8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 23, 2023

BigCommerce Holdings, Inc.

(Exact name of registrant as specified in charter)

Delaware	001-39423	46-2707656
(State or Other Jurisdiction<br>of Incorporation)	(Commission<br>File Number)	(I.R.S. Employer<br>Identification Number)

11305 Four Points Drive

Building II, Suite 100

Austin, Texas 78726

(Address of principal executive offices, including zip code)

(512) 865-4500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange<br>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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ 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. ☐

Item 2.02 Results of Operations and Financial Condition.

On February 23, 2023, BigCommerce Holdings, Inc. (the “Company”) issued a press release announcing financial results for the three-month period and the fiscal year ended December 31, 2022. The press release contains forward-looking statements regarding the Company, and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

The press release issued February 23, 2023, is furnished herewith as Exhibit 99.1. The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as otherwise stated in such filing.

The Company announces material information to its investors using filings with the Securities and Exchange Commission (the “SEC”), the investor relations page on the Company’s website, at investors.bigcommerce.com, press releases, public conference calls and webcasts. The Company uses these channels to communicate with investors and the public about the Company, its products and services and other matters. Accordingly, the Company encourages investors, the media and others interested in the Company to review the information it makes public in these locations, as such information could be deemed to be material information.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued by BigCommerce Holdings, Inc. dated February 23, 2023.
104	Cover page interactive data file (embedded within the inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BigCommerce Holdings, Inc.
Date: February 23, 2023	By:	/s/ Robert Alvarez
		Robert Alvarez
		Chief Financial Officer

EX-99.1

Exhibit 99.1

BigCommerce Announces Fourth Quarter and Fiscal Year 2022 Financial Results

Fourth Quarter Total Revenue of $72.4 Million, an Increase of 12% Versus Prior Year;

Total ARR of $311.7 Million, an Increase of 16% Versus Prior Year. Enterprise ARR of $224 Million, an Increase of 30% Versus Prior Year.

AUSTIN, Texas – February 23, 2023 –  BigCommerce Holdings, Inc. (“BigCommerce”) (Nasdaq: BIGC), a leading Open SaaS ecommerce platform for fast-growing and established B2C and B2B brands, today announced financial results for its fourth quarter and fiscal year ended December 31, 2022.

“In a challenging year for global ecommerce, BigCommerce grew faster than the broader ecommerce industry, and our Q4 results showed strong progress in both profitability and operating cash flow. Our full-year revenue grew to $279.1 million, up 27% year-over-year,” said Brent Bellm, CEO at BigCommerce. “This strong performance in a tough economy delivered our best-ever gains in market share and global presence. BigCommerce’s 2023 plan achieves profitability in Q4 and focuses our execution on ecommerce leadership in the enterprise segment.”

Fourth Quarter Financial Highlights:

•	Total revenue was $72.4 million, up 12% compared to the fourth quarter of 2021.
•	Total annual revenue run-rate (ARR) as of December 31, 2022 was<br>$311.7 million, up 16% compared to December 31, 2021.
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•	Subscription revenue was $53.3 million, up 14% compared to the fourth quarter of 2021.<br>
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•	ARR from accounts with at least one enterprise plan (“Enterprise Accounts”) was $224 million as<br>of December 31, 2022, up 30% from December 31, 2021.
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•	ARR from Enterprise Accounts as a percent of total ARR was 72% as of December 31, 2022, compared to 64% as<br>of December 31, 2021.
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•	GAAP gross margin was 74%, compared to 74% in the fourth quarter of 2021.<br>Non-GAAP gross margin was 76%, compared to 76% in the fourth quarter of 2021.
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Other Key Business Metrics

•	Number of enterprise accounts was 5,786, up 15% compared to the fourth quarter of 2021.
•	Average revenue per account (ARPA) of enterprise accounts was $38,708, up 13% compared to the fourth quarter of<br>2021.
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•	Revenue in the Americas grew by 12% compared to the fourth quarter of 2021.
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•	Revenue in EMEA grew by 22% and revenue in APAC declined by 6% compared to the fourth quarter of 2021.<br>
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Operating Income/(Loss)

•	GAAP operating loss was ($34.7) million, compared to ($33.8) million in the fourth quarter of 2021.<br>
•	Non-GAAP operating loss was ($9.4) million, compared to ($11.6) million<br>in the fourth quarter of 2021.
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Net Income/(Loss) and Earnings Per Share

