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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 20, 2025

 

BigCommerce Holdings, Inc.

(Exact name of registrant as specified in charter)

Delaware

 

001-39423

 

46-2707656

(State or Other Jurisdiction of

 Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification

 Number)

 

11305 Four Points Drive

Building II, Suite 100

Austin, Texas 78726

(Address of principal executive offices, including zip code)

(512) 865-4500

(Registrant’s telephone number, including area code)

Not Applicable

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

 

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

□Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Series 1 Common Stock, $ 0.0001 par value per share

BIGC

The Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

□ Emerging growth company

 

 


 

Item 2.02 Results of Operations and Financial Condition.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □ On February 20, 2025, BigCommerce Holdings, Inc. (the “Company”) issued a press release announcing financial results for its fiscal quarter and fiscal year ended December 31, 2024. The press release contains forward-looking statements regarding the Company, and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated. A copy of the press release issued February 20, 2025 is furnished herewith as Exhibit 99.1.

 

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

 

 

 

 

 

 


 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

Description

99.1

Press Release issued by BigCommerce Holdings, Inc. dated February 20, 2025.

104

 Cover page interactive data file (embedded within the inline XBRL document).

 

 


 

SIGNATURES

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

 

BigCommerce Holdings, Inc.

Date: February 20, 2025

By:

/s/ Hubert Ban

 

 

Hubert Ban

 

 

Senior Vice President

(Principal Accounting Officer)

 

 

 


EX-99.1 2 bigc-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

BigCommerce Announces Fourth Quarter and Fiscal Year 2024 Financial Results

 

Full-Year Total Revenue of $332.9 Million, an Increase of 8% Versus Prior Year. Total ARR of $349.6 Million, an Increase of 4% Versus Prior Year. Enterprise ARR of $261.6 Million, an Increase of 7% Versus Prior Year. Full-Year Operating Cash Flow of $26.3M
 

AUSTIN, Texas – February 20, 2025 – BigCommerce Holdings, Inc. (“BigCommerce” or the “Company”) (Nasdaq: BIGC), a leading provider of open, composable commerce solutions for B2C and B2B brands and retailers, today announced financial results for its fourth quarter and fiscal year ended December 31, 2024.

 

“Over the last several months, we have focused on executing our go-to-market transformation, aligning our strategy, structure and messaging to reflect the full power of BigCommerce,” said Travis Hess, CEO of BigCommerce. “Transformations like this are not easy, and I am encouraged by the progress, feedback and traction we are seeing, and I am energized by the path ahead. I took on this role because of my belief in what BigCommerce is today and, more importantly, where we can take commerce into the future as a leader in modern commerce with a differentiated approach, a world-class team and an immense market opportunity.”

 

 

Fourth Quarter Financial Highlights:

Total revenue was $87.0 million, up 3% compared to the fourth quarter of 2023.
Total annual revenue run-rate ("ARR") as of December 31, 2024 was $349.6 million, up 4% compared to December 31, 2023.
Subscription solutions revenue was $62.3 million, up 3% compared to the fourth quarter of 2023.
ARR from accounts with at least one enterprise plan (collectively, "Enterprise Accounts") was $261.6 million as of December 31, 2024, up 7% from December 31, 2023.
ARR from Enterprise Accounts as a percent of total ARR was 75% as of December 31, 2024, compared to 73% as of December 31, 2023.
GAAP gross margin was 78%, compared to 77% in the fourth quarter of 2023. Non-GAAP gross margin was 78%, compared to 79% in the fourth quarter of 2023.

 

 

Other Key Business Metrics

Number of enterprise accounts was 5,884, down 2% compared to the fourth quarter of 2023.
Average revenue per account (ARPA) of enterprise accounts was $44,458 up 9% compared to the fourth quarter of 2023.
Revenue in the Americas grew by 4% compared to the fourth quarter of 2023.
Revenue in EMEA grew by 5% and revenue in APAC declined by 1% compared to the fourth quarter of 2023.

.

 

Loss from Operations and Non-GAAP Operating Income (Loss)

GAAP loss from operations was ($0.8) million, compared to ($5.7) million in the fourth quarter of 2023.
Included in GAAP loss from operations was a restructuring charge of $1.2 million, including but not limited to the 2024 Restructuring.
Non-GAAP operating income was $10.1 million, compared to $5.4 million in the fourth quarter of 2023.

