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Commerce Announces Third Quarter 2025 Financial Results

 

Third Quarter Total Revenue of $86.0 Million, an Increase of 3% Versus Prior Year. Total ARR of $355.7 Million, an Increase of 2% Versus Prior Year. Enterprise ARR of $269.2 Million, an Increase of 5% Versus Prior Year
 

AUSTIN, Texas – November 6, 2025 – Commerce.com, Inc. (Nasdaq: CMRC) (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 third quarter ended September 30, 2025.

 

“The third quarter marked another strong step forward in our transformation, with revenue in line with guidance and profitability and cash flow exceeding expectations,” said Travis Hess, CEO of Commerce. “We are now squarely in execution mode, scaling sustainable growth across core offerings and leaning into strategic partnerships with AI leaders like Perplexity, Google, and PayPal to power agentic commerce. As buyer behavior shifts, our differentiated approach, flexible platform, enriched data and AI-enabled experiences, are driving real momentum across B2B and B2C.”

 

Third Quarter Financial Highlights:

Total revenue was $86.0 million, up 3% compared to the three months ended September 30, 2024.
Total annual revenue run-rate (“ARR”) as of September 30, 2025 was $355.7 million, up 2% compared to September 30, 2024.
Subscription solutions revenue was $64.7 million, up 3% compared to the three months ended September 30,2024.
ARR from accounts with at least one enterprise plan (“Enterprise Accounts”) was $269.2 million as of September 30, 2025, up 5% from September 30, 2024.
ARR from Enterprise Accounts as a percent of total ARR was 76% as of September 30, 2025, compared to 74% as of September 30, 2024.
GAAP gross margin was 78%, compared to 76% in the three months ended September 30,2024. Non-GAAP gross margin was 79%, compared to 78% in the three months ended September 30,of 2024.

 

 

Other Key Business Metrics

Number of enterprise accounts was 5,751, down 2% compared to the three months ended September 30, 2024.
Average revenue per account (“ARPA”) of enterprise accounts was $46,806, up 7% compared to the three months ended September 30, 2024.
Revenue in the United States grew by 2% compared to the three months ended September 30, 2024.
Revenue in EMEA grew by 9% and revenue in APAC declined by 3% compared to the three months ended September 30, 2024.

 

 

Loss from Operations and Non-GAAP Operating Income

GAAP loss from operations was ($0.4) million, compared to ($19.2) million in the three months ended September 30, 2024.
Non-GAAP operating income was $8.0 million, compared to $4.3 million in the three months ended September 30, 2024.

 


 

 

GAAP Net Loss, Non-GAAP Net Income and Earnings Per Share

GAAP net loss was ($2.2) million, compared to ($7.0) million in the three months ended September 30, 2024.
Non-GAAP net income was $6.2 million or 7% of revenue, compared to $4.4 million or 5% of revenue in the three months ended September 30, 2024.
GAAP basic net loss per share was ($0.03) based on 80.8 million shares of weighted average shares outstanding, compared to ($0.09) based on 77.9 million shares of weighted average shares outstanding in the three months ended September 30, 2024.
Non-GAAP basic net income per share was $0.08 based on 80.8 million shares of weighted average shares outstanding, compared to $0.06 based on 77.9 million shares of weighted average shares outstanding in the three months ended September 30, 2024.

 

Adjusted EBITDA

Adjusted EBITDA was $8.8 million, compared to $5.4 million in the three months ended September 30, 2024.

 

Cash

Cash, cash equivalents, restricted cash, and marketable securities totaled $143.2 million as of September 30, 2025.
In the three months ended September 30, 2025, net cash provided by operating activities was $10.6 million, compared to $5.6 million provided by operating activities for the same period in 2024. We reported free cash flow of $7.6 million in the three months ended September 30, 2025.

