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 June 30, 2021

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 June 30, 2021, the registrant had 71,110,070 shares of Series 1 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 Convertible Preferred Stock and 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	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	36
PART II.	OTHER INFORMATION	37
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	66
Item 3.	Defaults Upon Senior Securities	66
Item 4.	Mine Safety Disclosures	66
Item 5.	Other Information	66
Item 6.	Exhibits	67
Signatures		68

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 Convertible Preferred Stock and Stockholders’ Equity (Deficit)	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)

	June 30,			December 31,
	2021			2020
Assets
Current assets
Cash and cash equivalents	$	172,872		$	219,447
Restricted cash		1,156			1,160
Marketable securities		30,397			—
Accounts receivable, net		28,977			22,894
Prepaid expenses and other assets		6,496			8,000
Deferred commissions		3,158			2,571
Total current assets		243,056			254,072
Property and equipment, net		7,329			7,122
Right-of-use-assets		10,575			11,842
Prepaid expenses, net of current portion		1,096			—
Deferred commissions, net of current portion		4,456			3,590
Total assets	$	266,512		$	276,626
Liabilities, convertible preferred stock, and stockholders’ equity
Current liabilities
Accounts payable	$	5,412		$	5,788
Accrued liabilities		3,990			3,344
Deferred revenue		12,860			11,406
Current portion of operating lease liabilities		3,005			3,173
Other current liabilities		17,425			22,176
Total current liabilities		42,692			45,887
Deferred revenue, net of current portion		1,485			1,308
Operating lease liabilities, net of current portion		11,268			12,672
Total liabilities		55,445			59,867
Commitments and contingencies (Note 6)
Convertible preferred stock
Convertible preferred stock, $0.0001 par value; 10,000 shares authorized at June 30, 2021 and December 31, 2020; 0 shares issued and outstanding, at June 30, 2021 and December 31, 2020		—			—
Stockholders’ equity
Common stock, $0.0001 par value; 500,000 shares Series 1 and, 5,051 shares Series 2 authorized at June 30, 2021 and December 31, 2020; 71,110, and 64,461 shares Series 1 issued and outstanding at June 30, 2021 and December 31, 2020, respectively, and 0 and 5,051 shares Series 2 issued and, outstanding at June 30, 2021, and December 31, 2020, respectively		7			7
Additional paid-in capital		545,216			530,143
Accumulated deficit		(334,156	)		(313,391	)
Total stockholders’ equity		211,067			216,759
Total liabilities, convertible preferred stock, and stockholders’    equity	$	266,512		$	276,626

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 June 30,						Six months ended June 30,
	2021			2020			2021			2020
Revenue	$	49,013		$	36,316		$	95,673		$	69,490
Cost of revenue		10,185			7,837			19,435			15,317
Gross profit		38,828			28,479			76,238			54,173
Operating expenses:
Sales and marketing		22,157			16,803			42,966			32,565
Research and development		14,725			11,345			28,260			22,266
General and administrative		13,110			7,714			24,718			14,180
Acquisition related expenses		1,107			—			1,107			—
Total operating expenses		51,099			35,862			97,051			69,011
Loss from operations		(12,271	)		(7,383	)		(20,813	)		(14,838	)
Interest income		29			17			41			18
Interest expense		—			(1,152	)		—			(1,914	)
Change in fair value of financial instruments		—			—			—			4,413
Other income (expense)		27			40			13			(163	)
Loss before provision for income taxes		(12,215	)		(8,478	)		(20,759	)		(12,484	)
Provision for income taxes		6			3			6			20
Net loss	$	(12,221	)	$	(8,481	)	$	(20,765	)	$	(12,504	)
Dividends and accretion of issuance costs on Series F    preferred stock	$	—		$	(1,953	)	$	—		$	(3,698	)
Net loss attributable to common stockholders	$	(12,221	)	$	(10,434	)	$	(20,765	)	$	(16,202	)
Basic and diluted net loss per share attributable to common    stockholders	$	(0.17	)	$	(0.54	)	$	(0.30	)	$	(0.86	)
Weighted average shares used to compute basic and diluted net    loss per share attributable to common stockholders		70,622			19,149			70,194			18,852