 


Exhibit 99.1

 

Net Income (Loss) and Earnings Per Share

GAAP net loss was ($2.4) million, compared to ($3.2) million in the fourth quarter of 2023.
Non-GAAP net income was $8.4 million or 10% of revenue, compared to $7.9 million or 9% of revenue in the fourth quarter of 2023.
GAAP basic net loss per share was ($0.03) based on 78.4 million shares of common stock, compared to ($0.04) based on 76.2 million shares of common stock in the fourth quarter of 2023.
Non-GAAP basic net income per share was $0.11 based on 78.4 million of shares, compared to $0.10 based on 76.2 million shares in the fourth quarter of 2023.
Non-GAAP diluted net income per share was $0.11 based on 80.1 million shares of dilutive shares, compared to $0.09 based on 83.7 million dilutive shares in the fourth quarter of 2023.

 

Adjusted EBITDA

Adjusted EBITDA was $11.0 million, compared to $6.5 million in the fourth quarter of 2023.

 

Cash

Cash, cash equivalents, restricted cash, and marketable securities totaled $179.6 million as of December 31, 2024.
For the three months ended December 31, 2024, net cash provided by operating activities was $12.4 million, compared to $13.3 million provided by operating activities for the same period in 2023. The Company reported free cash flow was $11.6 million in the three months ended December 31, 2024.

 

Debt

As of December 31, 2024 the Company had $63.1 million in outstanding aggregate principal amount of its 2026 Convertible Notes, and $150.0 million in outstanding aggregate principal amount of its 2028 Convertible Notes. Subsequent to year end the Company repurchased approximately $59.0 million in principal amount of the 2026 Convertible notes for $54.0 million in cash. The Company's total outstanding debt is approximately $154.1 million.

 

 

Fiscal Year 2024 Financial Highlights:

Total revenue was $332.9 million, up 8% compared to fiscal year 2023.
Subscription solutions revenue was $247.9 million, up 8% compared to fiscal year 2023.
GAAP gross margin was 77%, compared to 76% in fiscal year 2023. Non-GAAP gross margin was 78%, for both fiscal year 2024 and 2023.

 

Operating Loss and Non-GAAP Operating Income (Loss)

GAAP operating loss was ($41.7) million, compared to ($72.4) million in fiscal year 2023.
Included in GAAP loss from operations was a restructuring charge of $13.7 million, including but not limited to the 2024 Restructuring.
Non-GAAP operating income (loss) was $19.5 million, compared to ($5.7) million in fiscal year 2023.

 

Net Income (Loss) and Earnings Per Share

 


Exhibit 99.1

GAAP net loss was ($27.0) million, compared to ($64.7) million in fiscal year 2023.
Non-GAAP net income was $22.0 million or 7% of revenue, compared to $2.1 million or 1% of revenue in fiscal year 2023.
GAAP net loss per share was ($0.35) based on 77.6 million shares of common stock, compared to ($0.86) based on 75.1 million shares of common stock in fiscal year 2023.
Non-GAAP diluted net income per share was $0.28 based on 79.4 million shares of dilutive shares, compared to $0.03 based on 82.9 million dilutive shares in fiscal year 2023.

 

Adjusted EBITDA

Adjusted EBITDA was $23.5 million, compared to ($1.6) million in fiscal year 2023.

 

Cash

For the twelve months ended December 31, 2024, net cash provided by operating activities was $26.3 million, compared to ($24.2) million used in operating activities for the same period in 2023. The Company reported free cash flow of $22.5 million for the year ended December 31, 2024.

 

Business Highlights:

 

Corporate Highlights

The Company made several additions to its leadership team. In January, Michelle Suzuki joined as BigCommerce’s Chief Marketing Officer, Rob Walter joined as Chief Revenue Officer, and Marcus Groff started as Senior Vice President of Engineering. In November, Tracy Turner joined as Senior Vice President of Revenue Operations.
BigCommerce and its customers achieved another successful Cyber Week, the eleventh in a row with 100% uptime on the platform. Customers on BigCommerce experienced a 26% increase, year over year, in gross merchandise value (GMV) during the five-day period from November 28 through December 2. BigCommerce merchants also saw total orders increase 13% and average order value rise 11%, year over year.

 

Customer Highlights

4Patriots, a family-founded company that sells emergency preparedness products, launched a new headless ecommerce store with BigCommerce, utilizing BigCommerce APIs and open source checkout to run a custom tax app, offer their own installment plans to customers, and provide one-click, post-purchase upsell opportunities.
Lube-Tech, a longstanding engine fluid brand, partnered with BigCommerce agency partner Codal to launch their first of three enterprise-level stores. They incorporated StagingPro to mirror sandbox and production stores.
ABC Fine Wine & Spirits, a retail chain that specializes in wine, spirits, and beer, launched a new online storefront featuring custom pickup and delivery options implemented by BigCommerce partner Irish Titan.
Bunzl, a leading distributor in the food processing industry since 1883, launched their ecommerce store using BigCommerce’s B2B Edition, assisted by BigCommerce partner Groove Commerce.
Witmer Public Safety Group successfully launched four online stores for firefighters, EMTs, and police officers, and more on BigCommerce's B2B Edition and using the platform's Multi-Storefront functionality. Designed by BigCommerce partner Jamersan, the sites are integrated with Witmer's NetSuite ERP and leverage Algolia's search technology, resulting in a robust online experience for customers and increased uptimes.

