Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 06, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
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, Suite 100 | |
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 | 76,089,809 | |
Security12b Title | Series 1 common stock, $0.0001 par value per share | |
Trading Symbol | BIGC | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 69,779 | $ 91,573 |
Restricted cash | 1,107 | 1,457 |
Marketable securities | 195,590 | 211,941 |
Accounts receivable, net | 51,797 | 51,899 |
Prepaid expenses and other assets | 15,673 | 11,206 |
Deferred commissions | 7,585 | 6,171 |
Total current assets | 341,531 | 374,247 |
Property and equipment, net | 10,538 | 9,083 |
Operating lease, right-of-use-assets | 4,681 | 5,887 |
Prepaid expenses, net of current portion | 596 | 470 |
Deferred commissions, net of current portion | 7,397 | 7,037 |
Intangible assets, net | 21,484 | 27,583 |
Goodwill | 49,749 | 49,749 |
Total assets | 435,976 | 474,056 |
Current liabilities | ||
Accounts payable | 6,265 | 7,013 |
Accrued liabilities | 3,091 | 2,937 |
Deferred revenue | 31,269 | 17,783 |
Current portion of long-term debt | 403 | 0 |
Current portion of operating lease liabilities | 2,535 | 2,609 |
Other current liabilities | 23,491 | 48,444 |
Total current liabilities | 67,054 | 78,786 |
Deferred revenue, net of current portion | 807 | 1,759 |
Long-term debt | 339,394 | 337,497 |
Operating lease liabilities, net of current portion | 8,090 | 10,008 |
Other long-term liabilities, net of current portion | 756 | 334 |
Total liabilities | 416,101 | 428,384 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity | ||
Common stock, $0.0001 par value; 505,051 shares authorized at September 30, 2023 and December 31, 2022, respectively; 76,082 and 73,945 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively. | 7 | 7 |
Additional paid-in capital | 611,767 | 576,851 |
Accumulated other comprehensive loss | (417) | (1,199) |
Accumulated deficit | (591,482) | (529,987) |
Total stockholders’ equity | 19,875 | 45,672 |
Total liabilities and stockholders’ equity | $ 435,976 | $ 474,056 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 505,051,000 | 505,051,000 |
Common stock, shares issued | 76,082,000 | 73,945,000 |
Common stock, shares outstanding | 76,082,000 | 73,945,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Income Statement [Abstract] | |||||
Revenue | $ 78,045 | $ 72,391 | $ 225,245 | $ 206,644 | |
Cost of revenue | [1] | 19,054 | 17,525 | 55,256 | 51,488 |
Gross profit | 58,991 | 54,866 | 169,989 | 155,156 | |
Operating expenses: | |||||
Sales and marketing | [1] | 36,253 | 35,973 | 105,898 | 105,645 |
Research and development | [1] | 21,703 | 22,245 | 63,951 | 65,584 |
General and administrative | [1] | 14,342 | 18,932 | 45,264 | 52,304 |
Acquisition related expenses | [1] | 1,067 | 6,260 | 9,317 | 31,441 |
Restructuring charges | [1] | 5,795 | 0 | 6,215 | 0 |
Amortization of intangible assets | [1] | 2,033 | 2,016 | 6,099 | 6,062 |
Total operating expenses | [1] | 81,193 | 85,426 | 236,744 | 261,036 |
Loss from operations | (22,202) | (30,560) | (66,755) | (105,880) | |
Interest income | 3,059 | 1,431 | 8,310 | 2,130 | |
Interest expense | (721) | (706) | (2,165) | (2,120) | |
Other expenses | (301) | (376) | (333) | (828) | |
Loss before provision for income taxes | (20,165) | (30,211) | (60,943) | (106,698) | |
Provision for income taxes | (145) | (86) | (552) | (241) | |
Net loss | $ (20,310) | $ (30,297) | $ (61,495) | $ (106,939) | |
Basic net loss per share | $ (0.27) | $ (0.41) | $ (0.82) | $ (1.46) | |
Shares used to compute basic net loss per share | 75,387 | 73,508 | 74,778 | 73,027 | |
[1] Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Cost of revenue $ 1,323 $ 1,091 $ 3,802 $ 2,946 Sales and marketing 3,626 3,254 10,059 9,795 Research and development 4,124 3,144 11,570 8,749 General and administrative 3,028 3,296 8,680 9,337 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Stock-based compensation expense | $ 11,773 | $ 10,646 | $ 33,550 | $ 30,186 |
Cost of Revenue | ||||
Stock-based compensation expense | 1,323 | 1,091 | 3,802 | 2,946 |
Sales and Marketing | ||||
Stock-based compensation expense | 3,626 | 3,254 | 10,059 | 9,795 |
Research and Development | ||||
Stock-based compensation expense | 4,124 | 3,144 | 11,570 | 8,749 |
General and Administrative | ||||
Stock-based compensation expense | $ 3,028 | $ 3,296 | $ 8,680 | $ 9,337 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (20,310) | $ (30,297) | $ (61,495) | $ (106,939) |
Other comprehensive income (loss): | ||||
Net unrealized gain (loss) on marketable debt securities | 155 | (539) | 782 | (1,418) |
Total comprehensive loss | $ (20,155) | $ (30,836) | $ (60,713) | $ (108,357) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Balance at Dec. 31, 2021 | $ 138,288 | $ 7 | $ 528,540 | $ (390,068) | $ (191) |
Balance, shares at Dec. 31, 2021 | 72,311 | ||||
Proceeds from exercise of stock options | 277 | $ 0 | 277 | 0 | 0 |
Proceeds from exercise of stock options, shares | 272 | ||||
Release of restricted stock units | 0 | $ 0 | 0 | 0 | 0 |
Release of restricted stock units, shares | 90 | ||||
Stock-based compensation | 8,962 | $ 0 | 8,962 | 0 | 0 |
Total other comprehensive loss | (613) | 0 | 0 | 0 | (613) |
Net loss | (37,037) | 0 | 0 | (37,037) | 0 |
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) | $ 0 | (219) | 0 | 0 |
Exercise of stock options, net of shares withheld for taxes | 208 | ||||
Release of restricted stock units | 0 | $ 0 | 0 | 0 | 0 |
Release of restricted stock units, shares | 248 | ||||
Issuance of common stock as consideration for an acquisition | 4,614 | $ 0 | 4,614 | 0 | 0 |
Issuance of common stock as consideration for an acquisition, shares | 259 | ||||
Stock-based compensation | 10,578 | $ 0 | 10,578 | 0 | 0 |
Total other comprehensive loss | (266) | 0 | 0 | 0 | (266) |
Net loss | (39,605) | 0 | 0 | (39,605) | 0 |
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 | $ 0 | 214 | 0 | 0 |
Exercise of stock options, net of shares withheld for taxes | 192 | ||||
Release of restricted stock units | 0 | $ 0 | 0 | 0 | 0 |
Release of restricted stock units, shares | 118 | ||||
Issuance of common stock as consideration for an acquisition | 91 | $ 0 | 91 | 0 | 0 |
Issuance of common stock as consideration for an acquisition, shares | 6 | ||||
Stock-based compensation | 10,646 | $ 0 | 10,646 | 0 | 0 |
Total other comprehensive loss | (539) | 0 | 0 | 0 | (539) |
Net loss | (30,297) | 0 | 0 | (30,297) | 0 |
Balance at Sep. 30, 2022 | 65,094 | $ 7 | 563,703 | (497,007) | (1,609) |
Balance, shares at Sep. 30, 2022 | 73,704 | ||||
Balance at Dec. 31, 2022 | 45,672 | $ 7 | 576,851 | (529,987) | (1,199) |
Balance, shares at Dec. 31, 2022 | 73,945 | ||||
Proceeds from exercise of stock options | 1,103 | $ 0 | 1,103 | 0 | 0 |
Proceeds from exercise of stock options, shares | 246 | ||||
Release of restricted stock units | (1,419) | $ 0 | (1,419) | 0 | 0 |
Release of restricted stock units, shares | 396 | ||||
Stock-based compensation | 10,487 | $ 0 | 10,487 | 0 | 0 |
Total other comprehensive loss | 717 | 0 | 0 | 0 | 717 |
Net loss | (22,120) | 0 | 0 | (22,120) | 0 |
Balance at Mar. 31, 2023 | 34,440 | $ 7 | 587,022 | (552,107) | (482) |
Balance, shares at Mar. 31, 2023 | 74,587 | ||||
Balance at Dec. 31, 2022 | $ 45,672 | $ 7 | 576,851 | (529,987) | (1,199) |
Balance, shares at Dec. 31, 2022 | 73,945 | ||||
Proceeds from exercise of stock options, shares | 924 | ||||
Net loss | $ (61,495) | ||||
Balance at Sep. 30, 2023 | 19,875 | $ 7 | 611,767 | (591,482) | (417) |
Balance, shares at Sep. 30, 2023 | 76,082 | ||||
Balance at Mar. 31, 2023 | 34,440 | $ 7 | 587,022 | (552,107) | (482) |
Balance, shares at Mar. 31, 2023 | 74,587 | ||||
Proceeds from exercise of stock options | 1,156 | $ 0 | 1,156 | 0 | 0 |
Proceeds from exercise of stock options, shares | 163 | ||||
Release of restricted stock units | (811) | $ 0 | (811) | 0 | 0 |
Release of restricted stock units, shares | 354 | ||||
Stock-based compensation | 11,290 | $ 0 | 11,290 | 0 | 0 |
Total other comprehensive loss | (90) | 0 | 0 | 0 | (90) |
Net loss | (19,065) | 0 | 0 | (19,065) | 0 |
Balance at Jun. 30, 2023 | 26,920 | $ 7 | 598,657 | (571,172) | (572) |
Balance, shares at Jun. 30, 2023 | 75,104 | ||||
Proceeds from exercise of stock options | 1,455 | $ 0 | 1,455 | 0 | 0 |
Proceeds from exercise of stock options, shares | 485 | ||||
Release of restricted stock units | (1,039) | $ 0 | (1,039) | 0 | 0 |
Release of restricted stock units, shares | 404 | ||||
Issuance of common stock as consideration for an acquisition | 921 | $ 0 | 921 | 0 | 0 |
Issuance of common stock as consideration for an acquisition, shares | 89 | ||||
Stock-based compensation | 11,773 | $ 0 | 11,773 | 0 | 0 |
Total other comprehensive loss | 155 | 0 | 0 | 0 | 155 |
Net loss | (20,310) | 0 | 0 | (20,310) | 0 |
Balance at Sep. 30, 2023 | $ 19,875 | $ 7 | $ 611,767 | $ (591,482) | $ (417) |
Balance, shares at Sep. 30, 2023 | 76,082 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||||
Net loss | $ (20,310) | $ (30,297) | $ (61,495) | $ (106,939) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 3,137 | 2,983 | 8,981 | 8,630 |
Amortization of discount on debt | 494 | 490 | 1,481 | 1,468 |
Stock-based compensation | 11,773 | 10,646 | 33,550 | 30,186 |
Provision for expected credit losses | (47) | 3,608 | 1,461 | 7,007 |
Other noncash expenses | 171 | 0 | 171 | 0 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | 401 | (5,764) | (1,359) | (15,265) |
Prepaid expenses | (2,087) | (4,961) | (5,571) | (3,951) |
Deferred commissions | (1,002) | (459) | (1,774) | (2,514) |
Accounts payable | (220) | 935 | (748) | (994) |
Accrued and other liabilities | (26,858) | (28,638) | (24,753) | (7,386) |
Deferred revenue | 3,119 | 653 | 12,534 | 3,094 |
Net cash used in operating activities | (31,429) | (50,804) | (37,522) | (86,664) |
Cash flows from investing activities: | ||||
Cash paid for acquisition | 0 | 0 | 0 | (696) |
Purchase of property and equipment | (1,055) | (720) | (3,135) | (4,206) |
Maturity of marketable securities | 83,135 | 22,050 | 206,207 | 64,650 |
Purchase of marketable securities | (55,681) | (90,614) | (189,075) | (169,887) |
Net cash provided by (used in) investing activities | 26,399 | (69,284) | 13,997 | (110,139) |
Cash flows from financing activities: | ||||
Proceeds from exercise of stock options | 1,455 | 172 | 3,700 | 64 |
Taxes paid related to net share settlement of stock options | (1,039) | 0 | (3,269) | 0 |
Proceeds from debt | 0 | 0 | 1,081 | 0 |
Repayment of debt | (131) | 0 | (131) | 0 |
Net cash provided by financing activities | 285 | 172 | 1,381 | 64 |
Net change in cash and cash equivalents and restricted cash | (4,745) | (119,916) | (22,144) | (196,739) |
Cash and cash equivalents and restricted cash, beginning of period | 75,631 | 221,881 | 93,030 | 298,704 |
Cash and cash equivalents and restricted cash, end of period | 70,886 | 101,965 | 70,886 | 101,965 |
Supplemental cash flow information: | ||||
Cash paid for interest | 442 | 431 | 873 | 903 |
Cash paid for taxes | 129 | 0 | 341 | 32 |
Noncash investing and financing activities: | ||||
Changes in capital additions, accrued but not paid | 224 | 2 | 224 | 107 |
