EX-99.1 4 bigc-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

Commerce Announces Second Quarter 2025 Financial Results

 

Second Quarter Total Revenue of $84.4 Million, an Increase of 3% Versus Prior Year. Total ARR of $354.6 Million, an Increase of 3% Versus Prior Year. Enterprise ARR of $269.3 Million, an Increase of 6% Versus Prior Year
 

AUSTIN, Texas – July 31, 2025 – Commerce.com, Inc. (Nasdaq: BIGC) (formerly BigCommerce Holdings, Inc.), a provider of an open, intelligent ecosystem of technology solutions that empower businesses to unlock data potential and deliver seamless, personalized experiences at scale, today announced financial results for its second quarter ended June 30, 2025. Earlier this morning, BigCommerce announced the launch of its new parent brand, Commerce, and that it has officially changed its corporate name to Commerce.com, Inc. (“Commerce” or the “Company”), unifying BigCommerce, Feedonomics and Makeswift to power the next era of agentic commerce. In connection with the name change and rebranding, the Company will change its ticker to the symbol “CMRC” on the Nasdaq Global Market effective on or about August 1, 2025.

 

“The second quarter was a defining period for our company, and today we mark an important milestone as we reintroduce ourselves as Commerce,” said Travis Hess, CEO of Commerce. “The strategy, product and go-to-market engine we have built over the past year came together behind a singular focus: powering an AI-driven commerce ecosystem at scale. Our transformation phase is over. We have moved fully into execution and growth.”

 

 

Second Quarter Financial Highlights:

Total revenue was $84.4 million, up 3% compared to the second quarter of 2024.
Total annual revenue run-rate (“ARR”) as of June 30, 2025 was $354.6 million, up 3% compared to June 30, 2024.
Subscription solutions revenue was $63.7 million, up 3% compared to the second quarter of 2024.
ARR from accounts with at least one enterprise plan (“Enterprise Accounts”) was $269.3 million as of June 30, 2025, up 6% from June 30, 2024.
ARR from Enterprise Accounts as a percent of total ARR was 76% as of June 30, 2025, compared to 73% as of June 30, 2024.
GAAP gross margin was 79%, compared to 76% in the second quarter of 2024. Non-GAAP gross margin was 80%, compared to 77% in the second quarter of 2024.

 

 

Other Key Business Metrics

Number of enterprise accounts was 5,803, down 3% compared to the second quarter of 2024.
Average revenue per account (“ARPA”) of enterprise accounts was $46,403, up 9% compared to the second quarter of 2024.
Revenue in the United States grew by 3% compared to the second quarter of 2024.
Revenue in EMEA grew by 7% and revenue in APAC declined by 4% compared to the second quarter of 2024.

 

 

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

GAAP loss from operations was ($6.8) million, compared to ($13.5) million in the second quarter of 2024.
Included in GAAP loss from operations was a restructuring charge of $1.6 million.

 


Exhibit 99.1

Non-GAAP operating income was $4.8 million, compared to $1.9 million in the second quarter of 2024.

 

 

Net Income (Loss) and Earnings Per Share

GAAP net loss was ($8.4) million, compared to ($11.3) million in the second quarter of 2024.
Non-GAAP net income was $3.2 million or 4% of revenue, compared to $4.1 million or 5% of revenue in the second quarter of 2024.
GAAP basic net loss per share was ($0.10) based on 80.1 million shares of common stock, compared to ($0.15) based on 77.5 million shares of common stock in the second quarter of 2024.
Non-GAAP basic net income per share was $0.04 based on 80.1 million shares of common stock, compared to $0.05 based on 77.5 million shares of common stock in the second quarter of 2024.

 

Adjusted EBITDA

Adjusted EBITDA was $5.7 million, compared to $3.0 million in the second quarter of 2024.

 

Cash

Cash, cash equivalents, restricted cash, and marketable securities totaled $135.6 million as of June 30, 2025.
For the three months ended June 30, 2025, net cash provided by operating activities was $13.6 million, compared to $11.7 million provided by operating activities for the same period in 2024. We reported free cash flow of $11.9 million in the three months ended June 30, 2025.

