Bigmerce (BIGC) - 2022 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial statements and management's discussion and analysis for BigCommerce Holdings, Inc Item 1. Financial Statements This section provides an index to the unaudited condensed consolidated financial statements for BigCommerce Holdings, Inc., including the Balance Sheets, Statements of Operations, Comprehensive Loss, Stockholders' Equity (Deficit), and Cash Flows, along with their accompanying notes Condensed Consolidated Balance Sheets This statement presents the company's financial position, detailing assets, liabilities, and equity at specific points in time Condensed Consolidated Balance Sheets Summary | Metric | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :----------------------------------- | :---------------------------- | :----------------------------- | | Total Assets | $535,011 | $555,460 | | Total Liabilities | $425,134 | $417,172 | | Total Stockholders' Equity | $109,877 | $138,288 | - Total assets decreased by $20.4 million from December 31, 2021, to March 31, 2022, primarily driven by a decrease in cash and cash equivalents[6] Condensed Consolidated Statements of Operations This statement outlines the company's financial performance over a period, showing revenue, expenses, and net loss Condensed Consolidated Statements of Operations Summary | Metric | Three months ended March 31, 2022 (in thousands) | Three months ended March 31, 2021 (in thousands) | | :------------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Revenue | $66,050 | $46,660 | | Gross Profit | $48,947 | $37,410 | | Loss from Operations | $(36,179) | $(8,542) | | Net Loss | $(37,037) | $(8,544) | | Basic and Diluted Net Loss Per Share | $(0.51) | $(0.12) | - Revenue increased by 41.6% year-over-year, but net loss significantly widened from $(8.5) million in Q1 2021 to $(37.0) million in Q1 2022, largely due to increased operating expenses, particularly acquisition-related expenses and amortization of intangible assets[8] Condensed Consolidated Statements of Comprehensive Loss This statement presents the net loss and other comprehensive income or loss components, leading to total comprehensive loss Condensed Consolidated Statements of Comprehensive Loss Summary | Metric | Three months ended March 31, 2022 (in thousands) | Three months ended March 31, 2021 (in thousands) | | :--------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Net Loss | $(37,037) | $(8,544) | | Net Unrealized Gain (Loss) on Marketable Debt Securities | $(613) | $0 | | Total Comprehensive Loss | $(37,650) | $(8,544) | - Total comprehensive loss for the three months ended March 31, 2022, was $(37.7) million, primarily driven by the net loss and an unrealized loss on marketable debt securities[10] Condensed Consolidated Statement of Stockholders' Equity (Deficit) This statement details changes in stockholders' equity, including additional paid-in capital and accumulated deficit Condensed Consolidated Statement of Stockholders' Equity (Deficit) Summary | Metric | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :--------------------------- | :---------------------------- | :----------------------------- | | Additional Paid-in Capital | $537,779 | $528,540 | | Accumulated Deficit | $(427,105) | $(390,068) | | Total Stockholders' Equity | $109,877 | $138,288 | - Total stockholders' equity decreased from $138.3 million at December 31, 2021, to $109.9 million at March 31, 2022, mainly due to the net loss of $(37.0) million and accumulated other comprehensive loss[12] Condensed Consolidated Statements of Cash Flows This statement reports the cash generated and used by operating, investing, and financing activities over a period Cash Flow Summary | Metric | Three months ended March 31, 2022 (in thousands) | Three months ended March 31, 2021 (in thousands) | | :------------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Net Cash Used in Operating Activities | $(21,985) | $(12,758) | | Net Cash Used in Investing Activities | $(24,813) | $(18,854) | | Net Cash Provided by Financing Activities | $184 | $1,741 | | Net Change in Cash and Cash Equivalents and Restricted Cash | $(46,614) | $(29,871) | - The company experienced a net decrease in cash and cash equivalents and restricted cash of $(46.6) million in Q1 2022, primarily driven by cash used in operating and investing activities[14] Notes to Condensed Consolidated Financial Statements This section provides detailed explanations and additional information supporting the condensed consolidated financial statements 1. Overview This note describes BigCommerce's business model as a SaaS e-commerce platform and its corporate history - BigCommerce operates a software-as-a-service (SaaS) platform for e-commerce, offering ease-of-use, enterprise functionality, and flexibility for online stores and cross-channel connections[16][17] - The company was formed in Australia in 2003 as Interspire Pty Ltd and reorganized in Delaware as BigCommerce Holdings, Inc. in 2013, with its headquarters in Austin, Texas[18] 2. Summary of