UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of November 6, 2023, the registrant had
Table of Contents
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PART I. |
FINANCIAL INFORMATION |
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Item 1. |
2 |
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Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 |
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3 |
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4 |
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5 |
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7 |
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8 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
23 |
Item 3. |
35 |
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Item 4. |
35 |
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PART II. |
36 |
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Item 1. |
36 |
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Item 1A. |
36 |
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Item 2. |
36 |
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Item 3. |
36 |
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Item 4. |
36 |
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Item 5. |
36 |
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Item 6. |
37 |
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38 |
i
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
BigCommerce Holdings, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
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September 30, |
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December 31, |
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2023 |
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2022 |
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(unaudited) |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Marketable securities |
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Accounts receivable, net |
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Prepaid expenses and other assets |
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Deferred commissions |
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Total current assets |
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Property and equipment, net |
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Operating lease, right-of-use-assets |
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Prepaid expenses, net of current portion |
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Deferred commissions, net of current portion |
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Intangible assets, net |
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Goodwill |
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Total assets |
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$ |
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$ |
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Liabilities and stockholders’ equity |
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Current liabilities |
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Accounts payable |
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$ |
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$ |
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Accrued liabilities |
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Deferred revenue |
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Current portion of long-term debt |
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Current portion of operating lease liabilities |
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Other current liabilities |
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Total current liabilities |
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Deferred revenue, net of current portion |
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Long-term debt |
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Operating lease liabilities, net of current portion |
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Other long-term liabilities, net of current portion |
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Total liabilities |
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(Note 7) |
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Stockholders’ equity |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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( |
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Accumulated deficit |
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( |
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( |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
2
BigCommerce Holdings, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
(unaudited)
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Three months ended September 30, |
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Nine months ended September 30, |
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2023 |
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2022 |
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2023 |
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2022 |
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Revenue |
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$ |
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$ |
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$ |
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$ |
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Cost of revenue (1) |
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Gross profit |
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Operating expenses: (1) |
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Sales and marketing |
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Research and development |
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General and administrative |
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Acquisition related expenses |
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Restructuring charges |
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Amortization of intangible assets |
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Total operating expenses |
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Loss from operations |
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Interest income |
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Interest expense |
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( |
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( |
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Other expenses |
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( |
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( |
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( |
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Loss before provision for income taxes |
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( |
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( |
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( |
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( |
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Provision for income taxes |
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( |
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( |
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( |
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Net loss |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Basic net loss per share |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
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Shares used to compute basic net loss per share |
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(1) Amounts include stock-based compensation expense and associated payroll tax costs, as follows:
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Three months ended September 30, |
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Nine months ended September 30, |
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2023 |
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2022 |
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2023 |
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2022 |
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Cost of revenue |
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$ |
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$ |
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$ |
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$ |
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Sales and marketing |
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Research and development |
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General and administrative |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
BigCommerce Holdings, Inc.
Condensed Consolidated Statements of Comprehensive Loss
(in thousands)
(unaudited)
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Three months ended September 30, |
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Nine months ended September 30, |
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2023 |
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2022 |
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2023 |
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2022 |
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Net loss |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Other comprehensive income (loss): |
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Net unrealized gain (loss) on marketable debt securities |
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( |
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( |
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Total comprehensive loss |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
BigCommerce Holdings, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(in thousands)
(unaudited)
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Three and Nine months ended September 30, 2023 |
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Common Stock |
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Additional |
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Accumulated |
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Accumulated |
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Stockholders’ |
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Shares |
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Amount |
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Capital |
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Deficit |
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Loss |
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Equity |
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Balance at December 31, 2022 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Proceeds from exercise of stock options |
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Release of restricted stock units |
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( |
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( |
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Stock-based compensation |
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0 |
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Total other comprehensive loss |
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0 |
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Net loss |
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0 |
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( |
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( |
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Balance at March 31, 2023 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Proceeds from exercise of stock options |
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$ |
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$ |
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$ |
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$ |
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$ |
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Release of restricted stock units |
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( |
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( |
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Stock-based compensation |
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0 |
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Total other comprehensive loss |
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0 |
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( |
) |
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( |
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Net loss |
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0 |
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( |
) |
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( |
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Balance at June 30, 2023 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Proceeds from exercise of stock options |
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$ |
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$ |
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$ |
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$ |
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$ |
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Release of restricted stock units |
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( |
) |
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( |
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Issuance of common stock as consideration for an acquisition |
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Stock-based compensation |
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0 |
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Total other comprehensive loss |
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0 |
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Net loss |
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0 |
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( |
) |
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( |
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Balance at September 30, 2023 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
BigCommerce Holdings, Inc.
Condensed Consolidated Statements of Stockholders’ Equity (Continued)
(in thousands)
(unaudited)
|
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Three and Nine months ended September 30, 2022 |
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Common Stock |
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Additional |
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Accumulated |
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Accumulated |
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Stockholders’ |
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Shares |
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Amount |
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Capital |
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Deficit |
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Loss |
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Equity |
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Balance at December 31, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Exercise of stock options |
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Release of restricted stock units |
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Stock-based compensation |
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0 |
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Total other comprehensive loss |
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0 |
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( |
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( |
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Net loss |
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0 |
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( |
) |
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( |
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Balance at March 31, 2022 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Exercise of stock options, net of shares withheld for taxes |
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$ |
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$ |
( |
) |
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$ |
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$ |
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$ |
( |
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Release of restricted stock units |
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Issuance of common stock as consideration for an acquisition |
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Stock-based compensation |
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0 |
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Total other comprehensive loss |
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0 |
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( |
) |
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( |
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Net loss |
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0 |
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( |
) |
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( |
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|||
Balance at June 30, 2022 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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Exercise of stock options, net of shares withheld for taxes |
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$ |
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$ |
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$ |
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$ |
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$ |
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Release of restricted stock units |
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Issuance of common stock as consideration for an acquisition |
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Stock-based compensation |
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0 |
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Total other comprehensive loss |
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0 |
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