 

 

Business Highlights:

 

Corporate Highlights

Former Adobe Fellow and Vice President of Technology Anil Kamath joined the Company’s Board of Directors.
In July, BigCommerce scored 24 out of 24 total medals in the 2025 Paradigm B2B Combines for Digital Commerce Solutions (Enterprise and Midmarket Editions) for the third consecutive year. The Company advanced its rankings in five categories in both Editions and achieved more Gold medals in Midmarket than other platforms.
In July, BigCommerce also announced the launch of the B2B Quick Start Accelerator, a partner-led implementation program built to help mid-market B2B sellers launch faster, reduce risk and realize ROI sooner.
TrustRadius recognized Commerce with a 2025 Top Rated Award for ecommerce, based on the Company’s strong customer reviews.

 

 

Customer Highlights

Minerva Beauty, a large salon and spa equipment showroom in the United States, launched a new storefront in partnership with Commerce agency partner Forix, featuring a custom shipping app that improves service and transparency for clients.

 


Exhibit 99.1

Great Star Tools, a leading manufacturer of innovative hand and power tools, used Commerce’s Multi-Storefront functionality to build B2B and B2C sites for its companies Primeline Parts and Arrow Tool Group.
Belami e-Commerce, a fast-growing online retailer and ecommerce services provider launched three storefronts on Catalyst and Makeswift using Commerce’s Multi-Storefront functionality and leveraging Commerce’s integration with PayPal Fastlane.
NanoTemper Technologies, a manufacturer of high-quality biophysical instruments and solutions that deliver reliable, precise results to customers, primarily laboratories, across Europe and the United States, launched a new storefront using Commerce’s B2B Edition.
Bright SG, a software company that provides cloud-based solutions for accounting, payroll, and HR to businesses across the UK and Ireland, worked with Commerce partner Brave Bison to implement a custom recurring payment solution using Stripe and Bright’s ERP system, Maxio, along with a custom WordPress integration.

 

 

Partner Highlights

In June, Commerce announced their customers now have access to cutting-edge AI-powered search engine Perplexity to optimize visibility and relevance for brands in AI search results. Commerce now provides Perplexity with pre-optimized, structured product data, ensuring that the LLM understands and recognizes merchants’ products, leading to superior search results that favor the brand.
In July, Commerce announced a deepened partnership with Google Cloud to accelerate merchant performance using Google Cloud's next-generation AI tools.
In July, Commerce announced the launch of a powerful ecommerce accelerator purpose-built for the UK building materials industry. Developed in collaboration with leading digital agency Brave Bison, Product Information Management technology provider Pimberly, and construction industry consultant The Journey, the “Branch of the Future” accelerator provides building merchants with a comprehensive toolkit to digitize operations, meet the expectations of next-generation buyers and future-proof their businesses.

 

 

Q3 and 2025 Financial Outlook:

 

For the third quarter of 2025, we currently expect:

Total revenue between $85 million to $87 million.
Non-GAAP operating income is expected to be between $2.3 million to $3.3 million.

 

For the full year 2025, we currently expect:

Total revenue between $339.6 million and $346.6 million.
Non-GAAP operating income between $19 million and $25 million.

 

 

Our third 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, and similarly cannot provide a reconciliation between its forecasted Non-GAAP operating income and Non-GAAP income per share and these comparable GAAP measures without unreasonable effort due to the

 


Exhibit 99.1

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

 

The financial results and business highlights will be discussed on a conference call and webcast scheduled at 7:00 a.m. CT (8:00 a.m. ET) on Thursday, July 31, 2025. 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 “Commerce conference call.” The live webcast of the conference call can be accessed from Commerce’s investor relations website at http://investors.bigcommerce.com.


Following the completion of the call through 11:59 p.m. ET on Thursday, August 7, 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 7863771. A webcast replay will also be available at
http://investors.bigcommerce.com for 12 months.