Significant Accounting Policies This note outlines the key accounting principles and methods used in preparing the financial statements, including revenue recognition and segment reporting - The financial statements are prepared in accordance with GAAP for interim financial information, with certain disclosures omitted as permitted by SEC rules[19][20] - The company operates as a single operating and reportable segment, with revenue primarily from the Americas (U.S.), followed by EMEA and APAC[25] Revenue by Geographic Region | Geographic Region | Three months ended March 31, 2022 (in thousands) | Three months ended March 31, 2021 (in thousands) | | :------------------ | :--------------------------------------------- | :--------------------------------------------- | | Americas – U.S. | $51,500 | $36,117 | | Americas – other | $2,684 | $1,734 | | EMEA | $6,284 | $4,397 | | APAC | $5,582 | $4,412 | | Total Revenue | $66,050 | $46,660 | - The COVID-19 pandemic has benefited the business by accelerating the shift to online shopping, but future trends remain uncertain and could adversely affect financial results[24] Allowance for Credit Losses | Allowance for Credit Losses (in thousands) | Amount | | :--------------------------------------- | :----- | | Balance at December 31, 2021 | $3,867 | | Provision for Expected Credit Losses | $1,313 | | Accounts Written Off | $(637) | | Balance at March 31, 2022 | $4,543 | 3. Revenue Recognition and Deferred Costs This note details the company's policies for recognizing revenue from subscription solutions and partner services, and accounting for deferred costs - Revenue is primarily derived from subscription solutions fees and partner and services fees, with subscription solutions being the largest component[50][58] Revenue by Source | Revenue Source | Three months ended March 31, 2022 (in thousands) | Three months ended March 31, 2021 (in thousands) | | :------------------- | :--------------------------------------------- | :--------------------------------------------- | | Subscription Solutions | $47,987 | $32,004 | | Partner and Services | $18,063 | $14,656 | | Total Revenue | $66,050 | $46,660 | - Deferred revenue increased due to SaaS-related subscriptions, with $7.2 million of previously deferred revenue recognized in Q1 2022[64][65] - Remaining performance obligations totaled $153.5 million as of March 31, 2022, with approximately 50% expected to be recognized as revenue in the next 12 months[66] - Deferred sales commissions are amortized over an estimated three-year customer relationship period, with $1.6 million deferred and $1.1 million amortized in Q1 2022[69][70] 4. Fair Value Measurements, Cash Equivalents and Marketable Securities This note describes the valuation methods for financial instruments, including cash equivalents and marketable securities, and their fair value hierarchy - Financial instruments carried at fair value include cash and cash equivalents, restricted cash, marketable securities, and embedded put options[71] Financial Assets at Fair Value | Financial Assets (in thousands) | March 31, 2022 (Level 1) | March 31, 2022 (Level 2) | March 31, 2022 (Total) | | :------------------------------ | :----------------------- | :----------------------- | :--------------------- | | Money Market Funds | $220,362 | — | $220,362 | | U.S. Treasury Securities | $40,200 | — | $40,200 | | Corporate Securities | — | $84,976 | $84,976 | | Total Financial Assets | $260,562 | $84,976 | $345,538 | - The estimated fair value of the 0.25% Convertible Senior Notes due 2026 was approximately $262.1 million as of March 31, 2022, categorized as Level 2[77] 5. Business Combinations This note details the acquisitions of Feedonomics and B2B Ninja, including their financial impact and the allocation of purchase price - In July 2021, BigCommerce acquired Feedonomics for $81.1 million in cash, integrating its product feed management platform; Feedonomics contributed $8.8 million in revenue and a $0.7 million net loss to Q1 2022 results[78][79] - The Feedonomics acquisition resulted in $41.3 million in goodwill, expected to be tax-deductible, and $37.0 million in identifiable intangible assets[80][82] Feedonomics Identifiable Intangible Assets | Identifiable Intangible Assets (Feedonomics) | Estimated Fair Value (in thousands) | Weighted Average Amortization Period (in years) | | :------------------------------------------- | :---------------------------------- | :---------------------------------------------- | | Developed Technology | $11,794 | 4.0 | | Customer Relationship | $22,525 | 5.7 | | Tradename | $2,470 | 5.0 | | Non-compete Agreement | $162 | 3.0 | | Total | $36,951 | | - Contingent compensation arrangements for Feedonomics employees total $65.0 million, payable in two annual installments, with $12.2 million recognized as expense in Q1 2022[81] - In November 2021, BigCommerce acquired Quote Ninja, Inc. (dba B2B Ninja) for $2.0 million in common stock, adding B2B e-commerce capabilities[83] 6. Goodwill and Intangible Assets This note provides information