Fair value of shares issued as consideration for acquisition | 921 | 6 | 921 | 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 | 69,779 | 100,609 | 69,779 | 100,609 |
Restricted cash | 1,107 | 1,356 | 1,107 | 1,356 |
Total cash, cash equivalents and restricted cash | $ 70,886 | $ 101,965 | $ 70,886 | $ 101,965 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net Income (Loss) | $ (20,310) | $ (19,065) | $ (22,120) | $ (30,297) | $ (39,605) | $ (37,037) | $ (61,495) | $ (106,939) |
Insider Trading Arrangements
Insider Trading Arrangements | 9 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Overview
Overview | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview | 1. Overview BigCommerce (the “Company”) is leading a new era of ecommerce. The Company’s software-as-a-service (“SaaS”) platform simplifies the creation of engaging online stores by delivering a unique combination of ease-of-use, enterprise functionality, and flexibility. The Company empowers both its customers’ branded ecommerce stores and their cross-channel connections to popular online marketplaces, social networks, and offline point-of-sale systems. The Company empowers businesses to turn digital transformation into a competitive advantage, and allows merchants to build their ecommerce solution their way with the flexibility to fit their unique business and product offerings. The Company provides 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 of the Company’s stores run on a single code base and share a global, multi-tenant architecture purpose built for security, high performance, and innovation. The Company’s platform serves stores in a wide variety of sizes, product categories, and purchase types, including business-to-consumer and business-to-business. The Company’s headquarters and principal place of business are in Austin, Texas. The Company was 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, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of significant accounting policies Basis of presentation The accompanying condensed 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 Securities and Exchange Commission (“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, 2022, which are included in the Company's Annual Report on Form 10-K, filed with the SEC on March 1, 2023. The results of operations for the three and nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any other period. In December 2022, the Company had a reduction in force event that eliminated certain positions and changed the reporting hierarchy and job responsibilities for certain people in its general and administrative function. This resulted in the expense related to these individuals being classified as sales and marketing expenses, when previously, they had been classified as general and administrative expense. Certain prior year amounts have been reclassified for consistency with the current year presentation. For the three and nine months ended September 30, 2022 , the Company reclassified $ 1.5 million and $ 4.7 million, respectively, from general and administrative expenses to sales and marketing expenses. Basis of consolidation The accompanying condensed consolidated financial statements include the Company’s accounts and the accounts of the Company’s wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. The Company's fiscal year ends on December 31. Use of estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires certain financial instruments to be recorded at fair value; requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting periods. Significant estimates, judgments, and assumptions in these consolidated financial statements include: allocating variable consideration for revenue recognition, constrained revenue; the amortization period for deferred commissions; the allowance for credit losses and a determination of the deferred tax asset valuation allowance. Because of the use of estimates inherent in financial reporting process actual results could differ and the differences could be material to the Company’s consolidated financial statements Accounting pronouncements There were no recently issued accounting pronouncements that had or are expected to have a material impact on the Company’ s consolidated financial statements. Segments The Company’s chief operating decision maker is the Company’s chief executive officer. The Company’s 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, the Company has determined that the Company operates as a single operating and reportable segment. Revenue Recognition Subscription solutions Subscription solutions revenue consists primarily of platform subscription fees from all plans. It also includes recurring professional services and sales of Secure Sockets Layer ( “ SSL ” ) certificates. Subscription solutions are charged monthly, quarterly, or annually for the Company’s customers to sell their products and process transactions on the Company’s platform. Subscription solutions are generally charged per online store and are based on the store’s subscription plan. Monthly subscription fees for Pro and Enterprise plans are adjusted if a customer’s gross merchandise volume or orders processed are above specified plan thresholds on a trailing twelve-month basis. For most subscription solutions arrangements, excluding enterprise subscription plans, the Company has determined the Company meets 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. During the second quarter of fiscal 2023, the Company adopted a new pricing structure that provided a discount to the contractual price for a period of time in lieu of promotional periods. Prior to this date, enterprise subscription plans included an upfront promotional period in order to incentivize the customer to enter into a subscription arrangement. In both of these scenarios, 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, the Company determines 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. 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.). The Company provides 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). Services are performed and fees are determined based on monthly usage and are billed in arrears. 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 the Company’s retail customers are generally month-to-month, while contracts with the Company’s enterprise customers generally range from one to three years . Contracts are typically non-cancelable and do not contain refund-type provisions. Revenue is presented net of sales tax and other taxes the Company collects on behalf of governmental authorities. Partner and services The Company’s partner and services revenue ( “PSR” ) includes revenue share, partner technology integrations, and marketing services provided to partners. Revenue share relates to fees earned by the Company’s partners from customers using the Company’s platform, where the Company has 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. Revenue 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. The Company also derives revenue from the sales of website themes and applications upon delivery. The Company recognizes revenue share from the sales of third-party applications, on a net basis as the Company has determined that the Company is the agent in the Company’s arrangements with third-party application providers. All other revenue is recognized on a gross basis, as the Company has determined the Company is 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. The Company’s subscription contracts are generally comprised of a single performance obligation to provide access to the Company’s 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, the Company may be required to allocate the contract’s transaction price to each performance obligation using the Company’s best estimate of SSP. Judgment is required to determine the SSP for each distinct performance obligation. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company has determined that its standard list price is its best approximation of SSP. Contracts with the Company’s technology solution partners may include multiple performance obligations, which can include integrations and marketing activities. In determining whether integration services are distinct from hosting services the Company considers various factors. These considerations included the level of integration, interdependency, and interrelation between the implementation and hosting service. The Company has concluded that the integration services included in contracts with hosting obligations are not distinct. As a result, the Company defers 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, the Company considers the nature of the promise in the contract, the timing of payment, and the partner expectations. Additional consideration for some partner contracts varies based on the level of customer activity on the platform. Certain agreements contain minimum guarantees of revenue share. These contracts are evaluated to determine if the guaranteed minimum is substantive. If the minimum is deemed substantive, revenue is recognized ratably over the life of the agreement, which results in a contract asset that is included in unbilled receivables. For most of the Company’s contracts, the Company has determined the variable consideration allocation exception has been met and therefore variable fees are recognized in the period they are earned. 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 the Company’s platform upon contract execution, and the Company has 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, the Company recognizes revenue in advance of invoicing, creating an unbilled receivable. In addition, some of the Company’s PSRs include substantive minimums where the consideration paid varies over the term of the contract and revenue is recognized ratably over the contract term. Accounts receivable are net of an allowance for credit losses, are not collateralized, and do not bear interest. Payment terms range from due immediately to due within 90 days . The accounts receivable balance at September 30, 2023 and December 31, 2022 included unbilled receivables of $ 16.4 million and $ 19.9 million, respectively. Unbilled receivables at September 30, 2023 and December 31, 2022 includes contract assets related to enterprise subscription solutions of $ 13.2 million and $ 15.7 million, and PSR customers of $ 3.2 million and $ 4.2 million, respectively. The Company assesses the collectability of outstanding accounts receivable on an ongoing basis and maintains 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. The Company analyzes both the invoiced accounts receivable portfolio and unbilled accounts receivable for significant risks, historical collection activity, and an estimate of future collectability to determine the amount that the Company will ultimately collect. This estimate is analyzed quarterly and adjusted as necessary. Identified risks pertaining to the Company’s 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, the Company’s assessment of the overall portfolio and general economic conditions. Identified risks pertaining to the Company’s subscription unbilled accounts receivable include customer type, customer activity on the Company’s platform, historical contract termination rates, and customer delinquency. The estimate of the amount of accounts receivable that may not be collected is based primarily on historical contract termination rates, customer delinquency rates and an assessment of the overall portfolio and general economic conditions. The identified risk related to the Company’s unbilled accounts related to its PSR business are current partner engagement and activity, the financial wherewithal of the partner, the partner’s future plans and the ability to execute on the plans, and their liquidity and overall financial position. The estimate of the amount of accounts receivable that may not be collected is based primarily on the specific evaluation of the partner based on current level of engagement with the Company, their overall financial position and general economic conditions. The allowance for credit losses consisted of the following: (in thousands) Balance at December 31, 2022 $ 9,995 Provision for expected credit losses 1,075 Accounts written off ( 1,476 ) Balance at March 31, 2023 $ 9,594 Provision for expected credit losses 433 Accounts written off ( 312 ) Balance at June 30, 2023 $ 9,715 Provision for expected credit losses ( 47 ) Accounts written off ( 1,736 ) Balance at September 30, 2023 $ 7,932 The decline in the provision for expected credit losses in the third quarter of 2023 was due to improved collections efforts on old accounts, along with an improved billing process which reduced the overall rate of delinquent accounts. Additionally, in the third quarter of 2023, certain balances pertaining to delinquent accounts were written off. These write-offs were fully reserved. |