About Commerce

 

Commerce empowers businesses to innovate, grow, and thrive by providing an open, AI-driven commerce ecosystem. As the parent company of BigCommerce, Feedonomics, and Makeswift, Commerce connects the tools and systems that power growth, enabling businesses to unlock the full potential of their data, deliver seamless and personalized experiences across every channel, and adapt swiftly to an ever-changing market. Trusted by leading businesses like Coldwater Creek, Cole Haan, Harvey Nichols, King Arthur Baking Co., Melissa & Doug, Mizuno, Patagonia, Perry Ellis, Puma, SportsShoes, and Uplift Desk, Commerce delivers the storefront control, optimized data, and AI-ready tools businesses need to grow, serve diverse buyers, and operate with confidence in an increasingly intelligent, multi-surface world. For more information, visit commerce.com or follow us on X and LinkedIn.

 

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 ability to successfully execute our rebranding initiative, our increased focus on AI enablement, market size and growth strategy, our estimated and projected costs, margins, revenue, expenditures and customer and financial growth rates, our Q3 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, 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

 


Exhibit 99.1

Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2024 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 Commerce at the time those statements are made and/or management's good faith belief as of that time with respect to future events. Commerce 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 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.

 

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 (collectively “Enterprise Accounts”). 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 average revenue per account ("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 gross merchandise volume ("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

 


Exhibit 99.1

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 notes 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

We define Non-GAAP Basic and Dilutive 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 cash paid for website domain name and GAAP purchases of property, equipment, leasehold improvements and capitalized internal-use software (Capital Expenditures). The most directly comparable GAAP measure is our cash flow provided by (used in) operating activities.

 

BigCommerce,® the Commerce logo, and other brands are the trademarks or registered trademarks of BigCommerce Pty. Ltd. Third-party trademarks and service marks are the property of their respective owner.

 

 

Media Relations Contact Investor Relations Contact

Brad Hem Tyler Duncan

PR@Commerce.com InvestorRelations@Commerce.com

 

 

 

 

 


Exhibit 99.1

Commerce.com, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

 

 

 

June 30,

 

 

December 31,

 

 

 

2025

 

 

2024

 

 

 

(unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

    Cash and cash equivalents

 

$

46,265

 

 

$

88,877

 

    Restricted cash

 

 

1,164

 

 

 

1,479

 

    Marketable securities

 

 

88,190

 

 

 

89,283

 

    Accounts receivable, net

 

 

51,767

 

 

 

48,117

 

    Prepaid expenses and other assets, net

 

 

14,722

 

 

 

14,641

 

    Deferred commissions

 

 

7,556

 

 

 

8,822

 

Total current assets

 

 

209,664

 

 

 

251,219

 

Property and equipment, net

 

 

8,983

 

 

 

9,128

 

Operating lease, right-of-use-assets

 

 

7,114

 

 

 

1,993

 

Prepaid expenses and other assets, net of current portion

 

 

5,797

 

 

 

3,146

 

Deferred commissions, net of current portion

 

 

4,143

 

 

 

5,559

 

Intangible assets, net

 

 

14,906

 

 

 

17,317

 

Goodwill

 

 

51,927

 

 

 

51,927

 

Total assets

 

$

302,534

 

 

$

340,289

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

    Accounts payable

 

$

8,775

 

 

$

7,018

 

    Accrued liabilities

 

 

3,464

 

 

 

3,194

 

    Deferred revenue

 

 

55,738

 

 

 

46,590

 

    Operating lease liabilities

 

 

1,766

 

 

 

2,438

 

    Other liabilities

 

 

28,538

 

 

 

28,766

 

Total current liabilities

 

 

98,281

 

 

 

88,006

 

Convertible notes

 

 

157,545

 

 

 

216,466

 

Operating lease liabilities, net of current portion

 

 

6,709

 

 

 

1,680

 

Other liabilities, net of current portion

 

 

1,233

 

 

 

768

 

Total liabilities

 

 

263,768

 

 

 

306,920

 

Stockholders’ equity

 

 

 

 

 

 

    Common stock

 

 

7

 

 

 

7

 

    Additional paid-in capital

 

 

669,068

 

 

 

654,905

 

    Accumulated other comprehensive income

 

 

114

 

 

 

