Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2022 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Sep. 30, 2022 |
Document Fiscal Period Focus | Q3 |
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 Line1 | 11305 Four Points DriveBuilding II, 3rd Floor |
Entity Address City Or Town | Austin |
Entity Address State Or Province | TX |
Entity Interactive Data Current | Yes |
Entity Address Postal Zip Code | 78726 |
City Area Code | 512 |
Local Phone Number | 865-4500 |
Entity Incorporation State Country Code | DE |
Entity Common Stock, Shares Outstanding | 73,680,936 |
Security12b Title | Series 1 common stock, $0.0001 par value per share |
Trading Symbol | BIGC |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 100,609 | $ 297,561 |
Restricted cash | 1,356 | 1,143 |
Marketable securities | 206,134 | 102,315 |
Accounts receivable, net | 48,064 | 39,806 |
Prepaid expenses and other assets | 13,819 | 9,710 |
Deferred commissions | 5,532 | 4,013 |
Total current assets | 375,514 | 454,548 |
Property and equipment, net | 9,067 | 7,429 |
Right-of-use-assets | 10,239 | 9,515 |
Prepaid expenses, net of current portion | 674 | 831 |
Deferred commissions, net of current portion | 6,727 | 5,673 |
Intangible assets, net | 29,400 | 35,032 |
Goodwill | 49,749 | 42,432 |
Total assets | 481,370 | 555,460 |
Current liabilities | ||
Accounts payable | 7,217 | 8,211 |
Accrued liabilities | 2,797 | 2,941 |
Deferred revenue | 15,626 | 12,752 |
Current portion of operating lease liabilities | 2,683 | 2,653 |
Other current liabilities | 37,997 | 36,254 |
Total current liabilities | 66,320 | 62,811 |
Deferred revenue, net of current portion | 1,705 | 1,359 |
Long-term debt | 337,005 | 335,537 |
Operating lease liabilities, net of current portion | 10,627 | 10,217 |
Other long-term liabilities, net of current portion | 619 | 7,248 |
Total liabilities | 416,276 | 417,172 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity | ||
Preferred stock, $0.0001 par value; 10,000 shares authorized at September 30, 2022 and December 31, 2021; 0 shares issued and outstanding, at September 30, 2022 and December 31, 2021 | ||
Common stock, $0.0001 par value; 500,000 shares Series 1 and, 5,051 shares Series 2 authorized at September 30, 2022 and December 31, 2021; 73,704 and 72,311 shares Series 1 issued and outstanding at September 30, 2022 and December 31, 2021, respectively, and 0 shares Series 2 issued and, outstanding at September 30, 2022, and December 31, 2021, respectively | 7 | 7 |
Additional paid-in capital | 563,703 | 528,540 |
Accumulated other comprehensive loss | (1,609) | (191) |
Accumulated deficit | (497,007) | (390,068) |
Total stockholders’ equity | 65,094 | 138,288 |
Total liabilities and stockholders’ equity | $ 481,370 | $ 555,460 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 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 | 73,704,000 | 72,311,000 |
Common stock, shares outstanding | 73,704,000 | 72,311,000 |
Series 2 Common Stock | ||
Common stock, shares authorized | 5,051,000 | 5,051,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 72,391 | $ 59,285 | $ 206,644 | $ 154,958 |
Cost of revenue | 17,525 | 12,403 | 51,488 | 31,838 |
Gross profit | 54,866 | 46,882 | 155,156 | 123,120 |
Operating expenses: | ||||
Sales and marketing | 34,402 | 26,101 | 100,923 | 69,066 |
Research and development | 22,245 | 16,532 | 65,584 | 44,792 |
General and administrative | 20,503 | 14,370 | 57,026 | 39,089 |
Acquisition related expenses | 6,260 | 9,792 | 31,441 | 10,899 |
Amortization of intangible assets | 2,016 | 1,402 | 6,062 | 1,402 |
Total operating expenses | 85,426 | 68,197 | 261,036 | 165,248 |
Loss from operations | (30,560) | (21,315) | (105,880) | (42,128) |
Interest income | 1,431 | 24 | 2,130 | 65 |
Interest expense | (706) | (125) | (2,120) | (125) |
Other (expense) income | (376) | 5 | (828) | 18 |
Loss before provision for income taxes | (30,211) | (21,411) | (106,698) | (42,170) |
Provision for income taxes | 86 | 257 | 241 | 263 |
Net loss | $ (30,297) | $ (21,668) | $ (106,939) | $ (42,433) |
Basic net loss per share attributable to common stockholders | $ (0.41) | $ (0.30) | $ (1.46) | $ (0.60) |
Diluted net loss per share attributable to common stockholders | $ (0.41) | $ (0.30) | $ (1.46) | $ (0.60) |
Weighted average shares used to compute basic net loss per share attributable to common stockholders | 73,508 | 71,372 | 73,027 | 70,598 |
Weighted average shares used to compute diluted net loss per share attributable to common stockholders | 73,508 | 71,372 | 73,027 | 70,598 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (30,297) | $ (21,668) | $ (106,939) | $ (42,433) |
Other comprehensive income (loss): | ||||
Net unrealized gain (loss) on marketable debt securities | (539) | (1,418) | ||
Total comprehensive loss | $ (30,836) | $ (21,668) | $ (108,357) | $ (42,433) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Preferred Stock and Stockholders" Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Balance at Dec. 31, 2020 | $ 216,759 | $ 7 | $ 530,143 | $ (313,391) | |
Balance, shares at Dec. 31, 2020 | 69,512 | ||||
Exercise of stock options | 1,952 | 1,952 | |||
Exercise of stock options, shares | 784 | ||||
Stock-based compensation | 5,171 | 5,171 | |||
Net loss | (8,544) | (8,544) | |||
Balance at Mar. 31, 2021 | 215,338 | $ 7 | 537,266 | (321,935) | |
Balance, shares at Mar. 31, 2021 | 70,296 | ||||
Balance at Dec. 31, 2020 | 216,759 | $ 7 | 530,143 | (313,391) | |
Balance, shares at Dec. 31, 2020 | 69,512 | ||||
Net loss | (42,433) | ||||
Balance at Sep. 30, 2021 | 161,189 | $ 7 | 517,006 | (355,824) | |
Balance, shares at Sep. 30, 2021 | 71,618 | ||||
Balance at Mar. 31, 2021 | 215,338 | $ 7 | 537,266 | (321,935) | |
Balance, shares at Mar. 31, 2021 | 70,296 | ||||
Exercise of stock options | 1,428 | 1,428 | |||
Exercise of stock options, shares | 509 | ||||
Release of restricted stock units, shares | 305 | ||||
Stock-based compensation | 6,522 | 6,522 | |||
Net loss | (12,221) | (12,221) | |||
Balance at Jun. 30, 2021 | 211,067 | $ 7 | 545,216 | (334,156) | |
Balance, shares at Jun. 30, 2021 | 71,110 | ||||
Exercise of stock options | 1,371 | 1,371 | |||
Exercise of stock options, shares | 485 | ||||
Release of restricted stock units, shares | 23 | ||||
Stock-based compensation | 5,989 | 5,989 | |||
Purchase of capped call | (35,570) | (35,570) | |||
Net loss | (21,668) | (21,668) | |||
Balance at Sep. 30, 2021 | 161,189 | $ 7 | 517,006 | (355,824) | |
Balance, shares at Sep. 30, 2021 | 71,618 | ||||
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 | 277 | 277 | |||
Exercise of stock options, shares | 272 | ||||
Release of restricted stock units | 0 | ||||
Release of restricted stock units, shares | 90 | ||||
Stock-based compensation | 8,962 | 8,962 | |||
Total other comprehensive loss | (613) | (613) | |||
Net loss | (37,037) | (37,037) | |||
Balance at Mar. 31, 2022 | 109,877 | $ 7 | 537,779 | (427,105) | (804) |
Balance, shares at Mar. 31, 2022 | 72,673 | ||||
Balance at Dec. 31, 2021 | 138,288 | $ 7 | 528,540 | (390,068) | (191) |
Balance, shares at Dec. 31, 2021 | 72,311 | ||||
Net loss | (106,939) | ||||
Balance at Sep. 30, 2022 | 65,094 | $ 7 | 563,703 | (497,007) | (1,609) |
Balance, shares at Sep. 30, 2022 | 73,704 | ||||
Balance at Mar. 31, 2022 | 109,877 | $ 7 | 537,779 | (427,105) | (804) |
Balance, shares at Mar. 31, 2022 | 72,673 | ||||
Exercise of stock options, net of shares withheld for taxes | (219) | (219) | |||
Exercise of stock options, net of shares withheld for taxes | 208 | ||||