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 June 30,						Six months ended June 30,
	2021			2020			2021			2020
Net loss	$	(12,221	)	$	(8,481	)	$	(20,765	)	$	(12,504	)
Other comprehensive income (loss):
Net unrealized gain (loss)		—			—			—			—
Total comprehensive loss	$	(12,221	)	$	(8,481	)	$	(20,765	)	$	(12,504	)

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

5

BigCommerce Holdings, Inc.

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(in thousands)

	Convertible 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	)	$	—	$	216,759
Exercise of stock options		—		—		784		—		1,952			—			—		1,952
Stock-based compensation		—		—		—		—		5,171			—			—		5,171
Net loss		—		—		—		—		—			(8,544	)		—		(8,544	)
Balance at March 31, 2021		—	$	—		70,296	$	7	$	537,266		$	(321,935	)	$	—	$	215,338
Exercise of stock options		—		—		509		—		1,428			—			—		1,428
Release of restricted stock units		—		—		305		—		—			—			—		—
Stock-based compensation		—		—		—		—		6,522			—			—		6,522
Net loss		—		—		—		—		—			(12,221	)		—		(12,221	)
Balance at June 30, 2021		—	$	—		71,110	$	7	$	545,216		$	(334,156	)	$	—	$	211,067
	Convertible Preferred Stock				Common Stock				Additional Paid-in			Accumulated			Accumulated Other Comprehensive		Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Loss		(Deficit)
Balance at December 31, 2019		102,030	$	223,754		18,544	$	2	$	17,244		$	(274,549	)	$	—	$	(257,303	)
Exercise of stock options		—		—		448		—		404			—			—		404
Stock-based compensation		—		—		—		—		1,026			—			—		1,026
Accumulated dividend – Series F		—		1,727		—		—		—			(1,727	)		—		(1,727	)
Accretion of Series F issuance costs		—		18		—		—		(18	)		—			—		(18	)
Warrants issued in connection with debt		—		—		—		—		297			—			—		297
Adoption of new accounting standard - See Note 2		—		—		—		—		—			(364	)		—		(364	)
Net loss		—		—		—		—		—			(4,023	)		—		(4,023	)
Balance at March 31, 2020		102,030	$	225,499		18,992	$	2	$	18,953		$	(280,663	)	$	—	$	(261,708	)
Exercise of stock options		—		—		351		—		366			—			—		366
Exercise of warrants		—		—		35		—		126			—			—		126
Stock-based compensation		—		—		—		—		1,144			—			—		1,144
Accumulated dividend – Series F		—		1,935		—		—		—			(1,935	)		—		(1,935	)
Accretion of Series F issuance costs		—		18		—		—		(18	)		—			—		(18	)
Net loss		—		—		—		—		—			(8,481	)		—		(8,481	)
Balance at June 30, 2020		102,030	$	227,452		19,378	$	2	$	20,571		$	(291,079	)	$	—	$	(270,506	)

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

6

BigCommerce Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

	Six months ended June 30,			Six months ended June 30,
	2021			2020
Cash flows from operating activities
Net loss	$	(20,765	)	$	(12,504	)
Adjustments to reconcile net loss to net cash used in operating    activities:
Depreciation and amortization		1,437			1,678
Amortization of discount on debt		—			389
Stock-based compensation		11,693			2,170
Allowance for credit losses		1,627			944
Change in fair value of financial instrument		—			(4,413	)
Changes in operating assets and liabilities:
Accounts receivable		(7,710	)		(6,005	)
Prepaid expenses		408			(2,253	)
Deferred commissions		(1,453	)		(764	)
Accounts payable		(376 </