•	GAAP net loss was ($33.0) million, compared to ($34.2) million in the fourth quarter of 2021.<br>
•	Non-GAAP net loss was ($7.7) million or (11%) of total revenue,<br>compared to ($12.1) million or (19%) of total revenue in the first quarter of 2021.
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•	GAAP net loss per share was ($0.45) based on 73.8 million weighted-average shares of common stock<br>outstanding, compared to ($0.48) based on 72.0 million weighted-average shares of common stock outstanding in the fourth quarter of 2021.
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•	Non-GAAP net loss per share was ($0.10) based on 73.8 million<br>weighted-average shares of common stock outstanding, compared to ($0.17) based on 72.0 million weighted-average shares of common stock outstanding in the fourth quarter of 2021.
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Adjusted EBITDA

•	Adjusted EBITDA was ($8.6) million, compared to ($10.9) million in the fourth quarter of 2021. Note: In<br>comparison to prior year, results also include the removal of Other Income and Expense from Adjusted EBITDA, which was $0.6 million for the three months ended December 31, 2022.

Cash

•	Cash, cash equivalents, restricted cash, and marketable securities totaled $305.0 million as of<br>December 31, 2022.
•	For the three months ended December 31, 2022, net cash used in operating activities was ($2.7 million),<br>compared to ($8.8) million for the same period in 2021. We reported free cash flow of ($3.7) million or a (5%) free cash flow margin.
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•	For the twelve months ended December 31, 2022, net cash used in operating activities was ($89.4) million,<br>compared to ($40.3) million for the same period in 2021.
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•	For the twelve months ended December 31, 2022, free cash flow was ($94.6) million, compared to ($43.6)<br>million for the same period in 2021.
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•	Included in our 2022 operating cash flow and free cash flow was the first annual payment to Feedonomics of<br>$32.5M related to the contingent compensation arrangements entered into in connection with the 2021 acquisition.
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Fiscal Year 2022Financial Highlights:

•	Total revenue was $279.1 million, up 27% compared to fiscal year 2021.
•	Subscription revenue was $205.8 million, up 33% compared to fiscal year 2021.
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•	GAAP gross margin was 75%, compared to 78% in fiscal year 2021.<br>Non-GAAP gross margin was 76%, compared to 79% in fiscal year 2021.
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Operating Income/(Loss)

•	GAAP operating loss was ($140.6) million, compared to ($75.9) million in fiscal year 2021.<br>
•	Non-GAAP operating loss was ($47.0) million, compared to ($22.8)<br>million in fiscal year 2021.
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Net Income/(Loss) and Earnings Per Share

•	GAAP net loss was ($139.9) million, compared to ($76.7) million in fiscal year 2021.
•	Non-GAAP net loss was ($46.3) million or (16.6%) of total revenue,<br>compared to ($23.6) million or (10.7%) of total revenue in the fiscal year 2021.
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•	GAAP net loss per share was ($1.91) based on 73.2 million weighted-average shares of common stock<br>outstanding, compared to ($1.08) based on 70.9 million weighted-average shares of common stock outstanding in fiscal year 2021.
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•	Non-GAAP net loss per share was ($0.63) based on 73.2 million<br>weighted-average shares of common stock outstanding, compared to ($0.33) based on 70.9 million weighted-average shares of common stock outstanding in fiscal year 2021.
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Adjusted EBITDA

•	Adjusted EBITDA was ($43.6) million, compared to ($20.0) million in fiscal year 2021. Note: In comparison to<br>prior year, results also include the removal of Other Income and Expense from Adjusted EBITDA, which was ($0.2) million for fiscal year 2022.

Business Highlights:

•	Corporate Highlights:

In December, we announced our plan to reduce our cost structure and accelerate our path to profitability from mid to late 2024 to the fourth quarter of 2023. We also made two recent leadership additions. In October, we announced Rosie Rivel joined the company as our first chief information officer. In January, we announced ecommerce industry veteran Mark Adams will join the company as senior vice president and general manager for EMEA. In January, we announced the launch of our Omnichannel Certified Partner (OCP) Program, an enterprise-focused initiative designed to give partners new ways to generate revenue by helping merchants on leading ecommerce platforms to achieve omnichannel success. Over 100 partners have joined the program either the Omnichannel Certified Agency (OCA) Program or the Omnichannel Certified Technology (OCT) Partner Program. Each brings opportunities for partners to empower merchants to further innovate through specialized services such as optimized product feed management from Feedonomics, a BigCommerce company, and unprecedented access to partner initiatives.

•	Product Highlights:

BigCommerce continues to release features and product enhancements that resonate with our target market of enterprise customers. In December, we launched StagingPro, a comprehensive staging and deployment suite that gives enterprise merchants and agency developers a collaborative, near-production level environment to easily test and deploy code to a BigCommerce store.

