Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 18, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 001-40213 | ||
Entity Registrant Name | Olo Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 20-2971562 | ||
Entity Address, Address Line One | 285 Fulton Street | ||
Entity Address, Address Line Two | One World Trade Center | ||
Entity Address, Address Line Three | 82nd Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10007 | ||
City Area Code | 212 | ||
Local Phone Number | 260-0895 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.001 per share | ||
Trading Symbol | OLO | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Public float | $ 1 | ||
Entity Central Index Key | 0001431695 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for its 2022 Annual Meeting of Stockholders, or Proxy Statement, to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference in Part III. Except with respect to information specifically incorporated by reference in this Annual Report, the Proxy Statement shall not be deemed to be filed as part hereof. | ||
Common Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 79,827,589 | ||
Common Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 79,223,212 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | New York, NY |
Auditor Firm ID | 42 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 514,445 | $ 75,756 |
Accounts receivable, net | 42,319 | 45,641 |
Contract assets | 568 | 356 |
Deferred contract costs | 2,567 | 1,830 |
Prepaid expenses and other current assets | 5,718 | 1,661 |
Total current assets | 565,617 | 125,244 |
Property and equipment, net | 3,304 | 2,241 |
Intangible assets, net | 19,635 | 0 |
Goodwill | 162,956 | 0 |
Contract assets, noncurrent | 387 | 503 |
Deferred contract costs, noncurrent | 3,616 | 3,346 |
Deferred offering costs | 0 | 2,792 |
Other assets, noncurrent | 361 | 298 |
Total assets | 755,876 | 134,424 |
Current liabilities: | ||
Accounts payable | 2,184 | 9,104 |
Accrued expenses and other current liabilities | 45,395 | 42,578 |
Unearned revenue | 1,190 | 585 |
Redeemable convertible preferred stock warrant liability | 0 | 19,735 |
Total current liabilities | 48,769 | 72,002 |
Unearned revenue, noncurrent | 3,014 | 435 |
Deferred rent, noncurrent | 2,171 | 2,402 |
Other liabilities, noncurrent | 172 | 329 |
Total liabilities | 54,126 | 75,168 |
Commitments and contingencies (Note 14) | ||
Redeemable convertible preferred stock, $0.001 par value, zero and 60,509,120 shares authorized at December 31, 2021 and December 31, 2020, respectively; zero and 58,962,749 issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 0 | 111,737 |
Stockholders’ equity (deficit): | ||
Class A common stock, $0.001 par value; 1,700,000,000 and zero shares authorized at December 31, 2021 and December 31, 2020, respectively; 78,550,530 and zero shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively. Class B common stock, $0.001 par value; 185,000,000 shares authorized at December 31, 2021 and December 31, 2020, respectively; 79,149,659 and 22,320,286 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 158 | 22 |
Preferred stock, $0.001 par value; 20,000,000 and zero shares authorized at December 31, 2021 and December 31, 2020, respectively | 0 | 0 |
Additional paid-in capital | 813,166 | 16,798 |
Accumulated deficit | (111,574) | (69,301) |
Total stockholders’ equity (deficit) | 701,750 | (52,481) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ 755,876 | $ 134,424 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Temporary equity, par value (in USD per share) | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized (in shares) | 0 | 60,509,120 |
Temporary equity, shares outstanding (in shares) | 0 | 58,962,749 |