on the company's goodwill and definite-lived intangible assets, including amortization and impairment policies - Goodwill is not amortized but tested for impairment annually; no impairment was recorded as of March 31, 2022[84] - Definite-lived intangible assets are amortized on a straight-line basis, with amortization expense of $2.0 million for Q1 2022[85] Definite-Lived Intangible Assets Net Carrying Amount | Definite-Lived Intangible Assets (in thousands) | March 31, 2022 Net Carrying Amount | December 31, 2021 Net Carrying Amount | Weighted Average Remaining Useful Life (years) | | :---------------------------------------------- | :--------------------------------- | :------------------------------------ | :--------------------------------------------- | | Developed Technology | $10,763 | $11,643 | 3.2 | | Customer Relationship | $19,780 | $20,776 | 5.0 | | Tradename | $2,130 | $2,253 | 4.3 | | Non-compete Agreement | $124 | $138 | 2.3 | | Other Intangibles | $198 | $222 | 2.1 | | Total | $32,995 | $35,032 | | Expected Amortization Expense for Intangible Assets | Expected Amortization Expense (in thousands) | Amount | | :------------------------------------------- | :----- | | 2022 (April 1st through December 31st) | $5,968 | | 2023 | $7,958 | | 2024 | $7,823 | | 2025 | $6,134 | | 2026 | $3,395 | | Thereafter | $1,717 | | Total | $32,995 | 7. Commitments, Contingencies, and Leases This note outlines the company's commitments, potential liabilities from contingencies, and details of its operating lease agreements - The company records liabilities for loss contingencies when probable and estimable, and is currently unaware of any material adverse claims[88] - Operating lease agreements for facilities expire through 2028, with cash paid for operating lease liabilities of $1.3 million in Q1 2022[90][93] Operating Lease Information | Operating Lease Information | March 31, 2022 | | :-------------------------- | :------------- | | Weighted-average remaining lease-term | 5.2 years | | Weighted-average discount rate | 5.41% | Future Maturities of Operating Lease Liabilities | Future Maturities of Operating Lease Liabilities (in thousands) | Amount | | :---------------------------------------------------- | :----- | | 2022 (April 1st through December 31st) | $2,757 | | 2023 | $3,258 | | 2024 | $2,985 | | 2025 | $2,775 | | 2026 | $2,528 | | Thereafter | $2,852 | | Total Minimum Lease Payments | $17,155 | | Less Imputed Interest | $(2,273) | | Total Lease Liabilities | $14,882 | 8. Other Liabilities This note provides a breakdown of other current liabilities, including sales tax, payroll, and acquisition-related compensation Other Current Liabilities | Other Current Liabilities (in thousands) | March 31, 2022 | December 31, 2021 | | :--------------------------------------- | :------------- | :---------------- | | Sales Tax Payable | $813 | $679 | | Payroll and Payroll Related Expenses | $10,795 | $17,315 | | Acquisition Related Compensation | $22,559 | $14,309 | | Other | $3,043 | $3,951 | | Total Other Current Liabilities | $37,210 | $36,254 | - Other current liabilities increased to $37.2 million at March 31, 2022, primarily due to a significant increase in acquisition-related compensation[95] 9. Debt This note details the company's convertible senior notes, including their principal balance, issuance costs, and interest expense - In September 2021, BigCommerce issued $345.0 million in 0.25% Convertible Senior Notes due 2026, with net proceeds of approximately $335.0 million[96] - The notes are senior, unsecured obligations with an initial conversion rate of 13.6783 shares per $1,000 principal amount, subject to certain conversion conditions and redemption options[98] Convertible Notes Carrying Value | Convertible Notes (in thousands) | March 31, 2022 | December 31, 2021 | | :------------------------------- | :------------- | :---------------- | | Principal Balance | $345,000 | $345,000 | | Unamortized Issuance Costs | $(8,975) | $(9,463) | | Carrying Value, Net | $336,025 | $335,537 | Interest Expense on Convertible Notes | Interest Expense (in thousands) | Three months ended March 31, 2022 | | :------------------------------ | :-------------------------------- | | Contractual Interest Expense | $221 | | Amortization of Issuance Costs | $488 | | Total | $709 | - The company also entered into capped call transactions using $35.6 million of the note proceeds to reduce potential stock dilution upon conversion, with an initial cap price of $106.34 per share[100] 10. Stockholders' Equity (Deficit) This note outlines changes in stockholders' equity, including stock option and RSU grants, and stock-based compensation expense - During Q1 2022, BigCommerce granted 876,584 stock options with a weighted average exercise price of $20.25 and 1,888,396 Restricted Stock Units (RSUs) with a weighted average grant-date fair value of $20.26[104][105] Stock-Based Compensation Expense | Stock-Based Compensation Expense (in thousands) | Three months ended March 31, 2022 | Three months ended March 31, 2021 | | :---------------------------------------------- | :-------------------------------- | :-------------------------------- | | Cost of Revenue | $862 | $387 | | Sales and Marketing | $2,583 | $1,579 | | Research and Development | $2,526 | $1,148 | | General and Administrative | $2,991 | $2,057 | | Total | $8,962 | $5,171 | - Total stock-based compensation expense increased to $9.0 million in Q1 2022 from $5.2 million in Q1 2021[106] 11. Income Taxes This note discusses the company's effective tax rate, valuation allowances, and unrecognized tax benefits - The effective tax rate for Q1 2022 was (0.31)%, primarily due to valuation allowances offsetting forecasted losses in the U.S., Australia, and the UK[108][109] - The company had $396 thousand in tax-effected unrecognized tax benefits as of March 31, 2022, which would affect the effective income tax rate if recognized[111] 12. Net Loss Per Share This note provides details on the calculation of basic and diluted net loss per share, including potentially dilutive securities - Basic and diluted net loss per share were both $(0.51) for Q1 2022, compared to $(0.12) for Q1 2021, as potentially dilutive securities were anti-dilutive due to net losses[8][112] Potentially Dilutive Securities | Potentially Dilutive Securities (in thousands) | March 31, 2022 | March 31, 2021 | | :--------------------------------------------- | :------------- | :------------- | | Stock Options Outstanding | 6,307 | 7,491 | | Restricted Stock Units | 4,094 | 1,868 | | Acquisition Related Compensation | 2,835 | — | | Convertible Debt | 4,719 | — | | Total Potentially Dilutive Securities | 17,955 | 9,359 | 13. Subsequent Events This note reports on significant events occurring after the balance sheet date, specifically the acquisition of Bundle B2B Inc - On April 26, 2022, BigCommerce acquired Bundle B2B Inc., a B2B e-commerce solution, and is finalizing the accounting for this transaction[114][115] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides an overview of BigCommerce's financial condition and results of operations, highlighting key business metrics, revenue sources, operating expenses, and liquidity. The company experienced significant revenue growth but also increased operating losses, influenced by acquisitions and strategic investments Special Note Regarding Forward-Looking Statements This section cautions readers that the report contains forward-looking statements subject to risks and uncertainties that may cause actual results to differ - The report contains forward-looking statements regarding revenue, expenses, market trends, investments, competition, growth management, intellectual property, international expansion, regulatory changes, cybersecurity, COVID-19 impact, and financing needs[117] - These statements are subject to risks and uncertainties, and actual results may differ materially from expectations, as detailed in the 'Risk Factors' section[118][119] Overview This section describes BigCommerce's 'Open SaaS' e-commerce platform, its customer base, and strategic approach to partnerships - BigCommerce provides an 'Open SaaS' e-commerce platform, combining flexibility of open source with benefits of multi-tenant SaaS, serving approximately 60,000 online stores and 12,972 accounts with over $2,000 in annual contract value as of March 31, 2022[122] - The platform offers comprehensive e-commerce solutions including store design, catalog management, hosting, checkout, order management, reporting, and third-party integrations[123] - The company's strategy involves strategic partnerships with technology providers to complement its core platform and generate high-margin revenue share[126] Key Business Metrics This section presents the key performance indicators used to evaluate the company's growth and operational efficiency, including ARR and ARPA - Key metrics include Annual Revenue Run-rate (ARR), Accounts with greater than $2,000 ACV, Average Revenue Per Account (ARPA), and ARR Attributable to Enterprise Accounts[129][130][131][132] Key Business Metrics Summary | Metric | March 31, 2022 | December 31, 2021 | March 31, 2021 | | :------------------------------------------------------- | :------------- | :---------------- | :------------- | | Total ARR (in thousands) | $280,426 | $268,665 | $196,274 | | Accounts with ACV greater than $2,000 | 12,972 | 12,754 | 10,509 | | % of Total ARR attributable to accounts with ACV > $2,000 | 89% | 88% | 83% | | ARPA attributable to accounts with ACV > $2,000 | $19,234 | $18,598 | $15,582 | | ARR Attributable to Enterprise Accounts (in thousands) | $188,983 | $172,858 | $112,350 | | % of Total ARR attributable to Enterprise Accounts | 67% | 64% | 57% | - Total ARR increased to $280.4 million as of March 31, 2022, up from $196.3 million a year prior, with a growing percentage attributable to accounts with ACV greater than $2,000 and Enterprise Accounts[133] - Net Revenue Retention (NRR) for accounts with ACV greater than $2,000 was 116% for the year ended December 31, 2021, indicating strong revenue expansion from existing