•	Merchant Highlights: FishUSA, a leading retailer for fishing tackle and supplies needs, launched a new<br>store that takes advantage of integrations with its Netsuite ERP, Square’s point of sale system, and customized workflows with Celigo to deliver a unified shopping experience both online and in-store.Norwall Power Systems launched on BigCommerce capitalizing on our integration with MiniBC, enabling Norwall to have a flexible payment processing working with integrations from both Acctivate and QuickBooks. The Fold London, an iconic<br>fashion brand, launched its store on BigCommerce, taking advantage of our new StagingPro capabilities and leveraging our partner ecosystem and Open SaaS platform for several integrations and data migration. The Chair King, a family-owned<br>business since 1950 with showrooms across Texas, is now selling on BigCommerce with a custom-built connector integrating seamlessly with their ERP. Skee Ball, the brand behind the popular arcade game, launched on BigCommerce to sell its line<br>of games designed specifically for the home, leveraging B2B Edition to sell both B2B and B2C.
•	Partner Highlights:
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In December, BigCommerce announced a new integration with Sage, a leader in accounting, financial, HR and payroll technology, to provide B2C and B2B merchants with an end-to-end commerce solution, integrating their online storefronts to their back-office. The integration of BigCommerce with Sage 100 ERP software empowers businesses to modernize their ecommerce presence and launch fully integrated B2C and B2B storefronts to reach new customers, increase operational efficiency and provide real-time updates and visibility for orders, customer information, invoices and more. BigCommerce is now one of the first enterprise ecommerce platforms to launch in Sage Business Cloud Marketplace for Sage 100 customers looking to sell online. In November, we launched Snapchat for BigCommerce, enabling US merchants of all sizes to directly integrate their store as a one-stop shop to sync product catalogs and create immersive Snapchat ad campaigns to broaden customer reach, open new revenue streams and ultimately scale their business to the next level. In January BigCommerce became the inaugural partner for the launch of Buy with Prime, which allows BigCommerce merchants to easily sync their existing catalog across Amazon and BigCommerce and deploy the Buy with Prime button on their sites. We also started a new partnership with Microsoft Ads and Listings, allowing BigCommerce merchants to create and manage ad campaigns across Microsoft’s extensive properties. Earlier this month, we announced a new strategic partnership with WPP to offer omnichannel solutions to help WPP clients drive growth and maximize sales across hundreds of advertising channels and marketplaces. This innovative partnership will give WPP priority access to new product tools on both BigCommerce and data feed management platform Feedonomics, in addition to providing APIs and data sets that will enable WPP agencies to develop unique insights for clients across product, trend and purchasing data.

Q1 and 2023 Financial Outlook:

For the first quarter of 2023, the Company currently expects:

•	Total revenue between $69.7 million to $72.7 million, implying a year-over-year growth rate of 6% to<br>10%.
•	Non-GAAP operating loss is expected to be between $8.2 million to<br>$12.2 million.
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For the full year 2023, the Company currently expects:

•	Total revenue between $301 million and $313 million, translating into a year-over-year growth rate of<br>8% and 12%.
•	Non-GAAP operating loss between $15.7 million and<br>$22.7 million.
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The Company’s first quarter and 2023 financial outlook is based on a number of assumptions that are subject to change and many of which are outside the Company’s control. If actual results vary from these assumptions, the Company’s expectations may change. There can be no assurance that the Company will achieve these results.

The Company does not provide guidance for operating loss, the most directly comparable GAAP measure to Non-GAAP operating loss, and similarly cannot provide a reconciliation between its forecasted Non-GAAP operating loss and Non-GAAP net loss per share and these comparable GAAP measures without unreasonable effort due to the unavailability of reliable estimates for certain items. These items are not within the Company’s control and may vary greatly between periods and could significantly impact future financial results.

Conference Call Information

BigCommerce will host a conference call and webcast at 4:00 p.m. CT (5:00 p.m. ET) on Thursday, February 23, 2023, to discuss its financial results and business highlights. The conference call can be accessed by dialing (833) 634-1254 from the United States and Canada or (412) 317-6012 internationally and requesting to join the “BigCommerce conference call.” The live webcast of the conference call and other materials related to BigCommerce’s financial performance can be accessed from BigCommerce’s investor relations website at http://investors.bigcommerce.com.

Following the completion of the call through 11:59 p.m. ET on Thursday, March 2, 2023, a telephone replay will be available by dialing (877) 344-7529 from the United States, (855) 669-9658 from Canada or (412) 317-0088 internationally with conference ID 6945940. A webcast replay will also be available at http://investors.bigcommerce.com for 12 months.

