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Business Combinations
12 Months Ended
Dec. 31, 2021
Business Combinations [Abstract]  
Business Combinations

5. Business combinations

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 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. Our purchase accounting is not yet complete, and the fair value of assets acquired, and liabilities assumed, including valuation of intangibles assets, may change as additional information is received during the measurement period. The measurement period will end no later than one year from the acquisition date.

 

The financial results of Feedonomics are included in our financial statements beginning July 23, 2021. For the year ended December 31, 2021, our results include $14.4 million of revenue and $0.1 million of net income in our Condensed Statements of Operations related to Feedonomics. Acquisition related costs of $23.3 million were expensed as incurred during the year ended December 31, 2021.

 

The table below summarizes the preliminary 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 cash flow and the determination of the discount rate. Key assumptions in the valuation of the intangibles include, the revenue growth rate, customer attrition rate, technology useful life, and the weighted average cost of capital. In Q4, we finalized the purchase price due to the finalization of post close adjustments, which led to an increase in the overall purchase price of $0.1 million. Additionally, we increased the valuation of intangible assets by $0.2 million due to adjustments to our intangibles valuation. The combination of these two adjustments reduced goodwill by $0.1 million. The goodwill of $41.3 million from this transaction is expected to be primarily deductible for tax purposes. We are still evaluating the tax treatment of contingent compensation arrangements which may 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 post-acquisition services, in which $32.5 million will be made to those individuals within ten business days after both the first and second anniversaries of the closing or upon the earlier achievement of certain product and financial milestones for an aggregate amount of $65.0 million. 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 $21.4 million in additional compensation expense related to these contingent compensation arrangements for the year ended December 30, 2021. We include this expense in acquisition related expenses in our condensed consolidated statements of operations.

 

The preliminary 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, 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. For the year ended December 31, 2020, pro forma adjustments include an increase in amortization of intangible of $7.5 million and an increase in compensation cost of $48.8 million related to the post-acquisition compensation arrangement.

 

 

 

December 31,

 

(in thousands)

 

2021

 

 

2020

 

Total revenue

 

$

234,581

 

 

$

171,156

 

Net loss

 

$

(74,599

)

 

$

(91,854

)

 

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

During the year ended December 31, 2021, BigCommerce completed the acquisition of Quote Ninja, Inc., a premier enterprise software solution providing leading business-to-business ("B2B") 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 for their post-acquisition services, in which $.5 million in additional common stock will be paid to those individuals on the first and second anniversaries of the closing for an aggregate amount of $1.0 million  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 completed technology, have estimated use lives of three years.