Revenue Recognition and Deferre
Revenue Recognition and Deferred Costs | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition and Deferred Costs | 3. Revenue recognition and deferred costs Revenue recognition The Company’s source of revenue consists of subscription solutions fees and partner and services fees. These services allow customers to access the Company’s hosted software over the contract period. The customer is not allowed to take possession of the software or transfer the software. The Company’s revenue arrangements do not contain general rights of refund in the event of cancellations. The following table disaggregates revenue by major source: Three months ended September 30, Nine months ended September 30, (in thousands) 2023 2022 2023 2022 Subscription solutions $ 58,709 $ 53,231 $ 168,652 $ 152,503 Partner and services 19,336 19,160 56,593 54,141 Revenue $ 78,045 $ 72,391 $ 225,245 $ 206,644 Revenue by geographic region was as follows: Three months ended September 30, Nine months ended September 30, (in thousands) 2023 2022 2023 2022 Revenue: Americas – U.S. $ 60,019 $ 56,293 $ 172,374 $ 160,553 Americas – other 3,499 3,321 10,273 8,993 EMEA 8,631 7,000 25,263 20,086 APAC 5,896 5,777 17,335 17,012 Revenue $ 78,045 $ 72,391 $ 225,245 $ 206,644 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 infrastructure and platform; amortization expense associated with capitalized internal-use software; and allocation of overhead costs. Deferred revenue Deferred revenue primarily consists of amounts that have been billed to or received from customers in advance of performing the associated services . The Company recognizes revenue from deferred revenue when the services are performed, and the corresponding revenue recognition criteria are met. The Company recognized $ 1.7 million and $ 13.4 million of previ ously deferred revenue during the three and nine months ended September 30, 2023, respectively. The net increase in the deferred revenue balance for the nine months ended September 30, 2023 is primarily due to increases in in prepaid contracts. Amounts recognized from deferred revenue represent primarily revenue from the sale of subscription solutions, integration, and marketing services. As of September 30, 2023 , the Company had $ 157.2 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. The Company expects to recognize approximately 60 percent of the remaining performance obligations as revenue in the following 12 -month period, and the remaining balance in the periods thereafter. Deferred commissions Certain sales commissions earned by the Company’s sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions are not paid on subscription renewals. The Company amortizes deferred sales commissions ratably over the estimated period of its relationship with customers of approximately three years . Based on historical experience, the Company determined the average life of its customer relationship by taking into consideration customer contracts and the estimated technological life of the Company’s platform and related significant features. The Company includes amortization of deferred commissions in Sales and marketing expense in the condensed consolidated statements of operations. The Company periodically reviews 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. The Company did no t recognize an impairment of deferred commissions during the three and nine months ended September 30, 2023 and the year ended December 31, 2022. Sales com missions of $ 3.0 million and $ 7.3 million were deferred for the three and nine months ended September 30, 2023 , respectively; and $ 1.9 million and $ 6.4 million were deferred for the three and nine months ended September 30, 2022, respectively. Deferred commission amortization expense was $ 1.9 million and $ 5.2 million for the three and nine months ended September 30, 2023 , respectively; and $ 1.4 million an d $ 3.7 million for the three and nine months ended September 30, 2022 respectively. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Cash Equivalents and Marketable Securities | 4. Fair value measurements Financial instruments carried at fair value include cash and cash equivalents, restricted cash and marketable securities. The carrying amount of accounts receivable 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, the Company considers 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 the Company’s data. As of September 30, 2023 and December 31, 2022, marketable securities and debt consisted of the following: As of September 30, 2023 (in thousands) (Level 1) (Level 2) (Level 3) Total U.S. treasury securities $ 39,166 $ 0 $ 0 $ 39,166 Corporate securities 0 156,424 0 156,424 Total marketable securities $ 39,166 $ 156,424 $ 0 $ 195,590 As of December 31, 2022 (in thousands) (Level 1) (Level 2) (Level 3) Total U.S. treasury securities $ 72,577 $ 0 $ 0 $ 72,577 Corporate securities 0 139,364 0 139,364 Total marketable securities $ 72,577 $ 139,364 $ 0 $ 211,941 The contractual maturities of the investments classified as marketable securities were as follows: (in thousands) As of September 30, 2023 As of December 31, 2022 Due within 1 year $ 173,912 $ 200,111 Due in 1 year through 2 years 21,678 11,830 Total marketable securities $ 195,590 $ 211,941 The following tables summarize the estimated fair value of marketable securities. As of September 30, 2023 (in thousands) Amortized Gross Gross Estimated U.S. treasury securities $ 39,218 $ 0 $ ( 52 ) $ 39,166 Corporate securities 156,789 0 ( 365 ) $ 156,424 Total marketable securities $ 196,007 $ 0 $ ( 417 ) $ 195,590 As of December 31, 2022 (in thousands) Amortized Gross Gross Estimated U.S. treasury securities $ 73,208 $ 0 $ ( 631 ) $ 72,577 Corporate securities 139,932 0 ( 568 ) 139,364 Total marketable securities $ 213,140 $ 0 $ ( 1,199 ) $ 211,941 In September 2021, the Company issued $ 345.0 million aggregate pri ncipal amount of 0.25 percent convertible senior notes due 2026 (the “Notes”). The estimated fair value of the notes was approximately $ 272.1 mill ion as of September 30, 2023 . 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, 2023 | |
Business Combinations [Abstract] | |
Business Combinations | 5. Business combinations Fiscal 2022 Acquisition of Bundle B2B Inc. In April, 2022, the Company completed its acquisition of Bundle B2B Inc. (“Bundle”), a B2B ecommerce solution that provides advanced B2B functionality seamlessly with the Company’s platform. The total purchase price was approximately $ 7.7 million. The Company acquired Bundle because it is complementary to the Company’s core business and will allow the Company to expand the Company's product offerings to its 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 the Company’s 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 1 2 -months period from the acquisition date. Both the milestones were met by Bundle and the Company issued 87,865 shares of common stock in the fourth fiscal quarter of 2022 and 89,285 shares of common stock in the third fiscal quarter of 2023. 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 . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 and December 31, 2022. Intangible assets are amortized on a straight-line basis over the useful life. Intangible assets amortization was $ 2.0 million for each of the three months ended September 30, 2023 and 2022, and was $ 6.1 m illion for each of the nine months ended September 30, 2023 and 2022. Intangible assets consists of the following: (in thousands) September 30, 2023 December 31, 2022 Weighted average remaining useful life as of September 30, 2023 (in years) Gross amount Accumulated amortization Net carrying amount Gross amount Accumulated amortization Net carrying amount Developed technology $ 13,367 $ ( 7,322 ) $ 6,045 $ 13,367 $ ( 4,745 ) $ 8,622 1.8 Customer relationship 22,525 ( 8,723 ) 13,802 22,525 ( 5,734 ) 16,791 3.6 Tradename 2,470 ( 1,081 ) 1,389 2,470 ( 711 ) 1,759 2.8 Non-compete agreement 162 ( 118 ) 44 162 ( 78 ) 84 0.8 Other intangibles 485 ( 280 ) 204 485 ( 158 ) 327 1.3 Total intangible assets $ 39,009 $ ( 17,524 ) $ 21,484 $ 39,009 $ ( 11,426 ) $ 27,583 As of September 30, 2023, expected amortization expense for intangible assets was as follows: (in thousands) September 30, 2023 Remaining three months of 2023 $ 2,033 2024 7,997 2025 6,308 2026 3,429 2027 1,717 Thereafter 0 Total $ 21,484 |
Commitments, Contingencies, and
Commitments, Contingencies, and Leases | 9 Months Ended |
Sep. 30, 2023 | |
Commitments Contingencies And Leases [Abstract] | |