 

 

Business Highlights:

 

Corporate Highlights

The Company announced the availability of Feedonomics Surface, a new solution that simplifies and automates the process of connecting product catalogs to important advertising channels like Google Shopping and Meta. Feedonomics Surface provides Feedonomics' powerful data optimization and automation tools directly to merchants so they can improve their return on advertising spending with a stronger data feed.
The Company announced a new embedded payment processing solution available exclusively to BigCommerce merchants. Powered by PayPal, BigCommerce Payments is slated for a U.S. launch in 2026, with international expansion planned in subsequent phases.
The Company announced a new agentic commerce feature with seamless agentic checkout through Commerce’s integration with PayPal, enabling pilot merchants to participate in seamless agentic checkout experiences.
The Company announced it is releasing two new Feedonomics applications in the Shopify App Store: Feedonomics for Advertising and Feedonomics for Listings & Orders. These apps provide a robust, formalized foundation that empowers merchants and partners to manage complex, cross-platform operations and scale their business with greater ease.

 

 

 


Customer Highlights

Mountain Warehouse, a leading outdoor clothing and equipment retailer, launched its European Union storefront with additional storefronts planned. Mountain Warehouse built a composable storefront with Catalyst and featuring multi-storefront, custom checkout and multi-language functionality.
LCA Franchising, a laser, skin care & cosmetic clinic, launched four Catalyst storefronts across Australia, New Zealand, UK and Canada, leveraging BigCommerce agency partner Aligent.
F&C Distributors launched its first B2B ecommerce store, updating its operations which had previously been done entirely offline. They integrated with Quickbooks using Webgility and are now working on launching two B2C stores.
DriveDen, one of the UK’s leading retailers of premium car travel accessories, has become one of the first businesses in the country to launch an ecommerce site on Catalyst, the next generation storefront technology from leading ecommerce platform BigCommerce. The project was delivered in partnership with Nottingham-based digital agency Rusty Monkey.

 

 

Q4 and 2025 Financial Outlook:

 

For the fourth quarter of 2025, we currently expect:

Total revenue between $87.8 million to $92.8 million.
Non-GAAP operating income is expected to be between $4.3 million to $9.3 million.

 

For the full year 2025, we currently expect:

Total revenue between $340.6 million and $345.6 million.
Non-GAAP operating income between $24.7 million and $29.7 million.

 

 

Our fourth 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 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, November 6, 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.commerce.com.


Following the completion of the call through 11:59 p.m. ET on Thursday, November 13, 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 6059610. A webcast replay will also be available at
http://investors.commerce.com for 12 months.

 


About Commerce

 

Commerce (Nasdaq: CMRC) 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., Mizuno, Perry Ellis, 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 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

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 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 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

 

 

 

 

 


Commerce.com, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

 

 

 

September 30,

 

 

December 31,

 

 

 

2025

 

 

2024

 

 

 

(unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

    Cash and cash equivalents

 

$

49,912

 

 

$

88,877

 

    Restricted cash

 

 

1,164

 

 

 

1,479

 

    Marketable securities

 

 

92,114

 

 

 

89,283

 

    Accounts receivable, net

 

 

48,234

 

 

 

48,117

 

    Prepaid expenses and other assets, net

 

 

17,720

 

 

 

14,641

 

    Deferred commissions

 

 

6,808

 

 

 

8,822

 

Total current assets

 

 

215,952

 

 

 

251,219

 

Property and equipment, net

 

 

11,196

 

 

 

9,128

 

Operating lease, right-of-use-assets

 

 

7,470

 

 

 

1,993

 

Prepaid expenses and other assets, net of current portion

 

 

6,181

 

 

 

3,146

 

Deferred commissions, net of current portion

 

 

3,733

 

 

 

5,559

 

Intangible assets, net

 

 

13,006

 

 

 

17,317

 

Goodwill

 

 

51,927

 

 

 

51,927

 

Total assets

 

$

309,465

 

 

$

340,289

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

    Accounts payable

 

$

9,530

 

 

$

7,018

 

    Accrued liabilities

 

 

4,485

 

 

 

3,194

 

    Deferred revenue

 

 

59,179

 

 

 

46,590

 

    Operating lease liabilities

 

 

1,540

 

 

 

2,438

 

    Other liabilities

 

 

26,258

 

 

 

28,766

 

Total current liabilities

 

 

100,992

 

 

 

88,006

 

Convertible notes

 

 

157,298

 

 

 

216,466

 

Operating lease liabilities, net of current portion

 

 

7,047

 

 

 

1,680

 

Other liabilities, net of current portion

 

 

1,293

 

 

 

768

 