145

 

    Accumulated deficit

 

 

(630,423

)

 

 

(621,688

)

Total stockholders’ equity

 

 

38,766

 

 

 

33,369

 

Total liabilities and stockholders’ equity

 

$

302,534

 

 

$

340,289

 

 

 


Exhibit 99.1

Commerce.com, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

 

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue

 

$

84,433

 

 

$

81,829

 

 

$

166,803

 

 

$

162,189

 

Cost of revenue (1)

 

 

17,739

 

 

 

19,811

 

 

 

34,723

 

 

 

38,250

 

Gross profit

 

 

66,694

 

 

 

62,018

 

 

 

132,080

 

 

 

123,939

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing(1)

 

 

35,071

 

 

 

34,425

 

 

 

65,437

 

 

 

66,857

 

Research and development(1)

 

 

18,310

 

 

 

20,287

 

 

 

37,516

 

 

 

40,275

 

General and administrative(1)

 

 

15,855

 

 

 

15,436

 

 

 

29,499

 

 

 

30,365

 

Amortization of intangible assets

 

 

2,520

 

 

 

2,452

 

 

 

4,855

 

 

 

4,919

 

Acquisition related costs

 

 

111

 

 

 

334

 

 

 

444

 

 

 

667

 

Restructuring charges

 

 

1,614

 

 

 

2,572

 

 

 

3,526

 

 

 

2,572

 

Total operating expenses

 

 

73,481

 

 

 

75,506

 

 

 

141,277

 

 

 

145,655

 

Loss from operations

 

 

(6,787

)

 

 

(13,488

)

 

 

(9,197

)

 

 

(21,716

)

Gain on convertible note extinguishment

 

 

0

 

 

 

0

 

 

 

3,931

 

 

 

0

 

Interest income

 

 

1,171

 

 

 

3,196

 

 

 

2,471

 

 

 

6,374

 

Interest expense

 

 

(2,522

)

 

 

(720

)

 

 

(5,065

)

 

 

(1,440

)

Other expense

 

 

(23

)

 

 

(111

)

 

 

(130

)

 

 

(443

)

Loss before provision for income taxes

 

 

(8,161

)

 

 

(11,123

)

 

 

(7,990

)

 

 

(17,225

)

Provision for income taxes

 

 

(221

)

 

 

(132

)

 

 

(745

)

 

 

(422

)

Net loss

 

$

(8,382

)

 

$

(11,255

)

 

$

(8,735

)

 

$

(17,647

)

Basic net loss per share

 

$

(0.10

)

 

$

(0.15

)

 

$

(0.11

)

 

$

(0.23

)

Shares used to compute basic net loss per share

 

 

80,122

 

 

 

77,456

 

 

 

79,482

 

 

 

77,041

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Cost of revenue

 

$

720

 

 

$

1,028

 

 

$

1,466

 

 

$

1,684

 

Sales and marketing

 

 

1,820

 

 

 

3,138

 

 

 

3,595

 

 

 

5,005

 

Research and development

 

 

2,740

 

 

 

3,273

 

 

 

5,782

 

 

 

6,749

 

General and administrative

 

 

2,045

 

 

 

2,582

 

 

 

1,901

 

 

 

5,174

 

 

 


Exhibit 99.1

Commerce.com, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(8,382

)

 

$

(11,255

)

 

$

(8,735

)

 

$

(17,647

)

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

 

 

 

 

 

 

 

 

 

 

 

    Depreciation and amortization expense

 

3,845

 

 

 

3,512

 

 

 

8,126

 

 

 

6,998

 

    Amortization of discount on convertible notes

 

165

 

 

 

497

 

 

 

352

 

 

 

994

 

    Amortization of premium on convertible notes

 

(408

)

 

 

0

 

 

 

(810

)

 

 

0

 

    Stock-based compensation expense

 

7,236

 

 

 

10,009

 

 

 

12,445

 

 

 

18,397

 

    Provision for expected credit losses

 

1,598

 

 

 

850

 

 

 

2,528

 

 

 

1,713

 

    Gain on convertible notes extinguishment

 

