Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 24, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Entity Registrant Name | BigCommerce Holdings, Inc. | ||
Entity Central Index Key | 0001626450 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity File Number | 001-39423 | ||
Entity Tax Identification Number | 46-2707656 | ||
Entity Address, Address Line One | 11305 Four Points DriveBuilding II, Suite 100 | ||
Entity Address, City or Town | Austin | ||
Entity Address, State or Province | TX | ||
Entity Interactive Data Current | Yes | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Address, Postal Zip Code | 78726 | ||
City Area Code | 512 | ||
Local Phone Number | 865-4500 | ||
Entity Incorporation, State or Country Code | DE | ||
Title of 12(b) Security | Series 1 common stock, $0.0001 par value per share | ||
Trading Symbol | BIGC | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 74,121,451 | ||
Entity Public Float | $ 1,080 | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Name | Ernst and Young LLP | ||
Auditor Location | Austin, TX | ||
Auditor Firm ID | 42 | ||
Documents Incorporated by Reference | Part III of this Annual Report on Form 10-K incorporates certain information by reference from the definitive proxy statement for the Registrant's 2023 annual meeting of stockholders to be filed within 120 days of the registrant's fiscal year ended December 31, 2022, or the Proxy Statement. Except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K, the Proxy Statement is not deemed to be filed as part of this Annual Report on Form 10-K. |
Consolidated balance sheets
Consolidated balance sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
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 |
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 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 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 |
Consolidated balance sheets (Pa
Consolidated balance sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Series 1 Common Stock | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 73,945,000 | 72,311,000 |
Common stock, shares outstanding | 73,945,000 | 72,311,000 |
Consolidated statements of oper
Consolidated statements of operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
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 | 0 |
Restructuring charges | 7,332 | ||
Amortization of intangible assets | 8,078 | 3,284 | 0 |
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 net loss per share attributable to common stockholders | $ (1.91) | $ (1.08) | $ (0.99) |
Diluted net loss per share attributable to common stockholders | $ (1.91) | $ (1.08) | $ (0.99) |
Weighted average shares used to compute basic net loss per share attributable to common stockholders | 73,226 | 70,933 | 39,092 |
Weighted average shares used to compute diluted net loss per share attributable to common stockholders | 73,226 | 70,933 | 39,092 |
Consolidated statements of comp
Consolidated statements of comprehensive loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (139,919) | $ (76,677) | $ (37,560) |
Other comprehensive income (loss): | |||
Net unrealized gain (loss) on marketable debt securities | (1,008) | (191) | |
Total comprehensive loss | $ (140,927) | $ (76,868) | $ (37,560) |
Consolidated statements of conv
Consolidated statements of convertible preferred stock and stockholders' equity (deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss |
Balance at Dec. 31, 2019 | $ (257,303) | $ (364) | $ 2 | $ 17,244 | $ (274,549) | $ (364) | ||
Temporary equity, shares at Dec. 31, 2019 | 102,030 | |||||||
Temporary equity, balance at Dec. 31, 2019 | $ 223,754 | |||||||
Balance, shares at Dec. 31, 2019 | 18,544 | |||||||
Exercise of stock options | 3,151 | 3,151 | ||||||
Exercise of stock options, shares | 2,015 | |||||||
Exercise of warrants | 126 | 126 | ||||||
Exercise of warrants, shares | 383 | |||||||
Stock-based compensation | 11,058 | 11,058 | ||||||
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other offerings costs | 171,129 | $ 1 | 171,128 | |||||
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other offering costs, shares | 7,878 | |||||||
Issuance of common stock upon secondary public offering, net of underwriting discounts and commissions and other offering costs | 65,112 | 65,112 | ||||||
Issuance of common stock upon secondary public offering, net of underwriting discounts and commissions and other offering costs, shares | 1,000 | |||||||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering | 211,902 | $ 3 | 211,899 | |||||
Temporary equity,Conversion of redeemable preferred stock to common stock upon initial public offering, shares | (102,030) | |||||||
Temporary equity,Conversion of redeemable preferred stock to common stock upon initial public offering | $ (211,902) | |||||||
Conversion of redeemable preferred stock to common stock upon initial public offering, shares | 34,442 | |||||||
Conversion of redeemable convertible debt to common stock upon initial public offering | 50,173 | $ 1 | 50,172 | |||||
Conversion of redeemable convertible debt to common stock upon initial public offering, shares | 5,250 | |||||||
Accumulated dividend—Series F | (918) | (918) | ||||||
Temporary Equity, Accumulated dividend-Series F | 918 | |||||||
Temporary Equity, Payment of Series F dividend | (12,814) | |||||||
Accretion of Series F issuance costs | (44) | (44) | ||||||
Temporary Equity, Accretion of Series F issuance costs | $ 44 | |||||||
Warrants issued in connection with debt | 297 | 297 | ||||||
Net loss | (37,560) | (37,560) | ||||||
Balance at Dec. 31, 2020 | 216,759 | $ 7 | 530,143 | (313,391) | ||||
Balance, shares at Dec. 31, 2020 | 69,512 | |||||||
Exercise of stock options | $ 6,540 | 6,540 | ||||||
Exercise of stock options, shares | 2,426 | 2,427 | ||||||
Release of restricted stock units | 0 | |||||||
Release of restricted stock units, shares | 337 | |||||||
Issuance of common stock as consideration for an acquisition | $ 2,003 | 2,003 | ||||||
Issuance of common stock as consideration for an acquisition, shares | 35 | |||||||
Stock-based compensation | 25,424 | 25,424 | ||||||
Purchase of capped call | (35,570) | (35,570) | ||||||
Total other comprehensive loss | (191) | $ (191) | ||||||
Net loss | (76,677) | (76,677) | ||||||
Balance at Dec. 31, 2021 | $ 138,288 | $ 7 | 528,540 | (390,068) | (191) | |||
Balance, shares at Dec. 31, 2021 | 72,311 | |||||||
Exercise of stock options, shares | 729 | |||||||
Exercise of stock options, net of shares withheld for taxes | $ 436 | 436 | ||||||
Exercise of stock options, net of shares withheld for taxes, shares | 763 | |||||||
Release of restricted stock units, shares | 518 | |||||||
Issuance of common stock as consideration for an acquisition | 5,543 | 5,543 | ||||||
Issuance of common stock as consideration for an acquisition, shares | 353 | |||||||
Stock-based compensation | 42,332 | 42,332 | ||||||
Total other comprehensive loss | (1,008) | (1,008) | ||||||
Net loss | (139,919) | (139,919) | ||||||
Balance at Dec. 31, 2022 | $ 45,672 | $ 7 | $ 576,851 | $ (529,987) | $ (1,199) | |||
Balance, shares at Dec. 31, 2022 | 73,945 |
Consolidated statements of cash
Consolidated statements of cash flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 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) provided by 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 and commissions and other offering costs | 171,129 | ||
Proceeds from issuance of common stock upon secondary offering, net of underwriting discounts and 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 | ||
Reconciliation of cash, cash equivalents and restricted cash within the condensed consolidated balance 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 |
Cash and cash equivalents and restricted cash, end of period | $ 93,030 | $ 298,704 | $ 220,607 |
Overview
Overview | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview | 1. Overview BigCommerce is leading a new era of ecommerce. Our software-as-a-service (“SaaS”) platform simplifies the creation of beautiful, engaging online stores by delivering a unique combination of ease-of-use, enterprise functionality, and flexibility. We power both our customers’ branded ecommerce stores and their cross-channel connections to popular online marketplaces, social networks, and offline point-of-sale systems. BigCommerce empowers businesses to turn digital transformation into a competitive advantage. We allow merchants to build their ecommerce solution their way with the flexibility to fit their unique business and product offerings. We provide a comprehensive platform that allows merchants to launch and scale their ecommerce operation, including store design, catalog management, hosting, checkout, order management, reporting, and pre-integration into third-party services like payments, shipping, and accounting. All our stores run on a single code base and share a global, multi-tenant architecture purpose built for security, high performance, and innovation. Our platform serves stores in a wide variety of sizes, product categories, and purchase types, including business-to-consumer and business-to-business. Our headquarters and principal place of business are in Austin, Texas. We were formed in Australia in December 2003 under the name Interspire Pty Ltd and reorganized into a corporation in Delaware under the name BigCommerce Holdings, Inc. in February 2013 . References in these consolidated financial statements to “we,” “us,” “our,” the “Company,” or “BigCommerce” refer to BigCommerce Holdings, Inc. and its subsidiaries, unless otherwise stated. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of significant accounting policies Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Basis of consolidation The accompanying consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Our fiscal year ends on December 31. Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires certain financial instruments to be recorded at fair value; requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting periods. Significant estimates, judgments, and assumptions in these consolidated financial statements include: allocating variable consideration for revenue recognition, constrained revenue; the amortization period for deferred commissions; the allowance for credit losses and a determination of the deferred tax asset valuation allowance. Because of the use of estimates inherent in financial reporting process actual results could differ and the differences could be material to our consolidated financial statements Segment and geographic information Our chief operating decision maker is our chief executive officer. Our chief executive officer reviews the financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Accordingly, we have determined that we operate as a single operating and reportable segment. Revenue by geographic region was as follows: 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 Long-lived assets by geographic region were as follows: Year ended December 31, (in thousands) 2022 2021 Long-lived assets: Americas—U.S. $ 8,318 $ 6,847 Americas—other — — EMEA 465 — APAC 300 582 Total long-lived assets $ 9,083 $ 7,429 Cash and cash equivalents We consider all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash equivalents consist of money market funds and investment securities and are stated at fair value. Restricted cash We maintain a portion of amounts collected through our online payment processor with the online payment processor as a security deposit for future chargebacks. Additionally, we have amounts on deposit with certain financial institutions that serve as collateral for letters of credit and lease deposits. Marketable securities All marketable securities have been classified as available-for-sale and are carried at estimated fair value. We determine the appropriate classification of our investments in debt securities at the time of purchase. Securities may have stated maturities greater than one year. All marketable securities are considered available to support current operations and are classified as current assets. For available-for-sale debt securities in an unrealized loss position, our management first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value and recognized in other income (expense) in the results of operations. For available-for-sale debt securities that do not meet the aforementioned criteria, our management evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, an allowance is recorded for the difference between the present value of cash flows expected to be collected and the amortized cost basis of the security. Impairment losses attributable to credit loss factors are charged against the allowance when management believes an available-for-sale security is uncollectible or when either of the criteria regarding intent or requirement to sell is met. Any unrealized losses from declines in fair value below the amortized cost basis as a result of non-credit loss factors is recognized as a component of accumulated other comprehensive (loss) income, along with unrealized gains. Realized gains and losses and declines in fair value, if any, on available-for-sale securities are included in other income (expense) in the results of operations. The cost of securities sold is based on the specific-identification method. Accounts receivable Accounts receivable are stated at net realizable value and include unbilled receivables. Agreements with enterprise customers can contain promotional billing periods. Since merchants have full access to the functionality of our platform upon contract execution, and we have enforceable rights to receive payments for the promotional period if the contract is early terminated, revenue is recognized ratably over the contract life. When this occurs, we recognize revenue in advance of invoicing creating an unbilled receivable. In addition, some of our PSR agreements include substantive minimums where the consideration paid varies over the term of the contract and revenue is recognized ratably over the contract term. Accounts receivable are net of an allowance for credit losses, are not collateralized, and do not bear interest. Payment terms range from due immediately to due within 90 days . The accounts receivable balance at December 31, 2022 and December 31, 2021 included unbilled receivables of $ 19.9 million and $ 13.1 million, respectively. Unbilled receivables at December 31, 2022 and 2021 includes contract assets related to enterprise subscription solutions and PSR customers of $ 15.7 million and $ 4.2 million, and $ 10.8 million and $ 2.3 million, respectively. We assess the collectability of outstanding accounts receivable on an ongoing basis and maintain an allowance for credit losses for accounts receivable deemed uncollectible. The balance of accounts receivable includes accounts that have been invoiced but unpaid, and unbilled amounts, which represents revenue recognized in advance of billing. We analyze both the invoiced accounts receivable portfolio and our unbilled accounts receivable for significant risks, historical collection activity, and an estimate of future collectability to determine the amount that we will ultimately collect. This estimate is analyzed quarterly and adjusted as necessary. Identified risks pertaining to our invoiced accounts receivable, include the delinquency level, customer type, and current economic environment. The estimate of the amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers, our assessment of the overall portfolio and general economic conditions. Identified risks pertaining to our subscription unbilled accounts receivable include customer type, customer activity on our platform, historical contract termination rates, and customer delinquency. The estimate of the amount of accounts receivable that may not be collected is based primarily on historical contract termination rates, customer delinquency rates and an assessment of the overall portfolio and general economic conditions. The identified risk related to our unbilled accounts related to our PSR business are current partner engagement and activity, the financial wherewithal of the partner, the partner’s future plans and the ability to execute on the plans, and their liquidity and overall financial position. The estimate of the amount of accounts receivable that may not be collected is based primarily on the specific evaluation of the partner based on current level of engagement with BigCommerce, their overall financial position and general economic conditions. The allowance for credit losses consisted of the following: (in thousands) Balance at December 31, 2019 $ 1,167 Cumulative effect adjustment upon adoption 364 Provision for expected credit losses 1,594 Accounts written off ( 1,133 ) Balance at December 31, 2020 $ 1,992 Provision for expected credit losses 3,474 Accounts written off ( 1,599 ) Balance at December 31, 2021 $ 3,867 Provision for expected credit losses 8,244 Accounts written off ( 2,116 ) Balance at December 31, 2022 $ 9,995 The year over year increase in the provision for credit losses was due to an increase in specific reserves as we implemented stricter revenue collection and reserve policies along with an increase in delinquent accounts due to general economic conditions, which led to an increase in the estimate of our overall loss percentage applied to a portion of our portfolio, including unbilled accounts receivable Property and equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives or the related lease terms (if shorter). The estimated useful lives of property and equipment are as follows: Estimated useful life Computer equipment 3 years Computer software 3 years Furniture and