Release of restricted stock units, shares | 248 | ||||
Issuance of common stock as consideration for an acquisition | 4,614 | 4,614 | |||
Issuance of common stock as consideration for an acquisition, shares | 259 | ||||
Stock-based compensation | 10,578 | 10,578 | |||
Total other comprehensive loss | (266) | (266) | |||
Net loss | (39,605) | (39,605) | |||
Balance at Jun. 30, 2022 | 84,979 | $ 7 | 552,752 | (466,710) | (1,070) |
Balance, shares at Jun. 30, 2022 | 73,388 | ||||
Exercise of stock options, net of shares withheld for taxes | 214 | 214 | |||
Exercise of stock options, net of shares withheld for taxes | 192 | ||||
Release of restricted stock units, shares | 118 | ||||
Issuance of common stock as consideration for an acquisition | 91 | 91 | |||
Issuance of common stock as consideration for an acquisition, shares | 6 | ||||
Stock-based compensation | 10,646 | 10,646 | |||
Total other comprehensive loss | (539) | (539) | |||
Net loss | (30,297) | (30,297) | |||
Balance at Sep. 30, 2022 | $ 65,094 | $ 7 | $ 563,703 | $ (497,007) | $ (1,609) |
Balance, shares at Sep. 30, 2022 | 73,704 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (106,939) | $ (42,433) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 8,630 | 3,521 |
Amortization of discount on debt | 1,468 | 87 |
Stock-based compensation | 30,186 | 17,682 |
Allowance for credit losses | 7,007 | 2,124 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (15,265) | (9,898) |
Prepaid expenses | (3,951) | (6,507) |
Deferred commissions | (2,514) | (2,084) |
Accounts payable | (994) | (189) |
Accrued and other liabilities | (7,386) | 4,537 |
Deferred revenue | 3,094 | 1,677 |
Net cash used in operating activities | (86,664) | (31,483) |
Cash flows from investing activities: | ||
Cash paid for acquisition | (696) | (80,952) |
Purchase of property and equipment | (4,206) | (2,287) |
Maturity of marketable securities | 64,650 | |
Purchase of marketable securities | (169,887) | (43,467) |
Net cash used in investing activities | (110,139) | (126,706) |
Cash flows from financing activities: | ||
Proceeds from the issuance of convertible senior notes | 345,000 | |
Payment of debt issuance costs | (10,037) | |
Purchase of capped calls | (35,570) | |
Proceeds from exercise of stock options | 64 | 4,239 |
Net cash provided by (used in) financing activities | 64 | 303,632 |
Net change in cash and cash equivalents and restricted cash | (196,739) | 145,443 |
Cash and cash equivalents and restricted cash, beginning of period | 298,704 | 220,607 |
Cash and cash equivalents and restricted cash, end of period | 101,965 | 366,050 |
Supplemental cash flow information: | ||
Cash paid for interest | 903 | |
Cash paid for taxes | 32 | |
Noncash investing and financing activities: | ||
Changes in capital additions, accrued but not paid | 107 | |
Fair value of shares issued as consideration for acquisition | 4,620 | |
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 | 100,609 | 364,909 |
Restricted cash | 1,356 | 1,141 |
Cash and cash equivalents and restricted cash, end of period | $ 101,965 | $ 366,050 |
Overview
Overview | 9 Months Ended |
Sep. 30, 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 for launching and scaling an 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 | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of significant accounting policies Basis of presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation. Certain information and disclosures normally included in the notes to the annual consolidated financial statements prepared in accordance with GAAP have been omitted from these interim unaudited condensed consolidated financial statements pursuant to the rules and regulations of the SEC. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the accompanying notes for the fiscal year ended December 31, 2021, which are included in our Annual Report on Form 10-K, filed with the SEC on March 1, 2022. The results of operations for the nine months ended September 30, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any other period. 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; 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. 2. Summary of significant accounting policies (continued) 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: Three months ended September 30, Nine months ended September 30, (in thousands) 2022 2021 2022 2021 Revenue: Americas – U.S. $ 56,293 $ 46,167 $ 160,553 $ 119,872 Americas – other 3,321 2,129 8,993 5,781 EMEA 7,000 5,342 20,086 14,464 APAC 5,777 5,647 17,012 14,841 Total revenue $ 72,391 $ 59,285 $ 206,644 $ 154,958 Long-lived assets by geographic region was as follows: September 30, December 31, (in thousands) 2022 2021 Long-lived assets: Americas – U.S. $ 8,244 $ 6,847 Americas - others — — EMEA 514 256 APAC 309 326 Total long-lived assets $ 9,067 $ 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. 2. Summary of significant accounting policies (continued) 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. 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 September 30, 2022 and December 31, 2021 included unb illed receivables of $ 17.6 million and $ 13.1 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 revenues 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 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 allowance for credit losses consisted of the following: (in thousands) Balance at December 31, 2021 $ 3,867 Provision for expected credit losses 1,313 Accounts written off ( 637 ) Balance at March 31, 2022 4,543 Provision for expected credit losses 2,086 Accounts written off ( 636 ) Balance at June 30, 2022 $ 5,993 Provision for expected credit losses 3,608 Accounts written off ( 267 ) Balance at September 30, 2022 $ 9,334 The quarter over quarter increase in the provision for credit losses was due to an increase in specific reserves, 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 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. 2. Summary of significant accounting policies (continued) 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 September 30, 2022, we have ca pitalized $ 3.3 million. As o f December 31, 2021, software costs capitalized were $ 1.7 million. 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. Business combinations 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 expe nses. We recognized $ 6.3 million and $ 31.4 million in acquisition related expenses during the three and nine months ended September 30, 2022, respectively. For the nine months ended September 30, 2 022, $ 0.4 million was recognized on acquisition related spend a nd $ 31.0 million was reco gnized in connection with contingent compensation arrangements entered with our fiscal 2021 acquisitions, as further discussed in Note 5 “Business Combination.” 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. During the first period, earlier achievement of product and financial milestones were not met. 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 intangibles, 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 2. Summary of significant accounting policies (continued) 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 September 30, 2022, we have not 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”). 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 restricted stock units is measured at the date of grant, net of estimated forfeitures, and recognized ratably over the service period. Stock- based compensation related to performance based restricted stock units 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 nine months ended September 30, 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. |