0

 

 

 

0

 

 

 

(3,931

)

 

 

0

 

    Other

 

0

 

 

 

(37

)

 

 

0

 

 

 

(37

)

    Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

      Accounts receivable

 

(9,005

)

 

 

(6,790

)

 

 

(5,985

)

 

 

(9,378

)

      Prepaid expenses and other assets

 

2,159

 

 

 

3,935

 

 

 

(2,925

)

 

 

(1,025

)

      Deferred commissions

 

747

 

 

 

(402

)

 

 

2,682

 

 

 

(191

)

      Accounts payable

 

444

 

 

 

(356

)

 

 

1,122

 

 

 

(1,245

)

      Accrued and other liabilities

 

8,078

 

 

 

4,168

 

 

 

(59

)

 

 

(433

)

      Deferred revenue

 

7,080

 

 

 

7,607

 

 

 

9,148

 

 

 

10,175

 

    Net cash provided by operating activities

 

13,557

 

 

 

11,738

 

 

 

13,958

 

 

 

8,321

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

Cash paid for website domain name

 

0

 

 

 

0

 

 

 

(2,444

)

 

 

0

 

Cash paid for acquisition

 

0

 

 

 

(100

)

 

 

0

 

 

 

(100

)

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

 

(1,651

)

 

 

(1,064

)

 

 

(2,476

)

 

 

(1,870

)

Maturity of marketable securities

 

13,000

 

 

 

62,525

 

 

 

41,579

 

 

 

91,965

 

Purchase of marketable securities

 

(32,572

)

 

 

(1,037

)

 

 

(40,517

)

 

 

(36,602

)

    Net cash provided by (used in) investing activities

 

(21,223

)

 

 

60,324

 

 

 

(3,858

)

 

 

53,393

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

Proceeds from exercise of stock options

 

1,973

 

 

 

271

 

 

 

3,069

 

 

 

1,245

 

Taxes paid related to net share settlement of stock options

 

(126

)

 

 

0

 

 

 

(1,351

)

 

 

(1,325

)

Payment of convertible note issuance costs

 

0

 

 

0

 

 

 

(217

)

 

0

 

Repayment of convertible notes and financing obligation

 

0

 

 

 

(137

)

 

 

(54,528

)

 

 

(271

)

    Net cash provided by (used in) financing activities

 

1,847

 

 

 

134

 

 

 

(53,027

)

 

 

(351

)

Net change in cash and cash equivalents and restricted cash

 

(5,819

)

 

 

72,196

 

 

 

(42,927

)

 

 

61,363

 

Cash and cash equivalents and restricted cash, beginning of period

 

53,248

 

 

 

62,012

 

 

 

90,356

 

 

 

72,845

 

Cash and cash equivalents and restricted cash, end of period

$

47,429

 

 

$

134,208

 

 

$

47,429

 

 

$

134,208

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

 

 

 

    Cash paid for interest

$

0

 

 

$

6

 

 

$

5,685

 

 

$

445

 

    Cash paid for taxes

$

259

 

 

$

42

 

 

$

479

 

 

$

182

 

    Right-of-use asset obtained in exchange for new operating lease liability

$

0

 

 

$

0

 

 

$

5,516

 

 

$

0

 

Noncash investing and financing activities:

 

 

 

 

 

 

 

 

 

 

 

    Capital additions, accrued but not paid

$

735

 

 

$

117

 

 

$

735

 

 

$

117

 

    Fair value of shares issued as consideration for acquisition

$

0

 

 

$

248

 

 

$

0

 

 

$

248

 

 

 


Exhibit 99.1

Commerce.com, Inc.