fixtures 5 years Leasehold improvements 1 - 10 years Maintenance and repairs that do not enhance or extend the asset’s useful life are charged to operating expenses as incurred. The carrying values of property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, we compare the projected undiscounted future cash flows associated with groups of assets used in combination over their estimated useful lives against their respective carrying amounts. If projected undiscounted future cash flows are less than the carrying value of the asset group, impairment is recorded for any excess of the carrying amount over the fair value of those assets in the period in which the determination is made. Research and development and internal use software Research and development expenses consist primarily of personnel and related expenses for our research and development staff, which include: salaries, benefits, bonuses, and stock-based compensation; the cost of certain third-party contractors; and allocated overhead. Expenditures for research and development, other than internal use software costs, are expensed as incurred. Software development costs associated with internal use software, which are incurred during the application development phase and meet other requirements under the guidance are capitalized. As of December 31, 2022, we have capitalized $ 2.8 million. As of December 31, 2021, software costs capitalized were $ 1.7 million. Concentration of credit risks, significant clients, and suppliers Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents, restricted cash, and accounts receivable. Our investment policy limits investments to high credit quality securities issued by the U.S. government, U.S. government-sponsored agencies, and highly rated corporate securities, subject to certain concentration limits and restrictions on maturities. Our cash and cash equivalents and restricted cash are held by financial institutions that management believes are of high credit quality. Amounts on deposit may at times exceed federally insured limits. We have not experienced any losses on our deposits of cash and cash equivalents. We are exposed to credit risk in the event of default by the financial institutions holding our cash and cash equivalents and bond issuers. Accounts receivable, including unbilled amounts, are derived from sales to our customers and our strategic technology partners who operate in a variety of sectors. We do not require collateral. Estimated credit losses are provided for in the consolidated financial statements and historically have been within management’s expectations. One of our strategic partners accou nted for 12 %, 14 % and 15 % of our revenue at December 31, 2022, 2021 and 2020, respectively, and two of our strategic partners accounted for 30 % at December 31, 2022 while only one strategic partner accounted for 19 % and 24 % of our accounts receivable balance at December 31, 2021 and 2020, respectively. Advertising costs We expense advertising costs as incurred. Advertising expenses were approximately $ 17.5 millio n, $ 16.8 million and $ 12.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. Leases We determine if an arrangement is a lease or contains a lease at inception. At the commencement date of a lease, we recognize a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term. The lease liability is measured at the present value of lease payments over the lease term. As our leases typically do not provide an implicit rate, we use our incremental borrowing rate for most leases. The right-of-use (“ROU”) asset is measured at cost, which includes the initial measurement of the lease liability and initial direct costs incurred and excludes lease incentives. Lease terms may include options to extend or terminate the lease. We record a ROU asset and a lease liability when it is reasonably certain that we will exercise that option. Operating lease costs are recognized on a straight-line basis over the lease term. We also lease office space under short-term arrangements and have elected not to include these arrangements in the ROU asset or lease liabilities. In 2022, a lease was impaired under ASC 360, resulting in a loss of $ 3.7 million as further discussed in Note 8 "Leases". Business combination We record tangible and intangible assets acquired and liabilities assumed in business combinations under the acquisition method of accounting. We use best estimates and assumptions, including but not limited to, future expected cash flows, expected asset lives, and discount rates, to assign a fair value to the tangible and intangible assets acquired and liabilities assumed in business combinations as of the acquisition date. These estimates are inherently uncertain and subject to refinement. We allocate any excess purchase price over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed to goodwill. During the measurement period, which may be up to one year from the acquisition date, adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed may be recorded, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our condensed consolidated statements of operations. Acquisition related expenses Acquisition related expenses consist primarily of cash payments for third-party acquisition costs and other acquisition related expenses. We recog nized $ 35.2 million, $ 23.3 million, and $ 0.0 million in acquisition related expenses during the years ended December 31, 2022, 2021, and 2020, respectively. For the year ended December 31, 2022, $ 0.2 million was recognized on acquisition related spend and $3 5.0 million was recognized in connection with contingent compensation arrangements, as further discussed in Note 5 “Business Combination”. For the year ended December 31, 2021, $ 1.8 million was recognized on acquisition related spend and $ 21.5 million was recognized in connection with contingent compensation arrangement. We entered into contingent compensation arrangements, in which payments will be made or have been made, as applicable, after the first and second anniversaries of the closing or upon the earlier achievement of certain product and financial milestones. The compensation arrangements are contingent upon continued post-acquisition employment with us. 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. Goodwill and other acquired intangible, net We assess goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter, or more frequently if events or changes in circumstances would more likely than not reduce the fair value of a reporting unit below its carrying value. When we elect to perform a qualitative assessment and conclude it is not more likely than not the fair value of the reporting unit is less than its carrying value, no further assessment of that reporting unit is necessary; otherwise, a quantitative assessment is performed and the fair value of the reporting unit is determined. If the carrying value of the reporting unit exceeds the estimated fair value, impairment is recorded. We evaluate the recoverability of finite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of such asset may not be recoverable. If such review determines the carrying amount of the indefinite-lived asset is not recoverable, the carrying amount of such asset is reduced to its fair value. Acquired finite-lived intangible assets are amortized over their estimated useful lives. We evaluate the estimated remaining useful life of these assets when events or changes in circumstances indicate a revision to the remaining period of amortization. If we revise the estimated useful life assumption for any assets, the remaining unamortized balance is amortized over the revised estimated useful life on a prospective basis. Income taxes We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax balances are adjusted to reflect tax rates based on currently enacted tax laws, which will be in effect in the years in which the temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period of the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that those assets will be realized. To date, we have provided a valuation allowance against all of our deferred tax assets as we believe the objective and verifiable evidence of our historical pretax net losses outweighs any positive evidence of its forecasted future results. We will continue to monitor the positive and negative evidence, and we will adjust the valuation allowance as sufficient objective positive evidence becomes available. We recognize the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely upon its technical merits at the reporting date. The unrecognized tax benefit is the difference between the tax benefit recognized and the tax benefit claimed on our income tax return. All of our gross unrecognized tax benefits, if recognized, would not affect its effective tax rate but would be recorded as an adjustment to equity before consideration of valuation allowances. We do not expect unrecognized tax benefits to decrease within the next twelve months. We recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of December 31, 2022, we have no t accrued any interest or penalties related to unrecognized tax benefits. We believe that all material tax positions in the current and prior years have been analyzed and properly accounted for and that the risk of additional material uncertain tax positions that have not been identified is remote. Stock-based compensation We issue stock options, restricted stock units ("RSUs") and performance based restricted stock units (“PSUs”) to our employees and other eligible service providers. Stock-based compensation related to stock options is measured at the date of grant and is recognized on a straight-line basis over the service period, net of estimated forfeitures. We use the Black-Scholes option-pricing model to estimate the fair value of stock options awarded at the date of grant. Stock-based compensation related to RSUs is measured at the date of grant, net of estimated forfeitures, and recognized ratably over the service period. Stock-based compensation related to PSUs is measured at the date of grant and recognized using the accelerated attribution method, net of estimated forfeitures, over the remaining service period. Accounting pronouncements In October 2021, the FASB issued ASU No. 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” which requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. We early adopted this standard on January 1, 2022 , using the prospective method. There is no material impact to our consolidated financial statements for the year ended December 31, 2022 as a result of the adoption. Foreign currency Our functional and reporting currency and the functional and reporting currency of our subsidiaries is the U.S. dollar. Monetary assets and liabilities denominated in foreign currencies are re-measured to U.S. dollars using the exchange rates at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are measured in U.S. dollars using historical exchange rates. Revenue and expenses are measured using the actual exchange rates prevailing on the dates of the transactions. Gains and losses resulting from re-measurement are recorded within Other expense in our consolidated statements of operations and were not material for all periods presented. Restructuring charges Restructuring charges are comprised of costs incurred as a result of our December 15, 2022 reduction in force as well as an impairment of the right of use asset triggered by our decision to cease using a significant portion of certain leased facilities. |
Revenue Recognition and Deferre
Revenue Recognition and Deferred Costs | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition and Deferred Costs | 3. Revenue recognition and deferred costs Our sources of revenue consist of subscription solutions fees and partner and services fees. These services allow customers to access our hosted software over the contract period. The customer is not allowed to take possession of the software or transfer the software. Our revenue arrangements do not contain general rights of refund in the event of cancellations. The following table disaggregates our revenue by major source: 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 Subscription solutions Subscription solutions revenue consists primarily of platform subscription fees from all plans. It also includes recurring professional services and sales of SSL certificates. Subscription solutions are charged monthly, quarterly, or annually for our customers to sell their products and process transactions on our platform. Subscription solutions are generally charged per online store and are based on the store’s subscription plan. Monthly subscription fees for Pro and Enterprise plans are adjusted if a customer’s gross merchandise volume or orders processed are above specified plan thresholds on a trailing twelve-month basis. For most subscription solutions arrangements, excluding enterprise subscription plans, we have determined we meet the variable consideration allocation exception and, therefore, recognize fixed monthly fees or a pro-rata portion of quarterly or annual fees and any transaction fees as revenue in the month they are earned. Enterprise subscription plans include an upfront promotional period in order to incentivize the customer to enter into a subscription arrangement. For these Enterprise arrangements, the total subscription fee is recognized on a straight-line basis over the term of the contract. Revenue recognized in advance of billing is recorded as unbilled accounts receivable. In determining the amount of revenue to be recognized, we determine whether collection of the transaction price is probable. Only amounts deemed probable are recognized as revenue. Key factors in this determination are historical contract termination rates and general economic factors. Professional services, which primarily consist of education packages, launch services, solutions architecting, implementation consulting, and catalog transfer services, are generally billed and recognized as revenue when delivered. Contracts with our retail customers are generally month-to-month, while contracts with our Enterprise customers generally range from one to three years . Contracts are typically non-cancellable for convenience and do not contain refund-type provisions. Revenue is presented net of sales tax and other taxes we collect on behalf of governmental authorities. Subsequent to our acquisition of Feedonomics on July 23, 2021, subscription revenue includes revenue from Feedonomics. Feedonomics provides a technology platform and related services that enables online retailers and other sellers to automate online listings of the sellers’ information across multiple third-party marketplaces and advertisers (such as Amazon, Google, Facebook, etc.). We provide these services under service contracts which are generally one year or less, and in many cases month-to-month. These service types may be sold stand-alone or as part of a multi-service bundle (e.g. both marketplaces and advertising). The service offerings constitute a single combined performance obligation. Services are performed and fees are determined based on monthly usage and are billed in arrears. Partner and services Our partner and services revenue consists of revenue share, partner technology integrations, and marketing services provided to partners. Revenue share relates to fees earned by our partners from customers using our platform, where we have an arrangement with such partners to share such fees as they occur. Revenue share is recognized at the time the earning activity is complete, which is generally monthly. Revenue for partner technology integrations is recorded on a straight-line basis over the life of the contract commencing when the integration has been completed. Fees for marketing services are recognized either at the time the earning activity is complete, or ratably over the length of the contract, depending on the nature of the obligations in the contract. Payments received in advance of services being rendered are recorded as deferred revenue and recognized when the obligation is completed. We also derive revenue from the sales of website themes and applications upon delivery. We recognize revenue share from the sales of third-party applications, on a net basis as we have determined that we are the agent in our arrangements with third-party application providers. All other revenue is recognized on a gross basis, as we have determined we are the principal in these arrangements. Contracts with multiple performance obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Our subscription contracts are generally comprised of a single performance obligation to provide access to our platform, but can include additional performance obligations. For contracts with multiple performance obligations where the contracted price differs from the standalone selling price (“SSP”) for any distinct good or service, we may be required to allocate the contract’s transaction price to each performance obligation using our best estimate of SSP. Judgment is required to determine the SSP for each distinct performance obligation. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. We have determined that our standard list price is our best approximation of SSP. Contracts with our technology solution partners may include multiple performance obligations, which can include integrations and marketing activities. In determining whether integration services are distinct from hosting services we consider various factors. These considerations included the level of integration, interdependency, and interrelation between the implementation and hosting service. We have concluded that the integration services included in contracts with hosting obligations are not distinct. As a result, we defer any arrangement fees for integration services and recognize such amounts over the life of the hosting obligation commencing when the integration has been completed. To determine if marketing activities are distinct, we consider the nature of the promise in the contract, the timing of payment, and the partner expectations. Additional consideration for some partner contracts varies based on the level of customer activity on the platform. Certain agreements contain minimum guarantees of revenue share. These contracts are evaluated to determine if the guaranteed minimum is substantive. If the minimum is deemed substantive, revenue is recognized ratably over the life of the agreement, which results in a contract asset that is included in unbilled receivables. For most of our contracts, we have determined that we meet the variable consideration allocation exception and therefore recognize these variable fees in the period they are earned. Cost of revenue Cost of revenue consists primarily of personnel-related costs, including: stock-based compensation expenses for customer support and professional services personnel; costs of maintaining and securing our infrastructure and platform; amortization expense associated with capitalized internal-use software; and allocation of overhead costs. With our acquisition of Feedonomics on July 23, 2021, cost of revenue also includes personnel and other costs related to feed management services along with other customer support personnel. Deferred revenue Deferred revenue primarily consists of amounts that have been billed to or received from customers in advance of performing the associated services. We recognize revenue from deferred revenue when the services are performed and the corresponding revenue recognition criteria are met. We recognized $ 12.0 million of previou sly deferred revenue during the year ended December 31, 2022. The net increase in the deferred revenue balance for the year ended December 31, 2022 is primarily due to increase in SaaS related subscriptions. Amounts recognized from deferred revenue represent primarily revenue from the sale of subscription solutions, integration, and marketing services. As of December 31, 2022, we had $ 166.1 million of remaining performance obligations, which represents contracted revenue minimums that have not yet been recognized, including amounts that will be invoiced and recognized as revenue in future periods. We expect to recognize approximatel y 51 % of the rem aining performance obligations as revenue in the next 12 months, and the remaining balance in the periods thereafter. Deferred commissions Certain sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions are not paid on subscription renewals. We amortize deferred sales commissions ratably over the estimated period of our relationship with customers of approximately four years . Based on historical experience, we determine the average life of our customer relationship by taking into consideration our customer contracts and the estimated technological life of our platform and related significant features. We include amortization of deferred commissions in Sales and marketing expense in the consolidated statements of operations. We periodically review the carrying amount of deferred commissions to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs. We did no t recognize an impairment of deferred commissions during the years ended December 31, 2022, 2021 and 2020, respectively. Sales commissions of $ 8.9 million, $ 7.0 million and $ 4.5 million were deferred for the years ended December 31, 2022, 2021 and 2020, respectively; and deferred commission amortization expe nse was $ 5.2 millio n, $ 3.5 million and $ 2.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair value measurements Financial instruments carried at fair value include cash and cash equivalents, restricted cash and marketable securities. The carrying amount of accounts receivable, accounts payable, and accrued liabilities approximate fair value due to their relatively short maturities. For assets and liabilities measured at fair value, fair value is the price to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. When determining fair value, we consider the principal or most advantageous market in which it would transact, and assumptions that market participants would use when pricing assets or liabilities. The accounting standard for fair value establishes a fair value hierarchy based on three levels of inputs, the first two of which are considered observable and the last unobservable. The standard requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value are as follows: • Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. • Level 2—Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3—Inputs are unobservable that are significant to the fair value of the asset or liability and are developed based on the best information available in the circumstances, which might include our data. The following table summarizes the estimated fair value of our cash equivalents and marketable securities. As of December 31, 2022 (in thousands) (Level 1) (Level 2) (Level 3) Total Financial assets: Money market funds $ 68,129 $ — $ — $ 68,129 U.S treasury securities $ 72,577 $ — $ — $ 72,577 Corporate securities $ — $ 139,364 $ — $ 139,364 Total financial assets $ 140,706 $ 139,364 $ — $ 280,070 As of December 31, 2021 (in thousands) (Level 1) (Level 2) (Level 3) Total Financial assets: Money market funds $ 262,679 $ — $ — $ 262,679 U.S. treasury securities $ 21,926 $ — $ — $ 21,926 Corporate securities $ — $ 80,389 $ — $ 80,389 Money market funds $ 284,605 $ 80,389 $ — $ 364,994 As of December 31, 2022 (in thousands) Amortized Gross Gross Estimated Cash equivalents: Money market funds $ 68,194 $ — $ ( 65 ) $ 68,129 Marketable securities: U.S treasury securities $ 73,208 $ ( 631 ) $ 72,577 Corporate securities $ 139,932 $ — $ ( 568 ) $ 139,364 As of December 31, 2021 (in thousands) Amortized Gross Gross Estimated Cash equivalents: Money market funds $ 262,679 $ — $ — $ 262,679 Marketable securities: U.S. treasury securities $ 21,999 $ — $ ( 74 ) $ 21,925 Corporate securities $ 80,506 $ — $ ( 117 ) $ 80,389 In September 2021, we issued $ 345.0 million aggregate principal amount of 0.25 % convertible senior notes due 2026 (the “Notes”). The estimated fair value of the notes was app roximately $ 246.9 million as of December 31, 2022. The Notes were categorized as Level 2 instruments as the estimated fair value was determined based on estimated or actual bids and offers of the Notes in an inactive market on the last business day of the period. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combinations | 5. Business combinations Fiscal 2022 April 2022 Acquisition of Bundle B2B Inc. On April 25, 2022 , BigCommerce completed its acquisition of Bundle B2B Inc. (“Bundle”), a B2B eCommerce solution that provides advanced B2B functionality seamlessly with BigCommerce’s platform. The total purchase price was $ 7.7 million. We acquired Bundle because it is complementary to our core business and will allow us to expand our product offerings to our merchant base. The purchase price was based on the expected financial performance of Bundle, 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 purchase price included the issuance of common stock in the amount of $ 4.6 million, cash of $ 0.8 million, an escrow withheld in the amount of $ 0.9 million and $ 1.4 million of contingent consideration. The amount held in escrow will be paid out on the first anniversary date with the issuance of the stock based on the fair value of our common stock on the date of payment. Of the $ 1.4 million contingent consideration, $ 0.7 million is tied to the migration of old merchants to updated plans over a 6 -months period from acquisition date and the remaining $ 0.7 million is tied to ongoing performance measures over a 12 -months period from the acquisition date. The contingent consideration ties to the migration of old merchants to updated plans was met within the first 6 months from the acquisition date and we made the payment in all stock on November 7, 2022. The purchase price included $ 0.4 million of developed technology and $ 7.3 million of goodwill that is not deductible for tax purposes. The identifiable intangible assets, which consisted of developed technology, have estimated useful lives of four years . The pro forma financial information assuming fiscal 2022 acquisition had occurred as of the beginning of the fiscal year prior to the fiscal year of the acquisition, as well as the revenue and earnings generated during the current fiscal year, were not material for disclosure purposes. Fiscal 2021 November 2021 Acquisition of Quote Ninja, Inc. (dba B2B Ninja) On November 12, 2021, BigCommerce acquired Quote Ninja, Inc. (“B2B Ninja”), a premier enterprise software solution providing leading business-to-business 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 Ninja for their post-acquisition services, in which $ 0.5 million in additional common stock would be paid to those individuals on the first and second anniversaries of the closing for an aggregate amount of $ 1.0 million. We made the first contingent payment of $ 0.5 million in all stock on November 16, 2022. 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 developed technology, have estimated useful lives of three years . 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 an 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. T he table below summarizes the 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 cashflow and the determination of the discount rate. The goodwill of $ 41.3 million from this transaction is deductible for tax purposes and will be amortized over 15 years beginning in the month of acquisition. We have evaluated the tax treatment of contingent compensation arrangements which will 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 postacquisition services, in which $ 32.5 million will be paid to those individuals within ten business days after the second anniversary of the closing or upon the earlier achievement of certain product and financial milestones for an aggregate amount of $ 65.0 million, inclusive of the first payment made on August 3, 2022. 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 th e contingent compensation is related to post-acquisition services, it is not considered as part of the purchase price of $ 81.1 million. We recognized $ 34.5 million and $ 21.4 million in addit ional compensation expense related to these contingent compensation arrangements for the year ended December 31, 2022 and December 31, 2021, respectively. We include this expense in acquisition related expenses in our condensed consolidated statements of operations. Further, we elected to make the first contingent compensation payment of $ 32.5 million in cash and made that payment on August 3, 2022. The 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, 2022, pro forma adjustment include a decrease of $ 34.5 million in compensation costs related to the post-acquisition compensation arrangement. 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. The increase in the pro forma adjustment in 2022 can be attributed to the time period in which the post-acquisition compensation arrangement is recognized over the service period of 12 and 24 months. December 31, (in thousands) 2022 2021 Total revenue $ 280,396 $ 234,581 Net loss $ ( 103,515 ) $ ( 74,599 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and intangible assets Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. The changes to the carrying amount of goodwill as follows: (in thousands) Balance as of December 31, 2021 $ 42,432 Goodwill acquired $ 7,317 Balance as of December 31, 2022 $ 49,749 Goodwill amounts are not amortized but tested for impairment on an annual basis. There was no impairment of goodwill as of December 31, 2022. Definite-lived intangible assets are amortized on a straight-line basis over the useful life. Definite-lived intangible assets amortizatio n was $ 8.1 million, $ 3.3 million and $ 0.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. Definite-lived intangible assets consists of the following: (in thousands) December 31, 2022 December 31, 2021 Weighted average remaining useful life as of December 31, 2022 (in years) Gross amount Accumulated amortization Net carrying amount Gross amount Accumulated amortization Net carrying amount Developed technology $ 13,367 $ ( 4,745 ) $ 8,622 $ 12,937 $ ( 1,294 ) $ 11,643 2.5 Customer relationship $ 22,525 $ ( 5,734 ) $ 16,791 $ 22,525 $ ( 1,749 ) $ 20,776 4.3 Trade name $ 2,470 $ ( 711 ) $ 1,759 $ 2,470 $ ( 217 ) $ 2,253 3.6 Non-compete agreement $ 162 $ ( 78 ) $ 84 $ 162 $ ( 24 ) $ 138 1.6 Other intangibles $ 485 $ ( 158 ) $ 327 $ 285 $ ( 63 ) $ 222 2.0 Total definite-lived intangible $ 39,009 $ ( 11,426 ) $ 27,583 $ 38,379 $ ( 3,347 ) $ 35,032 As of December 31, 2022, expected amortization expense for definite-lived intangible assets was as follows: (in thousands) December 31, 2022 2023 8,132 2024 7,997 2025 6,308 2026 3,429 2027 1,717 Thereafter — Total $ 27,583 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 7. Property and equipment Property and equipment, which includes computer software that was purchased or developed for internal use, is composed of the following: As of December 31, (in thousands) 2022 2021 Computer equipment $ 11,185 $ 9,081 Computer software 5,765 3,313 Furniture and fixtures 1,924 1,582 Leasehold improvements 6,349 6,234 25,223 20,210 Less: accumulated depreciation and amortization ( 16,140 ) ( 12,781 ) Property and equipment, net $ 9,083 $ 7,429 Depreciation expense on property and equip ment was $ 3.3 mi llion, $ 2.8 million and $ 3.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Commitments, Contingencies, and
Commitments, Contingencies, and Leases | 12 Months Ended |
Dec. 31, 2022 | |
Commitments Contingencies And Leases [Abstract] | |
Commitments, Contingencies, and Leases | 8. Commitments, contingencies, and leases We had unconditional purchase obligations as of December 31, 2022, as follows: (in thousands) December 31, 2023 $ 11,359 2024 10,750 2025 8,625 2026 — 2027 and thereafter — Total $ 30,734 Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and that the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. From time to time, we are subject to various claims that arise in the normal course of business. In the opinion of management, we are unaware of any pending or unasserted claims that would have a material adverse effect on our financial position, liquidity, or results. Certain executive officers are entitled to payments in the event of termination of employment in connection with a certain change in control. Our certificate of incorporation and certain contractual arrangements provide for indemnification of our officers and directors for certain events or occurrences. We maintain a directors and officers insurance policy to provide coverage in the event of a claim against an officer or director. Historically, we have not been obligated to make any payments for indemnification obligations, and no liabilities have been recorded for these obligations on the consolidated balance sheets as of December 31, 2022 and 2021. Leases We lease certain facilities under operating lease agreements that expire at various dates through 2028 . Some of these arrangements contain renewal options and require us to pay taxes, insurance and maintenance costs. Renewal options were not included in the ROU asset and lease liability calculation. We adopted ASC Topic 842, Leases on January 1, 2019. Operating expenses were $ 3.9 and $ 3.8 million, which included short-term rent expense of $ 0.5 and $ 0.5 million, respectively, for the years ended December 31, 2022 and 2021. Operating rent expense was $ 3.7 million for the year ended December 31, 2020. Supplemental lease information Year ended December 31, Cash flow information (in thousands) 2022 2021 Cash paid for operating lease liabilities $ 3,807 $ 3,927 Right-of-use assets obtained in exchange for operating lease $ — $ — Year ended December 31, Operating lease information 2022 2021 Weighted-average remaining lease-term 4.2 years 5.5 years Weighted-average discount rate 5.37 % 5.46 % The future maturities of operating lease liabilities are as follows: (in thousands) December 31, 2023 3,254 2024 2,985 2025 2,775 2026 2,528 2027 2,133 Thereafter 718 Total minimum lease payments $ 14,393 Less imputed interest ( 1,715 ) Total lease liabilities $ 12,678 Restructuring charges In December of 2022, we executed a plan to reduce our cost structure (the “2022 Restructure”). The 2022 Restructure included workforce reduction initiatives which resulted in $ 3.6 million of severance and other compensation charges to be paid in the first quarter of 2023. The 2022 Restructure also included the decision to cease using certain leased office space in Texas and to make this office space available for sublease in January 2023. As a result, we evaluated the recoverability of our right-of-use assets and determined the carrying values were not fully recoverable. We calculated the impairment by comparing the carrying amount of the asset group to its estimated fair value based on inputs derived from market prices for similar assets. As a result, we impaired $ 3.7 million in right-of-use assets and have recorded this amount in Restructuring Charges on the accompanying consolidated statements of operations. The impairment charge represents the amount by which the carrying value exceeded the estimated fair value of the asset group. These charges were recorded within the operating expenses on the accompanying consolidated statement of operations. |