 


Exhibit 99.1

 

Partner Highlights

We finalized a new global preferred partnership with payments provider Klarna to provide buy now, pay later services to merchants on the BigCommerce platform, helping them optimize checkout and conversion.

 

Q1 and 2025 Financial Outlook:

 

For the first quarter of 2025, we currently expect:

Total revenue between $81.2 million to $83.2 million.
Non-GAAP operating income is expected to be between $4 million to $5 million.

 

For the full year 2025, we currently expect:

Total revenue between $342.1 million and $350.1 million.
Non-GAAP operating income between $20 million and $24 million.

 

Our first quarter and 2025 financial outlook is based on a number of assumptions that are subject to change and many of which are outside our control. If actual results vary from these assumptions, our expectations may change. There can be no assurance that we will achieve these results.

 

We do not provide guidance for loss from operations, the most directly comparable GAAP measure to Non-GAAP operating income (loss), and similarly cannot provide a reconciliation between its forecasted Non-GAAP operating income (loss) and Non-GAAP income (loss) per share and these comparable GAAP measures without unreasonable effort due to the unavailability of reliable estimates for certain items. These items are not within our control and may vary greatly between periods and could significantly impact future financial results.

Conference Call Information

 

BigCommerce will host a conference call and webcast at 7:00 a.m. CT (8:00 a.m. ET) on Thursday, February 20, 2025, to discuss its financial results and business highlights. The conference call can be accessed by dialing (833) 634-1254 from the United States and Canada or (412) 317-6012 internationally and requesting to join the “BigCommerce conference call.” The live webcast of the conference call can be accessed from BigCommerce’s investor relations website at http://investors.bigcommerce.com.

Following the completion of the call through 11:59 p.m. ET on Thursday, February 27, 2025, a telephone replay will be available by dialing (877) 344-7529 from the United States, (855) 669-9658 from Canada or (412) 317-0088 internationally with conference ID 9139950. A webcast replay will also be available at http://investors.bigcommerce.com for 12 months.

About BigCommerce

 

BigCommerce (Nasdaq: BIGC) is a leading open SaaS and composable ecommerce platform that empowers brands, retailers, manufacturers and distributors of all sizes to build, innovate and grow their businesses online. BigCommerce provides its customers sophisticated professional-grade functionality, customization and performance with simplicity and ease-of-use. Tens of thousands of B2C and B2B companies across 150 countries and numerous industries rely on BigCommerce, including Coldwater Creek, Harvey Nichols, King Arthur Baking Co., MKM Building Supplies, United Aqua Group and Uplift Desk. For more information, please visit www.bigcommerce.com or follow us on X and LinkedIn.

 

 


Exhibit 99.1

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “outlook,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “can,” “predict,” “potential,” “strategy, “target,” “explore,” “continue,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. However, not all forward-looking statements contain these identifying words. These statements may relate to our market size and growth strategy, our estimated and projected costs, margins, revenue, expenditures and customer and financial growth rates, our Q1 and fiscal 2025 financial outlook, our plans and objectives for future operations, growth, initiatives or strategies. By their nature, these statements are subject to numerous uncertainties and risks, including factors beyond our control, that could cause actual results, performance or achievement to differ materially and adversely from those anticipated or implied in the forward-looking statements. These assumptions, uncertainties and risks include that, among others, the anticipated benefits and opportunities related to the 2024 Restructure may not be realized or may take longer to realize than expected, our ability to pay the interest and principal on our indebtedness depends upon cash flows generated by our operating performance, our business would be harmed by any decline in new customers, renewals or upgrades, our limited operating history makes it difficult to evaluate our prospects and future results of operations, we operate in competitive markets, we may not be able to sustain our revenue growth rate in the future, our business would be harmed by any significant interruptions, delays or outages in services from our platform or certain social media platforms, and a cybersecurity-related attack, significant data breach or disruption of the information technology systems or networks could negatively affect our business. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in our filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2023 and the future quarterly and current reports that we file with the SEC. Forward-looking statements speak only as of the date the statements are made and are based on information available to BigCommerce at the time those statements are made and/or management's good faith belief as of that time with respect to future events. BigCommerce assumes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except as required by law.