Disaggregation of Revenue

 

Disaggregated Revenue:

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

(in thousands)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Subscription solutions

 

$

63,656

 

 

$

61,796

 

 

$

125,769

 

 

$

122,755

 

Partner and services

 

 

20,777

 

 

 

20,033

 

 

 

41,034

 

 

 

39,434

 

Revenue

 

$

84,433

 

 

$

81,829

 

 

$

166,803

 

 

$

162,189

 

 

Revenue by Geography:

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

(in thousands)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

64,405

 

 

$

62,428

 

 

$

127,026

 

 

$

123,567

 

EMEA

 

 

9,889

 

 

 

9,281

 

 

 

19,854

 

 

 

18,473

 

APAC

 

 

6,118

 

 

 

6,343

 

 

 

12,043

 

 

 

12,597

 

Rest of World

 

 

4,021

 

 

 

3,777

 

 

 

7,880

 

 

 

7,552

 

Revenue

 

$

84,433

 

 

$

81,829

 

 

$

166,803

 

 

$

162,189

 

 

 

 

 

 

 

 

 

 

 

 


Exhibit 99.1

Commerce.com, Inc

Reconciliation of GAAP to Non-GAAP Results

(in thousands, except per share amounts)

(unaudited)

 

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

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

84,433

 

 

$

81,829

 

 

$

166,803

 

 

$

162,189

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

$

(6,787

)

 

$

(13,488

)

 

$

(9,197

)

 

$

(21,716

)

 

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

7,325

 

 

 

10,021

 

 

 

12,744

 

 

 

18,612

 

 

Amortization of intangible assets

 

 

2,520

 

 

 

2,452

 

 

 

4,855

 

 

 

4,919

 

 

Acquisition related costs

 

 

111

 

 

 

334

 

 

 

444

 

 

 

667

 

 

Restructuring charges

 

 

1,614

 

 

 

2,572

 

 

 

3,526

 

 

 

2,572

 

 

Non-GAAP operating income

 

$

4,783

 

 

$

1,891

 

 

$

12,372

 

 

$

5,054

 

 

Non-GAAP operating income as a percentage of revenue

 

 

5.7

 

%

 

2.3

 

%

 

7.4

 

%

 

3.1

 

%

 

 

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

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

84,433

 

 

$

81,829

 

 

$

166,803

 

 

$

162,189

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(8,382

)

 

$

(11,255

)

 

$

(8,735

)

 

$

(17,647

)

 

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

7,325

 

 

 

10,021

 

 

 

12,744

 

 

 

18,612

 

 

Amortization of intangible assets

 

 

2,520

 

 

 

2,452

 

 

 

4,855

 

 

 

4,919

 

 

Acquisition related costs

 

 

111

 

 

 

334

 

 

 

444

 

 

 

667

 

 

Restructuring charges

 

 

1,614

 

 

 

2,572

 

 

 

3,526

 

 

 

2,572

 

 

Gain on convertible notes extinguishment

 

 

0

 

 

 

0

 

 

 

(3,931

)

 

 

0

 

 

Non-GAAP net income

 

$

3,188

 

 

$

4,124

 

 

$

8,903

 

 

$

9,123

 

 

Basic net loss per share

 

$

(0.10

)

 

$

(0.15

)

 

$

(0.11

)

 

$

(0.23

)

 

Non-GAAP basic net income per share

 

$

0.04

 

 

$

0.05

 

 

$

0.11

 

 

$

0.12

 

 

Non-GAAP diluted net income per share

 

$

0.04

 

 

$

0.05

 

 

$

0.11

 

 

$

0.12

 

 

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

 

 

80,122

 

 

 

77,456

 

 

 

79,482

 

 

 

77,041

 

 

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

 

 

80,988

 

 

 

79,291

 

 

 

80,660

 

 

 

79,085

 

 

Non-GAAP net income as a percentage of revenue

 

 

3.8

 

%

 

5.0

 

%

 

5.3

 

%

 

5.6

 

%

 

 


Exhibit 99.1

Reconciliation of net loss to adjusted EBITDA:

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

84,433

 

 

$

81,829

 

 

$

166,803

 

 

$

162,189

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(8,382

)

 

$

(11,255

)

 

$

(8,735

)

 

$

(17,647

)

 

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

7,325

 

 

 

10,021

 

 

 

12,744

 

 

 

18,612

 

 

Amortization of intangible assets

 

 

2,520

 

 

 

2,452

 

 

 

4,855

 

 

 

4,919

 

 

Acquisition related costs

 

 

111

 