Other Liabilities
Other Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | 9. Other liabilities The following table summarizes the components of other current liabilities: Year ended (in thousands) 2022 2021 Sales tax payable $ 1,887 $ 679 Payroll and payroll related expenses 16,900 17,315 Acquisition related compensation 24,743 14,309 Other 4,914 3,951 Other current liabilities $ 48,444 $ 36,254 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 10. Debt 2021 Convertible Senior Notes In September 2021, we issued $ 345.0 million aggregate principal amount of 0.25 % convertible senior notes due 2026 (the “Notes”). The Notes were issued in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The net proceeds from the sales of the Notes was approximately $ 335.0 million after deducting offering and issuance costs related to the Notes and before the 2021 Capped Call transactions, as described below. The Notes are our senior, unsecured obligations and accrue interest at a rate of 0.25 % per annum, payable semi-annually in arrears on April 1 and October 1 of each year , beginning on April 1, 2022. The Notes will mature on October 1, 2026 , unless earlier converted, redeemed or repurchased by us. Before July 1, 2026, noteholders will have the right to convert their Notes only under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on December 31, 2021, if the Last Reported Sale Price (as defined in the indenture for the Notes) per share of Common Stock (as defined in the indenture for the Notes) exceeds one hundred and thirty percent ( 130 %) of the Conversion Price (as defined in the indenture for the Notes) for each of at least twenty ( 20 ) Trading Days (as defined in the indenture for the notes) (whether or not consecutive) during the thirty ( 30 ) consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter; (2) during the five (5) consecutive Business Days (as defined in the indenture for the Notes) immediately after any ten (10) consecutive Trading Day period (such ten (10) consecutive Trading Day period, the “Measurement Period”) if the Trading Price per $ 1,000 principal amount of Notes for each Trading Day of the Measurement Period was less than ninety eight percent ( 98 %) of the product of the Last Reported Sale Price per share of Common Stock on such Trading Day and the Conversion Rate (as defined in the indenture for the Notes) on such Trading Day; (3) if we call any or all of the Notes for redemption, such Notes called for redemption may be converted any time prior to the close of business on the second business day immediately before the redemption date; or (4) upon the occurrence of specified corporate events. From and after July 1, 2026, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. We will settle conversions by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The initial conversion rate for the Notes is 13.6783 shares of common stock per $ 1,000 principal amount of Notes, which represents an initial conversion price of approximately $ 73.11 per share of common stock. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events, such as distribution of stock dividends or stock splits. We may not redeem the Notes prior to October 7, 2024. The Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at our option at any time, and from time to time, on or after October 7, 2024 and on or before the 25th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of our common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice; and (ii) the trading day immediately before the date we send such notice. The redemption price will be a cash amount equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, up to, but excluding, the redemption date. Pursuant to the Partial Redemption Limitation (as defined in the indenture for the Notes), we may not elect to redeem less than all of the outstanding Notes unless at least $ 150.0 million aggregate principal amount of Notes are outstanding and not subject to redemption as of the time we send the related redemption notice. If a “fundamental change” (as defined in the indenture for the Notes) occurs, then, subject to a limited exception, noteholders may require us to repurchase their Notes for cash. The repurchase price will be equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, up to, but excluding, the applicable repurchase date. In accounting for the issuance of the Notes, we recorded the Notes as a liability at face value. The effective interest rate for the Notes was 0.84 %. Transaction costs of $ 10.0 million, attributable to the issuance of the Notes were recorded as a direct deduction from the related debt liability in the Consolidated Balance Sheet and are amortized to interest expense over the term of the Notes. 2021 Capped Call Transactions In connection with the pricing of the 2021 Notes, we entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions. We used $ 35.6 million of the net proceeds from the Notes to enter into privately negotiated capped call instruments the (“Capped Call Transactions”) with certain financial institutions. The Capped Call Transactions are generally expected to reduce potential dilution to holders of our common stock upon any conversion of the Notes and/or offset any cash payments we are required to make in excess of the principal amount of the Notes upon conversion of the Notes in the event that the market price per share of our common stock is greater than the strike price of the Capped Call Transactions with such reduction and/or offset subject to a cap. The Capped Call Transactions have an initial cap price of approximately $ 106.34 per share, which represents a premium of 100 % over the last reported sale prices of our common stock of $ 53.17 per share on September 9, 2021, and is subject to certain adjustments under the terms of the Capped Call Transactions. Collectively, the Capped Call Transactions cover, initially, the number of shares of our common stock underlying the Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Notes. The Capped Call Transactions do not meet the criteria for separate accounting as a derivative as they are indexed to our stock. The premiums paid for the Capped Call Transaction have been included as a net reduction to additional paid-in capital within stockholders’ equity. The net carrying amount of the Notes consists of the following: (in thousands) December 31, 2022 December 31, 2021 Principal balance $ 345,000 $ 345,000 Unamortized issuance costs $ ( 7,503 ) $ ( 9,463 ) Carrying value, net $ 337,497 $ 335,537 The total interest expense recognized related to the Notes consists of the following: December 31, (in thousands) 2022 2021 2020 Contractual interest expense $ 863 $ 254 $ 0 Amortization of issuance costs 1,960 574 — Total $ 2,823 $ 828 $ — Debt fees Lender fees that were paid upfront to the lenders and debt issuance fees paid to third parties are recorded as a discount to the carrying amount of debt and are being amortized to interest expense over the life of the debt. Interest expense related to debt discount amortization was not material for any of the periods presented. Net unamortized debt issuance fees as of December 31, 2022 amounted to $ 7.5 million. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | 11. Stockholders’ equity (deficit) 2020 Equity incentive plan In July 2020, our board of directors approved the 2020 Equity Incentive Plan, or 2020 Plan, under which stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units and other cash-based or stock-based awards may be granted to employees, consultants and directors. Shares of common stock that are issued and available for issuance under the 2020 Plan consist of authorized, but unissued or reacquired shares of common stock or any combination thereof. A total of 3,873,885 shares of our common stock was initially authorized and reserved for issuance under the 2020 Plan. This reserve automatically increased on January 1, 2021, and each subsequent anniversary through and including January 1, 2031, by an amount equal to the smaller of (a) 5 % of the number of shares of common stock issued and outstanding on the immediately preceding December 31 and (b) an amount determined by our board of directors. On January 1, 2023 and January 1, 2022 the reserve increased by 3,618,145 shares and 3,484,045 shares, respectively. As of December 31, 2022, a total of 6,163,802 shares of common stock remain available for future issuance under the 2020 Plan. Stock options We use the Black-Scholes option-pricing model to estimate the fair value of our share-based payment awards. The Black-Scholes option-pricing model requires estimates regarding the risk-free rate of return, dividend yields, expected life of the award, and expected annual volatility during the service period. The calculation of expected volatility is based on historical volatility for comparable industry peer groups over periods of time equivalent to the expected life of each stock option grant. As we do not have a significant history as a publicly traded company, we believe that comparable industry peer groups provide a reasonable measurement of volatility in order to calculate a reasonable estimate of fair value of each stock award. The expected term is calculated based on the weighted average of the remaining vesting term and the remaining contractual life of each award. We based the estimate of risk-free rate on the U.S. Treasury yield curve in effect at the time of grant or modification. We have never paid cash dividends and do not currently intend to pay cash dividends, and thus have assumed a dividend yield of zero . Subsequent to our IPO on August 4, 2020, we utilize the quoted market price for our stock on the grant date in the fair value calculation. Prior to our IPO, we estimated the fair value of common stock at the time of grant of the option by considering a number of objective and subjective factors, including independent third-party valuations of our common stock, operating and financial performance, the lack of liquidity of capital stock, and general and industry-specific economic outlook, among other factors. We estimate potential forfeitures of stock grants and adjust compensation cost recorded accordingly. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of stock compensation expense to be recognized in future periods. The following table summarizes the weighted-average grant date value of options and the assumptions used to develop their fair value. Year ended December 31, 2022 2021 2020 Weighted-average grant date fair value of options $ 11.79 $ 30.71 $ 7.01 Risk-free interest rate 1.82 - 3.88 % 0.96 %— 1.08 % 0.34 %— 0.84 % Expected volatility 63.07 - 66.83 % 54.41 %— 56.25 % 49.64 %— 51.49 % Expected life in years 6.09 - 6.10 years 6.02 — 6.06 years 5.49 — 6.10 years Dividend yield — — — A summary of the changes in common stock options issued under all of the existing stock option plans is as follows: (in thousands, except per share amounts) Shares Weighted Weighted Aggregate Options outstanding at December 31, 2020 8,215 $ 4.30 7.65 $ 491,648 Granted 263 58.36 — — Exercised ( 2,426 ) 2.46 — — Forfeited ( 324 ) 11.22 — — Options outstanding at December 31, 2021 5,728 $ 8.77 6.95 $ 168,772 Granted 893 20.04 — — Exercised ( 729 ) 3.01 — — Forfeited ( 167 ) 16.91 — — Options outstanding at December 31, 2022 5,725 $ 9.33 6.50 $ 23,331 Vested and expected to vest at December 31, 2022 (1) 5,558 $ 8.96 6.43 $ 23,294 Vested at December 31, 2022 4,237 $ 5.36 5.81 $ 22,462 (1) The expected-to-vest options are the result of applying the pre-vesting forfeiture rate to outstanding options. The total intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020 w as $ 11.4 million, $ 126.0 million and $ 72.4 million, respectively. The intrinsic value was calculated as the difference between the estimated fair value of our common stock at exercise, and t he exercise price of the in-the-money options. The total grant date fair value of options vested for the years ended December 31, 2022, 2021, and 2020 was $ 7.2 milli on, $ 6.4 million, and $ 11.4 million. At December 31, 2022, 2021 and 2020, there was an estimate d $ 13.1 mil lion, $ 11.5 million and $ 11.4 million, respectively, of total unrecognized compensation costs related to stock options. These costs will be recognized over a weighted-averag e period of 2.5 years. Restricted stock units During the year en ded December 31, 2022, we granted 4,879,976 RSUs to members of management, board members and certain other employees pursuant to the 2020 Plan. The fair value of the RSU grant is determined based upon the market closing price of our common stock on the date of grant. The RSUs vest over the requisite service period of 4 years, subject to the continued employment of the employees. The following table summarizes the RSU activity, including vesting of the performance-based restricted stock units below, under the Plans for the year ending December 31, 2022: (in thousands, except per share amounts) Shares Weighted Nonvested at December 31, 2020 1,408 $ 24.67 Granted 1,548 57.19 Vested ( 350 ) 24.07 Cancelled/Forfeited/Expired ( 234 ) 42.97 Nonvested at December 31, 2021 2,372 $ 44.10 Granted 4,880 16.44 Vested ( 634 ) 32.95 Cancelled/Forfeited/Expired ( 403 ) 46.57 Nonvested at December 31, 2022 6,215 $ 23.53 At December 31, 2022, there was an estimated $ 92.2 million of total unrecognized stock-based compensation costs related to RSUs. These costs will be recognized over a weighted-average period of 3.0 years. Performance-based restricted stock units During the year ended December 31, 2020, we granted 1,216 PSUs to members of management pursuant to the 2013 Plan. These PSUS contained a performance clause which required us to successfully complete an IPO as well as a service condition that required continued employment. As of December 31, 2022, 517 PSUs remain unvested and outstanding. These PSUs vest on a tranche by tranche basis over the life of the service period of 1 - 4 years . At December 31, 2022, there was an estima ted $ 1.7 million of total unrecognized stock-based compensation costs related to these PSUs. These costs will be recognized over a weighted-average period of 1.1 years. Total stock-based compensation expense recognized was as follows: Year ended December 31, (in thousands) 2022 2021 2020 Cost of revenue $ 4,181 $ 2,055 $ 769 Sales and marketing 11,905 7,761 3,310 Research and development 12,292 5,901 2,500 General and administrative 13,954 9,707 4,479 Total stock-based compensation expense $ 42,332 $ 25,424 $ 11,058 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income taxes Pretax losses consist of the following: Year ended December 31, (in thousands) 2022 2021 2020 United States $ ( 118,579 ) $ ( 62,558 ) $ ( 31,891 ) Non-U.S. ( 20,845 ) ( 14,153 ) ( 5,644 ) Total pre-tax losses $ ( 139,424 ) $ ( 76,711 ) $ ( 37,535 ) Our components of the provision for income taxes are as follows: Year ended December 31, (in thousands) 2022 2021 2020 Income tax provision (benefit) Current: Federal $ — $ — $ — State 27 11 24 Foreign 261 134 1 Total current $ 288 $ 145 $ 25 Deferred: Federal 61 ( 202 ) — State 146 23 — Foreign — — — Total deferred 207 ( 179 ) — Total provision (benefit) $ 495 $ ( 34 ) $ 25 Our provision for income taxes attributable to continuing operations differs from the expected tax expense (benefit) amount computed by applying the U.S. statutory federal income tax rate of 21 % to income from continuing operations before income taxes. The variance is primarily a result of the application of a valuation allowance for net deferred assets, including NOL carryforwards and credits generated in Australia, the UK, and the United States. Current state income tax expense for the period is a result of the Texas Gross Margin tax. Current foreign income tax expense for the period is a result of taxable profits in Ireland, Ukraine and other foreign countries where we are profitable along with withholding taxes. Deferred income tax expense is a result of taxable temporary differences related to indefinite-lived assets along with a tax benefit related to the reduction of the valuation allowance due to the purchase of Bundle B2B during the year. Year ended December 31, (in thousands) 2022 2021 2020 U.S. federal taxes at statutory rate 21.00 % 21.00 % 21.00 % State taxes, net of federal benefit 5.33 5.58 4.91 Foreign tax rate differentials 0.64 0.83 0.66 Research and development credit 0.80 2.65 4.97 Purchase price accounting 0.09 0.35 0.00 Stock-based compensation ( 1.16 ) 26.29 16.97 Officers compensation ( 0.59 ) ( 15.65 ) 0.00 Permanent differences, other ( 0.50 ) ( 0.92 ) ( 8.17 ) Change in valuation allowance ( 25.97 ) ( 40.09 ) ( 40.41 ) Other — — — Effective tax rate ( 0.36 )% 0.04 % ( 0.07 )% The Tax Cuts and Jobs Act of 2017 (the “TJCA”) subjects a U.S. shareholder to current tax on certain earnings of foreign subsidiaries under a provision commonly known as GILTI (global intangible low-taxed income). Under U.S. GAAP, an accounting policy election can be made to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years, or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. We have elected to account for GILTI in the year the tax is incurred. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of deferred taxes are as follows: December 31, (in thousands) 2022 2021 Deferred tax assets: Net operating loss and credit carryforwards $ 100,303 $ 76,475 Accrued compensation 6,969 5,901 Allowance for credit losses 2,614 956 Capitalized research and experimental costs 7,501 — Deferred lease liabilities 3,145 3,176 Deferred revenue 272 358 Depreciation and amortization 16,261 7,942 Stock-based compensation 5,776 3,367 Other 511 756 Gross deferred tax assets $ 143,352 $ 98,931 Valuation allowance ( 136,101 ) ( 92,531 ) Deferred tax liabilities: Deferred commissions ( 2,632 ) ( 2,022 ) Right-of-use assets ( 1,474 ) ( 2,338 ) Goodwill ( 965 ) ( 321 ) Prepaid expenses ( 1,739 ) ( 1,731 ) Other ( 768 ) ( 82 ) Gross deferred tax liabilities ( 7,578 ) ( 6,494 ) Net deferred tax liabilities $ ( 327 ) $ ( 94 ) At December 31, 2022, we had NOL carryforwards for U.S. federal income tax purposes of approximately $ 294.9 million. Of this total, $ 246.5 million is related to tax years 2018-2022 that do not have an expiration, as a result of the TCJA. The remaining $ 48.4 million of U.S. federal NOL carryforwards are available to offset future U.S. federal taxable income and begin to expire in 2036 . At December 31, 2022, we had NOL carryforwards for certain state income tax purposes of approximately $ 165.6 million. These state NOL carryforwards are available to offset future state taxable income and begin to expire in 2036 . At December 31, 2022, we had foreign NOL carryforwards in Australia and the U.K., combined, of approximately $ 44.2 million, which are available to offset future foreign taxable income and that do not have an expiration. At December 31, 2022, we did not provide any U.S. income or foreign withholding taxes related to certain foreign subsidiaries’ undistributed earnings, as such earnings have been retained and are intended to be indefinitely reinvested. The majority of our foreign operations are in excess tax basis over book basis positions. It is not practicable to estimate the amount of taxes that would be payable upon remittance of these earnings, because such tax, if any, is dependent upon circumstances existing if and when remittance occur. At December 31, 2022, we had research and development tax credit carryforwards of approximately $ 8.8 million, which are available to offset future U.S. federal income tax. These U.S. federal tax credits begin to expire in 2034 . We have established a valuation allowance due to uncertainties regarding the realizability of deferred tax assets based on our lack of earnings history. During 2022, the valuation allowance increased by approximately $ 43.6 million due to continuing operations. We file U.S. federal, state and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2019 through 2022 tax years generally remain open and subject to examination by U.S. federal, state and foreign tax authorities. Losses generated in any year since inception remain open to adjustment until the statute of limitations closes for the tax year in which the NOL carryforwards are utilized. We are currently under audit only in the state of Rhode Island. As of December 31, 2022, we had $ 0.4 million unrecognized tax benefits, none of which may reverse in the next 12 months. Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense. During 2022 and 2021, we did no t recognize any material interest or penalties. A reconciliation of our liability for unrecognized tax benefits is as follows: December 31, (in thousands) 2022 2021 Balance, beginning of year $ 396 $ — Increase for tax positions related to the current year — — Increase for tax positions related to the prior years — 396 Decrease for tax positions related to prior years — — Balance, end of year $ 396 $ 396 |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 13. Net loss per share Net loss per share Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Because we have reported a net loss for the year ended December 31, 2022, and 2021, the number of shares used to calculate diluted net loss per share of common stock attributable to common stockholders is the same as the number of shares used to calculate basic net loss per share of common stock attributable to common stockholders for the period presented because the potentially dilutive shares would have been antidilutive if included in the calculation. Series 1 and Series 2 have the same rights and privileges except Series 2 are not entitled to vote on any matter except as required by law. A pre-IPO preferred shareholder received Series 2 upon the conversion of their preferred shares at the time of our initial public offering, all of which were subsequently converted to shares of Series 1 common stock. There are no Series 2 shares outstanding as of December 31, 2022. The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding because such securities would have been antidilutive: Year ended December 31, (in thousands) 2022 2021 2020 Stock options outstanding 5,722 5,684 8,215 Acquisition related contingent consideration (1) 3,640 1,756 Warrants to purchase common stock — — — Restricted stock units 6,216 2,331 1,408 Convertible debt 4,719 4,719 — Total potentially dilutive securities 20,297 14,490 9,623 (1) In connection with the acquisition of Feedonomics and B2B Ninja, we entered into contingent compensation arrangements for post-acquisition services. Additionally, our acquisition of Bundle included $ 1.5 million of contingent considerati on. Of the $ 33.8 million to be paid as of December 31, 2022, $ 31.8 million can be settled in shares of common stock assuming a price of $ 8.74 per share. As of December 31, 2021, of the $ 65.0 million to be paid, $ 61.1 million can be settled in shares of common stock assuming a price of $ 50.64 per share. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Basis of consolidation | Basis of consolidation The accompanying consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Our fiscal year ends on December 31. |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires certain financial instruments to be recorded at fair value; requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting periods. Significant estimates, judgments, and assumptions in these consolidated financial statements include: allocating variable consideration for revenue recognition, constrained revenue; the amortization period for deferred commissions; the allowance for credit losses and a determination of the deferred tax asset valuation allowance. Because of the use of estimates inherent in financial reporting process actual results could differ and the differences could be material to our consolidated financial statements |
Segment and geographic information | Segment and geographic information Our chief operating decision maker is our chief executive officer. Our chief executive officer reviews the financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Accordingly, we have determined that we operate as a single operating and reportable segment. Revenue by geographic region was as follows: 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 Long-lived assets by geographic region were as follows: Year ended December 31, (in thousands) 2022 2021 Long-lived assets: Americas—U.S. $ 8,318 $ 6,847 Americas—other — — EMEA 465 — APAC 300 582 Total long-lived assets $ 9,083 $ 7,429 |
Cash and cash equivalents | Cash and cash equivalents We consider all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash equivalents consist of money market funds and investment securities and are stated at fair value. |
Restricted Cash | Restricted cash We maintain a portion of amounts collected through our online payment processor with the online payment processor as a security deposit for future chargebacks. Additionally, we have amounts on deposit with certain financial institutions that serve as collateral for letters of credit and lease deposits. |
Marketable securities | Marketable securities All marketable securities have been classified as available-for-sale and are carried at estimated fair value. We determine the appropriate classification of our investments in debt securities at the time of purchase. Securities may have stated maturities greater than one year. All marketable securities are considered available to support current operations and are classified as current assets. For available-for-sale debt securities in an unrealized loss position, our management first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value and recognized in other income (expense) in the results of operations. For available-for-sale debt securities that do not meet the aforementioned criteria, our management evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, an allowance is recorded for the difference between the present value of cash flows expected to be collected and the amortized cost basis of the security. Impairment losses attributable to credit loss factors are charged against the allowance when management believes an available-for-sale security is uncollectible or when either of the criteria regarding intent or requirement to sell is met. Any unrealized losses from declines in fair value below the amortized cost basis as a result of non-credit loss factors is recognized as a component of accumulated other comprehensive (loss) income, along with unrealized gains. Realized gains and losses and declines in fair value, if any, on available-for-sale securities are included in other income (expense) in the results of operations. The cost of securities sold is based on the specific-identification method. |
Accounts receivable | Accounts receivable Accounts receivable are stated at net realizable value and include unbilled receivables. Agreements with enterprise customers can contain promotional billing periods. Since merchants have full access to the functionality of our platform upon contract execution, and we have enforceable rights to receive payments for the promotional period if the contract is early terminated, revenue is recognized ratably over the contract life. When this occurs, we recognize revenue in advance of invoicing creating an unbilled receivable. In addition, some of our PSR agreements include substantive minimums where the consideration paid varies over the term of the contract and revenue is recognized ratably over the contract term. Accounts receivable are net of an allowance for credit losses, are not collateralized, and do not bear interest. Payment terms range from due immediately to due within 90 days . The accounts receivable balance at December 31, 2022 and December 31, 2021 included unbilled receivables of $ 19.9 million and $ 13.1 million, respectively. Unbilled receivables at December 31, 2022 and 2021 includes contract assets related to enterprise subscription solutions and PSR customers of $ 15.7 million and $ 4.2 million, and $ 10.8 million and $ 2.3 million, respectively. We assess the collectability of outstanding accounts receivable on an ongoing basis and maintain an allowance for credit losses for accounts receivable deemed uncollectible. The balance of accounts receivable includes accounts that have been invoiced but unpaid, and unbilled amounts, which represents revenue recognized in advance of billing. We analyze both the invoiced accounts receivable portfolio and our unbilled accounts receivable for significant risks, historical collection activity, and an estimate of future collectability to determine the amount that we will ultimately collect. This estimate is analyzed quarterly and adjusted as necessary. Identified risks pertaining to our invoiced accounts receivable, include the delinquency level, customer type, and current economic environment. The estimate of the amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers, our assessment of the overall portfolio and general economic conditions. Identified risks pertaining to our subscription unbilled accounts receivable include customer type, customer activity on our platform, historical contract termination rates, and customer delinquency. The estimate of the amount of accounts receivable that may not be collected is based primarily on historical contract termination rates, customer delinquency rates and an assessment of the overall portfolio and general economic conditions. The identified risk related to our unbilled accounts related to our PSR business are current partner engagement and activity, the financial wherewithal of the partner, the partner’s future plans and the ability to execute on the plans, and their liquidity and overall financial position. The estimate of the amount of accounts receivable that may not be collected is based primarily on the specific evaluation of the partner based on current level of engagement with BigCommerce, their overall financial position and general economic conditions. The allowance for credit losses consisted of the following: (in thousands) Balance at December 31, 2019 $ 1,167 Cumulative effect adjustment upon adoption 364 Provision for expected credit losses 1,594 Accounts written off ( 1,133 ) Balance at December 31, 2020 $ 1,992 Provision for expected credit losses 3,474 Accounts written off ( 1,599 ) Balance at December 31, 2021 $ 3,867 Provision for expected credit losses 8,244 Accounts written off ( 2,116 ) Balance at December 31, 2022 $ 9,995 The year over year increase in the provision for credit losses was due to an increase in specific reserves as we implemented stricter revenue collection and reserve policies along with an increase in delinquent accounts due to general economic conditions, which led to an increase in the estimate of our overall loss percentage applied to a portion of our portfolio, including unbilled accounts receivable |
Property and equipment | Property and equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives or the related lease terms (if shorter). The estimated useful lives of property and equipment are as follows: Estimated useful life Computer equipment 3 years Computer software 3 years Furniture and fixtures 5 years Leasehold improvements 1 - 10 years Maintenance and repairs that do not enhance or extend the asset’s useful life are charged to operating expenses as incurred. The carrying values of property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, we compare the projected undiscounted future cash flows associated with groups of assets used in combination over their estimated useful lives against their respective carrying amounts. If projected undiscounted future cash flows are less than the carrying value of the asset group, impairment is recorded for any excess of the carrying amount over the fair value of those assets in the period in which the determination is made. |
Research and development and internal use software | Research and development and internal use software Research and development expenses consist primarily of personnel and related expenses for our research and development staff, which include: salaries, benefits, bonuses, and stock-based compensation; the cost of certain third-party contractors; and allocated overhead. Expenditures for research and development, other than internal use software costs, are expensed as incurred. Software development costs associated with internal use software, which are incurred during the application development phase and meet other requirements under the guidance are capitalized. As of December 31, 2022, we have capitalized $ 2.8 million. As of December 31, 2021, software costs capitalized were $ 1.7 million. |
Concentration of credit risks, significant clients, and suppliers | Concentration of credit risks, significant clients, and suppliers Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents, restricted cash, and accounts receivable. Our investment policy limits investments to high credit quality securities issued by the U.S. government, U.S. government-sponsored agencies, and highly rated corporate securities, subject to certain concentration limits and restrictions on maturities. Our cash and cash equivalents and restricted cash are held by financial institutions that management believes are of high credit quality. Amounts on deposit may at times exceed federally insured limits. We have not experienced any losses on our deposits of cash and cash equivalents. We are exposed to credit risk in the event of default by the financial institutions holding our cash and cash equivalents and bond issuers. Accounts receivable, including unbilled amounts, are derived from sales to our customers and our strategic technology partners who operate in a variety of sectors. We do not require collateral. Estimated credit losses are provided for in the consolidated financial statements and historically have been within management’s expectations. One of our strategic partners accou nted for 12 %, 14 % and 15 % of our revenue at December 31, 2022, 2021 and 2020, respectively, and two of our strategic partners accounted for 30 % at December 31, 2022 while only one strategic partner accounted for 19 % and 24 % of our accounts receivable balance at December 31, 2021 and 2020, respectively. |
Advertising costs | Advertising costs We expense advertising costs as incurred. Advertising expenses were approximately $ 17.5 millio n, $ 16.8 million and $ 12.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Leases | Leases We determine if an arrangement is a lease or contains a lease at inception. At the commencement date of a lease, we recognize a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term. The lease liability is measured at the present value of lease payments over the lease term. As our leases typically do not provide an implicit rate, we use our incremental borrowing rate for most leases. The right-of-use (“ROU”) asset is measured at cost, which includes the initial measurement of the lease liability and initial direct costs incurred and excludes lease incentives. Lease terms may include options to extend or terminate the lease. We record a ROU asset and a lease liability when it is reasonably certain that we will exercise that option. Operating lease costs are recognized on a straight-line basis over the lease term. We also lease office space under short-term arrangements and have elected not to include these arrangements in the ROU asset or lease liabilities. In 2022, a lease was impaired under ASC 360, resulting in a loss of $ 3.7 million as further discussed in Note 8 "Leases". |