Total liabilities

 

 

266,630

 

 

 

306,920

 

Stockholders’ equity

 

 

 

 

 

 

    Common stock

 

 

7

 

 

 

7

 

    Additional paid-in capital

 

 

675,285

 

 

 

654,905

 

    Accumulated other comprehensive income

 

 

209

 

 

 

145

 

    Accumulated deficit

 

 

(632,666

)

 

 

(621,688

)

Total stockholders’ equity

 

 

42,835

 

 

 

33,369

 

Total liabilities and stockholders’ equity

 

$

309,465

 

 

$

340,289

 

 

 


Commerce.com, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

 

 

 

For the three months ended September 30,

 

 

For the nine months ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue

 

$

86,029

 

 

$

83,710

 

 

$

252,832

 

 

$

245,899

 

Cost of revenue (1)

 

 

18,595

 

 

 

19,863

 

 

 

53,318

 

 

 

58,113

 

Gross profit

 

 

67,434

 

 

 

63,847

 

 

 

199,514

 

 

 

187,786

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing(1)

 

 

36,281

 

 

 

33,140

 

 

 

101,718

 

 

 

99,997

 

Research and development(1)

 

 

17,464

 

 

 

20,841

 

 

 

54,980

 

 

 

61,116

 

General and administrative(1)

 

 

12,141

 

 

 

16,435

 

 

 

41,640

 

 

 

46,800

 

Amortization of intangible assets

 

 

1,900

 

 

 

2,434

 

 

 

6,755

 

 

 

7,353

 

Acquisition related costs

 

 

0

 

 

 

334

 

 

 

444

 

 

 

1,001

 

Restructuring charges

 

 

83

 

 

 

9,880

 

 

 

3,609

 

 

 

12,452

 

Total operating expenses

 

 

67,869

 

 

 

83,064

 

 

 

209,146

 

 

 

228,719

 

Loss from operations

 

 

(435

)

 

 

(19,217

)

 

 

(9,632

)

 

 

(40,933

)

Gain on convertible note extinguishment

 

 

0

 

 

 

12,110

 

 

 

3,931

 

 

 

12,110

 

Interest income

 

 

1,184

 

 

 

2,433

 

 

 

3,655

 

 

 

8,807

 

Interest expense

 

 

(2,478

)

 

 

(1,908

)

 

 

(7,543

)

 

 

(3,348

)

Other expense

 

 

(302

)

 

 

(142

)

 

 

(432

)

 

 

(585

)

Loss before provision for income taxes

 

 

(2,031

)

 

 

(6,724

)

 

 

(10,021

)

 

 

(23,949

)

Provision for income taxes

 

 

(212

)

 

 

(269

)

 

 

(957

)

 

 

(691

)

Net loss

 

$

(2,243

)

 

$

(6,993

)

 

$

(10,978

)

 

$

(24,640

)

Basic net loss per share

 

$

(0.03

)

 

$

(0.09

)

 

$

(0.14

)

 

$

(0.32

)

Shares used to compute basic net loss per share

 

 

80,756

 

 

 

77,869

 

 

 

79,911

 

 

 

77,319

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

For the three months ended September 30,

 

 

For the nine months ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Cost of revenue

 

$

577

 

 

$

1,114

 

 

$

2,043

 

 

$

2,798

 

Sales and marketing

 

 

1,718

 

 

 

3,327

 

 

 

5,313

 

 

 

8,332

 

Research and development

 

 

2,046

 

 

 

3,766

 

 

 

7,828

 

 

 

10,515

 

General and administrative

 

 

2,104

 

 

 

2,685

 

 

 

4,005

 

 

 

7,859

 

 

 


Commerce.com, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(2,243

)

 

$

(6,993

)

 

$

(10,978

)

 

$

(24,640

)

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

 

 

 

 

 

 

 

 

 

 

 

    Depreciation and amortization expense

 

2,725

 

 

 

3,484

 

 

 

10,851

 

 

 

10,482

 

    Amortization of discount on convertible notes

 

167

 

 

 

344

 

 

 

519

 

 

 

1,338

 

    Amortization of premium on convertible notes

 

(414

)

 

 

(240

)

 

 

(1,224

)

 

 

(240

)