AboutBigCommerce

BigCommerce (Nasdaq: BIGC) is a leading open software-as-a-service (SaaS) ecommerce platform that empowers merchants of all sizes to build, innovate and grow their businesses online. BigCommerce provides merchants sophisticated enterprise-grade functionality, customization and performance with simplicity and ease-of-use. Tens of thousands of B2C and B2B companies across 150 countries and numerous industries use BigCommerce to create beautiful, engaging online stores, including Ben & Jerry’s, Molton Brown, S.C. Johnson, Skullcandy, SoloStove, Ted Baker and Vodafone. Headquartered in Austin, BigCommerce has offices in London, Kyiv, San Francisco, and Sydney. For more information, please visit www.bigcommerce.com or follow us on Twitter, LinkedIn, Instagram and Facebook.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “outlook,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “can,” “predict,” “potential,” “strategy, “target,” “explore,” “continue,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. However, not all forward-looking statements contain these identifying words. These statements may relate to our market size and growth strategy, our estimated and projected costs, margins, revenue, expenditures and customer and financial growth rates, our Q1 and 2023 financial outlook, our plans and objectives for future operations, growth, initiatives or strategies. By their nature, these statements are subject to numerous uncertainties and risks, including factors beyond our control, that could cause actual results, performance or achievement to differ materially and adversely from those anticipated or implied in the forward-looking statements. These assumptions, uncertainties and risks include that, among others, our business would be harmed by any decline in new customers, renewals or upgrades, our limited operating history makes it difficult to evaluate our prospects and future results of operations, we operate in competitive markets, we may not be able to sustain our revenue growth rate in the future, our business would be harmed by any significant interruptions, delays or outages in services from our platform or certain social media platforms, and a cybersecurity-related attack, significant data breach or disruption of the information

technology systems or networks could negatively affect our business. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in our filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2022, and the future quarterly and current reports that we file with the SEC. Forward-looking statements speak only as of the date the statements are made and are based on information available to BigCommerce at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. BigCommerce assumes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except as required by law.

Use of Non-GAAP FinancialMeasures

We have provided in this press release certain financial information that has not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Our management uses these Non-GAAP financial measures internally in analyzing our financial results and believes that use of these Non-GAAP financial measures is useful to investors as an additional tool to evaluate ongoing operating results and trends and in comparing our financial results with other companies in our industry, many of which present similar Non-GAAP financial measures. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable financial measures prepared in accordance with GAAP and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. A reconciliation of our historical Non-GAAP financial measures to the most directly comparable GAAP measures has been provided in the financial statement tables included in this press release, and investors are encouraged to review these reconciliations.

Annual Revenue Run-Rate

We calculate annual revenue run-rate (“ARR”) at the end of each month as the sum of: (1) contractual monthly recurring revenue at the end of the period, which includes platform subscription fees, invoiced growth adjustments, feed management subscription fees, recurring professional services revenue, and other recurring revenue, multiplied by twelve to prospectively annualize recurring revenue, and (2) the sum of the trailing twelve-month non-recurring and variable revenue, which includes one-time partner integrations, one-time fees, payments revenue share, and any other revenue that is non-recurring and variable.

Accounts with Greater than $2,000 ACV

We track the total number of accounts with annual contract value (“ACV”) greater than $2,000 (the “ACV threshold”) as of the end of a monthly billing period. To define this $2,000 ACV cohort, we include only subscription plan revenue and exclude partner and services revenue and recurring services revenue. We consider all stores and brands added and subtracted as of the end of the monthly billing period. This metric includes accounts that may have either one single store or brand above the ACV threshold or multiple stores or brands that together exceed the ACV threshold.

Enterprise Account Metrics

To measure the effectiveness of our ability to execute against our growth strategy, particularly within the mid-market and enterprise business segments, we calculate ARR attributable to Enterprise Accounts. We define Enterprise Accounts as accounts with at least one unique Enterprise plan subscription or an enterprise level feed management subscription (collectively “Enterprise Accounts”). These accounts may have more than one Enterprise plan or a combination of Enterprise plans and Essentials plans.

Average Revenue Per Account

We calculate average revenue per account (ARPA) for accounts above the ACV threshold at the end of a period by including customer-billed revenue and an allocation of partner and services revenue, where applicable. We allocate partner revenue, where applicable, primarily based on each customer’s share of GMV processed through that partner’s solution. For partner revenue that is not directly linked to customer usage of a partner’s solution, we allocate such revenue based on each customer’s share of total platform GMV. Each account’s partner revenue allocation is calculated by taking the account’s trailing twelve-month partner revenue, then dividing by twelve to create a monthly average to apply to the applicable period in order to normalize ARPA for seasonality.

Adjusted EBITDA

We define Adjusted EBITDA as our net loss, excluding the impact of stock-based compensation expense and related payroll tax expense, third party acquisition-related costs, and other acquisition related expenses, including contingent compensation arrangements entered into in connection with acquisitions, depreciation, amortization of acquisition-related intangible assets, interest income, interest expense, changes in fair value of financial instruments, restructuring charges, other non-operating income and expense and our provision for income taxes. The most directly comparable GAAP measure is net loss.