Temporary equity, shares issued (in shares) | 0 | 58,962,749 |
Preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 0 |
Common Class A | ||
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 1,700,000,000 | 0 |
Common stock, shares issued (in shares) | 78,550,530 | 0 |
Common stock, shares outstanding (in shares) | 78,550,530 | 0 |
Common Class B | ||
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 185,000,000 | 185,000,000 |
Common stock, shares issued (in shares) | 79,149,659 | 22,320,286 |
Common stock, shares outstanding (in shares) | 79,149,659 | 22,320,286 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Income) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | $ 149,368 | $ 98,424 | $ 50,691 |
Cost of revenue: | 30,830 | 18,668 | 15,586 |
Gross Profit | 118,538 | 79,756 | 35,105 |
Operating expenses: | |||
Research and development | 58,918 | 32,907 | 21,687 |
General and administrative | 69,625 | 22,209 | 12,157 |
Sales and marketing | 17,971 | 8,545 | 6,351 |
Total operating expenses | 146,514 | 63,661 | 40,195 |
(Loss) income from operations | (27,976) | 16,095 | (5,090) |
Other expenses, net: | |||
Interest expense | 0 | (157) | (219) |
Other income, net | 77 | 28 | 36 |
Change in fair value of warrant liability | (18,930) | (12,714) | (2,959) |
Total other expenses, net | (18,853) | (12,843) | (3,142) |
(Loss) income before taxes | (46,829) | 3,252 | (8,232) |
Total income tax (benefit) provision | (4,556) | 189 | 26 |
Net (loss) income and comprehensive (loss) income | (42,273) | 3,063 | (8,258) |
Net (loss) income and comprehensive (loss) income | (42,273) | 3,063 | (8,258) |
Accretion of redeemable convertible preferred stock to redemption value | (14) | (70) | (136) |
Undeclared 8% dividend on participating securities | 0 | (2,993) | 0 |
Net income (loss) available to Class A and Class B common stockholders, basic | $ (42,287) | $ 0 | $ (8,394) |
Net loss per share attributable to Class A and Class B common stockholders: | |||
Basic (in USD per share) | $ (0.34) | $ 0 | $ (0.48) |
Diluted (in USD per share) | $ (0.34) | $ 0 | $ (0.48) |
Weighted-average Class A and Class B common shares outstanding: | |||
Basic (in shares) | 123,822,838 | 20,082,338 | 17,446,216 |
Diluted (in shares) | 123,822,838 | 20,082,338 | 17,446,216 |
Platform | |||
Revenue: | $ 144,446 | $ 92,764 | $ 45,121 |
Cost of revenue: | 25,572 | 14,334 | 11,920 |
Professional services and other | |||
Revenue: | 4,922 | 5,660 | 5,570 |
Cost of revenue: | $ 5,258 | $ 4,334 | $ 3,666 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Income) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Temporary equity dividend rate | 8.00% | 8.00% | 8.00% |
Redeemable Preferred Stock Dividends, Net | $ 0 | $ 2,993 | $ 0 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Class A and Class B Common Stock | Additional Paid In Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2018 | 49,308,568 | |||
Beginning balance at Dec. 31, 2018 | $ 61,567 | |||
Redeemable Convertible Preferred Stock | ||||
Issuance of preferred stock on exercises of warrants (in shares) | 63,308 | |||
Issuance of redeemable convertible preferred stock on exercise of warrants | $ 198 | |||
Accretion of redeemable convertible preferred stock to redemption value | $ 136 | |||
Ending balance (in shares) at Dec. 31, 2019 | 49,371,876 | |||
Ending balance at Dec. 31, 2019 | $ 61,901 | |||
Beginning balance (in shares) at Dec. 31, 2018 | 16,228,438 | |||
Beginning balance at Dec. 31, 2018 | $ (58,473) | $ 16 | $ 5,617 | $ (64,106) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock on exercise of stock options (in shares) | 2,137,682 | 2,137,682 | ||
Issuance of common stock on exercise of stock options | $ 442 | $ 2 | 440 | |
Issuance of common stock on exercise of warrants (in shares) | 85,000 | |||