    Stock-based compensation expense

 

6,327

 

 

 

10,159

 

 

 

18,772

 

 

 

28,556

 

    Provision for expected credit losses

 

(229

)

 

 

1,289

 

 

 

2,299

 

 

 

3,002

 

    Real estate and internal-use software charges

 

0

 

 

 

3,031

 

 

 

0

 

 

 

3,031

 

    Gain on lease modification

 

0

 

 

 

(988

)

 

 

0

 

 

 

(988

)

    Gain on convertible notes extinguishment

 

0

 

 

 

(12,110

)

 

 

(3,931

)

 

 

(12,110

)

    Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

      Accounts receivable

 

3,740

 

 

 

445

 

 

 

(2,245

)

 

 

(8,933

)

      Prepaid expenses and other assets

 

(3,359

)

 

 

2,041

 

 

 

(6,284

)

 

 

979

 

      Deferred commissions

 

1,158

 

 

 

389

 

 

 

3,840

 

 

 

198

 

      Accounts payable

 

1,012

 

 

 

1,022

 

 

 

2,134

 

 

 

(223

)

      Accrued and other liabilities

 

(1,772

)

 

 

(235

)

 

 

(1,831

)

 

 

(668

)

      Deferred revenue

 

3,441

 

 

 

3,935

 

 

 

12,589

 

 

 

14,110

 

    Net cash provided by operating activities

 

10,553

 

 

 

5,573

 

 

 

24,511

 

 

 

13,894

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

Cash paid for website domain name

 

0

 

 

 

0

 

 

 

(2,444

)

 

 

0

 

Cash paid for acquisition

 

0

 

 

 

0

 

 

 

0

 

 

 

(100

)

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

 

(2,967

)

 

 

(1,064

)

 

 

(5,443

)

 

 

(2,934

)

Maturity of marketable securities

 

40,500

 

 

 

59,670

 

 

 

82,079

 

 

 

151,635

 

Purchase of marketable securities

 

(44,329

)

 

 

(49,355

)

 

 

(84,846

)

 

 

(85,957

)

    Net cash provided by (used in) investing activities

 

(6,796

)

 

 

9,251

 

 

 

(10,654

)

 

 

62,644

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

Proceeds from exercise of stock options

 

440

 

 

 

238

 

 

 

3,509

 

 

 

1,483

 

Taxes paid related to net share settlement of stock options

 

(550

)

 

 

(1,086

)

 

 

(1,901

)

 

 

(2,411

)

Payment of convertible note issuance costs

 

0

 

 

 

(2,520

)

 

 

(217

)

 

 

(2,520

)

Repayment of convertible notes and financing obligation

 

0

 

 

 

(108,709

)

 

 

(54,528

)

 

 

(108,980

)

    Net cash used in financing activities

 

(110

)

 

 

(112,077

)

 

 

(53,137

)

 

 

(112,428

)

Net change in cash and cash equivalents and restricted cash

 

3,647

 

 

 

(97,253

)

 

 

(39,280

)

 

 

(35,890

)

Cash and cash equivalents and restricted cash, beginning of period

 

47,429

 

 

 

134,208

 

 

 

90,356

 

 

 

72,845

 

Cash and cash equivalents and restricted cash, end of period

$

51,076

 

 

$

36,955

 

 

$

51,076

 

 

$

36,955

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

 

 

 

    Cash paid for interest

$

0

 

 

$

2,018

 

 

$

5,685

 

 

$

2,463

 

    Cash paid for taxes

$

84

 

 

$

93

 

 

$

563

 

 

$

275

 

Noncash investing and financing activities:

 

 

 

 

 

 

 

 

 

 

 

    Capital additions, accrued but not paid

$

805

 

 

$

106

 

 

$

805

 

 

$

224

 

    Fair value of shares issued as consideration for acquisition

$

0

 

 

$

0

 

 

$

0

 

 

$

248

 

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

$

698

 

 

$

0

 

 

$

6,213

 

 

$

0

 

    Principal amount of 2028 Convertible Notes exchanged

$

0

 

 

$

150,000

 

 

$

0

 

 

$

150,000

 

 

 


Commerce.com, Inc.

