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, 2024

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, Suite 100 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 November 5, 2024, the registrant had 78,379,980 shares of common stock, $0.0001 par value per share outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION	2
Item 1.	Financial Statements	2
	Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	2
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023	3
	Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2024 and 2023	4
	Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2024 and 2023	5
	Condensed Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2024 and 2023	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41
PART II.	OTHER INFORMATION	43
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3.	Defaults Upon Senior Securities	44
Item 4.	Mine Safety Disclosures	45
Item 5.	Other Information	45
Item 6.	Exhibits	45
	Signatures	46

i

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

BigCommerce Holdings, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

	September 30,			December 31,
	2024			2023
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	35,441		$	71,719
Restricted cash		1,514			1,126
Marketable securities		132,955			198,415
Accounts receivable, net		43,378			37,713
Prepaid expenses and other assets, net		21,032			24,733
Deferred commissions		9,140			8,280
Total current assets		243,460			341,986
Property and equipment, net		9,374			10,233
Operating lease, right-of-use-assets		2,278			4,405
Prepaid expenses, net of current portion		2,412			1,240
Deferred commissions, net of current portion		5,998			7,056
Intangible assets, net		19,699			27,052
Goodwill		51,927			52,086
Total assets	$	335,148		$	444,058
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	8,149		$	7,982
Accrued liabilities		2,771			2,652
Deferred revenue		46,352			32,242
Current portion of operating lease liabilities		2,883			2,542
Other current liabilities		26,432			25,332
Total current liabilities		86,587			70,750
Convertible notes		216,756			339,614
Operating lease liabilities, net of current portion		2,068			7,610
Other long-term liabilities, net of current portion		751			551
Total liabilities		306,162			418,525
Stockholders’ equity
Common stock		7			7
Additional paid-in capital		647,897			620,021
Accumulated other comprehensive income		380			163
Accumulated deficit		(619,298	)		(594,658	)
Total stockholders’ equity		28,986			25,533
Total liabilities and stockholders’ equity	$	335,148		$	444,058

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

2

BigCommerce Holdings, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

	For the three months ended September 30,						For the nine months ended September 30,
	2024			2023			2024			2023
Revenue	$	83,710		$	78,045		$	245,899		$	225,245
Cost of revenue (1)		19,863			19,054			58,113			55,256
Gross profit		63,847			58,991			187,786			169,989
Operating expenses: (1)
Sales and marketing		33,140			36,253			99,997			105,898
Research and development		20,841			21,703			61,116			63,951
General and administrative		16,435			14,342			46,800			45,264
Amortization of intangible assets		2,434			2,033			7,353			6,099
Acquisition related costs		334			1,067			1,001			9,317
Restructuring charges		9,880			5,795			12,452			6,215
Total operating expenses		83,064			81,193			228,719			236,744
Loss from operations		(19,217	)		(22,202	)		(40,933	)		(66,755	)
Gain on convertible note extinguishment		12,110			0			12,110			0
Interest income		2,433			3,059			8,807			8,310
Interest expense		(1,908	)		(721	)		(3,348	)		(2,165	)
Other expense		(142	)		(301	)		(585	)		(333	)
Loss before provision for income taxes		(6,724	)		(20,165	)		(23,949	)		(60,943	)
Provision for income taxes		(269	)		(145	)		(691	)		(552	)
Net loss	$	(6,993	)	$	(20,310	)	$	(24,640	)	$	(61,495	)
Basic net loss per share	$	(0.09	)	$	(0.27	)	$	(0.32	)	$	(0.82	)
Shares used to compute basic net loss per share		77,869			75,387			77,319			74,778

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

	For the three months ended September 30,				For the nine months ended September 30,
	2024		2023		2024		2023
Cost of revenue	$	1,114	$	1,323	$	2,798	$	3,802
Sales and marketing		3,327		3,626		8,332		10,059
Research and development		3,766		4,124		10,515		11,570
General and administrative		2,685		3,028		7,859		8,680

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

3

BigCommerce Holdings, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

(unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
Net loss	$	(6,993	)	$	(20,310	)	$	(24,640	)	$	(61,495	)
Other comprehensive income (loss):
Net unrealized gain on marketable securities		557			155			217			782
Total comprehensive loss	$	(6,436	)	$	(20,155	)	$	(24,423	)	$	(60,713	)

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

4

BigCommerce Holdings, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands)

(unaudited)

	For the three and nine months ended September 30, 2024
	Common Stock				Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Stockholders’
	Shares		Amount		Capital			Deficit			Income/ (Loss)			Equity
Balance at December 31, 2023		76,410	$	7	$	620,021		$	(594,658	)	$	163		$	25,533
Proceeds from exercise of stock options		308		0		974			0			0			974
Release of restricted stock units		507		0		(1,325	)		0			0			(1,325	)
Stock-based compensation		0		0		8,388			0			0			8,388
Total other comprehensive loss		0		0		0			0			(259	)		(259	)
Net loss		0		0		0			(6,392	)		0			(6,392	)
Balance at March 31, 2024		77,225	$	7	$	628,058		$	(601,050	)	$	(96	)	$	26,919
Proceeds from exercise of stock options		77		0	$	271			0			0		$	271
Release of restricted stock units		397		0		0			0			0		0
Issuance of common stock as consideration for an acquisition		41		0		248			0			0			248
Stock-based compensation		0		0		10,009			0			0			10,009
Total other comprehensive loss		0		0		0			0			(81	)		(81	)
Net loss		0		0		0			(11,255	)		0			(11,255	)
Balance at June 30, 2024		77,740	$	7	$	638,586		$	(612,305	)	$	(177	)	$	26,111
Proceeds from exercise of stock options		77	$	0	$	238		$	0		$	0		$	238
Release of restricted stock units		532		0		(1,086	)		0			0			(1,086	)
Stock-based compensation		0		0		10,159			0			0			10,159
Total other comprehensive income		0		0		0			0			557			557
Net loss		0		0		0			(6,993	)		0			(6,993	)
Balance at September 30, 2024		78,349	$	7	$	647,897		$	(619,298	)	$	380		$	28,986