Issuance of common stock on exercise of warrants | 14 | 14 | ||
Accretion of redeemable convertible preferred stock to redemption value | (136) | (136) | ||
Stock-based compensation | 4,843 | 4,843 | ||
Net (loss) income | (8,258) | (8,258) | ||
Ending balance (in shares) at Dec. 31, 2019 | 18,451,120 | |||
Ending balance at Dec. 31, 2019 | (61,568) | $ 18 | 10,778 | (72,364) |
Redeemable Convertible Preferred Stock | ||||
Accretion of redeemable convertible preferred stock to redemption value | $ 70 | |||
Issuance of redeemable convertible preferred stock (in shares) | 9,590,873 | |||
Issuance of redeemable convertible preferred stock | $ 49,766 | |||
Ending balance (in shares) at Dec. 31, 2020 | 58,962,749 | |||
Ending balance at Dec. 31, 2020 | $ 111,737 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock on exercise of stock options (in shares) | 4,151,519 | 4,151,519 | ||
Issuance of common stock on exercise of stock options | $ 2,097 | $ 4 | 2,093 | |
Repurchase of common stock for withholding tax purposes (in shares) | 282,353 | |||
Repurchase of common stock for withholding tax purposes | (1,421) | (1,421) | ||
Accretion of redeemable convertible preferred stock to redemption value | (70) | (70) | ||
Stock-based compensation | 5,418 | 5,418 | ||
Net (loss) income | 3,063 | 3,063 | ||
Ending balance (in shares) at Dec. 31, 2020 | 22,320,286 | |||
Ending balance at Dec. 31, 2020 | $ (52,481) | $ 22 | 16,798 | (69,301) |
Redeemable Convertible Preferred Stock | ||||
Issuance of preferred stock on exercises of warrants (in shares) | 1,681,848 | |||
Issuance of redeemable convertible preferred stock on exercise of warrants | $ 2 | |||
Accretion of redeemable convertible preferred stock to redemption value | $ 14 | |||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering (in shares) | (60,644,597) | |||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering | $ (111,753) | |||
Ending balance (in shares) at Dec. 31, 2021 | 0 | |||
Ending balance at Dec. 31, 2021 | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Initial public offering, shares issued (in shares) | 20,700,000 | |||
Initial public offering, net of underwriting discount and deferred offering costs | 477,826 | $ 21 | 477,805 | |
Reversal of deferred offering costs | $ 1,145 | 1,145 | ||
Issuance of common stock on exercise of stock options (in shares) | 8,892,240 | 8,892,240 | ||
Issuance of common stock on exercise of stock options | $ 15,237 | $ 9 | 15,228 | |
Issuance of common stock on exercise of warrants | 39,056 | 39,056 | ||
Accretion of redeemable convertible preferred stock to redemption value | (14) | (14) | ||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering (in shares) | 100,196,780 | |||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering | 111,753 | $ 100 | 111,653 | |
Issuance of common stock upon settlement of SARs (in shares) | 1,642,570 | |||
Issuance of common stock upon settlement of Share Appreciation Rights | 2,847 | $ 2 | 2,845 | |
Issuance of common stock in connection with charitable donation (in shares) | 345,836 | |||
Issuance of common stock in connection with charitable donation | 13,107 | 13,107 | ||
Stock issued during period, shares, employee stock purchase plans (in shares) | 139,885 | |||
Issuance of common stock under the Employee Stock Purchase Plan | 2,831 | 2,831 | ||
Stock issued during period, shares, acquisitions (in shares) | 3,460,168 | |||
Issuance of common stock as consideration for acquisition | 96,644 | $ 4 | 96,640 | |
Fair value of substituted stock options | 5,943 | 5,943 | ||
Vesting of restricted stock units (in shares) | 2,424 | |||
Stock-based compensation | 30,129 | 30,129 | ||
Net (loss) income | (42,273) | (42,273) | ||