Disaggregation of Revenue

Disaggregated Revenue:

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

(in thousands)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Subscription solutions

 

$

64,703

 

 

$

62,826

 

 

$

190,473

 

 

$

185,582

 

Partner and services

 

 

21,326

 

 

 

20,884

 

 

 

62,359

 

 

 

60,317

 

Revenue

 

$

86,029

 

 

$

83,710

 

 

$

252,832

 

 

$

245,899

 

 

Revenue by Geography:

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

(in thousands)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

65,199

 

 

$

63,682

 

 

$

192,019

 

 

$

187,249

 

EMEA

 

 

10,597

 

 

 

9,709

 

 

 

30,566

 

 

 

28,182

 

APAC

 

 

6,220

 

 

 

6,426

 

 

 

18,373

 

 

 

19,023

 

Rest of World

 

 

4,013

 

 

 

3,893

 

 

 

11,874

 

 

 

11,445

 

Revenue

 

$

86,029

 

 

$

83,710

 

 

$

252,832

 

 

$

245,899

 

 

 

 

 

 

 

 

 

 

 

 


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 September 30,

 

 

Nine months ended September 30,

 

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

86,029

 

 

$

83,710

 

 

$

252,832

 

 

$

245,899

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

$

(435

)

 

$

(19,217

)

 

$

(9,632

)

 

$

(40,933

)

 

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

6,445

 

 

 

10,892

 

 

 

19,189

 

 

 

29,504

 

 

Amortization of intangible assets

 

 

1,900

 

 

 

2,434

 

 

 

6,755

 

 

 

7,353

 

 

Acquisition related costs

 

 

0

 

 

 

334

 

 

 

444

 

 

 

1,001

 

 

Restructuring charges

 

 

83

 

 

 

9,880

 

 

 

3,609

 

 

 

12,452

 

 

Non-GAAP operating income

 

$

7,993

 

 

$

4,323

 

 

$

20,365

 

 

$

9,377

 

 

Non-GAAP operating income as a percentage of revenue

 

 

9.3

 

%

 

5.2

 

%

 

8.1

 

%

 

3.8

 

%

 

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 September 30,

 

 

Nine months ended September 30,

 

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

86,029

 

 

$

83,710

 

 

$

252,832

 

 

$

245,899

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(2,243

)

 

$

(6,993

)

 

$

(10,978

)

 

$

(24,640

)

 

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

6,445

 

 

 

10,892

 

 

 

19,189

 

 

 

29,504

 

 

Amortization of intangible assets

 

 

1,900

 

 

 

2,434

 

 

 

6,755

 

 

 

7,353

 

 

Acquisition related costs

 

 

0

 

 

 

334

 

 

 

444

 

 

 

1,001

 

 

Restructuring charges

 

 

83

 

 

 

9,880

 

 

 

3,609

 

 

 

12,452

 

 

Gain on convertible notes extinguishment

 

 

0

 

 

 

(12,110

)

 

 

(3,931

)

 

 

(12,110

)

 

Non-GAAP net income

 

$

6,185

 

 

$

4,437

 

 

$

15,088

 

 

$

13,560

 

 

Basic net loss per share

 

$

(0.03

)

 

$

(0.09

)

 

$

(0.14

)

 

$

(0.32

)

 

Non-GAAP basic net income per share

 

$

0.08

 

 

$

0.06

 

 

$

0.19

 

 

$

0.18

 

 

Non-GAAP diluted net income per share

 

$

0.08

 

 

$

0.06

 

 

$

0.19

 

 

$

0.17

 

 

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

 

 

80,756

 

 

 

77,869

 

 

 

79,911

 

 

 

77,319

 

 

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

 

 

81,311

 

 

 

79,401

 

 

 

80,901

 

 

 

79,184

 

 

Non-GAAP net income as a percentage of revenue

 

 

7.2

 

%

 

5.3

 

%

 

6.0

 

%

 

5.5

 

%

 

 


Reconciliation of net loss to adjusted EBITDA:

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

86,029

 

 

$

83,710

 

 

$

252,832

 

 

$

245,899

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(2,243

)

 

$

(6,993

)

 

$

(10,978

)

 

$

(24,640

)

 

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

6,445

 

 

 

10,892

 

 

 

19,189

 