 

Use of Non-GAAP Financial Measures

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

Annual Revenue Run-Rate

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

 


Exhibit 99.1

 

Enterprise Account Metrics

To measure the effectiveness of our ability to execute against our growth strategy, we calculate ARR attributable to Enterprise Accounts. We define Enterprise Accounts as accounts with at least one unique Enterprise plan subscription or an enterprise level feed management subscription. These accounts may have more than one Enterprise plan or a combination of Enterprise plans and non-enterprise plans.

 

Average Revenue Per Account

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

Adjusted EBITDA

We define Adjusted EBITDA as our net loss, excluding the impact of stock-based compensation expense and related payroll tax costs, amortization of intangible assets, acquisition related costs, restructuring charges, depreciation, gain on convertible note extinguishment, interest income, interest expense, other expense, and our provision or benefit for income taxes. Acquisition related costs include contingent compensation arrangements entered into in connection with acquisitions and achieved earnout related to an acquisition.
 

Restructuring charges include severance benefits, right-of-use asset impairments, lease termination gain, software impairments, accelerated depreciation and amortization, and professional services costs.

 

Depreciation includes depreciation expenses related to the Company's fixed assets.

 

The most directly comparable GAAP measure is net loss.

Non-GAAP Operating Income (Loss)

We define Non-GAAP Operating Income (Loss) as our GAAP Loss from operations, excluding the impact of stock-based compensation expense and related payroll tax costs, amortization of intangible assets, acquisition-related costs, and restructuring charges. The most directly comparable GAAP measure is our loss from operations.

Non-GAAP Net Income (Loss)

We define Non-GAAP Net Income (Loss) as our GAAP net loss, excluding the impact of stock-based compensation expense and related payroll tax costs, amortization of intangible assets, acquisition-related costs, restructuring charges, and gain on convertible notes extinguishment. The most directly comparable GAAP measure is our net loss.

Non-GAAP Basic and Dilutive Net Income (Loss) per Share

 


Exhibit 99.1

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

 

Free Cash Flow

We define Free Cash Flow as our GAAP cash flow provided by (used in) operating activities less our GAAP purchases of property and equipment (Capital Expenditures). The most directly comparable GAAP measure is our cash flow provided by (used in) operating activities.

 

 

 

 

Media Relations Contact Investor Relations Contact

Brad Hem Tyler Duncan

PR@BigCommerce.com InvestorRelations@BigCommerce.com

 

 


Exhibit 99.1

Consolidated Balance Sheets

(in thousands)

 

 

 

December 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

    Cash and cash equivalents

 

$

88,877

 

 

$

71,719

 

    Restricted cash

 

 

1,479

 

 

 

1,126

 

    Marketable securities

 

 

89,283

 

 

 

198,415

 

    Accounts receivable, net

 

 

48,117

 

 

 

37,713

 

    Prepaid expenses and other assets, net

 

 

14,641

 

 

 

24,733

 

    Deferred commissions

 

 

8,822

 

 

 

8,280

 

Total current assets

 

 

251,219

 

 

 

341,986

 

Property and equipment, net

 

 

9,128

 

 

 

10,233

 

Operating lease, right-of-use-assets, net

 

 

1,993

 

 

 

4,405

 

Prepaid expenses and other assets, net of current portion

 

 

3,146

 

 

 

1,240

 

Deferred commissions, net of current portion

 

 

5,559

 

 

 

7,056

 

Intangible assets, net

 

 

17,317

 

 

 

27,052

 

Goodwill

 

 

51,927

 

 

 

52,086

 

Total assets

 

$

340,289

 

 

$

444,058

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

    Accounts payable

 

$

7,018

 

 

$

7,982

 

    Accrued liabilities

 

 

3,194

 

 

 

2,652

 

    Deferred revenue

 

 

46,590

 

 

 

32,242

 

    Operating lease liabilities

 

 

2,438

 

 

 

2,542

 

    Other liabilities

 

 

28,766

 

 

 

25,332

 

Total current liabilities

 

 

88,006

 

 

 

70,750

 

Convertible notes

 

 

216,466

 

 

 

339,614

 

Operating lease liabilities, net of current portion

 

 

1,680

 

 

 

7,610

 

Other liabilities, net of current portion

 

 

768

 

 

 

551

 

Total liabilities

 

 

306,920

 

 

 

418,525

 

Commitments and contingencies (Note 8)

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

    Common stock, $0.0001 par value; 500,000 shares authorized at December 31, 2024 and 2023, respectively; 78,573 and 76,410 shares issued and outstanding at December 31, 2024 and 2023, respectively.