Business combination and acquisition related expenses | Business combination We record tangible and intangible assets acquired and liabilities assumed in business combinations under the acquisition method of accounting. We use best estimates and assumptions, including but not limited to, future expected cash flows, expected asset lives, and discount rates, to assign a fair value to the tangible and intangible assets acquired and liabilities assumed in business combinations as of the acquisition date. These estimates are inherently uncertain and subject to refinement. We allocate any excess purchase price over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed to goodwill. During the measurement period, which may be up to one year from the acquisition date, adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed may be recorded, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our condensed consolidated statements of operations. Acquisition related expenses Acquisition related expenses consist primarily of cash payments for third-party acquisition costs and other acquisition related expenses. We recog nized $ 35.2 million, $ 23.3 million, and $ 0.0 million in acquisition related expenses during the years ended December 31, 2022, 2021, and 2020, respectively. For the year ended December 31, 2022, $ 0.2 million was recognized on acquisition related spend and $3 5.0 million was recognized in connection with contingent compensation arrangements, as further discussed in Note 5 “Business Combination”. For the year ended December 31, 2021, $ 1.8 million was recognized on acquisition related spend and $ 21.5 million was recognized in connection with contingent compensation arrangement. We entered into contingent compensation arrangements, in which payments will be made or have been made, as applicable, after the first and second anniversaries of the closing or upon the earlier achievement of certain product and financial milestones. The compensation arrangements are contingent upon continued post-acquisition employment with us. 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. |
Goodwill and other acquired intangible, net | Goodwill and other acquired intangible, net We assess goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter, or more frequently if events or changes in circumstances would more likely than not reduce the fair value of a reporting unit below its carrying value. When we elect to perform a qualitative assessment and conclude it is not more likely than not the fair value of the reporting unit is less than its carrying value, no further assessment of that reporting unit is necessary; otherwise, a quantitative assessment is performed and the fair value of the reporting unit is determined. If the carrying value of the reporting unit exceeds the estimated fair value, impairment is recorded. We evaluate the recoverability of finite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of such asset may not be recoverable. If such review determines the carrying amount of the indefinite-lived asset is not recoverable, the carrying amount of such asset is reduced to its fair value. Acquired finite-lived intangible assets are amortized over their estimated useful lives. We evaluate the estimated remaining useful life of these assets when events or changes in circumstances indicate a revision to the remaining period of amortization. If we revise the estimated useful life assumption for any assets, the remaining unamortized balance is amortized over the revised estimated useful life on a prospective basis. |
Income taxes | Income taxes We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax balances are adjusted to reflect tax rates based on currently enacted tax laws, which will be in effect in the years in which the temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period of the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that those assets will be realized. To date, we have provided a valuation allowance against all of our deferred tax assets as we believe the objective and verifiable evidence of our historical pretax net losses outweighs any positive evidence of its forecasted future results. We will continue to monitor the positive and negative evidence, and we will adjust the valuation allowance as sufficient objective positive evidence becomes available. We recognize the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely upon its technical merits at the reporting date. The unrecognized tax benefit is the difference between the tax benefit recognized and the tax benefit claimed on our income tax return. All of our gross unrecognized tax benefits, if recognized, would not affect its effective tax rate but would be recorded as an adjustment to equity before consideration of valuation allowances. We do not expect unrecognized tax benefits to decrease within the next twelve months. We recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of December 31, 2022, we have no t accrued any interest or penalties related to unrecognized tax benefits. We believe that all material tax positions in the current and prior years have been analyzed and properly accounted for and that the risk of additional material uncertain tax positions that have not been identified is remote. |
Stock-based compensation | Stock-based compensation We issue stock options, restricted stock units ("RSUs") and performance based restricted stock units (“PSUs”) to our employees and other eligible service providers. Stock-based compensation related to stock options is measured at the date of grant and is recognized on a straight-line basis over the service period, net of estimated forfeitures. We use the Black-Scholes option-pricing model to estimate the fair value of stock options awarded at the date of grant. Stock-based compensation related to RSUs is measured at the date of grant, net of estimated forfeitures, and recognized ratably over the service period. Stock-based compensation related to PSUs is measured at the date of grant and recognized using the accelerated attribution method, net of estimated forfeitures, over the remaining service period. |
Accounting pronouncements | Accounting pronouncements In October 2021, the FASB issued ASU No. 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” which requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. We early adopted this standard on January 1, 2022 , using the prospective method. There is no material impact to our consolidated financial statements for the year ended December 31, 2022 as a result of the adoption. |
Foreign currency | Foreign currency Our functional and reporting currency and the functional and reporting currency of our subsidiaries is the U.S. dollar. Monetary assets and liabilities denominated in foreign currencies are re-measured to U.S. dollars using the exchange rates at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are measured in U.S. dollars using historical exchange rates. Revenue and expenses are measured using the actual exchange rates prevailing on the dates of the transactions. Gains and losses resulting from re-measurement are recorded within Other expense in our consolidated statements of operations and were not material for all periods presented. |
Restructuring charges | Restructuring charges Restructuring charges are comprised of costs incurred as a result of our December 15, 2022 reduction in force as well as an impairment of the right of use asset triggered by our decision to cease using a significant portion of certain leased facilities. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Revenue by Geographic Region | Accordingly, we have determined that we operate as a single operating and reportable segment. Revenue by geographic region was as follows: 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 |
Schedule of Long-lived Assets by Geographic Region | Long-lived assets by geographic region were as follows: Year ended December 31, (in thousands) 2022 2021 Long-lived assets: Americas—U.S. $ 8,318 $ 6,847 Americas—other — — EMEA 465 — APAC 300 582 Total long-lived assets $ 9,083 $ 7,429 |
Schedule of Allowance for Credit Losses | The allowance for credit losses consisted of the following: (in thousands) Balance at December 31, 2019 $ 1,167 Cumulative effect adjustment upon adoption 364 Provision for expected credit losses 1,594 Accounts written off ( 1,133 ) Balance at December 31, 2020 $ 1,992 Provision for expected credit losses 3,474 Accounts written off ( 1,599 ) Balance at December 31, 2021 $ 3,867 Provision for expected credit losses 8,244 Accounts written off ( 2,116 ) Balance at December 31, 2022 $ 9,995 The year over year increase in the provision for credit losses was due to an increase in specific reserves as we implemented stricter revenue collection and reserve policies along with an increase in delinquent accounts due to general economic conditions, which led to an increase in the estimate of our overall loss percentage applied to a portion of our portfolio, including unbilled accounts receivable |
Schedule of Estimated Useful Lives of Property and Equipment | The estimated useful lives of property and equipment are as follows: Estimated useful life Computer equipment 3 years Computer software 3 years Furniture and fixtures 5 years Leasehold improvements 1 - 10 years |
Revenue Recognition and Defer_2
Revenue Recognition and Deferred Costs (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregate Revenue by Major Source | The following table disaggregates our revenue by major source: 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 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Estimated Fair Value of Our Cash Equivalents and Marketable Securities | The following table summarizes the estimated fair value of our cash equivalents and marketable securities. As of December 31, 2022 (in thousands) (Level 1) (Level 2) (Level 3) Total Financial assets: Money market funds $ 68,129 $ — $ — $ 68,129 U.S treasury securities $ 72,577 $ — $ — $ 72,577 Corporate securities $ — $ 139,364 $ — $ 139,364 Total financial assets $ 140,706 $ 139,364 $ — $ 280,070 As of December 31, 2021 (in thousands) (Level 1) (Level 2) (Level 3) Total Financial assets: Money market funds $ 262,679 $ — $ — $ 262,679 U.S. treasury securities $ 21,926 $ — $ — $ 21,926 Corporate securities $ — $ 80,389 $ — $ 80,389 Money market funds $ 284,605 $ 80,389 $ — $ 364,994 As of December 31, 2022 (in thousands) Amortized Gross Gross Estimated Cash equivalents: Money market funds $ 68,194 $ — $ ( 65 ) $ 68,129 Marketable securities: U.S treasury securities $ 73,208 $ ( 631 ) $ 72,577 Corporate securities $ 139,932 $ — $ ( 568 ) $ 139,364 As of December 31, 2021 (in thousands) Amortized Gross Gross Estimated Cash equivalents: Money market funds $ 262,679 $ — $ — $ 262,679 Marketable securities: U.S. treasury securities $ 21,999 $ — $ ( 74 ) $ 21,925 Corporate securities $ 80,506 $ — $ ( 117 ) $ 80,389 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Summary of Preliminary Estimated Fair Value of Assets Acquired and Liabilities Assumed | he table below summarizes the 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 |
Summary of Preliminary Estimated Fair Value of Identifiable Intangible Assets Acquired | The 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 |
Summary of 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 December 31, (in thousands) 2022 2021 Total revenue $ 280,396 $ 234,581 Net loss $ ( 103,515 ) $ ( 74,599 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes to Carrying Amount of Goodwill | Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. The changes to the carrying amount of goodwill as follows: (in thousands) Balance as of December 31, 2021 $ 42,432 Goodwill acquired $ 7,317 Balance as of December 31, 2022 $ 49,749 |
Schedule of Definite-lived Intangible Assets | Definite-lived intangible assets consists of the following: (in thousands) December 31, 2022 December 31, 2021 Weighted average remaining useful life as of December 31, 2022 (in years) Gross amount Accumulated amortization Net carrying amount Gross amount Accumulated amortization Net carrying amount Developed technology $ 13,367 $ ( 4,745 ) $ 8,622 $ 12,937 $ ( 1,294 ) $ 11,643 2.5 Customer relationship $ 22,525 $ ( 5,734 ) $ 16,791 $ 22,525 $ ( 1,749 ) $ 20,776 4.3 Trade name $ 2,470 $ ( 711 ) $ 1,759 $ 2,470 $ ( 217 ) $ 2,253 3.6 Non-compete agreement $ 162 $ ( 78 ) $ 84 $ 162 $ ( 24 ) $ 138 1.6 Other intangibles $ 485 $ ( 158 ) $ 327 $ 285 $ ( 63 ) $ 222 2.0 Total definite-lived intangible $ 39,009 $ ( 11,426 ) $ 27,583 $ 38,379 $ ( 3,347 ) $ 35,032 |
Schedule of Expected Amortization Expense for Definite-lived Intangible Assets | As of December 31, 2022, expected amortization expense for definite-lived intangible assets was as follows: (in thousands) December 31, 2022 2023 8,132 2024 7,997 2025 6,308 2026 3,429 2027 1,717 Thereafter — Total $ 27,583 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, which includes computer software that was purchased or developed for internal use, is composed of the following: As of December 31, (in thousands) 2022 2021 Computer equipment $ 11,185 $ 9,081 Computer software 5,765 3,313 Furniture and fixtures 1,924 1,582 Leasehold improvements 6,349 6,234 25,223 20,210 Less: accumulated depreciation and amortization ( 16,140 ) ( 12,781 ) Property and equipment, net $ 9,083 $ 7,429 |
Commitments, Contingencies, a_2
Commitments, Contingencies, and Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments Contingencies And Leases [Abstract] | |
Schedule of Unconditional Purchase Obligations | We had unconditional purchase obligations as of December 31, 2022, as follows: (in thousands) December 31, 2023 $ 11,359 2024 10,750 2025 8,625 2026 — 2027 and thereafter — Total $ 30,734 |
Supplemental Lease Information | Supplemental lease information Year ended December 31, Cash flow information (in thousands) 2022 2021 Cash paid for operating lease liabilities $ 3,807 $ 3,927 Right-of-use assets obtained in exchange for operating lease $ — $ — Year ended December 31, Operating lease information 2022 2021 Weighted-average remaining lease-term 4.2 years 5.5 years Weighted-average discount rate 5.37 % 5.46 % |
Schedule of Future Maturities of Operating Lease Liabilities | The future maturities of operating lease liabilities are as follows: (in thousands) December 31, 2023 3,254 2024 2,985 2025 2,775 2026 2,528 2027 2,133 Thereafter 718 Total minimum lease payments $ 14,393 Less imputed interest ( 1,715 ) Total lease liabilities $ 12,678 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Components of Other Current Liabilities | The following table summarizes the components of other current liabilities: Year ended (in thousands) 2022 2021 Sales tax payable $ 1,887 $ 679 Payroll and payroll related expenses 16,900 17,315 Acquisition related compensation 24,743 14,309 Other 4,914 3,951 Other current liabilities $ 48,444 $ 36,254 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Net Carrying Amount of Notes | The net carrying amount of the Notes consists of the following: (in thousands) December 31, 2022 December 31, 2021 Principal balance $ 345,000 $ 345,000 Unamortized issuance costs $ ( 7,503 ) $ ( 9,463 ) Carrying value, net $ 337,497 $ 335,537 |
Summary of Total Interest Expense Recognized Related to Notes | The total interest expense recognized related to the Notes consists of the following: December 31, (in thousands) 2022 2021 2020 Contractual interest expense $ 863 $ 254 $ 0 Amortization of issuance costs 1,960 574 — Total $ 2,823 $ 828 $ — |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Summary of Stock Options Valuation Assumptions | The following table summarizes the weighted-average grant date value of options and the assumptions used to develop their fair value. Year ended December 31, 2022 2021 2020 Weighted-average grant date fair value of options $ 11.79 $ 30.71 $ 7.01 Risk-free interest rate 1.82 - 3.88 % 0.96 %— 1.08 % 0.34 %— 0.84 % Expected volatility 63.07 - 66.83 % 54.41 %— 56.25 % 49.64 %— 51.49 % Expected life in years 6.09 - 6.10 years 6.02 — 6.06 years 5.49 — 6.10 years Dividend yield — — — |
Summary of Changes in Stock Options Activity | A summary of the changes in common stock options issued under all of the existing stock option plans is as follows: (in thousands, except per share amounts) Shares Weighted Weighted Aggregate Options outstanding at December 31, 2020 8,215 $ 4.30 7.65 $ 491,648 Granted 263 58.36 — — Exercised ( 2,426 ) 2.46 — — Forfeited ( 324 ) 11.22 — — Options outstanding at December 31, 2021 5,728 $ 8.77 6.95 $ 168,772 Granted 893 20.04 — — Exercised ( 729 ) 3.01 — — Forfeited ( 167 ) 16.91 — — Options outstanding at December 31, 2022 5,725 $ 9.33 6.50 $ 23,331 Vested and expected to vest at December 31, 2022 (1) 5,558 $ 8.96 6.43 $ 23,294 Vested at December 31, 2022 4,237 $ 5.36 5.81 $ 22,462 (1) The expected-to-vest options are the result of applying the pre-vesting forfeiture rate to outstanding options. |
Summary of RSU Table | The following table summarizes the RSU activity, including vesting of the performance-based restricted stock units below, under the Plans for the year ending December 31, 2022: (in thousands, except per share amounts) Shares Weighted Nonvested at December 31, 2020 1,408 $ 24.67 Granted 1,548 57.19 Vested ( 350 ) 24.07 Cancelled/Forfeited/Expired ( 234 ) 42.97 Nonvested at December 31, 2021 2,372 $ 44.10 Granted 4,880 16.44 Vested ( 634 ) 32.95 Cancelled/Forfeited/Expired ( 403 ) 46.57 Nonvested at December 31, 2022 6,215 $ 23.53 |