Non-GAAP Operating Loss

We define Non-GAAP Operating Loss as our GAAP Loss from operations, excluding the impact of stock-based compensation expense and related payroll tax expense, third party acquisition-related costs, and other acquisition related expenses, including contingent compensation arrangements entered into in connection with acquisitions, amortization of acquisition-related intangible assets, and restructuring charges. The most directly comparable GAAP measure is our loss from operations.

Non-GAAP Net Loss

We define Non-GAAP Net Loss as our GAAP net loss, excluding the impact of stock-based compensation expense and related payroll tax expense, third party acquisition-related costs, and other acquisition related expenses, including contingent compensation arrangements entered into in connection with acquisitions, amortization of acquisition-related intangible assets restructuring charges and changes in fair value of financial instruments. The most directly comparable GAAP measure is our net loss.

Non-GAAP Net Loss per Share

We define Non-GAAP Net Loss per Share as our Non-GAAP Net Loss, defined above, divided by our basic and diluted GAAP weighted average shares outstanding. The most directly comparable GAAP measure is our net loss per share.

Free Cash Flow

We define Free Cash flow as our GAAP cash flow from operating activities plus our GAAP purchases of property and equipment (Capital Expenditures). The most directly comparable GAAP measure is our cash flow from operating activities.

Media Relations Contact	Investor Relations Contact
Brad Hem	Daniel Lentz
PR@BigCommerce.com	InvestorRelations@BigCommerce.com

Consolidated Balance Sheet

(in thousands, except per share amounts)

			2021
Assets
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
Liabilities and stockholders’ equity
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<br>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<br>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

All values are in US Dollars.

Consolidated Statement of Operations

(in thousands, except per share amounts)

	Year ended December 31,
	2022			2021			2020
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			—
Restructuring charges		7,332			—			—
Amortization of intangible assets		8,078			3,284			—
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 and diluted net loss per share attributable to common stockholders	$	(1.91	)	$	(1.08	)	$	(0.99	)
Weighted average shares used to compute basic and diluted net loss per share attributable to<br>common stockholders		73,226			70,933			39,092

Consolidated Statement of Cash Flows

(in thousands)

	Year ended December 31,
	2022			2021			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 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<br>and commissions and other offering costs		—			—			171,129
Proceeds from issuance of common stock upon secondary offering, net of underwriting discounts and<br>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
Changes in capital additions, accrued but not paid	$	107		$	—		$	—
Reconciliation of cash, cash equivalents and restricted cash within the condensed consolidatedbalance 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
Total cash, cash equivalents and restricted cash	$	93,030		$	298,704		$	220,607

Disaggregated Revenue:

	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

Revenue by Geography:

	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

Reconciliation of GAAP to Non-GAAP Results

(in thousands, except per share amounts)

Reconciliation of operating loss to Non-GAAP operating loss:

	Year ended December 31,
	2022			2021			2020
	(dollars in thousands)
Operating loss	$	(140,567	)	$	(75,943	)	$	(38,697	)
Less: stock-based compensation expense		42,332			25,424			11,058
Less: payroll tax associated with stock-based compensation expense		654			1,111			222
Less: third-party acquisition related costs		35,216			23,299			—
Less: restructuring charges		7,332			—			—
Less: amortization of intangible assets		8,078			3,284			—
Non-GAAP operating loss		(46,955	)		(22,825	)		(27,417	)
Non-GAAP operating margin		(16.8	)%		(10.4	)%		(18.0	)%

Reconciliation of net loss & net loss per share to Non-GAAP netloss & Non-GAAP net loss per share:

	Year ended December 31,
	2022			2021			2020
	(dollars in thousands)
Net Loss	$	(139,919	)	$	(76,677	)	$	(37,560	)
Less: stock-based compensation expense		42,332			25,424			11,058
Less: payroll tax associated with stock-based compensation expense		654			1,111			222
Less: third-party acquisition related costs		35,216			23,299			—
Less: restructuring charges		7,332			—			—
Less: amortization of intangible assets		8,078			3,284			—
Less: change in fair value of financial instruments		—			—			(4,413	)
Non-GAAP net loss		(46,307	)		(23,559	)		(30,693	)
Non-GAAP net loss per share		(0.63	)		(0.33	)		(0.79	)
Weighted average shares used to compute basic and diluted net loss per share attributable to<br>common stockholders		73,226			70,933			39,092
Non-GAAP net loss margin		(16.6	)%		(10.7	)%		(20.1	)%

Reconciliation of net loss to adjusted EBITDA:

	Year ended December 31,
	2022			2021			2020
	(dollars in thousands)
Net loss	$	(139,919	)	$	(76,677	)	$	(37,560	)
Stock-based compensation expense		42,332			25,424			11,058
Payroll tax associated with stock based-compensation expense		654			1,111			222
Depreciation		3,344			2,867			3,084
Third-party acquisition related costs		35,216			23,299			—
Restructuring charges		7,332			—			—
Amortization of intangible assets		8,078			3,284			—
Interest income		(4,198	)		(130	)		(31	)
Interest expense		2,828			828			3,103
Change in fair value of financial instrument		—			—			(4,413	)
Other income/expense		227			70			179
Provision for income taxes		495			(34	)		25
Adjusted EBITDA	$	(43,611	)	$	(19,958	)	$	(24,333	)
Adjusted EBITDA margin		(15.6	)%		(9.1	)%		(16.0	)%

Reconciliation of cost of revenue to Non-GAAP cost of revenue:

	Year ended December 31,
	2022			2021			2020
	(dollars in thousands)
Cost of revenue	$	69,980		$	48,479		$	34,126
Less: share-based compensation expense		4,181			2,055			769
Less: payroll tax associated with share-based compensation expense		45			67			34
Non-GAAP cost of revenue		65,754			46,357			33,323
As of % of revenue		23.6	%		21.1	%		21.9	%

Reconciliation of sales and marketing expense to Non-GAAP sales and marketingexpense:

	Year ended December 31,
	2022			2021			2020
	(dollars in thousands)
Sales and marketing	$	134,794		$	99,350		$	72,470
Less: share-based compensation expense		11,905			7,761			3,310
Less: payroll tax associated with share-based compensation expense		132			483			155
Non-GAAP sales and marketing		122,757			91,106			69,005
As of % of revenue		44.0	%		41.4	%		45.3	%

Reconciliation of research and development expense to Non-GAAPresearch and development expense:

	Year ended December 31,
	2022			2021			2020
	(dollars in thousands)
Research and development	$	88,253		$	64,547		$	48,332
Less: share-based compensation expense		12,292			5,901			2,500
Less: payroll tax associated with share-based compensation expense		96			269			—
Non-GAAP research and development		75,865			58,377			45,832
As of % of revenue		27.2	%		26.6	%		30.1	%

Reconciliation of general and administrative expense to Non-GAAP general andadministrative expense:

	Year ended December 31,
	2022			2021			2020
	(dollars in thousands)
General and administrative	$	75,989		$	56,839		$	36,137
Less: share-based compensation expense		13,954			9,707			4,479
Less: payroll tax associated with share-based compensation expense		381			292			33
Non-GAAP general and administrative		61,654			46,840			31,625
As of % of revenue		22.1	%		21.3	%		20.8	%

Reconciliation of net cash used in operating activities to free cash flow:

	Year ended December 31,
	2022			2021			2020
	(dollars in thousands)
Net cash used in operating activities	$	(89,357	)	$	(40,300	)	$	(26,529	)
Capital expenditures	$	(5,196	)	$	(3,304	)	$	(1,964	)
Free cash flow	$	(94,553	)	$	(43,604	)	$	(28,493	)

YoY comparisons:

Income Statement:

	Three months ended<br><br><br>December 31,						Twelve months ended<br><br><br>December 31,
	2022			2021			2022			2021
Revenue	$	72,431		$	64,897		$	279,075		$	219,855
Cost of revenue		18,492			16,641			69,980			48,479
Gross profit		53,939			48,256			209,095			171,376
Operating expenses:
Sales and marketing		33,871			30,284			134,794			99,350
Research and development		22,669			19,755			88,253			64,547
General and administrative		18,963			17,750			75,989			56,839
Acquisition related expenses		3,775			12,400			35,216			23,299
Restructuring charges		7,332			—			7,332			—
Amortization of intangible assets		2,016			1,882			8,078			3,284
Total operating expenses		88,626			82,071			349,662			247,319
Loss from operations		(34,687	)		(33,815	)		(140,567	)		(75,943	)
Interest income		2,068			65			4,198			130
Interest expense		(708	)		(703	)		(2,828	)		(828	)
Change in fair value of financial instruments		—			—			—			—
Other expense		601			(88	)		(227	)		(70	)
Loss before provision for income taxes		(32,726	)		(34,541	)		(139,424	)		(76,711	)
Provision for income taxes		254			(297	)		495			(34	)
Net loss	$	(32,980	)	$	(34,244	)	$	(139,919	)	$	(76,677	)
Dividends and accretion of issuance costs on Series F preferred stock	$	—		$	—		$	—		$	—
Net loss attributable to common stockholders	$	(32,980	)	$	(34,244	)	$	(139,919	)	$	(76,677	)
Basic and diluted net loss per share attributable to common stockholders	$	(0.45	)	$	(0.48	)	$	(1.91	)	$	(1.08	)
Weighted average shares used to compute basic and diluted net loss per share attributable to<br>common stockholders		73,819			71,952			73,226			70,933