 

 

7

 

 

 

7

 

    Additional paid-in capital

 

 

654,905

 

 

 

620,021

 

    Accumulated other comprehensive income

 

 

145

 

 

 

163

 

    Accumulated deficit

 

 

(621,688

)

 

 

(594,658

)

Total stockholders’ equity

 

 

33,369

 

 

 

25,533

 

Total liabilities and stockholders' equity

 

$

340,289

 

 

$

444,058

 

 

 


Exhibit 99.1

Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

 

 

Three months ended
 December 31,

 

 

Year ended
 December 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenue

 

$

87,028

 

 

$

84,149

 

 

$

332,927

 

 

$

309,394

 

Cost of revenue (1)

 

 

19,476

 

 

 

18,946

 

 

 

77,589

 

 

 

74,202

 

Gross profit

 

 

67,552

 

 

 

65,203

 

 

 

255,338

 

 

 

235,192

 

Operating expenses: (1)

 

 

 

 

 

 

 

 

 

 

 

 

    Sales and marketing

 

 

29,605

 

 

 

34,332

 

 

 

129,602

 

 

 

140,230

 

    Research and development

 

 

19,763

 

 

 

19,509

 

 

 

80,879

 

 

 

83,460

 

    General and administrative

 

 

14,994

 

 

 

13,574

 

 

 

61,794

 

 

 

58,838

 

    Amortization of intangible assets

 

 

2,383

 

 

 

2,323

 

 

 

9,736

 

 

 

8,422

 

    Acquisition related costs

 

 

333

 

 

 

935

 

 

 

1,334

 

 

 

10,252

 

    Restructuring charges

 

 

1,225

 

 

 

219

 

 

 

13,677

 

 

 

6,434

 

Total operating expenses

 

 

68,303

 

 

 

70,892

 

 

 

297,022

 

 

 

307,636

 

Loss from operations

 

 

(751

)

 

 

(5,689

)

 

 

(41,684

)

 

 

(72,444

)

Gain on convertible note extinguishment

 

 

0

 

 

 

0

 

 

 

12,110

 

 

 

0

 

Interest income

 

 

1,761

 

 

 

3,183

 

 

 

10,568

 

 

 

11,493

 

Interest expense

 

 

(2,703

)

 

 

(719

)

 

 

(6,051

)

 

 

(2,884

)

Other expenses

 

 

(373

)

 

 

(503

)

 

 

(958

)

 

 

(836

)

Loss before provision for income taxes

 

 

(2,066

)

 

 

(3,728

)

 

 

(26,015

)

 

 

(64,671

)

Benefit (provision) for income taxes

 

 

(324

)

 

 

552

 

 

 

(1,015

)

 

 

0

 

Net loss

 

$

(2,390

)

 

$

(3,176

)

 

$

(27,030

)

 

$

(64,671

)

Basic net loss per share

 

$

(0.03

)

 

$

(0.04

)

 

$

(0.35

)

 

$

(0.86

)

Shares used to compute basic net loss per share

 

 

78,438

 

 

 

76,226

 

 

 

77,600

 

 

 

75,143

 

 

(1) Amounts include stock-based compensation expense and associated payroll tax costs, as follows:

 

 

Three months ended
December 31,

 

 

Year ended
December 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Cost of revenue

 

$

735

 

 

$

1,147

 

 

$

3,533

 

 

$

4,949

 

Sales and marketing

 

 

920

 

 

 

3,415

 

 

 

9,252

 

 

 

13,474

 

Research and development

 

 

3,099

 

 

 

1,908

 

 

 

13,614

 

 

 

13,478

 

General and administrative

 

 

2,141

 

 

 

1,105

 

 

 

10,000

 

 

 

9,785

 

 

 


Exhibit 99.1

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

 

Three months ended December 31,

 

 

Year ended
December 31,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(2,390

)

 

$

(3,176

)

 

$

(27,030

)

 

$

(64,671

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

 

 

 

    Depreciation and amortization expense

 

3,329

 

 

 

3,500

 

 

 

13,811

 

 

 

12,480

 

    Amortization of discount on convertible note

 

244

 

 

 

496

 

 

 

1,582

 

 

 

1,976

 

    Amortization of premium on convertible note

 

(396

)

 

 

0

 

 

 

(636

)

 

 

0

 

    Stock-based compensation expense

 

6,821

 

 

 

7,635

 

 

 

35,377

 

 

 

41,185

 

    Provision for expected credit losses

 

206

 

 

 

(656

)

 

 

3,208

 

 

 

805

 

    Real estate and internal-use software charges

 

502

 

 

 

70

 

 

 

3,533

 

 

 

70

 

    Gain on lease modification

 

0

 

 

 

0

 

 