Summary of Stock-Based Compensation Expense | Total stock-based compensation expense recognized was as follows: Year ended December 31, (in thousands) 2022 2021 2020 Cost of revenue $ 4,181 $ 2,055 $ 769 Sales and marketing 11,905 7,761 3,310 Research and development 12,292 5,901 2,500 General and administrative 13,954 9,707 4,479 Total stock-based compensation expense $ 42,332 $ 25,424 $ 11,058 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Pretax losses | Pretax losses consist of the following: Year ended December 31, (in thousands) 2022 2021 2020 United States $ ( 118,579 ) $ ( 62,558 ) $ ( 31,891 ) Non-U.S. ( 20,845 ) ( 14,153 ) ( 5,644 ) Total pre-tax losses $ ( 139,424 ) $ ( 76,711 ) $ ( 37,535 ) |
Schedule Components of Provision for Income Taxes | Our components of the provision for income taxes are as follows: Year ended December 31, (in thousands) 2022 2021 2020 Income tax provision (benefit) Current: Federal $ — $ — $ — State 27 11 24 Foreign 261 134 1 Total current $ 288 $ 145 $ 25 Deferred: Federal 61 ( 202 ) — State 146 23 — Foreign — — — Total deferred 207 ( 179 ) — Total provision (benefit) $ 495 $ ( 34 ) $ 25 |
Significant Components of Deferred Taxes | Significant components of deferred taxes are as follows: December 31, (in thousands) 2022 2021 Deferred tax assets: Net operating loss and credit carryforwards $ 100,303 $ 76,475 Accrued compensation 6,969 5,901 Allowance for credit losses 2,614 956 Capitalized research and experimental costs 7,501 — Deferred lease liabilities 3,145 3,176 Deferred revenue 272 358 Depreciation and amortization 16,261 7,942 Stock-based compensation 5,776 3,367 Other 511 756 Gross deferred tax assets $ 143,352 $ 98,931 Valuation allowance ( 136,101 ) ( 92,531 ) Deferred tax liabilities: Deferred commissions ( 2,632 ) ( 2,022 ) Right-of-use assets ( 1,474 ) ( 2,338 ) Goodwill ( 965 ) ( 321 ) Prepaid expenses ( 1,739 ) ( 1,731 ) Other ( 768 ) ( 82 ) Gross deferred tax liabilities ( 7,578 ) ( 6,494 ) Net deferred tax liabilities $ ( 327 ) $ ( 94 ) |
Reconciliation of Liability for Unrecognized Tax Benefits | A reconciliation of our liability for unrecognized tax benefits is as follows: December 31, (in thousands) 2022 2021 Balance, beginning of year $ 396 $ — Increase for tax positions related to the current year — — Increase for tax positions related to the prior years — 396 Decrease for tax positions related to prior years — — Balance, end of year $ 396 $ 396 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Outstanding Excluded from Computation of Diluted Weighted-Average Shares Outstanding | The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding because such securities would have been antidilutive: Year ended December 31, (in thousands) 2022 2021 2020 Stock options outstanding 5,722 5,684 8,215 Acquisition related contingent consideration (1) 3,640 1,756 Warrants to purchase common stock — — — Restricted stock units 6,216 2,331 1,408 Convertible debt 4,719 4,719 — Total potentially dilutive securities 20,297 14,490 9,623 (1) In connection with the acquisition of Feedonomics and B2B Ninja, we entered into contingent compensation arrangements for post-acquisition services. Additionally, our acquisition of Bundle included $ 1.5 million of contingent considerati on. Of the $ 33.8 million to be paid as of December 31, 2022, $ 31.8 million can be settled in shares of common stock assuming a price of $ 8.74 per share. As of December 31, 2021, of the $ 65.0 million to be paid, $ 61.1 million can be settled in shares of common stock assuming a price of $ 50.64 per share. |
Overview - Additional Informati
Overview - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Entity incorporation date | Feb. 28, 2013 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenue | $ 279,075 | $ 219,855 | $ 152,368 |
Americas - U.S. | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenue | 216,639 | 169,737 | 120,934 |
Americas - other | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenue | 12,124 | 8,559 | 5,371 |
EMEA | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenue | 27,743 | 20,783 | 12,396 |
APAC | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenue | $ 22,569 | $ 20,776 | $ 13,667 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Long-lived Assets by Geographic Region (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | $ 9,083 | $ 7,429 |
Americas - U.S. | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | 8,318 | 6,847 |
EMEA | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | 465 | |
APAC | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | $ 300 | $ 582 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Customer | Dec. 31, 2021 USD ($) Customer | Dec. 31, 2020 USD ($) Customer | |
Summary Of Significant Accounting Policies [Line Items] | |||
Accounts receivable including unbilled receivables | $ 19,900,000 | $ 13,100,000 | |
Software development costs | $ 2,800,000 | $ 1,700,000 | |
Concentration risk, number of customer | Customer | 1 | 1 | 1 |
Advertising expenses | $ 17,500,000 | $ 16,800,000 | $ 12,900,000 |
Impaired loss on right-of-use assets | $ 3,700,000 | ||
First contingent compensation arrangement payments over the service period | 12 months | ||
Second contingent compensation arrangement payments over the service period | 24 months | ||
Acquisition related expenses | $ 35,216,000 | 23,299,000 | $ 0 |
Acquisition related spend | 200,000 | 1,800,000 | |
Business combination compensation expense related to contingent compensation | 5,000,000 | 21,500,000 | |
Accrued interest or penalties related to unrecognized tax benefits | 0 | ||
Enterprise Subscription Solutions | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Unbilled receivables including contract assets | 15,700,000 | 4,200,000 | |
PSR Customers | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Unbilled receivables including contract assets | $ 10,800,000 | $ 2,300,000 | |
Customer Concentration Risk | Revenue | One Strategic Partner | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 12% | 14% | 15% |
Customer Concentration Risk | Accounts Receivable | One Strategic Partner | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 30% | 19% | 24% |
ASU 2021-08 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Change in Accounting Principle, Accounting Standards Update, Early Adoption [true false] | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2022 | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | ||
Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Account receivable payment terms | due immediately | ||
Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Account receivable payment terms | due within 90 days | ||
Measurement period from acquisition date | 1 year |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Financing Receivable Allowance For Credit Losses [Line Items] | |||
Beginning Balance | $ 3,867 | $ 1,992 | $ 1,167 |
Allowance for credit losses | 8,244 | 3,474 | 1,594 |
Accounts written off | (2,116) | (1,599) | (1,133) |
Ending Balance | $ 9,995 | 3,867 | 1,992 |
Cumulative Effect, Period of Adoption, Adjustment | ASU 2016-13 | |||
Financing Receivable Allowance For Credit Losses [Line Items] | |||
Beginning Balance | $ 364 | ||
Ending Balance | $ 364 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computer Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Computer Software | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Furniture and Fixtures | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
Leasehold Improvements | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment | 1 year |
Leasehold Improvements | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment | 10 years |
Revenue Recognition and Defer_3
Revenue Recognition and Deferred Costs - Schedule of Disaggregate Revenue by Major Source (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | |||
Total revenue | $ 279,075 | $ 219,855 | $ 152,368 |
Subscription Solutions | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue | 205,800 | 154,933 | 103,706 |
Partner and Services | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue | $ 73,275 | $ 64,922 | $ 48,662 |
Revenue Recognition and Defer_4
Revenue Recognition and Deferred Costs - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | |||
Recognized previously deferred revenue | $ 12,000,000 | ||
Amortization of deferred sales commissions estimated period | 4 years | ||
Impairment of deferred commissions | $ 0 | $ 0 | $ 0 |
Deferred sales commissions | 8,900,000 | 7,000,000 | 4,500,000 |
Deferred commission amortization expense | $ 5,200,000 | $ 3,500,000 | $ 2,200,000 |
Subscription Solutions | Minimum | |||
Disaggregation Of Revenue [Line Items] | |||
Contract with customer period | 1 year | ||
Subscription Solutions | Maximum | |||
Disaggregation Of Revenue [Line Items] | |||
Contract with customer period | 3 years |
Revenue Recognition and Defer_5
Revenue Recognition and Deferred Costs - Additional Information (Details 1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining performance obligations | $ 166.1 |
Remaining performance obligations, percentage | 51% |
Remaining performance obligations, satisfaction period | 12 months |
Revenue, expected recognition period, explanation | We expect to recognize approximately 51% of the remaining performance obligations as revenue in the next 12 months, and the remaining balance in the periods thereafter. |
Fair Value Measurements - Summa
Fair Value Measurements - Summarizes the Estimated Fair Value of Our Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Financial assets: | ||
Financial assets | $ 280,070 | $ 364,994 |
Money market funds | ||
Financial assets: | ||
Financial assets | 68,129 | 262,679 |
Amortized Cost | 68,194 | 262,679 |
Gross Unrealized Losses | (65) | |
Estimated Fair Value | 68,129 | 262,679 |
U.S Treasury Securities | ||
Financial assets: | ||
Financial assets | 72,577 | 21,926 |
Amortized Cost | 73,208 | 21,999 |
Gross Unrealized Losses | (631) | (74) |
Estimated Fair Value | 72,577 | 21,925 |
Corporate securities | ||
Financial assets: | ||
Financial assets | 139,364 | 80,389 |
Amortized Cost | 139,932 | 80,506 |
Gross Unrealized Losses | (568) | (117) |
Estimated Fair Value | 139,364 | 80,389 |
Level 1 | ||
Financial assets: | ||
Financial assets | 140,706 | 284,605 |
Level 1 | Money market funds | ||
Financial assets: | ||
Financial assets | 68,129 | 262,679 |
Level 1 | U.S Treasury Securities | ||
Financial assets: | ||
Financial assets | 72,577 | 21,926 |
Level 2 | ||
Financial assets: | ||
Financial assets | 139,364 | 80,389 |
Level 2 | Corporate securities | ||
Financial assets: | ||
Financial assets | $ 139,364 | $ 80,389 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - 0.25% Senior Notes Due 2026 - USD ($) $ in Millions | Dec. 31, 2022 | Sep. 30, 2021 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Aggregate principal amount of notes issued | $ 345 | |
Debt instrument, interest rate | 0.25% | |
Estimated fair value of notes issued | $ 246.9 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Nov. 16, 2022 | Aug. 03, 2022 | Apr. 25, 2022 | Nov. 12, 2021 | Jul. 23, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||||
Payments to acquire businesses, gross | $ 696 | $ 81,067 | |||||
Goodwill not expected to be deductible for tax purposes | $ 7,317 | ||||||
Business combination contingent compensation | $ 32,500 | ||||||
Existing products and financial milestones | $ 65,000 | ||||||
First contingent compensation arrangement payments over the service period | 12 months | ||||||
Second contingent compensation arrangement payments over the service period | 24 months | ||||||
Bundle | |||||||
Business Acquisition [Line Items] | |||||||
Total purchase price | $ 7,700 | ||||||
Business acquisition date | Apr. 25, 2022 | ||||||
Business combination, issuance of common stock | $ 4,600 | ||||||
Payments to acquire businesses, gross | 800 | ||||||
Business combination escrow amount | 900 | ||||||
Contingent consideration | 1,400 | ||||||
Amount of migration of old merchants to updated plans | $ 700 | ||||||
Period of migration of old merchants to updated plans | 6 months | ||||||
Amount of ongoing performance measures | $ 700 | ||||||
Period of ongoing performance measures | 12 months | ||||||
Developed technology | $ 400 | ||||||
Goodwill not expected to be deductible for tax purposes | $ 7,300 | ||||||
Bundle | Developed Technology | |||||||
Business Acquisition [Line Items] | |||||||
Estimated useful lives of intangible assets | 4 years | ||||||
Feedonomics LLC | |||||||
Business Acquisition [Line Items] | |||||||
Total purchase price | 81,100 | ||||||
Goodwill expected to be deductible for tax purposes | $ 41,300 | ||||||
Goodwill amount deductible for tax purpose amortization period | 15 years | ||||||
Business combination contingent compensation | $ 32,500 | ||||||
Business combination additional compensation expense related to contingent compensation | $ 34,500 | 21,400 | |||||
Acquisition related intangible assets | 36,951 | ||||||
Business combination pro forma information reduction in post-acquisition compensation | $ 34,500 | 5,100 | |||||
Business combination pro forma information reduction in transaction related costs | 1,700 | ||||||
Business combination pro forma information increase in amortization of intangible | $ 4,200 | ||||||
Feedonomics LLC | Developed Technology | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition related intangible assets | $ 11,794 | ||||||
Quote Ninja, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill not expected to be deductible for tax purposes | $ 900 | ||||||
Business combination contingent compensation | $ 500 | 500 | |||||
Total purchase price | 2,000 | ||||||
Acquisition related intangible assets | 1,100 | ||||||
Quote Ninja, Inc. | Common Stock | |||||||
Business Acquisition [Line Items] | |||||||
Common stock paid to individuals on first and second anniversaries of closing | $ 1,000 | ||||||
Quote Ninja, Inc. | Completed Technology | |||||||
Business Acquisition [Line Items] | |||||||
Estimated useful lives of intangible assets | 3 years |
Business Combinations - Summary
Business Combinations - Summary of Preliminary Estimated Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 23, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 49,749 | $ 42,432 | |
Feedonomics LLC | |||
Business Acquisition [Line Items] | |||
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 |
Business Combinations - Summa_2
Business Combinations - Summary of Preliminary Estimated Fair Value of Identifiable Intangible Assets Acquired (Details) - Feedonomics LLC $ in Thousands | Jul. 23, 2021 USD ($) |
Business Acquisition [Line Items] | |
Total acquisition-related intangible assets estimated fair value | $ 36,951 |
Developed Technology | |
Business Acquisition [Line Items] | |
Total acquisition-related intangible assets estimated fair value | $ 11,794 |
Weighted average amortization period (in years) | 4 years |
Customer Relationship | |
Business Acquisition [Line Items] | |
Total acquisition-related intangible assets estimated fair value | $ 22,525 |
Weighted average amortization period (in years) | 5 years 8 months 12 days |
Trade name | |
Business Acquisition [Line Items] | |
Total acquisition-related intangible assets estimated fair value | $ 2,470 |
Weighted average amortization period (in years) | 5 years |
Non-compete Agreement | |
Business Acquisition [Line Items] | |
Total acquisition-related intangible assets estimated fair value | $ 162 |
Weighted average amortization period (in years) | 3 years |
Business Combinations - Summa_3
Business Combinations - Summary of Unaudited Pro Forma Financial Information (Details) - Feedonomics LLC - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Total revenue | $ 280,396 | $ 234,581 |
Net loss | $ (103,515) | $ (74,599) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Changes to Carrying Amount of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance as of December 31, 2021 | $ 42,432 |
Goodwill acquired | 7,317 |
Balance as of December 31, 2022 | $ 49,749 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Impairment of goodwill | $ 0 | ||
Amortization of intangible assets | $ 8,078,000 | $ 3,284,000 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Definite-lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 39,009 | $ 38,379 |
Accumulated amortization | (11,426) | (3,347) |
Net carrying amount | 27,583 | 35,032 |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | 13,367 | 12,937 |
Accumulated amortization | (4,745) | (1,294) |
Net carrying amount | $ 8,622 | 11,643 |
Definite-lived intangible, weighted average remaining useful life | 2 years 6 months | |
Customer Relationship | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 22,525 | 22,525 |
Accumulated amortization | (5,734) | (1,749) |
Net carrying amount | $ 16,791 | 20,776 |
Definite-lived intangible, weighted average remaining useful life | 4 years 3 months 18 days | |
Trade Name | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 2,470 | 2,470 |
Accumulated amortization | (711) | (217) |
Net carrying amount | $ 1,759 | 2,253 |
Definite-lived intangible, weighted average remaining useful life | 3 years 7 months 6 days | |
Non-compete Agreement | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 162 | 162 |
Accumulated amortization | (78) | (24) |
Net carrying amount | $ 84 | 138 |
Definite-lived intangible, weighted average remaining useful life | 1 year 7 months 6 days | |
Other Intangibles | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 485 | 285 |
Accumulated amortization | (158) | (63) |
Net carrying amount | $ 327 | $ 222 |
Definite-lived intangible, weighted average remaining useful life | 2 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Expected Amortization Expense for Definite-lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 8,132 | |