Cash Flow:

	Three months ended<br><br><br>December 31,						Twelve months ended<br><br><br>December 31,
	2022			2021			2022			2021
Cash flows from operating activities
Net loss	$	(32,980	)	$	(34,244	)	$	(139,919	)	$	(76,677	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,791			2,630			11,421			6,151
Amortization of discount on debt		492			487			1,960			574
Stock-based compensation		12,146			7,742			42,332			25,424
Allowance for credit losses		1,237			1,350			8,244			3,474
Change in fair value of financial instrument		—			—			—			—
Restructuring charges		7,332			—			7,332			—
Changes in operating assets and liabilities:								—			—
Accounts receivable		(5,072	)		(7,381	)		(20,337	)		(17,279	)
Prepaid expenses		2,817			4,094			(1,134	)		(2,413	)
Deferred commissions		(949	)		(1,441	)		(3,463	)		(3,525	)
Accounts payable		(204	)		2,326			(1,198	)		2,137
Accrued and other current liabilities		7,486			15,900			100			20,437
Deferred revenue		2,211			(280	)		5,305			1,397
Net cash used in operating activities		(2,693	)		(8,817	)		(89,357	)		(40,300	)
Cash flows from investing activities:
Cash paid for acquisition		—			(115	)		(696	)		(81,067	)
Purchase of marketable securities		(44,297	)		(63,539	)		(214,184	)		(107,006	)
Purchase of property and equipment		(990	)		(1,017	)		(5,196	)		(3,304	)
Maturity of marketable securities		38,900			4,500			103,550			4,500
Net cash used in investing activities		(6,387	)		(60,171	)		(116,526	)		(186,877	)
Cash flows from financing activities:
Payment of debt issuance costs		—			—			—			(10,037	)
Purchase of capped calls		—			—			—			(35,570	)
Payment of Series F dividends		—			—			—			—
Proceeds from exercise of stock options and warrants		145			1,642			209			5,881
Proceeds from issuance of convertible senior notes		—			—			—			345,000
Repayment of debt		—			—			—			—
Net cash provided by financing activities		145			1,642			209			305,274
Net change in cash and cash equivalents and restricted cash		(8,935	)		(67,346	)		(205,674	)		78,097
Cash and cash equivalents and restricted cash, beginning of period		101,965			366,050			298,704			220,607
Cash and cash equivalents and restricted cash, end of period	$	93,030		$	298,704		$	93,030		$	298,704
Supplemental cash flow information:
Cash paid for interest	$	—		$	—		$	903		$	—
Cash paid for taxes	$	—		$	—		$	32		$	—
Noncash investing and financing activities:
Fair value of shares issued as consideration for acquisition		768			2,003			5,388			2,003
Changes in capital additions, accrued but not paid	$	—		$	—		$	107		$	—
Reconciliation of cash, cash equivalents and restricted cash within the condensed consolidatedbalance sheet to the amounts shown in the statements of cash flows above:
Cash and cash equivalents		91,573			297,561			91,573			297,561
Restricted cash		1,457			1,143			1,457			1,143
Total cash, cash equivalents and restricted cash	$	93,030		$	298,704		$	93,030		$	298,704

Disaggregated Revenue:

	Three months endedDecember 31,				Twelve months endedDecember 31,
(in thousands)	2022		2021		2022		2021
Subscription solutions	$	53,297	$	46,852	$	205,800	$	154,933
Partner and services		19,134		18,045		73,275		64,922
Total revenue	$	72,431	$	64,897	$	279,075	$	219,855

Reconciliation of operating loss to Non-GAAP operating loss:

	Three months endedDecember 31,						Twelve months endedDecember 31,
	2022			2021			2022			2021
Operating loss	$	(34,687	)	$	(33,815	)	$	(140,567	)	$	(75,943	)
Less: stock-based compensation expense		12,146			7,742			42,332			25,424
Less: payroll tax associated with stock-based compensation expense		13			144			654			1,111
Less: third-party acquisition related costs		3,775			12,400			35,216			23,299
Less: restructuring charges		7,332			—			7,332			—
Less: amortization of intangible assets		2,016			1,882			8,078			3,284
Non-GAAP operating loss		(9,405	)		(11,647	)		(46,955	)		(22,825	)
Non-GAAP operating margin		(13.0	)%		(17.9	)%		(16.8	)%		(10.4	)%