Revenue Recognition and Deferre
Revenue Recognition and Deferred Costs | 9 Months Ended |
Sep. 30, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition and Deferred Costs | 3. Revenue recognition and deferred costs Revenue recognition 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: Three months ended September 30, Nine months ended September 30, (in thousands) 2022 2021 2022 2021 Subscription solutions $ 53,231 $ 42,122 $ 152,503 $ 108,081 Partner and services 19,160 17,163 54,141 46,877 Total revenue $ 72,391 $ 59,285 $ 206,644 $ 154,958 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, 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. A portion of our 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 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. 3. Revenue recognition and deferred costs (continued) We recognize revenue share 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. Contracts with our technology solution partners often 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. 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. Judgment is required to determine which performance obligations are distinct and the allocation of consideration to 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. For certain arrangements, we may be required to allocate the contract’s transaction price to multiple performance obligations based on SSP. The primary method used to estimate SSP is the expected cost-plus margin approach, which considers margins achieved on standalone sales of similar products, market data related to historical margins within an industry, industry sales price averages, market conditions, and profit objectives. 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 $ 11.1 million of previ ously deferred revenue during the nine months ended September 30, 2022. The net increase in the deferred revenue balance for the nine months ended September 30, 2022 is primarily due to increases in SaaS related subscriptions. Amounts recognized from deferred revenue represent primarily revenue from the sale of subscription solutions, integration, and marketing services. As of September 30, 2 022, we had $ 159.5 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 approximately 52 % of the re maining performance obligations as revenue in the following 12 -month period, and the remaining balance in the periods thereafter. 3. Revenue recognition and deferred costs (continued) 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 three 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 nine months ended September 30, 2022 and the year ended December 31, 2021. Sales commiss ions of $ 6.4 million and $ 4.5 million were deferred for the nine months ended September 30, 2022 and 2021, respectively; and deferred commission amortization expense was $ 3.7 million and $ 2.4 million for the nine months ended September 30, 2022 and 2021, respectively. |
Fair Value Measurements, Cash E
Fair Value Measurements, Cash Equivalents and Marketable Securities | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Cash Equivalents and Marketable Securities | 4. Fair value measurements, cash equivalents and marketable securities Financial instruments carried at fair value include cash and cash equivalents, restricted cash and marketable securities. The carrying amount of accounts receivable approximates 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 asset 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 tables summarize the estimated fair value of our cash equivalents, marketable securities and debt. As of September 30, 2022 (in thousands) (Level 1) (Level 2) (Level 3) Total Financial assets: Money market funds $ 81,750 $ 81,750 U.S. treasury securities $ 76,451 $ 76,451 Corporate securities $ 129,683 $ 129,683 Total financial assets $ 158,201 $ 129,683 $ — $ 287,884 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 Total financial assets $ 284,605 $ 80,389 $ — $ 364,994 4. Fair value measurements, cash equivalents and marketable securities (continued) The following tables summarize the estimated fair value of our cash equivalents and marketable securities. As of September 30, 2022 (in thousands) Amortized Gross Gross Estimated Cash equivalents: Money market funds $ 81,750 $ — $ — $ 81,750 Marketable securities: U.S. treasury securities $ 77,253 $ — $ ( 802 ) $ 76,451 Corporate securities $ 130,491 $ — $ ( 808 ) $ 129,683 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 approx imately $ 254.4 million as of S eptember 30, 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 | 9 Months Ended |
Sep. 30, 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 purchase price primarily included $ 0.4 million of developed technology and $ 7.3 million of goodwill that is not expected to be 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) During the year ended December 31, 2021, BigCommerce completed the acquisition of 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 will be paid to those individuals on the first and second anniversaries of the closing for an aggregate amount of $ 1.0 million. The purchase price primarily included $ 1.1 million of intangible assets and $ 0.9 million of goodwill that is not 5. Business combinations (continued) 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. The table below summarizes the estimated fair value of the asset acquired and liability assumed at the date of the acquisition. (in thousands) July 23, 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 post-acquisition 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 the contingent compensation is related to post-acquisition services, it is not considered as part of the purchase price of $ 81.1 million. We reco gnized $ 30.5 million and $ 9.2 million in additional compensation expense related to these contingent compensation arrangements for the nine months ended September 30, 2022 and September 30, 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. 5. Business combinations (continued) 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 Tradename $ 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 three and nine months ended September 2022, pro forma adjustment include a decrease of $ 6.1 million and $ 30.5 million in compensation costs related to the post-acquisition compensation arrangement. The increase in the pro forma adjustment 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. For the three and nine months ended September 30, 2021, pro forma adjustments include a reduction in transaction-related costs of $ 0.6 million and $ 1.7 million excluding the compensation cost related to post-acquisition compensation arrangement, respectively, because they are non-recurring in nature, an increase in amortization of intangible of $ 0.5 million and $ 4.2 million, respectively, and a decrease of $ 5.1 million and increase of $ 3.0 million in compensation costs related to the post-acquisition compensation arrangement, respectively. Three months ended September 30, Nine months ended September 30, (in thousands) 2022 2021 2022 2021 Total revenue $ 72,391 $ 61,125 $ 206,644 $ 169,683 Net loss $ ( 24,226 ) $ ( 16,894 ) $ ( 76,492 ) $ ( 48,272 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 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. Goodwill amounts are not amortized but tested for impairment on