Commitments, Contingencies, and Leases | 7. Commitments, contingencies, and leases Legal Proceedings From time to time, the Company may become involved in legal proceedings arising in the ordinary course of its business. In general, the resolution of a legal matter could prevent the Company from offering its service to others, could be material to the Company's financial condition or cash flows, or both, or could otherwise adversely affect the Company's reputation and future operating results. In the ordinary course of business, the Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. The outcomes of legal proceedings and other contingencies are, however, inherently unpredictable and subject to significant uncertainties. The Company is not presently a party to any legal proceedings that, if determined adversely to the Company, would have a material adverse effect on the Company. Leases The Company leases certain facilities under operating lease agreements that expire at various dates through 2028 . Some of these arrangements contain renewal options and require the Company to pay taxes, insurance and maintenance costs. Renewal options were not included in the right-of-use asset and lease liability calculation. Operating expense relating to in-place leases was $ 0.7 million and $ 1.0 million for the three months ended September 30, 2023 and 2022, respectively, and was $ 2.1 mil lion and $ 3.0 million for the nine months ended September 30, 2023 and 2022, respectively. Supplemental lease i nformation Cash flow information (in thousands) Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Cash paid for operating lease liabilities $ 767 $ 911 $ 2,422 $ 2,894 Operating lease information Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Weighted-average remaining lease-term (years) 3.78 4.90 3.97 4.84 Weighted-average discount rate 5.38 % 5.42 % 5.38 % 5.42 % The future maturities of operating lease liabilities are as f ollows: (in thousands) September 30, 2023 Remaining three months of 2023 $ 768 2024 2,947 2025 2,775 2026 2,528 2027 2,133 Thereafter 718 Total minimum lease payments $ 11,869 Less imputed interest ( 1,244 ) Total lease liabilities $ 10,625 Restructuring charges The Company recognizes employee severance costs when payments are probable and amounts are estimable or when notification occurs, depending on whether the severance costs paid are part of the Company's general plan. Facilities costs related to contracts without future benefit or contract termination are recognized at the earlier of the contract termination or the cease-use dates. Other exit-related costs are recognized as incurred. In December 2022, the Company executed a plan to reduce its cost structure which included a reduction of Company workforce and office space (the “2022 Restructure”). The 2022 Restructure included workforce reduction initiatives which resulted in $ 3.6 million of severance and other compensation charges, $ 3.4 million of which was paid in the first quarter of 2023. Additionally, in the third quarter of 2023 the Company paid $ 0.3 million in connection with the 2022 Restructure. The Company has no accruals recorded as of September 30, 2023 related to the 2022 Restucture. The Company does not expect any more material charges under this plan. The 2022 Restructure also included the decision to cease using certain leased office space in Texas and to make such office space available for sublease in January 2023. As a result, in 2022, the Company evaluated the recoverability of right-of-use assets and determined the carrying values were not fully recoverable. The Company calculated the impairment by comparing the carrying amount of the asset group to its estimated fair value based on inputs derived from market prices for similar assets. As a result, the Company impaired $ 3.7 million in right-of-use assets and have recorded this amount in Restructuring Charges on the accompanying condensed consolidated statements of operations for the previous year ended December 31, 2022. The impairment charge represents the amount by which the carrying value exceeded the estimated fair value of the asset group. These charges were recorded within the operating expenses on the accompanying condensed consolidated statement of operations. In September 2023, the Company commenced a restructuring plan (the “2023 Restructure”) which includes a reduction of the Company’s workforce that is intended to advance the Company’s ongoing commitment to profitable growth. The actions associated with the employee restructuring under the 2023 Restructure are expected to be complete by the end of the Company’s fiscal 2024, subject to employee jurisdictions. The Company recorded approximately $ 5.5 million in expenses in connection with the 2023 Plan in the third quarter of fiscal year 2023, which consists of charges related to severance payments, employee benefits, and professional service and legal fees. These charges were recorded within the operating expenses on the accompanying condensed consolidated statement of operations. No cash payments were made in the third quarter of fiscal year 2023. The Company does not expect any more material charges under this plan. |
Other Liabilities
Other Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
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) 2023 2022 Sales tax payable $ 1,637 $ 1,887 Payroll and payroll related expenses 10,825 13,982 Acquisition related compensation 881 24,743 Restructuring related charges 5,498 2,918 Other 4,650 4,914 Other current liabilities $ 23,491 $ 48,444 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt 2021 Convertible Senior Notes In September 2021, the Company issued $ 345.0 million aggregate principal amount of 0.25 percent 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 the Company’s senior, unsecured obligations and accrue interest at a rate of 0.25 percent 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 percent) 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 percent) 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 the Company calls 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. As of September 30, 2023 and December 31, 2022, no conditions for the notes to convert have been called or met. The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. The initial conversion rate for the Notes is 13.68 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. The Company 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 the Company’s 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 the Company’s common stock exceeds 130 percent 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 the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends 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), the company 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 the Company sends 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 the Company 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, the Company recorded the Notes as a liability at face value. The effective interest rate for the Notes was 0.84 percent. 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, the Company 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 the Company’s common stock upon any conversion of the Notes and/or offset any cash payments the Company is 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 the Company’s 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 percent over the last reported sale prices of the Company’s 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 the Company’s 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 the Company’s common stock. The premiums paid for the Capped Call Transaction have been included as a net reduction to additional paid-in capital within stockholders’ equity. 2023 Term Debt In the second quarter of 2023, the Company entered into an agreement to finance a software license in the amount of $ 1.1 million. The borrowing is under this arrangement and the agreement bears interest at 4.4 percent. The principal amount will be paid in eight quarterly installments beginning on July 1, 2023. As of September 30, 2023, the Company had $ 0.8 million outstanding under this agreement. The net carrying amount of the Notes and Term Debt consists of the following: (in thousands) Date of Issuance Maturity Date Contractual Interest Rate Outstanding Principal as of September 30, 2023 Carrying Value as of September 30, 2023 Carrying Value as of December 31, 2022 2021 Convertible Senior Notes September 2021 10/1/2026 0.25 % $ 345,000 $ 338,977 $ 337,497 2023 Term Debt June 2023 7/1/2023 4.4 % 820 820 0 Total carrying value of debt $ 345,820 339,797 337,497 Less: current portion of debt ( 403 ) 0 Total noncurrent debt $ 339,394 $ 337,497 The total interest expense recognized related to the Convertible Notes and Term Debt consists of the following: Three months ended Nine months ended (in thousands) 2023 2022 2023 2022 Contractual interest expense $ 226 $ 215 $ 684 $ 652 Amortization of issuance costs 495 491 1,481 1,468 Total $ 721 $ 706 $ 2,165 $ 2,120 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
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | 10. Stockholders’ equity In 2020, the Company’s board of directors approved the 2020 Equity Incentive Plan, or 2020 Plan, under which stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units and other cash-based or stock-based awards may be granted to employees, consultants and directors. Shares of common stock that are issued and available for issuance under the 2020 Plan consist of authorized, but unissued or reacquired shares of common stock or any combination thereof. The Company has issued awards of stock options and restricted stock units under the 2020 Plan. The Company has issued awards of stock options and restricted stock units under the 2020 Plan. Stock Options Stock options generally vest and become exercisable over a service period of 4 years from the date of grant, subject to continued service. The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option pricing model using the assumptions described below in this table. Nine months ended September 30, Year ended December 31, 2023 2022 Weighted-average grant date fair value of options $ 6.56 $ 11.79 Risk-free interest rate 3.65 % - 4.30 % 1.82 % - 3.88 % Expected volatility 65.27 % - 66.57 % 63.07 % - 66.83 % Expected life in years 6.06 - 6.11 years 6.09 - 6.10 years The Company estimated its future stock price volatility considering both its observed option-implied volatilities and its peer historical volatility calculations. Management believes this is the best estimate of the expected volatility over the expected life of its stock options. The estimated life for the stock options is based on the weighted average of the remaining vesting term and the remaining contractual life of each award. The risk-free interest rate is based on the rate for a U.S. government security with the same estimated life at the time of the option grant. The estimated forfeiture rate applied is based on historical forfeiture rates. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in the option pricing model. Stock option activity for the nine months ended September 30, 2023 was as follows: (in thousands) Outstanding Weighted-Average Grant Date Fair Value Aggregate Intrinsic Value Balance as of December 31, 2022 5,725 $ 9.33 $ 23,331 Options granted under all plans 949 10.29 0 Exercised ( 924 ) 2.89 6,585 Plan shares expired or canceled ( 450 ) 20.83 248 Balance as of September 30, 2023 5,300 9.66 21,311 Vested and expected to vest 5,081 $ 9.47 $ 21,293 Exercisable as of September 30, 2023 3,721 $ 7.13 $ 21,140 Restricted Stock Units Restricted stock units, which upon vesting entitle the holder to one share of common stock for each restricted stock unit, generally vest over a service period of 4 years from the date of grant, subject to continued service. Restricted stock unit activity for the nine months ended September 30, 2023 was as follows: (in thousands) Outstanding Weighted-Average Grant Date Fair Value Aggregate Intrinsic Value Balance as of December 31, 2022 6,215 $ 23.53 $ 54,302 Granted – restricted stock units 2,530 9.82 24,835 Canceled ( 817 ) 23.42 7,478 Vested and converted to shares ( 1,428 ) 24.76 12,860 Balance as of September 30, 2023 6,500 17.94 64,152 Vested and expected to vest 5,374 $ 18.15 $ 53,043 The aggregate expected stock-based compensation expense remaining to be recognized as of September 30, 2023 is $ 90.3 million, which reflects outstanding stock awards that are vested and outstanding stock awards that are expected to vest. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income taxes The income tax expense for the three and nine months ended September 30, 2023 is based on the estimated annual effective tax rate for fiscal 2023. The Company’s 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. The Company’s provision for income taxes reflected an effective tax rate of ( 0.72 ) percent and ( 0.28 ) percent for the three months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2023 and 2022, the Company had an effective tax rate of ( 0.91 ) percent and ( 0.23 ) percent, respectively. For the three and nine months ended September 30, 2023 and 2022, the Company’s effective tax rate was lower than the U.S. federal statutory rate of 21 percent primarily due to the Company’s valuation allowance offsetting the benefits of losses. The Company’s current income tax expenses and benefits consist primarily of state current income tax expense, deferred income tax expense relating to the tax amortization of acquired goodwill and current income tax expense from foreign operations. The Company has provided a valuation allowance against most of the Company’s deferred tax assets as it believes the objective and verifiable evidence of the Company’s historical pretax net losses outweighs any positive evidence of forecasted future results. The Company will continue to monitor the positive and negative evidence, and will adjust the valuation allowance as sufficient objective positive evidence becomes available. As of September 30, 2023, the Company had approximately $ 0.4 million in uncertain tax positions representing no increase from the balance on December 31, 2022. Operating losses generated in years prior to 2018 remain open to adjustment until the statute of limitations closes for the tax year in which the net operating losses are utilized. Tax years 2018 through 2021 generally remain open to examination by the major taxing jurisdictions to which the Company is subject. The Company is currently not under audit by any taxing jurisdiction. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 12. Net loss per share Basic net loss per share is computed by dividing net loss by the number of shares of common stock outstanding for the period. Because the Company has reported a net loss for the three and nine months ended September 30, 2023, and 2022, the number of shares used to calculate diluted net loss per share is the same as the number of shares used to calculate basic net loss per share for the period presented because the potentially dilutive shares would have been antidilutive if included in the calculation. Three months ended September 30, Nine months ended September 30, (in thousands) 2023 2022 2023 2022 Numerator: Net Loss Per Share Available to Shareholders $ ( 20,310 ) $ ( 30,297 ) $ ( 61,495 ) $ ( 106,939 ) Denominator: Weighted average shares outstanding 75,387 73,508 74,778 73,027 Net Loss per Share $ ( 0.27 ) $ ( 0.41 ) $ ( 0.82 ) $ ( 1.46 ) The following potentially dilutive securities outstanding have been excluded from the computation of basic weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported: As of September 30, (in thousands) 2023 2022 Stock options outstanding 5,300 5,825 Restricted stock units 6,500 5,743 Acquisition related compensation 42 2,234 Convertible debt 4,719 4,719 Total potentially dilutive securities 16,561 18,521 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13 . Subsequent events In October 2023, the Company acquired all outstanding stock of Makeswift, Inc. (“Makeswift”), a leading visual editor for Next.js websites. The total estimated cash consideration for Makeswift was approximately $ 9.0 million which includes various working capital considerations and employee retention agreements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying condensed 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 Securities and Exchange Commission (“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, 2022, which are included in the Company's Annual Report on Form 10-K, filed with the SEC on March 1, 2023. The results of operations for the three and nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any other period. In December 2022, the Company had a reduction in force event that eliminated certain positions and changed the reporting hierarchy and job responsibilities for certain people in its general and administrative function. This resulted in the expense related to these individuals being classified as sales and marketing expenses, when previously, they had been classified as general and administrative expense. Certain prior year amounts have been reclassified for consistency with the current year presentation. For the three and nine months ended September 30, 2022 , the Company reclassified $ 1.5 million and $ 4.7 million, respectively, from general and administrative expenses to sales and marketing expenses. |
Basis of consolidation | Basis of consolidation The accompanying condensed consolidated financial statements include the Company’s accounts and the accounts of the Company’s wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. The Company's fiscal year ends on December 31. |
Use of estimates | Use of estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires certain financial instruments to be recorded at fair value; requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting periods. Significant estimates, judgments, and assumptions in these consolidated financial statements include: allocating variable consideration for revenue recognition, constrained revenue; the amortization period for deferred commissions; the allowance for credit losses and a determination of the deferred tax asset valuation allowance. Because of the use of estimates inherent in financial reporting process actual results could differ and the differences could be material to the Company’s consolidated financial statements |
Accounting pronouncements | Accounting pronouncements There were no recently issued accounting pronouncements that had or are expected to have a material impact on the Company’ s consolidated financial statements. |
Segments | Segments The Company’s chief operating decision maker is the Company’s chief executive officer. The Company’s 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, the Company has determined that the Company operates as a single operating and reportable segment. |
Revenue Recognition | Revenue Recognition Subscription solutions Subscription solutions revenue consists primarily of platform subscription fees from all plans. It also includes recurring professional services and sales of Secure Sockets Layer ( “ SSL ” ) certificates. Subscription solutions are charged monthly, quarterly, or annually for the Company’s customers to sell their products and process transactions on the Company’s platform. Subscription solutions are generally charged per online store and are based on the store’s subscription plan. Monthly subscription fees for Pro and Enterprise plans are adjusted if a customer’s gross merchandise volume or orders processed are above specified plan thresholds on a trailing twelve-month basis. For most subscription solutions arrangements, excluding enterprise subscription plans, the Company has determined the Company meets 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. During the second quarter of fiscal 2023, the Company adopted a new pricing structure that provided a discount to the contractual price for a period of time in lieu of promotional periods. Prior to this date, enterprise subscription plans included an upfront promotional period in order to incentivize the customer to enter into a subscription arrangement. In both of these scenarios, 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, the Company determines 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. 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.). The Company provides 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). Services are performed and fees are determined based on monthly usage and are billed in arrears. 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 the Company’s retail customers are generally month-to-month, while contracts with the Company’s enterprise customers generally range from one to three years . Contracts are typically non-cancelable and do not contain refund-type provisions. Revenue is presented net of sales tax and other taxes the Company collects on behalf of governmental authorities. Partner and services The Company’s partner and services revenue ( “PSR” ) includes revenue share, partner technology integrations, and marketing services provided to partners. Revenue share relates to fees earned by the Company’s partners from customers using the Company’s platform, where the Company has 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. Revenue 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. The Company also derives revenue from the sales of website themes and applications upon delivery. The Company recognizes revenue share from the sales of third-party applications, on a net basis as the Company has determined that the Company is the agent in the Company’s arrangements with third-party application providers. All other revenue is recognized on a gross basis, as the Company has determined the Company is 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. The Company’s subscription contracts are generally comprised of a single performance obligation to provide access to the Company’s 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, the Company may be required to allocate the contract’s transaction price to each performance obligation using the Company’s best estimate of SSP. Judgment is required to determine the SSP for each distinct performance obligation. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company has determined that its standard list price is its best approximation of SSP. Contracts with the Company’s technology solution partners may include multiple performance obligations, which can include integrations and marketing activities. In determining whether integration services are distinct from hosting services the Company considers various factors. These considerations included the level of integration, interdependency, and interrelation between the implementation and hosting service. The Company has concluded that the integration services included in contracts with hosting obligations are not distinct. As a result, the Company defers 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, the Company considers the nature of the promise in the contract, the timing of payment, and the partner expectations. Additional consideration for some partner contracts varies based on the level of customer activity on the platform. Certain agreements contain minimum guarantees of revenue share. These contracts are evaluated to determine if the guaranteed minimum is substantive. If the minimum is deemed substantive, revenue is recognized ratably over the life of the agreement, which results in a contract asset that is included in unbilled receivables. For most of the Company’s contracts, the Company has determined the variable consideration allocation exception has been met and therefore variable fees are recognized in the period they are earned. |