customers[135] Components of Results of Operations This section explains the various revenue streams and expense categories that contribute to the company's financial results - Revenue is generated from subscription solutions (platform fees, recurring professional services) and partner and services (revenue share, technology integrations, marketing services)[136][137][138][139][140] - Cost of revenue includes personnel, hosting, payment processing fees, and overhead, expected to increase in absolute dollars due to growth and international expansion[141] - Sales and marketing expenses are expected to increase in absolute dollars due to hiring and global expansion, while research and development expenses will also increase with continued investment in product development[142][143][144] - General and administrative expenses are rising due to public company operations and business growth, and acquisition-related expenses include third-party costs and contingent compensation[145][146] Results of Operations This section analyzes the company's financial performance for the period, detailing revenue growth, gross margin changes, and operating expense increases Consolidated Results of Operations | Metric | Three months ended March 31, 2022 (in thousands) | Three months ended March 31, 2021 (in thousands) | Change Amount (in thousands) | % Change | | :----------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :--------------------------- | :------- | | Revenue | $66,050 | $46,660 | $19,390 | 41.6% | | Cost of Revenue | $17,103 | $9,250 | $7,853 | 84.9% | | Gross Profit | $48,947 | $37,410 | $11,537 | 30.8% | | Gross Margin | 74.1% | 80.2% | -6.1% | | | Sales and Marketing | $32,173 | $20,809 | $11,364 | 54.6% | | Research and Development | $20,944 | $13,535 | $7,409 | 54.7% | | General and Administrative | $17,312 | $11,608 | $5,704 | 49.1% | | Acquisition Related Expenses | $12,660 | $0 | $12,660 | N/A | | Amortization of Intangible Assets | $2,037 | $0 | $2,037 | N/A | | Loss from Operations | $(36,179) | $(8,542) | $(27,637) | 323.5% | | Net Loss | $(37,037) | $(8,544) | $(28,493) | 333.5% | - Total revenue increased by 41.6% to $66.1 million, driven by a 49.9% increase in subscription solutions revenue (including $8.8 million from Feedonomics) and a 23.2% increase in partner and services revenue[155] - Gross margin decreased to 74.1% from 80.2% due to higher hosting costs, personnel costs, and expenses from the Feedonomics acquisition[156] - Operating expenses significantly increased across all categories, with acquisition-related expenses of $12.7 million and amortization of intangible assets of $2.0 million being new significant costs in Q1 2022[157][159][160][161] - Net loss widened substantially to $(37.0) million in Q1 2022 from $(8.5) million in Q1 2021, primarily due to increased operating expenses[151] Liquidity and Capital Resources This section assesses the company's ability to meet its short-term and long-term financial obligations, including cash flow and debt - The company has incurred losses and anticipates continued negative operating cash flow but believes existing cash, cash equivalents, and marketable securities are sufficient for at least the next 12 months[163][164][165] - Future capital requirements depend on growth rate, revenue levels, sales and marketing expansion, market acceptance, business initiatives, new product introductions, and the ongoing impact of the COVID-19 pandemic[165] - The Feedonomics acquisition includes up to $65.0 million in contingent compensation, payable in cash or Series 1 common stock, which may require additional financing or dilute stockholders[166] Cash Flow Summary | Cash Flow Summary (in thousands) | Three months ended March 31, 2022 | Three months ended March 31, 2021 | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | | Net Cash Used in Operating Activities | $(21,985) | $(12,758) | | Net Cash Used in Investing Activities | $(24,813) | $(18,854) | | Net Cash Provided by Financing Activities | $184 | $1,741 | | Net Increase in Cash, Cash Equivalents and Restricted Cash | $(46,614) | $(29,871) | - Cash, cash equivalents, and restricted cash decreased by $46.6 million in Q1 2022, primarily due to cash used in operating and investing activities[168][169][170] - The company holds $345.0 million in 0.25% Convertible Senior Notes due 2026, which are senior, unsecured obligations[173] Critical Accounting Policies and Estimates This section highlights accounting policies requiring significant judgment and estimation, which could materially impact financial results - The preparation of financial statements requires significant estimates and assumptions, which could differ from actual results[177] - No material changes to critical accounting policies and estimates were made, except for those related to the Feedonomics acquisition (purchase price allocation and valuation of acquired intangibles)[177] Recent Accounting Pronouncements This section discusses the adoption of new accounting standards and their impact on the company's financial reporting - The