an annual basis. There was no impairment of goodwill as of September 30, 2022. Definite-lived intangible assets are amortized on a straight-line basis over the useful life. Definite-lived intangible assets amortization w as $ 6.1 million a nd $ 1.4 million for nine months ended September 30, 2022 and September 30, 2021 respectively. Definite-lived intangible assets consists of the following: (in thousands) September 30, 2022 December 31, 2021 Weighted average remaining useful life as of September 30, 2022 (in years) Gross amount Accumulated amortization Net carrying amount Gross amount Accumulated amortization Net carrying amount Developed technology $ 13,367 $ ( 3,885 ) $ 9,482 $ 12,937 $ ( 1,294 ) $ 11,643 2.8 Customer relationship $ 22,525 $ ( 4,738 ) $ 17,787 $ 22,525 $ ( 1,749 ) $ 20,776 4.6 Tradename $ 2,470 $ ( 587 ) $ 1,883 $ 2,470 $ ( 217 ) $ 2,253 3.8 Non-compete agreement $ 162 $ ( 64 ) $ 98 $ 162 $ ( 24 ) $ 138 1.8 Other intangibles $ 285 $ ( 135 ) $ 150 $ 285 $ ( 63 ) $ 222 1.6 Total definite-lived intangible $ 38,809 $ ( 9,409 ) $ 29,400 $ 38,379 $ ( 3,347 ) $ 35,032 6. Goodwill and intangible assets (continued) As of September 30, 2022, expected amortization expense for definite-lived intangible assets was as follows: (in thousands) September 30, 2022 2022 (October 1st through December 31st) 2,017 2023 8,065 2024 7,930 2025 6,241 2026 3,429 Thereafter 1,718 Total $ 29,400 |
Commitments, Contingencies, and
Commitments, Contingencies, and Leases | 9 Months Ended |
Sep. 30, 2022 | |
Commitments Contingencies And Leases [Abstract] | |
Commitments, Contingencies, and Leases | 7. Commitments, contingencies, and leases 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 September 30, 2022 or December 31, 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. Operating and short-term rent expenses was $ 1.0 million and $ 1.0 million for the three-month periods ended September 30, 2022 and 2021, respectively an d was $ 3.0 million an d $ 2.8 million for the nine month periods ended September 30, 2022 and 2021, respectively. Short-term rent expense was not material for any of the periods presented. Supplemental lease information Cash flow information (in thousands) Nine months ended September 30, 2022 2021 Cash paid for operating lease liabilities $ 2,894 $ 2,962 Right-of-use assets obtained in acquisition $ — $ 345 Operating lease information Nine months ended September 30, 2022 2021 Weighted-average remaining lease-term 4.84 5.53 Weighted-average discount rate 5.42 % 5.46 % 7. Commitments, contingencies, and leases (continued) The future maturities of operating lease liabilities are as follows: (in thousands) September 30, 2022 2022 (October 1st through December 31st) 912 2023 3,254 2024 2,985 2025 2,775 2026 2,528 Thereafter 2,852 Total minimum lease payments $ 15,306 Less imputed interest ( 1,890 ) Total lease liabilities $ 13,416 |
Other Liabilities
Other Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | 8. Other liabilities The following table summarizes the components of other current liabilities: As of September 30, As of December 31, (in thousands) 2022 2021 Sales tax payable $ 1,028 $ 679 Payroll and payroll related expenses 11,910 17,315 Acquisition related compensation 21,820 14,309 Other 3,239 3,951 Other current liabilities $ 37,997 $ 36,254 Included in other long-term liabilities at September 30, 2022 and December 3 1, 2021, is $ 0.2 million an d $ 7.2 million, respectively, that has been accrued in connection with the acquisition of Feedonomics and B2B Ninja, as further discussed in Note 5 “Business Combinations.” |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 9. 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. 9. Debt (continued) 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 Notes, we used $ 35.6 million of the net proceeds from the Notes to enter into privately negotiated capped call transactions (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) September 30, December 31, Principal balance $ 345,000 $ 345,000 Unamortized issuance costs $ ( 7,995 ) $ ( 9,463 ) Carrying value, net $ 337,005 $ 335,537 9. Debt (continued) The total interest expense recognized related to the Notes consists of the following: Three months ended Nine months ended (in thousands) 2022 2021 2022 2021 Contractual interest expense $ 215 $ 38 $ 652 $ 38 Amortization of issuance costs 491 87 1,468 87 Total $ 706 $ 125 $ 2,120 $ 125 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. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | 10. Stockholders’ equity (deficit) Equity Incentive Plans – Stock Options During the nine months ended September 30, 2022, we granted an aggregate of 876,584 shares of stock options, with a weighted average exercise price of $ 20.25 per share. The fair value of options granted was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions (i) expected term of 6.1 years, (ii) expected volatility of 63 %, (iii) risk-free interest rate 1.8 % and (iv) expected dividend yield of 0 %. Restricted Stock Units During the nine months ended September 30, 2022, we granted an aggregate of 4,187,448 RSUs with a weighted grant-date fair value of $ 17.62 . The RSUs vest over the requisite service period of 4 years from the date of grant, subject to the continued employment of the employees. Stock Based Compensation Expense Stock-based compensation expense was included in the following line items in the accompanying condensed consolidated statements of operations during the periods presented: Three months ended Nine months ended (in thousands) 2022 2021 2022 2021 Cost of revenue $ 1,063 $ 293 $ 2,903 $ 1,206 Sales and marketing 2,857 1,829 8,577 5,351 Research and development 3,102 1,566 8,657 4,180 General and administrative 3,624 2,301 10,049 6,945 Total stock-based compensation expense $ 10,646 $ 5,989 $ 30,186 $ 17,682 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income taxes Our provision for income taxes is based on estimated effective tax rates derived from an estimate of annual consolidated earnings before taxes, adjusted for nondeductible expenses, other permanent items, valuation allowances, and any applicable income tax credits. Our provision for incomes taxes reflected an effective tax rat e of ( 0.28 ) % and ( 1.20 ) % f or the three months ended September 30, 2022 and 2021 respectivel y and ( 0.23 )% and ( 0.62 )%, for the nine months ended September 30, 2022 and 2021 respectively. The difference in the 21 % U.S. statutory tax rate and the effective tax rates for all periods is primarily a result of valuation allowances offsetting the benefit of forecasted losses in the U.S., Australia, and the United Kingdom. The income tax expense recorded for the three and nine months ended September 30, 2022 is primarily related to foreign jurisdictions in which we are profitable, changes in deferred tax liabilities associated with amortization of United States tax deductible goodwill, and state taxes in certain states in which we have taxable income. These tax expenses are offset by the deferred tax benefit attributable to the release of valuation allowance related to the acquisition of deferred tax liabilities associated with our business combination occurring during the three months ended June 30, 2022. 