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 the Company’s platform upon contract execution, and the Company has 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, the Company recognizes revenue in advance of invoicing, creating an unbilled receivable. In addition, some of the Company’s PSRs include substantive minimums where the consideration paid varies over the term of the contract and revenue is recognized ratably over the contract term. Accounts receivable are net of an allowance for credit losses, are not collateralized, and do not bear interest. Payment terms range from due immediately to due within 90 days . The accounts receivable balance at September 30, 2023 and December 31, 2022 included unbilled receivables of $ 16.4 million and $ 19.9 million, respectively. Unbilled receivables at September 30, 2023 and December 31, 2022 includes contract assets related to enterprise subscription solutions of $ 13.2 million and $ 15.7 million, and PSR customers of $ 3.2 million and $ 4.2 million, respectively. The Company assesses the collectability of outstanding accounts receivable on an ongoing basis and maintains 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. The Company analyzes both the invoiced accounts receivable portfolio and unbilled accounts receivable for significant risks, historical collection activity, and an estimate of future collectability to determine the amount that the Company will ultimately collect. This estimate is analyzed quarterly and adjusted as necessary. Identified risks pertaining to the Company’s 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, the Company’s assessment of the overall portfolio and general economic conditions. Identified risks pertaining to the Company’s subscription unbilled accounts receivable include customer type, customer activity on the Company’s platform, historical contract termination rates, and customer delinquency. The estimate of the amount of accounts receivable that may not be collected is based primarily on historical contract termination rates, customer delinquency rates and an assessment of the overall portfolio and general economic conditions. The identified risk related to the Company’s unbilled accounts related to its PSR business are current partner engagement and activity, the financial wherewithal of the partner, the partner’s future plans and the ability to execute on the plans, and their liquidity and overall financial position. The estimate of the amount of accounts receivable that may not be collected is based primarily on the specific evaluation of the partner based on current level of engagement with the Company, their overall financial position and general economic conditions. The allowance for credit losses consisted of the following: (in thousands) Balance at December 31, 2022 $ 9,995 Provision for expected credit losses 1,075 Accounts written off ( 1,476 ) Balance at March 31, 2023 $ 9,594 Provision for expected credit losses 433 Accounts written off ( 312 ) Balance at June 30, 2023 $ 9,715 Provision for expected credit losses ( 47 ) Accounts written off ( 1,736 ) Balance at September 30, 2023 $ 7,932 The decline in the provision for expected credit losses in the third quarter of 2023 was due to improved collections efforts on old accounts, along with an improved billing process which reduced the overall rate of delinquent accounts. Additionally, in the third quarter of 2023, certain balances pertaining to delinquent accounts were written off. These write-offs were fully reserved. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Allowance for Credit Losses | The allowance for credit losses consisted of the following: (in thousands) Balance at December 31, 2022 $ 9,995 Provision for expected credit losses 1,075 Accounts written off ( 1,476 ) Balance at March 31, 2023 $ 9,594 Provision for expected credit losses 433 Accounts written off ( 312 ) Balance at June 30, 2023 $ 9,715 Provision for expected credit losses ( 47 ) Accounts written off ( 1,736 ) Balance at September 30, 2023 $ 7,932 |
Revenue Recognition and Defer_2
Revenue Recognition and Deferred Costs (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregate Revenue by Major Source | The following table disaggregates revenue by major source: Three months ended September 30, Nine months ended September 30, (in thousands) 2023 2022 2023 2022 Subscription solutions $ 58,709 $ 53,231 $ 168,652 $ 152,503 Partner and services 19,336 19,160 56,593 54,141 Revenue $ 78,045 $ 72,391 $ 225,245 $ 206,644 |
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) 2023 2022 2023 2022 Revenue: Americas – U.S. $ 60,019 $ 56,293 $ 172,374 $ 160,553 Americas – other 3,499 3,321 10,273 8,993 EMEA 8,631 7,000 25,263 20,086 APAC 5,896 5,777 17,335 17,012 Revenue $ 78,045 $ 72,391 $ 225,245 $ 206,644 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Marketable Securities and Debt | As of September 30, 2023 and December 31, 2022, marketable securities and debt consisted of the following: As of September 30, 2023 (in thousands) (Level 1) (Level 2) (Level 3) Total U.S. treasury securities $ 39,166 $ 0 $ 0 $ 39,166 Corporate securities 0 156,424 0 156,424 Total marketable securities $ 39,166 $ 156,424 $ 0 $ 195,590 As of December 31, 2022 (in thousands) (Level 1) (Level 2) (Level 3) Total U.S. treasury securities $ 72,577 $ 0 $ 0 $ 72,577 Corporate securities 0 139,364 0 139,364 Total marketable securities $ 72,577 $ 139,364 $ 0 $ 211,941 |
Schedule of Marketable Security Contractual Maturities | The contractual maturities of the investments classified as marketable securities were as follows: (in thousands) As of September 30, 2023 As of December 31, 2022 Due within 1 year $ 173,912 $ 200,111 Due in 1 year through 2 years 21,678 11,830 Total marketable securities $ 195,590 $ 211,941 |
Estimated Fair Value of Marketable Securities | The following tables summarize the estimated fair value of marketable securities. As of September 30, 2023 (in thousands) Amortized Gross Gross Estimated U.S. treasury securities $ 39,218 $ 0 $ ( 52 ) $ 39,166 Corporate securities 156,789 0 ( 365 ) $ 156,424 Total marketable securities $ 196,007 $ 0 $ ( 417 ) $ 195,590 As of December 31, 2022 (in thousands) Amortized Gross Gross Estimated U.S. treasury securities $ 73,208 $ 0 $ ( 631 ) $ 72,577 Corporate securities 139,932 0 ( 568 ) 139,364 Total marketable securities $ 213,140 $ 0 $ ( 1,199 ) $ 211,941 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consists of the following: (in thousands) September 30, 2023 December 31, 2022 Weighted average remaining useful life as of September 30, 2023 (in years) Gross amount Accumulated amortization Net carrying amount Gross amount Accumulated amortization Net carrying amount Developed technology $ 13,367 $ ( 7,322 ) $ 6,045 $ 13,367 $ ( 4,745 ) $ 8,622 1.8 Customer relationship 22,525 ( 8,723 ) 13,802 22,525 ( 5,734 ) 16,791 3.6 Tradename 2,470 ( 1,081 ) 1,389 2,470 ( 711 ) 1,759 2.8 Non-compete agreement 162 ( 118 ) 44 162 ( 78 ) 84 0.8 Other intangibles 485 ( 280 ) 204 485 ( 158 ) 327 1.3 Total intangible assets $ 39,009 $ ( 17,524 ) $ 21,484 $ 39,009 $ ( 11,426 ) $ 27,583 |
Schedule of Expected Amortization Expense for Intangible Assets | As of September 30, 2023, expected amortization expense for intangible assets was as follows: (in thousands) September 30, 2023 Remaining three months of 2023 $ 2,033 2024 7,997 2025 6,308 2026 3,429 2027 1,717 Thereafter 0 Total $ 21,484 |
Commitments, Contingencies, a_2
Commitments, Contingencies, and Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments Contingencies And Leases [Abstract] | |
Supplemental Lease Information | Supplemental lease i nformation Cash flow information (in thousands) Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Cash paid for operating lease liabilities $ 767 $ 911 $ 2,422 $ 2,894 Operating lease information Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Weighted-average remaining lease-term (years) 3.78 4.90 3.97 4.84 Weighted-average discount rate 5.38 % 5.42 % 5.38 % 5.42 % |
Schedule of Future Maturities of Operating Lease Liabilities | The future maturities of operating lease liabilities are as f ollows: (in thousands) September 30, 2023 Remaining three months of 2023 $ 768 2024 2,947 2025 2,775 2026 2,528 2027 2,133 Thereafter 718 Total minimum lease payments $ 11,869 Less imputed interest ( 1,244 ) Total lease liabilities $ 10,625 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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) 2023 2022 Sales tax payable $ 1,637 $ 1,887 Payroll and payroll related expenses 10,825 13,982 Acquisition related compensation 881 24,743 Restructuring related charges 5,498 2,918 Other 4,650 4,914 Other current liabilities $ 23,491 $ 48,444 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Net Carrying Amount of Notes and Term Debt | The net carrying amount of the Notes and Term Debt consists of the following: (in thousands) Date of Issuance Maturity Date Contractual Interest Rate Outstanding Principal as of September 30, 2023 Carrying Value as of September 30, 2023 Carrying Value as of December 31, 2022 2021 Convertible Senior Notes September 2021 10/1/2026 0.25 % $ 345,000 $ 338,977 $ 337,497 2023 Term Debt June 2023 7/1/2023 4.4 % 820 820 0 Total carrying value of debt $ 345,820 339,797 337,497 Less: current portion of debt ( 403 ) 0 Total noncurrent debt $ 339,394 $ 337,497 |
Summary of Total Interest Expense Recognized Related to Notes and Term Debt | The total interest expense recognized related to the Convertible Notes and Term Debt consists of the following: Three months ended Nine months ended (in thousands) 2023 2022 2023 2022 Contractual interest expense $ 226 $ 215 $ 684 $ 652 Amortization of issuance costs 495 491 1,481 1,468 Total $ 721 $ 706 $ 2,165 $ 2,120 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Summary of Stock Options Valuation Assumptions | The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option pricing model using the assumptions described below in this table. Nine months ended September 30, Year ended December 31, 2023 2022 Weighted-average grant date fair value of options $ 6.56 $ 11.79 Risk-free interest rate 3.65 % - 4.30 % 1.82 % - 3.88 % Expected volatility 65.27 % - 66.57 % 63.07 % - 66.83 % Expected life in years 6.06 - 6.11 years 6.09 - 6.10 years |
Summary of Changes in Stock Options Activity | Stock option activity for the nine months ended September 30, 2023 was as follows: (in thousands) Outstanding Weighted-Average Grant Date Fair Value Aggregate Intrinsic Value Balance as of December 31, 2022 5,725 $ 9.33 $ 23,331 Options granted under all plans 949 10.29 0 Exercised ( 924 ) 2.89 6,585 Plan shares expired or canceled ( 450 ) 20.83 248 Balance as of September 30, 2023 5,300 9.66 21,311 Vested and expected to vest 5,081 $ 9.47 $ 21,293 Exercisable as of September 30, 2023 3,721 $ 7.13 $ 21,140 |
Summary of RSU Table | Restricted stock unit activity for the nine months ended September 30, 2023 was as follows: (in thousands) Outstanding Weighted-Average Grant Date Fair Value Aggregate Intrinsic Value Balance as of December 31, 2022 6,215 $ 23.53 $ 54,302 Granted – restricted stock units 2,530 9.82 24,835 Canceled ( 817 ) 23.42 7,478 Vested and converted to shares ( 1,428 ) 24.76 12,860 Balance as of September 30, 2023 6,500 17.94 64,152 Vested and expected to vest 5,374 $ 18.15 $ 53,043 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Basic and Diluted | Three months ended September 30, Nine months ended September 30, (in thousands) 2023 2022 2023 2022 Numerator: Net Loss Per Share Available to Shareholders $ ( 20,310 ) $ ( 30,297 ) $ ( 61,495 ) $ ( 106,939 ) Denominator: Weighted average shares outstanding 75,387 73,508 74,778 73,027 Net Loss per Share $ ( 0.27 ) $ ( 0.41 ) $ ( 0.82 ) $ ( 1.46 ) |
