UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-39423

BigCommerce Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	46-2707656
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
11305 Four Points Drive Building II, 3rd Floor Austin, Texas	78726
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (512) 865-4500

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Series 1 common stock, $0.0001 par value per share	BIGC	The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of September 30, 2022, the registrant had 73,680,936 shares of common stock, $0.0001 par value per share outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Index to Financial Statements	2
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Loss	5
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36
PART II.	OTHER INFORMATION	38
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	44
Signatures		45

i

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Index to Financial Statements

BigCommerce Holdings, Inc.

Consolidated Financial Statements
Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Operations	4
Condensed Consolidated Statements of Comprehensive Loss	5
Condensed Consolidated Statements of Stockholders’ Equity	6
Condensed Consolidated Statements of Cash Flows	7
Notes to the Condensed Consolidated Financial Statements	8

2

BigCommerce Holdings, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except per share amounts)

	September 30,			December 31,
	2022			2021
Assets
Current assets
Cash and cash equivalents	$	100,609		$	297,561
Restricted cash		1,356			1,143
Marketable securities		206,134			102,315
Accounts receivable, net		48,064			39,806
Prepaid expenses and other assets		13,819			9,710
Deferred commissions		5,532			4,013
Total current assets		375,514			454,548
Property and equipment, net		9,067			7,429
Right-of-use-assets		10,239			9,515
Prepaid expenses, net of current portion		674			831
Deferred commissions, net of current portion		6,727			5,673
Intangible assets, net		29,400			35,032
Goodwill		49,749			42,432
Total assets	$	481,370		$	555,460
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	7,217		$	8,211
Accrued liabilities		2,797			2,941
Deferred revenue		15,626			12,752
Current portion of operating lease liabilities		2,683			2,653
Other current liabilities		37,997			36,254
Total current liabilities		66,320			62,811
Deferred revenue, net of current portion		1,705			1,359
Long-term debt		337,005			335,537
Operating lease liabilities, net of current portion		10,627			10,217
Other long-term liabilities, net of current portion		619			7,248
Total liabilities		416,276			417,172
Commitments and contingencies (Note 7)
Stockholders’ equity
Preferred stock, $0.0001 par value; 10,000 shares authorized at September 30, 2022 and December 31, 2021; 0 shares issued and outstanding, at September 30, 2022 and December 31, 2021		—			—
Common stock, $0.0001 par value; 500,000 shares Series 1 and, 5,051 shares Series 2 authorized at September 30, 2022 and December 31, 2021; 73,704 and 72,311 shares Series 1 issued and outstanding at September 30, 2022 and December 31, 2021, respectively, and 0 shares Series 2 issued and, outstanding at September 30, 2022, and December 31, 2021, respectively		7			7
Additional paid-in capital		563,703			528,540
Accumulated other comprehensive loss		(1,609	)		(191	)
Accumulated deficit		(497,007	)		(390,068	)
Total stockholders’ equity		65,094			138,288
Total liabilities and stockholders’ equity	$	481,370		$	555,460

The accompanying notes are an integral part of these consolidated financial statements.

3

BigCommerce Holdings, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
Revenue	$	72,391		$	59,285		$	206,644		$	154,958
Cost of revenue		17,525			12,403			51,488			31,838
Gross profit		54,866			46,882			155,156			123,120
Operating expenses:
Sales and marketing		34,402			26,101			100,923			69,066
Research and development		22,245			16,532			65,584			44,792
General and administrative		20,503			14,370			57,026			39,089
Acquisition related expenses		6,260			9,792			31,441			10,899
Amortization of intangible assets		2,016			1,402			6,062			1,402
Total operating expenses		85,426			68,197			261,036			165,248
Loss from operations		(30,560	)		(21,315	)		(105,880	)		(42,128	)
Interest income		1,431			24			2,130			65
Interest expense		(706	)		(125	)		(2,120	)		(125	)
Other (expense) income		(376	)		5			(828	)		18
Loss before provision for income taxes		(30,211	)		(21,411	)		(106,698	)		(42,170	)
Provision for income taxes		86			257			241			263
Net loss	$	(30,297	)	$	(21,668	)	$	(106,939	)	$	(42,433	)
Basic and diluted net loss per share attributable to common    stockholders	$	(0.41	)	$	(0.30	)	$	(1.46	)	$	(0.60	)
Weighted average shares used to compute basic and diluted net    loss per share attributable to common stockholders		73,508			71,372			73,027			70,598

The accompanying notes are an integral part of these consolidated financial statements.

4

BigCommerce Holdings, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
Net loss	$	(30,297	)	$	(21,668	)	$	(106,939	)	$	(42,433	)
Other comprehensive income (loss):
Net unrealized gain (loss) on marketable debt securities		(539	)		—			(1,418	)		—
Total comprehensive loss	$	(30,836	)	$	(21,668	)	$	(108,357	)	$	(42,433	)

The accompanying notes are an integral part of these consolidated financial statements.

5

BigCommerce Holdings, Inc.

Condensed Consolidated Statements of Preferred Stock and Stockholders’ Equity

(in thousands)

	Preferred Stock				Common Stock				Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Loss			Equity
Balance at December 31, 2021		—	$	—		72,311	$	7	$	528,540		$	(390,068	)	$	(191	)	$	138,288
Exercise of stock options		—		—		272		—		277			—			—			277
Release of restricted stock units		—		—		90		—		—			—			—			0
Stock-based compensation		—		—		—		—		8,962			—			—			8,962
Total other comprehensive loss		—		—		—		—		—			—			(613	)		(613	)
Net loss		—		—		—		—		—			(37,037	)		—			(37,037	)
Balance at March 31, 2022		—	$	—		72,673	$	7	$	537,779		$	(427,105	)	$	(804	)	$	109,877
Exercise of stock options, net of shares withheld for taxes		—		—		208		—		(219	)		—			—			(219	)
Release of restricted stock units		—		—		248		—		—			—			—			—
Issuance of common stock as consideration for an acquisition		—		—		259		—		4,614			—			—			4,614
Stock-based compensation		—		—		—		—		10,578			—			—			10,578
Total other comprehensive loss		—		—		—		—		—			—			(266	)		(266	)
Net loss		—		—		—		—		—			(39,605	)		—			(39,605	)
Balance at June 30, 2022		—	$	—		73,388	$	7	$	552,752		$	(466,710	)	$	(1,070	)	$	84,979
Exercise of stock options, net of shares withheld for taxes		—		—		192		—		214			—			—			214
Release of restricted stock units		—		—		118		—		—			—			—			—
Issuance of common stock as consideration for an acquisition		—		—		6		—		91			—			—			91
Stock-based compensation		—		—		—		—		10,646			—			—			10,646
Total other comprehensive loss		—		—		—		—		—			—			(539	)		(539	)
Net loss		—		—		—		—		—			(30,297	)		—			(30,297	)
Balance at September 30, 2022		—		—		73,704		7		563,703			(497,007	)		(1,609	)		65,094

	Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Accumulated Other Comprehensive	Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Loss	Equity
Balance at December 31, 2020		—	$	—		69,512	$	7	$	530,143	$	(313,391	)