 

 

29,504

 

 

Amortization of intangible assets

 

 

1,900

 

 

 

2,434

 

 

 

6,755

 

 

 

7,353

 

 

Acquisition related costs

 

 

0

 

 

 

334

 

 

 

444

 

 

 

1,001

 

 

Restructuring charges

 

 

83

 

 

 

9,880

 

 

 

3,609

 

 

 

12,452

 

 

Depreciation

 

 

825

 

 

 

1,050

 

 

 

3,015

 

 

 

3,129

 

 

Gain on convertible notes extinguishment

 

 

0

 

 

 

(12,110

)

 

 

(3,931

)

 

 

(12,110

)

 

Interest income

 

 

(1,184

)

 

 

(2,433

)

 

 

(3,655

)

 

 

(8,807

)

 

Interest expense

 

 

2,478

 

 

 

1,908

 

 

 

7,543

 

 

 

3,348

 

 

Other expenses

 

 

302

 

 

 

142

 

 

 

432

 

 

 

585

 

 

Provision for income taxes

 

 

212

 

 

 

269

 

 

 

957

 

 

 

691

 

 

Adjusted EBITDA

 

$

8,818

 

 

$

5,373

 

 

$

23,380

 

 

$

12,506

 

 

Adjusted EBITDA as a percentage of revenue

 

 

10.3

 

%

 

6.4

 

%

 

9.2

 

%

 

5.1

 

%

 

 

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

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

86,029

 

 

$

83,710

 

 

$

252,832

 

 

$

245,899

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

$

18,595

 

 

$

19,863

 

 

$

53,318

 

 

$

58,113

 

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

577

 

 

 

1,114

 

 

 

2,043

 

 

 

2,798

 

 

Non-GAAP cost of revenue

 

$

18,018

 

 

$

18,749

 

 

$

51,275

 

 

$

55,315

 

 

As a percentage of revenue

 

 

20.9

 

%

 

22.4

 

%

 

20.3

 

%

 

22.5

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

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

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

86,029

 

 

$

83,710

 

 

$

252,832

 

 

$

245,899

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

$

36,281

 

 

$

33,140

 

 

$

101,718

 

 

$

99,997

 

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

1,718

 

 

 

3,327

 

 

 

5,313

 

 

 

8,332

 

 

Non-GAAP sales and marketing

 

$

34,563

 

 

$

29,813

 

 

$

96,405

 

 

$

91,665

 

 

As a percentage of revenue

 

 

40.2

 

%

 

35.6

 

%

 

38.1

 

%

 

37.3

 

%

 

 

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

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

86,029

 

 

$

83,710

 

 

$

252,832

 

 

$

245,899

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

17,464

 

 

$

20,841

 

 

$

54,980

 

 

$

61,116

 

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

2,046

 

 

 

3,766

 

 

 

7,828

 

 

 

10,515

 

 

Non-GAAP research and development

 

$

15,418

 

 

$

17,075

 

 

$

47,152

 

 

$

50,601

 

 

As a percentage of revenue

 

 

17.9

 

%

 

20.4

 

%

 

18.6

 

%

 

20.6

 

%

 

 

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

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

86,029

 

 

$

83,710

 

 

$

252,832

 

 

$

245,899

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General & administrative

 

$

12,141

 

 

$

16,435

 

 

$

41,640

 

 

$

46,800

 

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

2,104

 

 

 

2,685

 

 

 

4,005

 

 

 

7,859

 

 

Non-GAAP general & administrative

 

$

10,037

 

 

$

13,750

 

 

$

37,635

 

 

$

38,941

 

 

As a percentage of revenue

 

 

11.7

 

%

 

16.4

 

%

 

14.9

 

%

 

15.8

 

%

 

 

 

 

 

 

 


 

 

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

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

10,553

 

 

$

5,573

 

 

$

24,511

 

 

$

13,894

 

Cash paid for website domain name

 

 

0

 

 

 

0

 

 

 

(2,444

)

 

 

0

 

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

 

 

(2,967

)

 

 

(1,064

)

 

 

(5,443

)

 

 

(2,934

)

Free cash flow

 

$

7,586

 

 

$

4,509

 

 

$

16,624

 

 

$

10,960