Schedule of Antidilutive Securities Outstanding Excluded from Computation of Basic Weighted-Average Shares Outstanding | The following potentially dilutive securities outstanding have been excluded from the computation of basic weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported: As of September 30, (in thousands) 2023 2022 Stock options outstanding 5,300 5,825 Restricted stock units 6,500 5,743 Acquisition related compensation 42 2,234 Convertible debt 4,719 4,719 Total potentially dilutive securities 16,561 18,521 |
Overview - Additional Informati
Overview - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Entity incorporation date | Feb. 28, 2013 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | ||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Accounts receivable including unbilled receivables | $ 16,400 | $ 16,400 | $ 19,900 | |||
Sales and marketing | [1] | 36,253 | $ 35,973 | 105,898 | $ 105,645 | |
Revision of Prior Period, Reclassification, Adjustment | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Sales and marketing | $ 1,500 | $ 4,700 | ||||
Subscription Solutions | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Unbilled receivables including contract assets | 13,200 | 13,200 | 15,700 | |||
PSR Customers | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Unbilled receivables including contract assets | $ 3,200 | $ 3,200 | $ 4,200 | |||
Minimum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Account receivable payment terms | due immediately | |||||
Minimum | Subscription Solutions | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Contract with customer period | 1 year | |||||
Maximum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Account receivable payment terms | due within 90 days | |||||
Maximum | Subscription Solutions | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Contract with customer period | 3 years | |||||
[1] Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Cost of revenue $ 1,323 $ 1,091 $ 3,802 $ 2,946 Sales and marketing 3,626 3,254 10,059 9,795 Research and development 4,124 3,144 11,570 8,749 General and administrative 3,028 3,296 8,680 9,337 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Allowance for Credit Loss [Abstract] | ||||||
Beginning Balance | $ 9,715 | $ 9,594 | $ 9,995 | $ 9,995 | ||
Provision for expected credit losses | (47) | 433 | 1,075 | $ 3,608 | 1,461 | $ 7,007 |
Accounts written off | (1,736) | (312) | (1,476) | |||
Ending Balance | $ 7,932 | $ 9,715 | $ 9,594 | $ 7,932 |
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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 78,045 | $ 72,391 | $ 225,245 | $ 206,644 |
Subscription Solutions | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 58,709 | 53,231 | 168,652 | 152,503 |
Partner and Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 19,336 | $ 19,160 | $ 56,593 | $ 54,141 |
Revenue Recognition and Defer_4
Revenue Recognition and Deferred Costs - Schedule of Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 78,045 | $ 72,391 | $ 225,245 | $ 206,644 |
Americas US | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 60,019 | 56,293 | 172,374 | 160,553 |
Americas other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,499 | 3,321 | 10,273 | 8,993 |
EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 8,631 | 7,000 | 25,263 | 20,086 |
APAC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 5,896 | $ 5,777 | $ 17,335 | $ 17,012 |
Revenue Recognition and Defer_5
Revenue Recognition and Deferred Costs - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Disaggregation Of Revenue [Line Items] | |||||
Recognized previously deferred revenue | $ 1,700,000 | $ 13,400,000 | |||
Amortization of deferred sales commissions estimated period | 3 years | ||||
Impairment of deferred commissions | 0 | $ 0 | $ 0 | ||
Deferred sales commissions | 3,000,000 | $ 1,900,000 | 7,300,000 | $ 6,400,000 | |
Deferred commission amortization expense | $ 1,900,000 | $ 1,400,000 | $ 5,200,000 | $ 3,700,000 | |
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_6
Revenue Recognition and Deferred Costs - Additional Information (Details 1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-10-01 $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining performance obligations | $ 157.2 |
Remaining performance obligations, percentage | 60% |
Remaining performance obligations, satisfaction period | 12 months |
Revenue, expected recognition period, explanation | The Company expects to recognize approximately 60 percent of the remaining performance obligations as revenue in the following 12-month period, and the remaining balance in the periods thereafter. |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Marketable Securities and Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total marketable securities | $ 195,590 | $ 211,941 |
U.S Treasury Securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total marketable securities | 39,166 | 72,577 |
Corporate securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total marketable securities | 156,424 | 139,364 |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total marketable securities | 39,166 | 72,577 |
Level 1 | U.S Treasury Securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total marketable securities | 39,166 | 72,577 |
Level 1 | Corporate securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total marketable securities | 0 | 0 |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total marketable securities | 156,424 | 139,364 |
Level 2 | U.S Treasury Securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total marketable securities | 0 | 0 |
Level 2 | Corporate securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total marketable securities | 156,424 | 139,364 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total marketable securities | 0 | 0 |
Level 3 | U.S Treasury Securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total marketable securities | 0 | 0 |
Level 3 | Corporate securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total marketable securities | $ 0 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Marketable Security Contractual Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Due within 1 year | $ 173,912 | $ 200,111 |
Due in 1 year through 2 years | 21,678 | 11,830 |
Total marketable securities | $ 195,590 | $ 211,941 |
Fair Value Measurements - Summa
Fair Value Measurements - Summarize the Estimated Fair Value of Marketable Securities and Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | $ 196,007 | $ 213,140 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (417) | (1,199) |
Total marketable securities | 195,590 | 211,941 |
U.S Treasury Securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 39,218 | 73,208 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (52) | (631) |
Total marketable securities | 39,166 | 72,577 |
Corporate securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 156,789 | 139,932 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (365) | (568) |
Total marketable securities | $ 156,424 | $ 139,364 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - 0.25% Senior Notes Due 2026 - USD ($) $ in Millions | Sep. 30, 2023 | 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 | $ 272.1 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | ||||||
Payments to acquire businesses, gross | $ 0 | $ 0 | $ 0 | $ 696 | ||
Bundle | ||||||
Business Acquisition [Line Items] | ||||||
Total estimated cash consideration | $ 7,700 | |||||
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 | |||||
Shares issued for satisfying contingent consideration subject to milestones achieved | 89,285 | 87,865 | ||||
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 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Impairment of goodwill | $ 0 | $ 0 | ||||
Amortization of intangible assets | [1] | $ 2,033,000 | $ 2,016,000 | $ 6,099,000 | $ 6,062,000 | |
[1] Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Cost of revenue $ 1,323 $ 1,091 $ 3,802 $ 2,946 Sales and marketing 3,626 3,254 10,059 9,795 Research and development 4,124 3,144 11,570 8,749 General and administrative 3,028 3,296 8,680 9,337 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 39,009 | $ 39,009 |
Accumulated amortization | (17,524) | (11,426) |
Net carrying amount | 21,484 | 27,583 |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | 13,367 | 13,367 |
Accumulated amortization | (7,322) | (4,745) |
Net carrying amount | $ 6,045 | 8,622 |
Definite-lived intangible, weighted average remaining useful life | 1 year 9 months 18 days | |
Customer Relationship | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 22,525 | 22,525 |
Accumulated amortization | (8,723) | (5,734) |
Net carrying amount | $ 13,802 | 16,791 |
Definite-lived intangible, weighted average remaining useful life | 3 years 7 months 6 days | |
Tradename | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 2,470 | 2,470 |
Accumulated amortization | (1,081) | (711) |
Net carrying amount | $ 1,389 | 1,759 |
Definite-lived intangible, weighted average remaining useful life | 2 years 9 months 18 days | |
Non-compete Agreement | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 162 | 162 |
Accumulated amortization | (118) | (78) |
Net carrying amount | $ 44 | 84 |
Definite-lived intangible, weighted average remaining useful life | 9 months 18 days | |
Other Intangible Assets | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 485 | 485 |
Accumulated amortization | (280) | (158) |
Net carrying amount | $ 204 | $ 327 |
Definite-lived intangible, weighted average remaining useful life | 1 year 3 months 18 days |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Expected Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remaining three months of 2023 | $ 2,033 | |
2024 | 7,997 | |
2025 | 6,308 | |
2026 | 3,429 | |
2027 | 1,717 | |
Thereafter | 0 | |
Net carrying amount | $ 21,484 | $ 27,583 |
Commitment, Contingencies, and
Commitment, Contingencies, and Leases - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Commitments Contingencies And Leases [Line Items] | |||||
Operating lease, expiration year | 2028 | ||||
Leases operating expense relates to in-place | $ 700,000 | $ 1,000,000 | $ 2,100,000 | $ 3,000,000 | |
2022 Restructure | |||||
Commitments Contingencies And Leases [Line Items] | |||||
Severance and other compensation charges | 3,600,000 | ||||
Severance and other compensation charges paid | 300,000 | $ 3,400,000 | |||
2023 Restructure | |||||
Commitments Contingencies And Leases [Line Items] | |||||
Severance and other compensation charges paid | 0 | ||||
Restructuring expenses | $ 5,500,000 | ||||
Restructuring Charges | 2022 Restructure | |||||
Commitments Contingencies And Leases [Line Items] | |||||
Impaired on right-of-use assets | $ 3,700,000 |
Commitment, Contingencies, an_2
Commitment, Contingencies, and Leases - Schedule of Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Commitments Contingencies And Leases [Abstract] | ||||