Reconciliation of net loss & Net Loss per share to Non-GAAP netloss & Non-GAAP net loss per share:

	Three months endedDecember 31,						Twelve months endedDecember 31,
	2022			2021			2022			2021
Net loss	$	(32,980	)	$	(34,244	)	$	(139,919	)	$	(76,677	)
Less: stock-based compensation expense		12,146			7,742			42,332			25,424
Less: payroll tax associated with stock-based compensation expense		13			144			654			1,111
Less: third-party acquisition related costs		3,775			12,400			35,216			23,299
Less: restructuring charges		7,332			—			7,332			—
Less: amortization of intangible assets		2,016			1,882			8,078			3,284
Less: change in fair value of financial instruments		—			—			—			—
Non-GAAP net loss		(7,698	)		(12,076	)		(46,307	)		(23,559	)
Non-GAAP net loss per share		(0.10	)		(0.17	)		(0.63	)		(0.33	)
Weighted average shares used to compute basic and diluted net loss per share attributable to<br>common stockholders		73,819			71,952			73,226			70,933
Non-GAAP net loss margin		(10.6	)%		(18.6	)%		(16.6	)%		(10.7	)%

Reconciliation of net loss to adjusted EBITDA:

	Three months endedDecember 31,						Twelve months endedDecember 31,
	2022			2021			2022			2021
Net loss	$	(32,980	)	$	(34,244	)	$	(139,919	)	$	(76,677	)
Stock-based compensation expense		12,146			7,742			42,332			25,424
Payroll tax associated with stock-based compensation expense		13			144			654			1,111
Depreciation		776			716			3,344			2,867
Third-party acquisition related costs		3,775			12,400			35,216			23,299
Restructuring charges		7,332			—			7,332			—
Amortization of intangible assets		2,016			1,882			8,078			3,284
Interest income		(2,068	)		(65	)		(4,198	)		(130	)
Interest expense		708			703			2,828			828
Change in fair value of financial instrument		—			—			—			—
Other income/expense		(601	)		88			227			70
Provision for income taxes		254			(297	)		495			(34	)
Adjusted EBITDA	$	(8,629	)	$	(10,931	)	$	(43,611	)	$	(19,958	)
Adjusted EBITDA Margin		(11.9	)%		(16.8	)%		(15.6	)%		(9.1	)%

COR:

	Three months endedDecember 31,						Twelve months endedDecember 31,
	2022			2021			2022			2021
Cost of revenue	$	18,492		$	16,641		$	69,980		$	48,479
Less: share-based compensation expense		1,278			849			4,181			2,055
Less: payroll tax associated with share-based compensation expense		2			3			45			67
Non-GAAP cost of revenue		17,212			15,789			65,754			46,357
As a % of revenue		23.8	%		24.3	%		23.6	%		21.1	%

Sales and marketing:

	Three months endedDecember 31,						Twelve months endedDecember 31,
	2022			2021			2022			2021
Sales and marketing	$	33,871		$	30,284		$	134,794		$	99,350
Less: share-based compensation expense		3,328			2,410			11,905			7,761
Less: payroll tax associated with share-based compensation expense		4			67			132			483
Non-GAAP sales and marketing		30,539			27,807			122,757			91,106
As a % of revenue		42.2	%		42.8	%		44.0	%		41.4	%

Research and development:

	Three months endedDecember 31,						Twelve months endedDecember 31,
	2022			2021			2022			2021
Research and development	$	22,669		$	19,755		$	88,253		$	64,547
Less: share-based compensation expense		3,635			1,721			12,292			5,901
Less: payroll tax associated with share-based compensation expense		4			31			96			269
Non-GAAP research and development		19,030			18,003			75,865			58,377
As a % of revenue		26.3	%		27.7	%		27.2	%		26.6	%

General and administrative:

	Three months endedDecember 31,						Twelve months endedDecember 31,
	2022			2021			2022			2021
General & administrative	$	18,963		$	17,750		$	75,989		$	56,839
Less: share-based compensation expense		3,905			2,762			13,954			9,707
Less: payroll tax associated with share-based compensation expense		3			43			381			292
Non-GAAP general & administrative		15,055			14,945			61,654			46,840
As a % of revenue		20.8	%		23.0	%		22.1	%		21.3	%

Free cash flow (FCF):

	Three months endedDecember 31,						Twelve months endedDecember 31,
(in thousands)	2022			2021			2022			2021
Net cash used in operating activities	$	(2,693	)	$	(8,816	)	$	(89,357	)	$	(40,300	)
Capital expenditures	$	(990	)	$	(1,017	)	$	(5,196	)	$	(3,304	)
Free cash flow	$	(3,683	)	$	(9,833	)	$	(94,553	)	$	(43,604	)