 

(988

)

 

 

0

 

    Gain on convertible note extinguishment

 

0

 

 

 

0

 

 

 

(12,110

)

 

 

0

 

    Other

 

6

 

 

 

(5

)

 

 

(31

)

 

 

167

 

    Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

      Accounts receivable

 

(5,273

)

 

 

534

 

 

 

(14,206

)

 

 

(3,877

)

      Prepaid expenses and other assets

 

5,477

 

 

 

4,581

 

 

 

6,493

 

 

 

2,063

 

      Deferred commissions

 

757

 

 

 

(354

)

 

 

955

 

 

 

(2,128

)

      Accounts payable

 

(672

)

 

 

1,710

 

 

 

(895

)

 

 

962

 

      Accrued and other liabilities

 

3,511

 

 

 

(1,083

)

 

 

2,843

 

 

 

(25,836

)

      Deferred revenue

 

238

 

 

 

27

 

 

 

14,348

 

 

 

12,561

 

    Net cash provided by (used in) operating activities

 

12,360

 

 

 

13,279

 

 

 

26,254

 

 

 

(24,243

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

Cash paid for acquisition

 

0

 

 

 

(7,891

)

 

 

(100

)

 

 

(7,891

)

Purchase of property, equipment, leasehold improvements and capitalized internal-use software

 

(787

)

 

 

(1,043

)

 

 

(3,721

)

 

 

(4,179

)

Maturity of marketable securities

 

53,603

 

 

 

36,960

 

 

 

205,238

 

 

 

243,167

 

Purchase of marketable securities

 

(10,167

)

 

 

(39,207

)

 

 

(96,124

)

 

 

(228,281

)

    Net cash provided by (used in) investing activities

 

42,649

 

 

 

(11,181

)

 

 

105,293

 

 

 

2,816

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

Proceeds from exercise of stock options

 

225

 

 

 

136

 

 

 

1,708

 

 

 

3,849

 

Taxes paid related to net share settlement of stock options

 

(38

)

 

 

(12

)

 

 

(2,449

)

 

 

(3,294

)

Holdback payments related to business combination

 

(1,000

)

 

 

0

 

 

 

(1,000

)

 

 

0

 

Proceeds from financing obligation

 

0

 

 

 

0

 

 

 

0

 

 

 

1,081

 

Payment of convertible note issuance costs

 

(656

)

 

0

 

 

 

(3,176

)

 

0

 

Repayment of convertible notes and financing obligation

 

(139

)

 

 

(263

)

 

 

(109,119

)

 

 

(394

)

    Net cash provided by (used in) financing activities

 

(1,608

)

 

 

(139

)

 

 

(114,036

)

 

 

1,242

 

Net change in cash and cash equivalents and restricted cash

 

53,401

 

 

 

1,959

 

 

 

17,511

 

 

 

(20,185

)

Cash and cash equivalents and restricted cash, beginning of period

 

36,955

 

 

 

70,886

 

 

 

72,845

 

 

 

93,030

 

Cash and cash equivalents and restricted cash, end of period

$

90,356

 

 

$

72,845

 

 

$

90,356

 

 

$

72,845

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

 

 

 

    Cash paid for interest

$

3

 

 

$

21

 

 

$

2,466

 

 

$

894

 

    Cash paid for taxes

$

106

 

 

$

242

 

 

$

381

 

 

$

583

 

Noncash investing and financing activities:

 

 

 

 

 

 

 

 

 

 

 

    Changes in capital additions, accrued but not paid

$

84

 

 

$

168

 

 

$

84

 

 

$

168

 

    Fair value of shares issued as consideration for business combinations

$

0

 

 

$

496

 

 

$

248

 

 

$

1,417

 

    Principal amount of 2028 Convertible Notes exchanged

$

0

 

 

$

0

 

 

$

150,000

 

 

$

0

 

 

 

 


Exhibit 99.1

 

Disaggregated Revenue:

 

 

Three months ended
December 31,

 

 

Year ended
December 31,

 

(in thousands)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Subscription solutions

 

$

62,288

 

 

$

60,613

 

 

$

247,870

 

 

$

229,265

 

Partner and services

 

 

24,740

 

 

 

23,536

 

 

 

85,057

 

 

 

80,129

 

Revenue

 

$

87,028

 

 

$

84,149

 

 

$

332,927

 

 

$

309,394

 

 

Revenue by Geography:

 

 

Three months ended
December 31,

 

 

Year ended
December 31,

 

(in thousands)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Americas – U.S.