company early adopted ASU No. 2021-08, 'Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,' on January 1, 2022, using the prospective method[48] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section discusses the company's exposure to market risks, including interest rate risk, foreign currency exchange risk, and credit risk, and outlines strategies for managing these risks - The company's interest-earning instruments carry interest rate risk, but due to short-term maturities, a one-eighth percent change in interest expense would have an annual impact of approximately $0.4 million[180] - Foreign currency exchange risk is increasing as international operations expand, particularly for operating expenses denominated in Australian dollars and British pounds sterling, though currently considered relatively small[181][182] - Credit risk is managed by limiting investments to high credit quality securities and financial institutions, with cash balances monitored to mitigate risk[184] Item 4. Controls and Procedures This section addresses the effectiveness of the company's disclosure controls and procedures and internal control over financial reporting, noting a material weakness in IT program change management - As of March 31, 2022, disclosure controls and procedures were deemed not effective due to a material weakness in internal control over financial reporting related to IT program change management[185][187] - Management is dedicating significant efforts and resources to remediate the identified material weakness throughout 2022[188] PART II. OTHER INFORMATION This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, and equity sales Item 1. Legal Proceedings The company is subject to various claims in the normal course of business but believes there are no pending or threatened claims that would have a material adverse effect on its financial position, liquidity, or results - The company is not aware of any pending or unasserted claims that would materially adversely affect its financial position, liquidity, or results[191] Item 1A. Risk Factors This section updates previously disclosed risk factors, emphasizing new and ongoing risks related to international operations, geopolitical crises (specifically the Russian invasion of Ukraine), the lingering impacts of the COVID-19 pandemic, and inflation - International expansion creates operational challenges, including geopolitical crises like the Russian invasion of Ukraine, which could disrupt operations, impact employees, and affect global markets[193][195][196][197] - The company has a significant development center in Kyiv, Ukraine, and the ongoing conflict poses risks to personnel, infrastructure, and could lead to increased cybersecurity incidents[196][197] - The COVID-19 pandemic continues to present uncertainty, potentially impacting revenue growth rates, global supply chains, and operational disruptions due to remote work and employee health[198] - Inflation could adversely affect liquidity, business, financial condition, and results of operations by increasing costs and potentially decreasing customer spending[200] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section reports on the company's unregistered sales of equity securities and the use of proceeds, noting no significant activity in January or March 2022, and a minimal purchase in February 2022 - No unregistered equity securities were sold, and no proceeds were used during the reporting period[202] Unregistered Sales of Equity Securities | Month | Total number of shares purchased (in thousands) | Average price paid per share | | :------------ | :---------------------------------------------- | :--------------------------- | | January 2022 | — | — | | February 2022 | 1 | $3.22 | | March 2022 | — | — | | Total | 1 | $3.22 | Item 3. Defaults Upon Senior Securities The company reported no defaults upon senior securities during the period - No defaults upon senior securities were reported[202] Item 4. Mine Safety Disclosures The company has no mine safety disclosures to report - No mine safety disclosures are applicable[202] Item 5. Other Information This section indicates that there is no other information to report beyond what is already disclosed - No other information is reported in this section[202] Item 6. Exhibits This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including various agreements, corporate documents, certifications, and XBRL-related files - The exhibit index includes the Asset Purchase Agreement for Feedonomics, corporate organizational documents, the Indenture for Convertible Senior Notes, Capped Call Confirmation, and certifications from executive officers[205][204] - XBRL instance, schema, calculation, definition, and presentation linkbase documents are also included[204][207] SIGNATURES This section contains the official signatures of the company's executive officers, certifying the accuracy of the report - The report is signed by Brent Bellm, President and Chief Executive Officer, and Robert Alvarez, Chief Financial Officer, on May 4, 2022[210]