11. Income taxes (continued) The income tax expense recorded for the three and nine months ended September 30, 2021 is primarily related to foreign jurisdictions in which we are profitable and state taxes in certain states in which we have taxable income. We have historically incurred operating losses in the United States, Australia, and the United Kingdom and, given our cumulative losses and limited history of profits, have recorded a valuation allowance against the net deferred tax assets in these jurisdictions, exclusive of any tax deductible goodwill, at September 30, 2022 and September 30, 2021, respectively. We file tax returns in the U.S., including various state and local returns, and in other foreign jurisdictions including Australia, Ireland, Singapore, Ukraine, and the United Kingdom. We believe adequate provision has been made for all income tax uncertainties. We are not currently under audit in any filing jurisdiction. Fiscal years 2017 through 2021 remain open to examination by the major taxing jurisdictions to which we are subject; although, carry forward attributes that were generated in tax years prior to fiscal year 2017 may be adjusted upon examination by the tax authorities up to the close of the statute of limitations on the year in which the attributes are utilized. We account for uncertainty in income taxes recognized in our financial statements using prescribed recognition thresholds and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on our tax return s. We had $ 396 thousand of tax effected unrecognized tax benefits as of June 30, 2022 , none of which would affect our effective income tax rate if recognized. We recorded no increase in unrecognized tax benefits for the three- month period ended September 30, 2022. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 12. 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 three and nine months ended September 30, 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 September 30, 2022. Series 1 common stock is referred to as common stock throughout, unless otherwise noted. The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported: As of September 30, (in thousands) 2022 2021 Stock options outstanding 5,825 6,393 Restricted stock units 5,743 2,245 Acquisition related compensation (1) 2,234 1,207 Convertible debt 4,719 4,719 Total potentially dilutive securities 18,521 14,564 (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 consideration. Of the $ 35.0 million to be paid as of September 30, 2022, $ 33.1 million can be settled in our own stock assuming a price of $ 14.80 per share. As of September 30, 2021, of the $ 65.0 million to be paid, $ 61.1 million can be settled in our own stock assuming a price of $ 50.64 per share. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation. Certain information and disclosures normally included in the notes to the annual consolidated financial statements prepared in accordance with GAAP have been omitted from these interim unaudited condensed consolidated financial statements pursuant to the rules and regulations of the SEC. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the accompanying notes for the fiscal year ended December 31, 2021, which are included in our Annual Report on Form 10-K, filed with the SEC on March 1, 2022. The results of operations for the nine months ended September 30, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any other period. |
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; 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. 2. Summary of significant accounting policies (continued) |
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: Three months ended September 30, Nine months ended September 30, (in thousands) 2022 2021 2022 2021 Revenue: Americas – U.S. $ 56,293 $ 46,167 $ 160,553 $ 119,872 Americas – other 3,321 2,129 8,993 5,781 EMEA 7,000 5,342 20,086 14,464 APAC 5,777 5,647 17,012 14,841 Total revenue $ 72,391 $ 59,285 $ 206,644 $ 154,958 Long-lived assets by geographic region was as follows: September 30, December 31, (in thousands) 2022 2021 Long-lived assets: Americas – U.S. $ 8,244 $ 6,847 Americas - others — — EMEA 514 256 APAC 309 326 Total long-lived assets $ 9,067 $ 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. 2. Summary of significant accounting policies (continued) 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. 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 September 30, 2022 and December 31, 2021 included unb illed receivables of $ 17.6 million and $ 13.1 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 revenues 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 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 allowance for credit losses consisted of the following: (in thousands) Balance at December 31, 2021 $ 3,867 Provision for expected credit losses 1,313 Accounts written off ( 637 ) Balance at March 31, 2022 4,543 Provision for expected credit losses 2,086 Accounts written off ( 636 ) Balance at June 30, 2022 $ 5,993 Provision for expected credit losses 3,608 Accounts written off ( 267 ) Balance at September 30, 2022 $ 9,334 The quarter over quarter increase in the provision for credit losses was due to an increase in specific reserves, 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 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. 2. Summary of significant accounting policies (continued) 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 September 30, 2022, we have ca pitalized $ 3.3 million. As o f December 31, 2021, software costs capitalized were $ 1.7 million. |
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. |
Business combinations and acquisition related expenses | Business combinations 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 expe nses. We recognized $ 6.3 million and $ 31.4 million in acquisition related expenses during the three and nine months ended September 30, 2022, respectively. For the nine months ended September 30, 2 022, $ 0.4 million was recognized on acquisition related spend a nd $ 31.0 million was reco gnized in connection with contingent compensation arrangements entered with our fiscal 2021 acquisitions, as further discussed in Note 5 “Business Combination.” 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. During the first period, earlier achievement of product and financial milestones were not met. 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 intangibles, net | Goodwill and other acquired intangibles, 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 2. Summary of significant accounting policies (continued) 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 September 30, 2022, we have not 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”). 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 restricted stock units is measured at the date of grant, net of estimated forfeitures, and recognized ratably over the service period. Stock- based compensation related to performance based restricted stock units 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 nine months ended September 30, 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Revenue by Geographic Region | Revenue by geographic region was as follows: Three months ended September 30, Nine months ended September 30, (in thousands) 2022 2021 2022 2021 Revenue: Americas – U.S. $ 56,293 $ 46,167 $ 160,553 $ 119,872 Americas – other 3,321 2,129 8,993 5,781 EMEA 7,000 5,342 20,086 14,464 APAC 5,777 5,647 17,012 14,841 Total revenue $ 72,391 $ 59,285 $ 206,644 $ 154,958 |
Schedule of Long-lived Assets by Geographic Region | Long-lived assets by geographic region was as follows: September 30, December 31, (in thousands) 2022 2021 Long-lived assets: Americas – U.S. $ 8,244 $ 6,847 Americas - others — — EMEA 514 256 APAC 309 326 Total long-lived assets $ 9,067 $ 7,429 |