5

	For the three and nine months ended September 30, 2023
	Common Stock				Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Stockholders’
	Shares		Amount		Capital			Deficit			Income/ (Loss)			Equity
Balance at December 31, 2022		73,945	$	7	$	576,851		$	(529,987	)	$	(1,199	)	$	45,672
Proceeds from exercise of stock options		246		0		1,103			0			0			1,103
Release of restricted stock units		396		0		(1,419	)		0			0			(1,419	)
Stock-based compensation		0		0		10,487			0			0			10,487
Total other comprehensive income		0		0		0			0			717			717
Net loss		0		0		0			(22,120	)		0			(22,120	)
Balance at March 31, 2023		74,587	$	7	$	587,022		$	(552,107	)	$	(482	)	$	34,440
Proceeds from exercise of stock options		163	$	0	$	1,156		$	0		$	0		$	1,156
Release of restricted stock units		354		0		(811	)		0			0			(811	)
Stock-based compensation		0		0		11,290			0			0			11,290
Total other comprehensive loss		0		0		0			0			(90	)		(90	)
Net loss		0		0		0			(19,065	)		0			(19,065	)
Balance at June 30, 2023		75,104	$	7	$	598,657		$	(571,172	)	$	(572	)	$	26,920
Proceeds from exercise of stock options		485	$	0	$	1,455		$	0		$	0		$	1,455
Release of restricted stock units		404		0		(1,039	)		0			0			(1,039	)
Issuance of common stock as consideration for an acquisition		89		0		921			0			0			921
Stock-based compensation		0		0		11,773			0			0			11,773
Total other comprehensive income		0		0		0			0			155			155
Net loss		0		0		0			(20,310	)		0			(20,310	)
Balance at September 30, 2023		76,082	$	7	$	611,767		$	(591,482	)	$	(417	)	$	19,875

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

6

BigCommerce Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
Cash flows from operating activities
Net loss	$	(6,993	)	$	(20,310	)	$	(24,640	)	$	(61,495	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization expense		3,484			3,137			10,482			8,981
Amortization of discount on convertible note		344			494			1,338			1,481
Amortization of convertible note premium		(240	)		0			(240	)		0
Stock-based compensation expense		10,159			11,773			28,556			33,550
Provision for expected credit losses		1,289			(47	)		3,002			1,461
Impairment loss		3,031			0			3,031			0
Gain on lease modification		(988	)		0			(988	)		0
Gain on convertible note extinguishment		(12,110	)		0			(12,110	)		0
Other		0			171			(37	)		171
Changes in operating assets and liabilities:
Accounts receivable		445			401			(8,933	)		(1,359	)
Prepaid expenses		2,041			(2,087	)		1,016			(5,571	)
Deferred commissions		389			(1,002	)		198			(1,774	)
Accounts payable		1,022			(220	)		(223	)		(748	)
Accrued and other liabilities		(235	)		(26,858	)		(668	)		(24,753	)
Deferred revenue		3,935			3,119			14,110			12,534
Net cash provided by (used in) operating activities		5,573			(31,429	)		13,894			(37,522	)
Cash flows from investing activities:
Cash paid for acquisition		0		0				(100	)	0
Purchase of property and equipment		(1,064	)		(1,055	)		(2,934	)		(3,135	)
Maturity of marketable securities		59,670			83,135			151,635			206,207
Purchase of marketable securities		(49,355	)		(55,681	)		(85,957	)		(189,075	)
Net cash provided by investing activities		9,251			26,399			62,644			13,997
Cash flows from financing activities:
Proceeds from exercise of stock options		238			1,455			1,483			3,700
Taxes paid related to net share settlement of stock options		(1,086	)		(1,039	)		(2,411	)		(3,269	)
Proceeds from financing obligation		0			0			0			1,081
Payment of convertible note issuance costs		(2,520	)	0				(2,520	)	0
Repayment of convertible notes and financing obligation		(108,709	)		(131	)		(108,980	)		(131	)
Net cash provided by (used in) financing activities		(112,077	)		285			(112,428	)		1,381
Net change in cash and cash equivalents and restricted cash		(97,253	)		(4,745	)		(35,890	)		(22,144	)
Cash and cash equivalents and restricted cash, beginning of period		134,208			75,631			72,845			93,030
Cash and cash equivalents and restricted cash, end of period	$	36,955		$	70,886		$	36,955		$	70,886
Supplemental cash flow information:	<