maximum
Disaggregation Of Revenue [Line Items]
Contract with customer period	3 years

Goodwill and Intangible Assets - Schedule of Expected Amortization Expense for Definite-lived Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 8,132
2024	7,997
2025	6,308
2026	3,429
2027	1,717
Net carrying amount	$ 27,583	$ 35,032