Schedule of Allowance for Credit Losses | The allowance for credit losses consisted of the following: (in thousands) Balance at December 31, 2021 $ 3,867 Provision for expected credit losses 1,313 Accounts written off ( 637 ) Balance at March 31, 2022 4,543 Provision for expected credit losses 2,086 Accounts written off ( 636 ) Balance at June 30, 2022 $ 5,993 Provision for expected credit losses 3,608 Accounts written off ( 267 ) Balance at September 30, 2022 $ 9,334 The quarter over quarter increase in the provision for credit losses was due to an increase in specific reserves, 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 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) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Disaggregate Revenue by Major Source | The following table disaggregates our revenue by major source: Three months ended September 30, Nine months ended September 30, (in thousands) 2022 2021 2022 2021 Subscription solutions $ 53,231 $ 42,122 $ 152,503 $ 108,081 Partner and services 19,160 17,163 54,141 46,877 Total revenue $ 72,391 $ 59,285 $ 206,644 $ 154,958 |
Fair Value Measurements, Cash_2
Fair Value Measurements, Cash Equivalents and Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Estimated Fair Value of Our Cash Equivalents and Marketable Securities | The following tables summarize the estimated fair value of our cash equivalents, marketable securities and debt. As of September 30, 2022 (in thousands) (Level 1) (Level 2) (Level 3) Total Financial assets: Money market funds $ 81,750 $ 81,750 U.S. treasury securities $ 76,451 $ 76,451 Corporate securities $ 129,683 $ 129,683 Total financial assets $ 158,201 $ 129,683 $ — $ 287,884 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 Total financial assets $ 284,605 $ 80,389 $ — $ 364,994 4. Fair value measurements, cash equivalents and marketable securities (continued) The following tables summarize the estimated fair value of our cash equivalents and marketable securities. As of September 30, 2022 (in thousands) Amortized Gross Gross Estimated Cash equivalents: Money market funds $ 81,750 $ — $ — $ 81,750 Marketable securities: U.S. treasury securities $ 77,253 $ — $ ( 802 ) $ 76,451 Corporate securities $ 130,491 $ — $ ( 808 ) $ 129,683 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) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Summary of Estimated Fair Value of Asset Acquired and Liability Assumed | The table below summarizes the estimated fair value of the asset acquired and liability assumed at the date of the acquisition. (in thousands) July 23, 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 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 Tradename $ 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. Three months ended September 30, Nine months ended September 30, (in thousands) 2022 2021 2022 2021 Total revenue $ 72,391 $ 61,125 $ 206,644 $ 169,683 Net loss $ ( 24,226 ) $ ( 16,894 ) $ ( 76,492 ) $ ( 48,272 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Definite-lived Intangible Assets | Definite-lived intangible assets consists of the following: (in thousands) September 30, 2022 December 31, 2021 Weighted average remaining useful life as of September 30, 2022 (in years) Gross amount Accumulated amortization Net carrying amount Gross amount Accumulated amortization Net carrying amount Developed technology $ 13,367 $ ( 3,885 ) $ 9,482 $ 12,937 $ ( 1,294 ) $ 11,643 2.8 Customer relationship $ 22,525 $ ( 4,738 ) $ 17,787 $ 22,525 $ ( 1,749 ) $ 20,776 4.6 Tradename $ 2,470 $ ( 587 ) $ 1,883 $ 2,470 $ ( 217 ) $ 2,253 3.8 Non-compete agreement $ 162 $ ( 64 ) $ 98 $ 162 $ ( 24 ) $ 138 1.8 Other intangibles $ 285 $ ( 135 ) $ 150 $ 285 $ ( 63 ) $ 222 1.6 Total definite-lived intangible $ 38,809 $ ( 9,409 ) $ 29,400 $ 38,379 $ ( 3,347 ) $ 35,032 6. Goodwill and intangible assets (continued) |
Schedule of Expected Amortization Expense for Definite-lived Intangible Assets | As of September 30, 2022, expected amortization expense for definite-lived intangible assets was as follows: (in thousands) September 30, 2022 2022 (October 1st through December 31st) 2,017 2023 8,065 2024 7,930 2025 6,241 2026 3,429 Thereafter 1,718 Total $ 29,400 |
Commitments, Contingencies, a_2
Commitments, Contingencies, and Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments Contingencies And Leases [Abstract] | |
Supplemental Lease Information | Supplemental lease information Cash flow information (in thousands) Nine months ended September 30, 2022 2021 Cash paid for operating lease liabilities $ 2,894 $ 2,962 Right-of-use assets obtained in acquisition $ — $ 345 Operating lease information Nine months ended September 30, 2022 2021 Weighted-average remaining lease-term 4.84 5.53 Weighted-average discount rate 5.42 % 5.46 % |
Schedule of Future Maturities of Operating Lease Liabilities | The future maturities of operating lease liabilities are as follows: (in thousands) September 30, 2022 2022 (October 1st through December 31st) 912 2023 3,254 2024 2,985 2025 2,775 2026 2,528 Thereafter 2,852 Total minimum lease payments $ 15,306 Less imputed interest ( 1,890 ) Total lease liabilities $ 13,416 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Components of Other Current Liabilities | The following table summarizes the components of other current liabilities: As of September 30, As of December 31, (in thousands) 2022 2021 Sales tax payable $ 1,028 $ 679 Payroll and payroll related expenses 11,910 17,315 Acquisition related compensation 21,820 14,309 Other 3,239 3,951 Other current liabilities $ 37,997 $ 36,254 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Net Carrying Amount of Notes | The net carrying amount of the Notes consists of the following: (in thousands) September 30, December 31, Principal balance $ 345,000 $ 345,000 Unamortized issuance costs $ ( 7,995 ) $ ( 9,463 ) Carrying value, net $ 337,005 $ 335,537 9. Debt (continued) |
Summary of Total Interest Expense Recognized Related to Notes | The total interest expense recognized related to the Notes consists of the following: Three months ended Nine months ended (in thousands) 2022 2021 2022 2021 Contractual interest expense $ 215 $ 38 $ 652 $ 38 Amortization of issuance costs 491 87 1,468 87 Total $ 706 $ 125 $ 2,120 $ 125 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense was included in the following line items in the accompanying condensed consolidated statements of operations during the periods presented: Three months ended Nine months ended (in thousands) 2022 2021 2022 2021 Cost of revenue $ 1,063 $ 293 $ 2,903 $ 1,206 Sales and marketing 2,857 1,829 8,577 5,351 Research and development 3,102 1,566 8,657 4,180 General and administrative 3,624 2,301 10,049 6,945 Total stock-based compensation expense $ 10,646 $ 5,989 $ 30,186 $ 17,682 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 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 have an antidilutive impact due to losses reported: As of September 30, (in thousands) 2022 2021 Stock options outstanding 5,825 6,393 Restricted stock units 5,743 2,245 Acquisition related compensation (1) 2,234 1,207 Convertible debt 4,719 4,719 Total potentially dilutive securities 18,521 14,564 (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 consideration. Of the $ 35.0 million to be paid as of September 30, 2022, $ 33.1 million can be settled in our own stock assuming a price of $ 14.80 per share. As of September 30, 2021, of the $ 65.0 million to be paid, $ 61.1 million can be settled in our own stock assuming a price of $ 50.64 per share. |