Cash paid for operating lease liabilities | $ 767 | $ 911 | $ 2,422 | $ 2,894 |
Commitment, Contingencies, an_3
Commitment, Contingencies, and Leases - Schedule of Operating Lease Information (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Commitments Contingencies And Leases [Abstract] | ||||
Weighted-average remaining lease-term (years) | 3 years 9 months 10 days | 4 years 10 months 24 days | 3 years 11 months 19 days | 4 years 10 months 2 days |
Weighted-average discount rate | 5.38% | 5.42% | 5.38% | 5.42% |
Commitment, Contingencies, an_4
Commitment, Contingencies, and Leases - Schedule of Future Maturities of Operating Lease Liabilities (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Commitments Contingencies And Leases [Abstract] | |
Remaining three months of 2023 | $ 768 |
2024 | 2,947 |
2025 | 2,775 |
2026 | 2,528 |
2027 | 2,133 |
Thereafter | 718 |
Total minimum lease payments | 11,869 |
Less imputed interest | (1,244) |
Total lease liabilities | $ 10,625 |
Other Liabilities - Components
Other Liabilities - Components of Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Sales tax payable | $ 1,637 | $ 1,887 |
Payroll and payroll related expenses | 10,825 | 13,982 |
Acquisition related compensation | 881 | 24,743 |
Restructuring related charges | 5,498 | 2,918 |
Other | 4,650 | 4,914 |
Other current liabilities | $ 23,491 | $ 48,444 |
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, 2023 USD ($) | |
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | $ 345,820,000 | ||
0.25% Convertible Senior Notes Due 2026 | |||
Debt Instrument [Line Items] | |||
Debt principal amount | $ 345,000,000 | ||
Contractual Interest Rate | 0.25% | ||
Net proceeds from sale of convertible senior notes | $ 335,000,000 | ||
Debt instrument, frequency of periodic payment | semi-annually | ||
Debt instrument, payment terms | semi-annually in arrears on April 1 and October 1 of each year | ||
Maturity Date | Oct. 01, 2026 | ||
Debt instrument, convertible trading days | Days | 20 | ||
Debt instrument, convertible consecutive trading days | Days | 30 | ||
Principal amount of each convertible note | $ 1,000 | ||
Conversion of debt to shares | shares | 13.68 | ||
Debt instrument, principal amount converted | $ 1,000 | ||
Debt instrument, initial conversion price | $ / shares | $ 73.11 | ||
Debt instrument, effective interest rate | 0.84% | ||
Transaction costs attributable to issuance of notes | $ 10,000,000 | ||
0.25% Convertible Senior Notes Due 2026 | 2021 Capped Call Transactions | |||
Debt Instrument [Line Items] | |||
Net proceeds from notes used for capped call transactions | $ 35,600,000 | ||
Initial cap price of capped call transactions | $ / shares | 106.34 | ||
Percentage of premium of cap price over last reported sale price per common share | 100% | ||
Sale price of common stock per share | $ / shares | $ 53.17 | ||
0.25% Convertible Senior Notes Due 2026 | Minimum | |||
Debt Instrument [Line Items] | |||
Debt principal amount | $ 150,000,000 | ||
0.25% Convertible Senior Notes Due 2026 | Minimum | 20 Trading Days Period | |||
Debt Instrument [Line Items] | |||
Debt instrument, conversion price percentage | 130% | ||
0.25% Convertible Senior Notes Due 2026 | Maximum | 10 Trading Days Period | |||
Debt Instrument [Line Items] | |||
Debt instrument, conversion price percentage | 98% | ||
2023 Term Debt | |||
Debt Instrument [Line Items] | |||
Contractual Interest Rate | 4.40% | ||
Debt instrument, outstanding amount | $ 820,000 | ||
Maturity Date | Jul. 01, 2023 | ||
2023 Term Debt | Software license | |||
Debt Instrument [Line Items] | |||
Debt principal amount | $ 1,100,000 | ||
Contractual Interest Rate | 4.40% | ||
Debt instrument, outstanding amount | $ 800,000 | ||
Debt instrument, payment terms | The principal amount will be paid in eight quarterly installments beginning on July 1, 2023. |
Debt - Summary of Net Carrying
Debt - Summary of Net Carrying Amount of Notes and Term Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | $ 345,820 | |
Total carrying value | 339,797 | $ 337,497 |
Less: current portion of debt | (403) | 0 |
Total noncurrent debt | $ 339,394 | 337,497 |
2021 Convertible Senior Notes | ||
Debt Instrument [Line Items] | ||
Date of Issuance | 2021-09 | |
Maturity Date | Oct. 01, 2026 | |
Contractual Interest Rate | 0.25% | |
Debt instrument, outstanding amount | $ 345,000 | |
Total carrying value | $ 338,977 | 337,497 |
2023 Term Debt | ||
Debt Instrument [Line Items] | ||
Date of Issuance | 2023-06 | |
Maturity Date | Jul. 01, 2023 | |
Contractual Interest Rate | 4.40% | |
Debt instrument, outstanding amount | $ 820 | |
Total carrying value | $ 820 | $ 0 |
Debt - Summary of Total Interes
Debt - Summary of Total Interest Expense Recognized Related to Notes and Term Debt (Details) - 0.25% Convertible Senior Notes Due 2026 and 2023 Term Debt - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 226 | $ 215 | $ 684 | $ 652 |
Amortization of issuance costs | 495 | 491 | 1,481 | 1,468 |
Total | $ 721 | $ 706 | $ 2,165 | $ 2,120 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) shares in Thousands, $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) shares | |
Class Of Stock [Line Items] | |
Fair value assumptions, expected dividend yield | 0% |
Stock options granted | shares | 949 |
Aggregate stock-based compensation yet to be recognized | $ | $ 90.3 |
Restricted Stock Units | |
Class Of Stock [Line Items] | |
Weighted-average requisite service period | 4 years |
Stock Option | |
Class Of Stock [Line Items] | |
Weighted-average requisite service period | 4 years |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Options Valuation Assumptions (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted-average grant date fair value of options | $ 6.56 | $ 11.79 |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value assumptions, risk-free interest rate | 3.65% | 1.82% |
Fair value assumptions, expected volatility rate | 65.27% | 63.07% |
Expected life in years | 6 years 21 days | 6 years 1 month 2 days |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value assumptions, risk-free interest rate | 4.30% | 3.88% |
Fair value assumptions, expected volatility rate | 66.57% | 66.83% |
Expected life in years | 6 years 1 month 9 days | 6 years 1 month 6 days |
Stockholders Equity - Summary o
Stockholders Equity - Summary of Changes in Stock Options Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Option outstanding at beginning of period (in shares) | 5,725 |
Option outstanding, options granted under all plans (in shares) | 949 |
Option outstanding, exercised (in shares) | (924) |
Option outstanding, Plan shares expired or canceled (in shares) | (450) |
Options outstanding at ending of period (in shares) | 5,300 |
Options outstanding, vested and expected to vest | 5,081 |
Outstanding Stock Options, Exercisable (in shares) | 3,721 |
Weighted average grant date fair value at beginning of period (in dollars per share) | $ 9.33 |
Weighted average grant date fair value, options granted under all plans (in dollars per share) | 10.29 |
Weighted average grant date fair value, exercised (in dollars per share) | 2.89 |
Weighted average grant date fair value, plan shares expired or canceled (in dollars per share) | 20.83 |
Weighted average grant date fair value at end of period (in dollars per share) | 9.66 |
Weighted average grant date fair value, vested and expected to vest (in dollars per share) | 9.47 |
Weighted average grant date fair value, exercisable (in dollars per share) | $ 7.13 |
Aggregate intrinsic value, options outstanding, Beginning balance | $ 23,331 |
Aggregate intrinsic value, options outstanding, options granted under all plans | 0 |
Aggregate intrinsic value, options outstanding, exercised | 6,585 |
Aggregate intrinsic value, options outstanding, plan shares expired or canceled | 248 |
Aggregate intrinsic value, options outstanding, Ending balance | 21,311 |
Aggregate intrinsic value, vested and expected to vest | 21,293 |
Aggregate intrinsic value, vested | $ 21,140 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of RSU Table (Details) - Restricted stock units $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Class Of Stock [Line Items] | |
Beginning Balance (in shares) | shares | 6,215 |
Granted (in shares) | shares | 2,530 |
Canceled (in shares) | shares | (817) |
Vested and converted to shares (in shares) | shares | (1,428) |
Ending balance (in shares) | shares | 6,500 |
Vested and expected to vest (in shares) | shares | 5,374 |
Weighted average grant date fair value, beginning balance | $ / shares | $ 23.53 |
Weighted average grant date fair value, granted | $ / shares | 9.82 |
Weighted average grant date fair value, canceled | $ / shares | 23.42 |
Weighted average grant date fair value, vested and converted to shares | $ / shares | 24.76 |
Weighted average grant date fair value, ending balance | $ / shares | 17.94 |
Weighted average grant date fair value, vested and expected to vest | $ / shares | $ 18.15 |
Aggregate Intrinsic Value, Beginning value | $ | $ 54,302 |
Aggregate Intrinsic Value, granted | $ | 24,835 |
Aggregate Intrinsic Value, canceled | $ | 7,478 |
Aggregate Intrinsic Value, Vested and converted to shares | $ | 12,860 |
Aggregate Intrinsic Value, Ending balance | $ | 64,152 |
Aggregate Intrinsic Value, vested and expected to vest | $ | $ 53,043 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | (0.72%) | (0.28%) | (0.91%) | (0.23%) |
U.S. statutory tax rate | 21% | 21% | 21% | 21% |
Unrecognized Tax Benefits | $ 0.4 | $ 0.4 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||||||
Net Income (Loss) | $ (20,310) | $ (19,065) | $ (22,120) | $ (30,297) | $ (39,605) | $ (37,037) | $ (61,495) | $ (106,939) |
Weighted average shares outstanding, Basic | 75,387 | 73,508 | 74,778 | 73,027 | ||||
Weighted average shares outstanding, Diluted | 75,387 | 73,508 | 74,778 | 73,027 | ||||
Net Loss per Share, Basic | $ (0.27) | $ (0.41) | $ (0.82) | $ (1.46) | ||||
Net Loss per Share, Diluted | $ (0.27) | $ (0.41) | $ (0.82) | $ (1.46) |
Net Loss per Share - Schedule_2
Net Loss per Share - Schedule of Antidilutive Securities Outstanding Excluded from Computation of Basic Weighted-Average Shares Outstanding (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities outstanding excluded from computation of basic weighted-average shares outstanding | 16,561 | 18,521 |
Stock Options Outstanding | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities outstanding excluded from computation of basic weighted-average shares outstanding | 5,300 | 5,825 |
Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities outstanding excluded from computation of basic weighted-average shares outstanding | 6,500 | 5,743 |
Acquisition Related Compensation | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities outstanding excluded from computation of basic weighted-average shares outstanding | 42 | 2,234 |
Convertible Debt | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities outstanding excluded from computation of basic weighted-average shares outstanding | 4,719 | 4,719 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ in Millions | 1 Months Ended |
Oct. 31, 2023 USD ($) | |
Makeswift Inc. | Subsequent Event | |
Subsequent Event [Line Items] | |
Total estimated cash consideration | $ 9 |