 

$

66,078

 

 

$

64,055

 

 

$

253,484

 

 

$

236,502

 

Americas – other (1)

 

 

4,217

 

 

 

3,837

 

 

 

15,662

 

 

 

14,103

 

EMEA

 

 

9,994

 

 

 

9,475

 

 

 

38,031

 

 

 

34,661

 

APAC

 

 

6,739

 

 

 

6,782

 

 

 

25,750

 

 

 

24,128

 

Revenue

 

$

87,028

 

 

$

84,149

 

 

$

332,927

 

 

$

309,394

 

 

(1)Americas-other revenue includes revenue from North and South America, other than the U.S.

 

 

 

 

 

 

 

 

 

 

 

 


Exhibit 99.1

Reconciliation of GAAP to Non-GAAP Results

(in thousands, except per share amounts)

(unaudited)

 

 

Reconciliation of loss from operations to Non-GAAP operating income (loss):

 

 

 

Three months ended December 31,

 

 

Year ended
December 31,

 

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

87,028

 

 

$

84,149

 

 

$

332,927

 

 

$

309,394

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

$

(751

)

 

$

(5,689

)

 

$

(41,684

)

 

$

(72,444

)

 

Plus: stock-based compensation expense and associated payroll tax costs

 

 

6,895

 

 

 

7,575

 

 

 

36,399

 

 

 

41,686

 

 

Amortization of intangible assets

 

 

2,383

 

 

 

2,323

 

 

 

9,736

 

 

 

8,422

 

 

Acquisition related costs

 

 

333

 

 

 

935

 

 

 

1,334

 

 

 

10,252

 

 

Restructuring charges

 

 

1,225

 

 

 

219

 

 

 

13,677

 

 

 

6,434

 

 

Non-GAAP operating income (loss)

 

$

10,085

 

 

$

5,363

 

 

$

19,462

 

 

$

(5,650

)

 

Non-GAAP operating income (loss) as a percentage of revenue

 

 

11.6

 

%

 

6.4

 

%

 

5.8

 

%

 

(1.8

)

%

 

 

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

 

 

 

Three months ended December 31,

 

 

Year ended
December 31,

 

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

87,028

 

 

$

84,149

 

 

$

332,927

 

 

$

309,394

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(2,390

)

 

$

(3,176

)

 

$

(27,030

)

 

$

(64,671

)

 

Plus: stock-based compensation expense and associated payroll tax costs

 

 

6,895

 

 

 

7,575

 

 

 

36,399

 

 

 

41,686

 

 

Amortization of intangible assets

 

 

2,383

 

 

 

2,323

 

 

 

9,736

 

 

 

8,422

 

 

Acquisition related costs

 

 

333

 

 

 

935

 

 

 

1,334

 

 

 

10,252

 

 

Restructuring charges

 

 

1,225

 

 

 

219

 

 

 

13,677

 

 

 

6,434

 

 

Gain on convertible note extinguishment

 

 

0

 

 

 

0

 

 

 

(12,110

)

 

 

0

 

 

Non-GAAP net income

 

$

8,446

 

 

$

7,876

 

 

$

22,006

 

 

$

2,123

 

 

Basic net loss per share

 

$

(0.03

)

 

$

(0.04

)

 

$

(0.35

)

 

$

(0.86

)

 

Non-GAAP basic net income per share

 

$

0.11

 

 

$

0.10

 

 

$

0.28

 

 

$

0.03

 

 

Non-GAAP diluted net income per share

 

$

0.11

 

 

$

0.09

 

 

$

0.28

 

 

$

0.03

 

 

Shares used to compute basic Non-GAAP net income per share

 

 

78,438

 

 

 

76,226

 

 

 

77,600

 

 

 

75,143

 

 

Shares used to compute diluted Non-GAAP net income per share

 

 

80,081

 

 

 

83,679

 

 

 

79,544

 

 

 

82,938

 

 

Non-GAAP net income as a percentage of revenue

 

 

9.7

 

%

 

9.4

 

%

 

6.6

 

%

 

0.7

 

%

 

 


Exhibit 99.1

Reconciliation of net loss to adjusted EBITDA:

 

 

 

Three months ended December 31,

 

 

Year ended
December 31,

 

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

87,028

 

 

$

84,149

 

 

$

332,927

 

 

$

309,394

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(2,390

)

 

$

(3,176

)

 

$

(27,030

)

 

$

(64,671

)

 

Plus: stock-based compensation expense and associated payroll tax costs

 

 

6,895

 

 

 

7,575

 

 

 

36,399

 

 

 

41,686

 

 

Amortization of intangible assets

 

 

2,383

 

 

 

2,323

 

 

 

9,736

 

 

 

8,422

 

 

Acquisition related costs

 

 

333

 

 

 

935

 

 

 

1,334

 

 