Overview - Additional Informati
Overview - Additional Information (Details) | 9 Months Ended |
Sep. 30, 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 | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total revenue | $ 72,391 | $ 59,285 | $ 206,644 | $ 154,958 |
Americas - U.S. | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total revenue | 56,293 | 46,167 | 160,553 | 119,872 |
Americas - other | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total revenue | 3,321 | 2,129 | 8,993 | 5,781 |
EMEA | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total revenue | 7,000 | 5,342 | 20,086 | 14,464 |
APAC | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total revenue | $ 5,777 | $ 5,647 | $ 17,012 | $ 14,841 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Long-lived Assets by Geographic Region (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | $ 9,067 | $ 7,429 |
Americas - U.S. | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | 8,244 | 6,847 |
EMEA | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | 514 | 256 |
APAC | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | $ 309 | $ 326 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Accounts receivable including unbilled receivables | $ 17,600 | $ 17,600 | $ 13,100 | ||
Software development costs | 3,300 | $ 3,300 | $ 1,700 | ||
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 | $ 6,260 | $ 9,792 | $ 31,441 | $ 10,899 | |
Acquisition related spend | 400 | ||||
Business combination compensation expense related to contingent compensation | $ 31,000 | ||||
ASU 2021-08 | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Change in Accounting Principle, Accounting Standards Update, Early Adoption [true false] | true | true | |||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2022 | Jan. 01, 2022 | |||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | 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 | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Allowance For Credit Loss [Abstract] | |||||
Beginning Balance | $ 5,993 | $ 4,543 | $ 3,867 | $ 3,867 | |
Provision for expected credit losses | 3,608 | 2,086 | 1,313 | 7,007 | $ 2,124 |
Accounts written off | (267) | (636) | (637) | ||
Ending Balance | $ 9,334 | $ 5,993 | $ 4,543 | $ 9,334 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) | 9 Months Ended |
Sep. 30, 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 | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 72,391 | $ 59,285 | $ 206,644 | $ 154,958 |
Subscription Solutions | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 53,231 | 42,122 | 152,503 | 108,081 |
Partner and Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 19,160 | $ 17,163 | $ 54,141 | $ 46,877 |
Revenue Recognition and Defer_4
Revenue Recognition and Deferred Costs - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | |||
Recognized previously deferred revenue | $ 11,100,000 | ||
Amortization of deferred sales commissions estimated period | 3 years | ||
Impairment of deferred commissions | $ 0 | $ 0 | |
Deferred sales commissions | 6,400,000 | $ 4,500,000 | |
Deferred commission amortization expense | $ 3,700,000 | $ 2,400,000 | |
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: 2022-10-01 $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining performance obligations | $ 159.5 |
Remaining performance obligations, percentage | 52% |
Remaining performance obligations, satisfaction period | 12 months |
Revenue, expected recognition period, explanation | We expect to recognize approximately 52% of the remaining performance obligations as revenue in the following 12-month period, and the remaining balance in the periods thereafter. |
Fair Value Measurements, Cash_3
Fair Value Measurements, Cash Equivalents and Marketable Securities -Summarize the Estimated Fair Value of Our Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Financial assets: | ||
Financial assets | $ 287,884 | $ 364,994 |
Money market funds | ||
Financial assets: | ||
Financial assets | 81,750 | 262,679 |
Amortized Cost | 81,750 | 262,679 |
Estimated Fair Value | 81,750 | 262,679 |
U.S Treasury Securities | ||
Financial assets: | ||
Financial assets | 76,451 | 21,926 |
Amortized Cost | 77,253 | 21,999 |
Gross Unrealized Losses | (802) | (74) |
Estimated Fair Value | 76,451 | 21,925 |
Corporate securities | ||
Financial assets: | ||
Financial assets | 129,683 | 80,389 |
Amortized Cost | 130,491 | 80,506 |
Gross Unrealized Losses | (808) | (117) |
Estimated Fair Value | 129,683 | 80,389 |
Level 1 | ||
Financial assets: | ||
Financial assets | 158,201 | 284,605 |
Level 1 | Money market funds | ||
Financial assets: | ||
Financial assets | 81,750 | 262,679 |
Level 1 | U.S Treasury Securities | ||
Financial assets: | ||
Financial assets | 76,451 | 21,926 |
Level 2 | ||
Financial assets: | ||
Financial assets | 129,683 | 80,389 |
Level 2 | Corporate securities | ||
Financial assets: | ||
Financial assets | $ 129,683 | $ 80,389 |
Fair Value Measurements, Cash_4
Fair Value Measurements, Cash Equivalents and Marketable Securities - Additional Information (Details) - 0.25% Senior Notes Due 2026 - USD ($) $ in Millions | Sep. 30, 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 | $ 254.4 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Aug. 03, 2022 | Apr. 25, 2022 | Jul. 23, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||||
Payments to acquire businesses, gross | $ 696 | $ 80,952 | ||||||
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 | $ 30,500 | 9,200 | ||||||
Acquisition related intangible assets | 36,951 | |||||||
Business combination pro forma information reduction in post-acquisition compensation | $ 6,100 | $ 5,100 | $ 30,500 | |||||
Business combination pro forma information reduction in transaction related costs | 600 | 1,700 | ||||||
Business combination pro forma information increase in amortization of intangible | $ 500 | 4,200 | ||||||
Business combination pro forma information increase in post-acquisition compensation | $ 3,000 | |||||||
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 | |||||||
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 Estimated Fair Value of Asset Acquired and Liability Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 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 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 |
Tradename | |
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 | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Total revenue | $ 72,391 | $ 61,125 | $ 206,644 | $ 169,683 |
Net loss | $ (24,226) | $ (16,894) | $ (76,492) | $ (48,272) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||||
Impairment of goodwill | $ 0 | |||
Amortization of intangible assets | $ 2,016,000 | $ 1,402,000 | $ 6,062,000 | $ 1,402,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Definite-lived Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 38,809 | $ 38,379 |
Accumulated amortization | (9,409) | (3,347) |
Net carrying amount | 29,400 | 35,032 |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | 13,367 | 12,937 |
Accumulated amortization | (3,885) | (1,294) |
Net carrying amount | $ 9,482 | 11,643 |
Definite-lived intangible, weighted average remaining useful life | 2 years 9 months 18 days | |
Customer Relationship | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 22,525 | 22,525 |
Accumulated amortization | (4,738) | (1,749) |
Net carrying amount | $ 17,787 | 20,776 |