 

 

334

 

 

 

444

 

 

 

667

 

 

Restructuring charges

 

 

1,614

 

 

 

2,572

 

 

 

3,526

 

 

 

2,572

 

 

Depreciation

 

 

946

 

 

 

1,060

 

 

 

2,190

 

 

 

2,079

 

 

Gain on convertible notes extinguishment

 

 

0

 

 

 

0

 

 

 

(3,931

)

 

 

0

 

 

Interest income

 

 

(1,171

)

 

 

(3,196

)

 

 

(2,471

)

 

 

(6,374

)

 

Interest expense

 

 

2,522

 

 

 

720

 

 

 

5,065

 

 

 

1,440

 

 

Other expenses

 

 

23

 

 

 

111

 

 

 

130

 

 

 

443

 

 

Provision for income taxes

 

 

221

 

 

 

132

 

 

 

745

 

 

 

422

 

 

Adjusted EBITDA

 

$

5,729

 

 

$

2,951

 

 

$

14,562

 

 

$

7,133

 

 

Adjusted EBITDA as a percentage of revenue

 

 

6.8

 

%

 

3.6

 

%

 

8.7

 

%

 

4.4

 

%

 

 

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

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

84,433

 

 

$

81,829

 

 

$

166,803

 

 

$

162,189

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

$

17,739

 

 

$

19,811

 

 

$

34,723

 

 

$

38,250

 

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

720

 

 

 

1,028

 

 

 

1,466

 

 

 

1,684

 

 

Non-GAAP cost of revenue

 

$

17,019

 

 

$

18,783

 

 

$

33,257

 

 

$

36,566

 

 

As a percentage of revenue

 

 

20.2

 

%

 

23.0

 

%

 

19.9

 

%

 

22.5

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Exhibit 99.1

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

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

84,433

 

 

$

81,829

 

 

$

166,803

 

 

$

162,189

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

$

35,071

 

 

$

34,425

 

 

$

65,437

 

 

$

66,857

 

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

1,820

 

 

 

3,138

 

 

 

3,595

 

 

 

5,005

 

 

Non-GAAP sales and marketing

 

$

33,251

 

 

$

31,287

 

 

$

61,842

 

 

$

61,852

 

 

As a percentage of revenue

 

 

39.4

 

%

 

38.2

 

%

 

37.1

 

%

 

38.1

 

%

 

 

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

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

84,433

 

 

$

81,829

 

 

$

166,803

 

 

$

162,189

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

18,310

 

 

$

20,287

 

 

$

37,516

 

 

$

40,275

 

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

2,740

 

 

 

3,273

 

 

 

5,782

 

 

 

6,749

 

 

Non-GAAP research and development

 

$

15,570

 

 

$

17,014

 

 

$

31,734

 

 

$

33,526

 

 

As a percentage of revenue

 

 

18.4

 

%

 

20.8

 

%

 

19.0

 

%

 

20.7

 

%

 

 

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

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

84,433

 

 

$

81,829

 

 

$

166,803

 

 

$

162,189

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General & administrative

 

$

15,855

 

 

$

15,436

 

 

$

29,499

 

 

$

30,365

 

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

2,045

 

 

 

2,582

 

 

 

1,901

 

 

 

5,174

 

 

Non-GAAP general & administrative

 

$

13,810

 

 

$

12,854

 

 

$

27,598

 

 

$

25,191

 

 

As a percentage of revenue

 

 

16.4

 

%

 

15.7

 

%

 

16.5

 

%

 

15.5

 

%

 

 

 

 

 

 

 

 

 


Exhibit 99.1

Reconciliation of net cash provided by operating activities to free cash flow:

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

13,557

 

 

$

11,738

 

 

$

13,958

 

 

$

8,321

 

Cash paid for website domain name

 

 

0

 

 

 

0

 

 

 

(2,444

)

 

 

0

 

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

 

 

(1,651

)

 

 

(1,064

)

 

 

(2,476

)

 

 

(1,870

)

Free cash flow

 

$

11,906

 

 

$

10,674

 

 

$

9,038

 

 

$

6,451