 

10,252

 

 

Restructuring charges

 

 

1,225

 

 

 

219

 

 

 

13,677

 

 

 

6,434

 

 

Depreciation

 

 

946

 

 

 

1,177

 

 

 

4,075

 

 

 

4,058

 

 

Gain on convertible note extinguishment

 

 

0

 

 

 

0

 

 

 

(12,110

)

 

 

0

 

 

Interest income

 

 

(1,761

)

 

 

(3,183

)

 

 

(10,568

)

 

 

(11,493

)

 

Interest expense

 

 

2,703

 

 

 

719

 

 

 

6,051

 

 

 

2,884

 

 

Other expenses

 

 

373

 

 

 

503

 

 

 

958

 

 

 

836

 

 

Benefit (provision) for income taxes

 

 

324

 

 

 

(552

)

 

 

1,015

 

 

 

0

 

 

Adjusted EBITDA

 

$

11,031

 

 

$

6,540

 

 

$

23,537

 

 

$

(1,592

)

 

Adjusted EBITDA as a percentage of revenue

 

 

12.7

 

%

 

7.8

 

%

 

7.1

 

%

 

(0.5

)

%

 

 

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

 

 

 

Three months ended December 31,

 

 

Year ended
December 31,

 

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

87,028

 

 

$

84,149

 

 

$

332,927

 

 

$

309,394

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

$

19,476

 

 

$

18,946

 

 

$

77,589

 

 

$

74,202

 

 

Less: stock-based compensation expense and associated payroll tax costs

 

 

735

 

 

 

1,147

 

 

 

3,533

 

 

 

4,949

 

 

Non-GAAP cost of revenue

 

$

18,741

 

 

$

17,799

 

 

$

74,056

 

 

$

69,253

 

 

As a percentage of revenue

 

 

21.5

 

%

 

21.2

 

%

 

22.2

 

%

 

22.4

 

%

 

 

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

 

 

 

Three months ended December 31,

 

 

Year ended
December 31,

 

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

87,028

 

 

$

84,149

 

 

$

332,927

 

 

$

309,394

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

$

29,605

 

 

$

34,332

 

 

$

129,602

 

 

$

140,230

 

 

Less: stock-based compensation expense and associated payroll tax costs

 

 

920

 

 

 

3,415

 

 

 

9,252

 

 

 

13,474

 

 

Non-GAAP sales and marketing

 

$

28,685

 

 

$

30,917

 

 

$

120,350

 

 

$

126,756

 

 

As a percentage of revenue

 

 

33.0

 

%

 

36.7

 

%

 

36.1

 

%

 

41.0

 

%

 

 


Exhibit 99.1

 

 

 

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

 

 

 

Three months ended December 31,

 

 

Year ended
December 31,

 

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

87,028

 

 

$

84,149

 

 

$

332,927

 

 

$

309,394

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

19,763

 

 

$

19,509

 

 

$

80,879

 

 

$

83,460

 

 

Less: stock-based compensation expense and associated payroll tax costs

 

 

3,099

 

 

 

1,908

 

 

 

13,614

 

 

 

13,478

 

 

Non-GAAP research and development

 

$

16,664

 

 

$

17,601

 

 

$

67,265

 

 

$

69,982

 

 

As a percentage of revenue

 

 

19.1

 

%

 

20.9

 

%

 

20.2

 

%

 

22.6

 

%

 

 

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

 

 

 

Three months ended December 31,

 

 

Year ended
December 31,

 

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

87,028

 

 

$

84,149

 

 

$

332,927

 

 

$

309,394

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General & administrative

 

$

14,994

 

 

$

13,574

 

 

$

61,794

 

 

$

58,838

 

 

Less: stock-based compensation expense and associated payroll tax costs

 

 

2,141

 

 

 

1,105

 

 

 

10,000

 

 

 

9,785

 

 

Non-GAAP general & administrative

 

$

12,853

 

 

$

12,469

 

 

$

51,794

 

 

$

49,053

 

 

As a percentage of revenue

 

 

14.8

 

%

 

14.8

 

%

 

15.6

 

%

 

15.9

 

%

 

 

Reconciliation of net cash provided by (used in) operating activities to free cash flow:

 

 

 

Three months ended December 31,

 

 

Year ended
December 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

$

12,360

 

 

$

13,279

 

 

$

26,254

 

 

$

(24,243

)

Purchase of property, equipment, leasehold improvements and capitalized internal-use software

 

 

(787

)

 

 

(1,043

)

 

 

(3,721

)

 

 

(4,179

)

Free cash flow

 

$

11,573

 

 

$

12,236

 

 

$

22,533

 

 

$

(28,422

)