2024 | 7,997 | |
2025 | 6,308 | |
2026 | 3,429 | |
2027 | 1,717 | |
Net carrying amount | $ 27,583 | $ 35,032 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 25,223 | $ 20,210 |
Less: accumulated depreciation and amortization | (16,140) | (12,781) |
Property and equipment, net | 9,083 | 7,429 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 11,185 | 9,081 |
Computer Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 5,765 | 3,313 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,924 | 1,582 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 6,349 | $ 6,234 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense on property and equipment | $ 3.3 | $ 2.8 | $ 3.1 |
Commitments, Contingencies, a_3
Commitments, Contingencies, and Leases - Schedule of Unconditional Purchase Obligations (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments Contingencies And Leases [Abstract] | |
2023 | $ 11,359 |
2024 | 10,750 |
2025 | 8,625 |
Total | $ 30,734 |
Commitments, Contingencies, a_4
Commitments, Contingencies, and Leases - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments Contingencies And Leases [Line Items] | ||||
Liability related to indemnification obligations | $ 0 | $ 0 | ||
Operating lease, expiration year | 2028 | |||
Operating rent expense | $ 3,900,000 | 3,800,000 | $ 3,700,000 | |
Short-term rent expense | 500,000 | $ 500,000 | ||
Impaired on right-of-use assets | 3,700,000 | |||
Restructuring Charges | ||||
Commitments Contingencies And Leases [Line Items] | ||||
Impaired on right-of-use assets | $ 3,700,000 | |||
Forecast | ||||
Commitments Contingencies And Leases [Line Items] | ||||
Severance and other compensation charges to be paid | $ 3,600,000 |
Commitments, Contingencies, a_5
Commitments, Contingencies, and Leases - Schedule of Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments Contingencies And Leases [Abstract] | ||
Cash paid for operating lease liabilities | $ 3,807 | $ 3,927 |
Commitments, Contingencies, a_6
Commitments, Contingencies, and Leases - Schedule of Operating Lease Information (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments Contingencies And Leases [Abstract] | ||
Weighted-average remaining lease-term | 4 years 2 months 12 days | 5 years 6 months |
Weighted-average discount rate | 5.37% | 5.46% |
Commitments, Contingencies, a_7
Commitments, Contingencies, and Leases - Schedule of Future Maturities of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments Contingencies And Leases [Abstract] | |
2023 | $ 3,254 |
2024 | 2,985 |
2025 | 2,775 |
2026 | 2,528 |
2027 | 2,133 |
Thereafter | 718 |
Total minimum lease payments | 14,393 |
Less imputed interest | (1,715) |
Total lease liabilities | $ 12,678 |
Other Liabilities - Components
Other Liabilities - Components of Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Sales tax payable | $ 1,887 | $ 679 |
Payroll and payroll related expenses | 16,900 | 17,315 |
Acquisition related compensation | 24,743 | 14,309 |
Other | 4,914 | 3,951 |
Other current liabilities | $ 48,444 | $ 36,254 |
Debt - Additional Information (
Debt - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||||
Sep. 09, 2021 USD ($) $ / shares | Sep. 30, 2021 USD ($) Days $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Debt Instrument [Line Items] | ||||||
Net proceeds from sale of convertible senior notes | $ 345,000,000 | $ 41,861,000 | ||||
Transaction costs attributable to issuance of notes | $ 7,503,000 | 9,463,000 | ||||
Contractual interest expense | $ 7,500,000 | |||||
0.25% Convertible Senior Notes Due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | $ 345,000,000 | |||||
Debt instrument, interest rate | 0.25% | |||||
Net proceeds from sale of convertible senior notes | $ 335,000,000 | |||||
Debt instrument, frequency of periodic payment | semi-annually | |||||
Debt instrument, payment terms | semi-annually in arrears on April 1 and October 1 of each year | |||||
Debt instrument, maturity date | Oct. 01, 2026 | |||||
Debt instrument, convertible trading days | Days | 20 | |||||
Debt instrument, convertible consecutive trading days | Days | 30 | |||||
Principal amount of each convertible note | $ 1,000 | |||||
Conversion of debt to shares | shares | 13.6783 | |||||
Debt instrument, principal amount converted | $ 1,000 | |||||
Debt instrument, initial conversion price | $ / shares | $ 73.11 | |||||
Debt instrument, effective interest rate | 0.84% | |||||
Transaction costs attributable to issuance of notes | $ 10,000,000 | |||||
Contractual interest expense | $ 863,000 | $ 254,000 | $ 0 | |||
0.25% Convertible Senior Notes Due 2026 | 2021 Capped Call Transactions | ||||||
Debt Instrument [Line Items] | ||||||
Net proceeds from notes used for capped call transactions | $ 35,600,000 | |||||
Initial cap price of capped call transactions | $ / shares | 106.34 | |||||
Percentage of premium of cap price over last reported sale price per common share | 100% | |||||
Sale price of common stock per share | $ / shares | $ 53.17 | |||||
0.25% Convertible Senior Notes Due 2026 | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | $ 150,000,000 | |||||
0.25% Convertible Senior Notes Due 2026 | Minimum | 20 Trading Days Period | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, conversion price percentage | 130% | |||||
0.25% Convertible Senior Notes Due 2026 | Maximum | 10 Trading Days Period | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, conversion price percentage | 98% |
Debt - Summary of Net Carrying
Debt - Summary of Net Carrying Amount of Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Principal balance | $ 345,000 | $ 345,000 |
Unamortized issuance costs | (7,503) | (9,463) |
Carrying value, net | $ 337,497 | $ 335,537 |
Debt - Summary of Total Interes
Debt - Summary of Total Interest Expense Recognized Related to Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Contractual interest expense | $ 7,500 | ||
0.25% Convertible Senior Notes Due 2026 | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | 863 | $ 254 | $ 0 |
Amortization of issuance costs | 1,960 | 574 | |
Total | $ 2,823 | $ 828 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||||
Jan. 01, 2023 | Jan. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2020 | |
Class Of Stock [Line Items] | ||||||
Fair value assumptions, expected dividend yield | 0% | |||||
Total intrinsic value of options exercised during the period | $ 11.4 | $ 126 | $ 72.4 | |||
Total grant date fair value of options vested | 7.2 | 6.4 | 11.4 | |||
Unamortized stock-based compensation cost related to unvested stock options | $ 13.1 | $ 11.5 | $ 11.4 | |||
Weighted-average period for recognition of unamortized stock-based compensation cost | 2 years 6 months | |||||
Granted, shares | 4,880,000 | 1,548,000 | ||||
Unvested and outstanding | 6,215,000 | 2,372,000 | 1,408,000 | |||
Restricted Stock Units | ||||||
Class Of Stock [Line Items] | ||||||
Weighted-average period for recognition of unamortized stock-based compensation cost | 3 years | |||||
Weighted-average requisite service period | 4 years | |||||
Unrecognized stock-based compensation costs | $ 92.2 | |||||
Performance Shares | ||||||
Class Of Stock [Line Items] | ||||||
Weighted-average period for recognition of unamortized stock-based compensation cost | 1 year 1 month 6 days | |||||
Unrecognized stock-based compensation costs | $ 1.7 | |||||
2020 Equity incentive plan | ||||||
Class Of Stock [Line Items] | ||||||
Percentage of common stock issued and outstanding | 5% | |||||
2020 Equity incentive plan | Series 1 Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Common stock authorized and reserved for issuance | 3,873,885 | |||||
Increase in common stock reserve for issuance | 3,618,145 | 3,484,045 | ||||
Common stock available for future issuance | 6,163,802 | |||||
2020 Plan | Restricted Stock Units | Management and Certain Other Employees | ||||||
Class Of Stock [Line Items] | ||||||
Granted, shares | 4,879,976 | |||||
2013 Plan | Performance Shares | Management and Certain Other Employees | ||||||
Class Of Stock [Line Items] | ||||||
Granted, shares | 1,216,000 | |||||
Unvested and outstanding | 517,000 | |||||
2013 Plan | Performance Shares | Management and Certain Other Employees | Maximum | ||||||
Class Of Stock [Line Items] | ||||||
Weighted-average requisite service period | 4 years | |||||
2013 Plan | Performance Shares | Management and Certain Other Employees | Minimum | ||||||
Class Of Stock [Line Items] | ||||||
Weighted-average requisite service period | 1 year |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Summarizes the Weighted-Average Grant Date Value of Options (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted-average grant date fair value of options | $ 11.79 | $ 30.71 | $ 7.01 |
Dividend yield | 0% | ||
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 1.82% | 0.96% | 0.34% |
Expected volatility | 63.07% | 54.41% | 49.64% |
Expected life in years | 6 years 1 month 2 days | 6 years 7 days | 5 years 5 months 26 days |
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 3.88% | 1.08% | 0.84% |
Expected volatility | 66.83% | 56.25% | 51.49% |
Expected life in years | 6 years 1 month 6 days | 6 years 21 days | 6 years 1 month 6 days |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) - Summary of Changes in Common Stock Options Issued under Existing Stock Option Plans (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | |||
Option outstanding at beginning of period (in shares) | 5,728 | 8,215 | |
Option outstanding, granted (in shares) | 893 | 263 | |
Option outstanding, exercised (in shares) | (729) | (2,426) | |
Option outstanding, forfeited (in shares) | (167) | (324) | |
Options outstanding at ending of period (in shares) | 5,725 | 5,728 | 8,215 |
Options outstanding, vested and expected to vest | 5,558 | ||
Options outstanding, vested (in shares) | 4,237 | ||
Weighted average of exercise prices at beginning of period (in dollars per share) | $ 8.77 | $ 4.30 | |
Weighted average of exercise prices, granted (in dollars per share) | 20.04 | 58.36 | |
Weighted average of exercise prices, exercised (in dollars per share) | 3.01 | 2.46 | |
Weighted average of exercise prices, forfeited (in dollars per share) | 16.91 | 11.22 | |
Weighted average of exercise prices at end of period (in dollars per share) | 9.33 | $ 8.77 | $ 4.30 |
Weighted average of exercise prices, vested and expected to vest (in dollars per share) | 8.96 | ||
Weighted average of exercise prices, vested (in dollars per share) | $ 5.36 | ||
Weighted average of remaining term (years) | 6 years 6 months | 6 years 11 months 12 days | 7 years 7 months 24 days |
Weighted average of remaining term, vested and expected to vest at December 31, 2022 (years) | 6 years 5 months 4 days | ||
Weighted average of remaining term, vested at December 31, 2022 (years) | 5 years 9 months 21 days | ||
Aggregate intrinsic value, options outstanding | $ 23,331 | $ 168,772 | $ 491,648 |
Aggregate intrinsic value, vested and expected to vest at December 31, 2022 | 23,294 | ||
Aggregate intrinsic value, vested at December 31, 2022 | $ 22,462 |
Stockholders' Equity (Deficit_5
Stockholders' Equity (Deficit) - Summary of RSU Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Nonvested shares, beginning period | 2,372 | 1,408 |
Granted, shares | 4,880 | 1,548 |
Vested, shares | (634) | (350) |
Cancelled/Forfeited/Expired, shares | (403) | (234) |
Nonvested shares, ending period | 6,215 | 2,372 |
Nonvested, Weighted average grant date fair value beginning period | $ 44.10 | $ 24.67 |
Granted, Weighted average grant date fair value | 16.44 | 57.19 |
Vested, Weighted average grant date fair value | 32.95 | 24.07 |
Cancelled/Forfeited/Expired, Weighted average grant date fair value | 46.57 | 42.97 |
Nonvested, Weighted average grant date fair value ending period | $ 23.53 | $ 44.10 |
Stockholders' Equity (Deficit_6
Stockholders' Equity (Deficit) - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 42,332 | $ 25,424 | $ 11,058 |
Cost of Revenue | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation expense | 4,181 | 2,055 | 769 |
Sales and Marketing | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation expense | 11,905 | 7,761 | 3,310 |
Research and Development | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation expense | 12,292 | 5,901 | 2,500 |
General and Administrative | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 13,954 | $ 9,707 | $ 4,479 |
Income Taxes - Schedule of Pret
Income Taxes - Schedule of Pretax Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (118,579) | $ (62,558) | $ (31,891) |
Non-U.S. | (20,845) | (14,153) | (5,644) |
Loss before provision for income taxes | $ (139,424) | $ (76,711) | $ (37,535) |
Income Taxes - Schedule Compone
Income Taxes - Schedule Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
State | $ 27 | $ 11 | $ 24 |
Foreign | 261 | 134 | 1 |
Total current | 288 | 145 | 25 |
Deferred: | |||
Federal | 61 | (202) | |
State | 146 | 23 | |
Total deferred | 207 | (179) | |
Total provision (benefit) | $ 495 | $ (34) | $ 25 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 21, 2022 | |
Income Tax Disclosure [Abstract] | ||||
U.S. statutory tax rate | 21% | 21% | 21% | |
Operating loss carryforwards, domestic | $ 294,900,000 | |||
Operating loss carryforwards domestic prior year | 246,500,000 | |||
Deferred tax assets operating loss carryforwards domestic to future period | $ 48,400,000 | |||
Operating loss carryforwards, expiration period | 2036 | |||
State credit carryforwards | $ 165,600,000 | |||
Net operating loss expiration year | 2036 | |||
Operating loss carryforwards, foreign | $ 44,200,000 | |||
Research and development tax credit carryforwards | $ 8,800,000 | |||
Tax credits begin to expiration year | 2034 | |||
Increase in valuation allowance | $ 43,600,000 | |||
Tax years remain open to examination | 2018 2019 2020 2021 | |||
Unrecognized tax benefit | $ 400,000 | $ 396,000 | $ 396,000 | |
Material interest or penalties | $ 0 | $ 0 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. statutory tax rate | 21% | 21% | 21% |
State taxes, net of federal benefit | 5.33% | 5.58% | 4.91% |
Foreign tax rate differentials | 0.64% | 0.83% | 0.66% |
Research and development credit | 0.80% | 2.65% | 4.97% |
Purchase price accounting | 0.09% | 0.35% | 0% |
Stock-based compensation | (1.16%) | 26.29% | 16.97% |
Officers compensation | (0.59%) | (15.65%) | 0% |
Permanent differences, other | (0.50%) | (0.92%) | (8.17%) |
Change in valuation allowance | (25.97%) | (40.09%) | (40.41%) |
Effective tax rate | (0.36%) | 0.04% | (0.07%) |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss and credit carryforwards | $ 100,303 | $ 76,475 |
Accrued compensation | 6,969 | 5,901 |
Allowance for credit losses | 2,614 | 956 |
Capitalized research and experimental costs | 7,501 | |
Deferred lease liabilities | 3,145 | 3,176 |
Deferred revenue | 272 | 358 |
Depreciation and amortization | 16,261 | 7,942 |
Stock-based compensation | 5,776 | 3,367 |
Other | 511 | 756 |
Gross deferred tax assets | 143,352 | 98,931 |
Valuation allowance | (136,101) | (92,531) |
Deferred tax liabilities: | ||
Deferred commissions | 2,632 | 2,022 |
Right-of-use assets | (1,474) | (2,338) |
Goodwill | (965) | (321) |
Prepaid expenses | (1,739) | (1,731) |
Other | (768) | (82) |
Gross deferred tax liabilities | (7,578) | (6,494) |
Net deferred tax liabilities | $ (327) | $ (94) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Liability for Unrecognized Tax Benefits (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Income Tax Disclosure [Abstract] | |
Increase for tax positions related to the prior years | $ 396 |
Balance, end of year | $ 396 |
Net Loss per Share - Additional
Net Loss per Share - Additional Information (Details) shares in Thousands | Dec. 31, 2022 shares |
Series 2 Common Stock | |
Earnings Per Share Basic [Line Items] | |
Number of shares outstanding in Series 2 | 0 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Antidilutive Securities Outstanding Excluded from Computation of Diluted Weighted-Average Shares Outstanding (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities outstanding excluded from computation of diluted weighted-average shares outstanding | 20,297 | 14,490 | 9,623 |
Stock Options Outstanding | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities outstanding excluded from computation of diluted weighted-average shares outstanding | 5,722 | 5,684 | 8,215 |
Acquisition Related Compensation | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities outstanding excluded from computation of diluted weighted-average shares outstanding | 3,640 | 1,756 | |
Restricted Stock Units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities outstanding excluded from computation of diluted weighted-average shares outstanding | 6,216 | 2,331 | 1,408 |
Corporate securities | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities outstanding excluded from computation of diluted weighted-average shares outstanding | 4,719 | 4,719 |
Net Loss per Share - Schedule_2
Net Loss per Share - Schedule of Antidilutive Securities Outstanding Excluded from Computation of Diluted Weighted-Average Shares Outstanding (Parenthetical) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Aug. 03, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Businesses acquisition price | $ 696 | $ 81,067 | |
Business combination contingent compensation | $ 32,500 | ||
Feedonomics and B2B Ninja | Post-Acquisition Services | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Businesses acquisition price | 33,800 | 65,000 | |
Business acquisition value settled with stock | $ 31,800 | $ 61,100 | |
Business acquisition settled in share price | $ 8.74 | $ 50.64 | |
Business combination contingent compensation | $ 1,500 |