Definite-lived intangible, weighted average remaining useful life | 4 years 7 months 6 days | |
Tradename | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 2,470 | 2,470 |
Accumulated amortization | (587) | (217) |
Net carrying amount | $ 1,883 | 2,253 |
Definite-lived intangible, weighted average remaining useful life | 3 years 9 months 18 days | |
Non-compete Agreement | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 162 | 162 |
Accumulated amortization | (64) | (24) |
Net carrying amount | $ 98 | 138 |
Definite-lived intangible, weighted average remaining useful life | 1 year 9 months 18 days | |
Other Intangible Assets | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 285 | 285 |
Accumulated amortization | (135) | (63) |
Net carrying amount | $ 150 | $ 222 |
Definite-lived intangible, weighted average remaining useful life | 1 year 7 months 6 days |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Expected Amortization Expense for Definite-lived Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2022 (October 1st through December 31st) | $ 2,017 | |
2023 | 8,065 | |
2024 | 7,930 | |
2025 | 6,241 | |
2026 | 3,429 | |
Thereafter | 1,718 | |
Net carrying amount | $ 29,400 | $ 35,032 |
Commitment, Contingencies, and
Commitment, Contingencies, and Leases - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Commitments Contingencies And Leases [Abstract] | |||||
Liability related to indemnification obligations | $ 0 | $ 0 | $ 0 | ||
Operating lease, expiration year | 2028 | ||||
Operating and short-term rent expense | $ 1,000,000 | $ 1,000,000 | $ 3,000,000 | $ 2,800,000 |
Commitment, Contingencies, an_2
Commitment, Contingencies, and Leases - Schedule of Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Commitments Contingencies And Leases [Abstract] | ||
Cash paid for operating lease liabilities | $ 2,894 | $ 2,962 |
Right-of-use assets obtained in acquisition | $ 345 |
Commitment, Contingencies, an_3
Commitment, Contingencies, and Leases - Schedule of Operating Lease Information (Details) | Sep. 30, 2022 | Sep. 30, 2021 |
Commitments Contingencies And Leases [Abstract] | ||
Weighted-average remaining lease-term | 4 years 10 months 2 days | 5 years 6 months 10 days |
Weighted-average discount rate | 5.42% | 5.46% |
Commitment, Contingencies, an_4
Commitment, Contingencies, and Leases - Schedule of Future Maturities of Operating Lease Liabilities (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Commitments Contingencies And Leases [Abstract] | |
2022 (October 1st through December 31st) | $ 912 |
2023 | 3,254 |
2024 | 2,985 |
2025 | 2,775 |
2026 | 2,528 |
Thereafter | 2,852 |
Total minimum lease payments | 15,306 |
Less imputed interest | (1,890) |
Total lease liabilities | $ 13,416 |
Other Liabilities - Components
Other Liabilities - Components of Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Sales tax payable | $ 1,028 | $ 679 |
Payroll and payroll related expenses | 11,910 | 17,315 |
Acquisition related compensation | 21,820 | 14,309 |
Other | 3,239 | 3,951 |
Other current liabilities | $ 37,997 | $ 36,254 |
Other Liabilities - Additional
Other Liabilities - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Line Items] | ||
Other long-term liabilities, net of current portion | $ 619 | $ 7,248 |
Feedonomics and B2B Ninja | ||
Other Liabilities Disclosure [Line Items] | ||
Other long-term liabilities, net of current portion | $ 200 | $ 7,200 |
Debt - Additional Information (
Debt - Additional Information (Details) | 1 Months Ended | 9 Months Ended | |||
Sep. 09, 2021 USD ($) $ / shares | Sep. 30, 2021 USD ($) Days $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) $ / shares | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||
Net proceeds from sale of convertible senior notes | $ 345,000,000 | ||||
Transaction costs attributable to issuance of notes | $ 7,995,000 | $ 9,463,000 | |||
0.25% Convertible Senior Notes Due 2026 | |||||
Debt Instrument [Line Items] | |||||
Debt principal amount | $ 345,000,000 | $ 345,000,000 | |||
Debt instrument, interest rate | 0.25% | 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 | $ 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 | $ 73.11 | |||
Debt instrument, effective interest rate | 0.84% | 0.84% | |||
Transaction costs attributable to issuance of notes | $ 10,000,000 | $ 10,000,000 | |||
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 | $ 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 | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Principal balance | $ 345,000 | $ 345,000 |
Unamortized issuance costs | (7,995) | (9,463) |
Carrying value, net | $ 337,005 | $ 335,537 |
Debt - Summary of Total Interes
Debt - Summary of Total Interest Expense Recognized Related to Notes (Details) - 0.25% Convertible Senior Notes Due 2026 - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 215 | $ 38 | $ 652 | $ 38 |
Amortization of issuance costs | 491 | 87 | 1,468 | 87 |
Total | $ 706 | $ 125 | $ 2,120 | $ 125 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Class Of Stock [Line Items] | |
Stock options granted | shares | 876,584 |
Weighted average exercise price of stock options granted | $ / shares | $ 20.25 |
Fair value assumptions, expected term | 6 years 1 month 6 days |
Fair value assumptions, expected volatility rate | 63% |
Fair value assumptions, risk-free interest rate | 1.80% |
Fair value assumptions, expected dividend yield | 0% |
Restricted Stock Units | |
Class Of Stock [Line Items] | |
Awards granted to employees | shares | 4,187,448 |
Awards granted to employees, fair value per share | $ / shares | $ 17.62 |
Weighted-average requisite service period | 4 years |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 10,646 | $ 5,989 | $ 30,186 | $ 17,682 |
Cost of Revenue | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 1,063 | 293 | 2,903 | 1,206 |
Sales and Marketing | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 2,857 | 1,829 | 8,577 | 5,351 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 3,102 | 1,566 | 8,657 | 4,180 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 3,624 | $ 2,301 | $ 10,049 | $ 6,945 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Effective tax rate | (0.28%) | (1.20%) | (0.23%) | (0.62%) | |
U.S. statutory tax rate | 21% | ||||
Unrecognized Tax Benefits | $ 396,000 | ||||
Unrecognized tax benefits, period increase (decrease) | $ 0 |
Net Loss per Share - Additional
Net Loss per Share - Additional Information (Details) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Series 2 Common Stock | ||
Earnings Per Share Basic [Line Items] | ||
Number of shares outstanding in Series 2 | 0 | 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 | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities outstanding excluded from computation of diluted weighted-average shares outstanding | 18,521 | 14,564 |
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 | 5,825 | 6,393 |
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 | 5,743 | 2,245 |
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 | 2,234 | 1,207 |
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 | 9 Months Ended | ||
Aug. 03, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Businesses acquisition price | $ 696 | $ 80,952 | |
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 | 35,000 | 65,000 | |
Business acquisition value settled with stock | $ 33,100 | $ 61,100 | |
Business acquisition settled in share price | $ 14.80 | $ 50.64 | |
Business combination contingent compensation | $ 1,500 |