Ending balance (in shares) at Dec. 31, 2021 | 157,700,189 | |||
Ending balance at Dec. 31, 2021 | $ 701,750 | $ 158 | $ 813,166 | $ (111,574) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | |||
Net (loss) income | $ (42,273) | $ 3,063 | $ (8,258) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | 1,615 | 673 | 364 |
Stock-based compensation | 29,880 | 5,380 | 4,826 |
Stock-based compensation in connection with vesting of Stock Appreciation Rights | 2,847 | 0 | 0 |
Charitable donation of Class A common stock | 13,107 | 0 | 0 |
Bad debt expense | 364 | 614 | 164 |
Change in fair value of warrants | 18,930 | 12,714 | 2,959 |
Loss on disposal of property and equipment | 0 | 0 | 77 |
Deferred income tax benefit | (4,896) | 0 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 3,734 | (31,526) | (7,230) |
Contract assets | (96) | (130) | 487 |
Prepaid expenses and other current assets | (2,837) | (158) | (263) |
Deferred contract costs | (1,007) | (2,023) | (1,069) |
Accounts payable | (6,820) | 2,701 | 3,439 |
Accrued expenses and other current liabilities | 1,603 | 29,294 | 5,572 |
Deferred rent | (232) | 612 | 1,475 |
Unearned revenue | 2,259 | (446) | (121) |
Other liabilities, noncurrent | 75 | 0 | 0 |
Net cash provided by operating activities | 16,253 | 20,768 | 2,422 |
Investing activities | |||
Purchases of property and equipment, including capitalized software | (1,845) | (1,273) | (1,352) |
Acquisition, net of cash acquired | (75,227) | 0 | 0 |
Net cash used in investing activities | (77,072) | (1,273) | (1,352) |
Financing activities | |||
Proceeds from issuance of Class A common stock upon initial public offering, net of underwriting discounts | 485,541 | 0 | 0 |
Cash received for employee payroll tax withholdings | 46,956 | 0 | 0 |
Cash paid for employee payroll tax withholdings | (46,956) | (1,387) | 0 |
Proceeds from line of credit | 0 | 15,000 | 0 |
Repayment of line of credit | 0 | (18,500) | 0 |
Proceeds from exercise of warrants | 392 | 0 | 58 |
Payment of deferred finance costs | (136) | 0 | 0 |
Payment of deferred offering costs | (4,124) | (2,154) | (143) |
Proceeds from exercise of stock options and purchases under the employee stock purchase plan | 17,835 | 2,601 | 310 |
Proceeds from issuance of preferred stock | 0 | 50,000 | 0 |
Costs incurred from issuance of preferred stock | 0 | (234) | 0 |
Net cash provided by financing activities | 499,508 | 45,326 | 225 |
Net increase in cash and cash equivalents | 438,689 | 64,821 | 1,295 |
Cash and cash equivalents, beginning of year | 75,756 | 10,935 | 9,640 |
Cash and cash equivalents, end of year | 514,445 | 75,756 | 10,935 |
Supplemental disclosure of cash flow information | |||
Cash paid for income taxes, net | 393 | 42 | 21 |
Cash paid for interest | 0 | 157 | 214 |
Cash received for early exercise of stock options | 0 | 561 | 0 |
Supplemental disclosure of non-cash investing and financing activities | |||
Common stock issued in connection with acquisition | 96,644 | 0 | 0 |
Fair value of substituted stock options granted in connection with acquisition | 5,943 | 0 | 0 |
Exercise of warrants classified as liabilities | 0 | 0 | 154 |
Accrued offering costs | 345 | 348 | 147 |
Vesting of early exercised stock options | 232 | 368 | 0 |
Accretion of redeemable convertible preferred stock to redemption value | 14 | 70 | 136 |
Employee receivables for options exercised | 0 | 23 | 132 |
Purchase of property and equipment | 30 | 72 | 100 |
Capitalization of stock-based compensation for internal-use software | $ 288 | $ 38 | $ 17 |
Business
Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | Business Olo Inc. was formed on June 1, 2005 in Delaware and is headquartered in New York City. On January 14, 2020, our Board of Directors and stockholders approved our name change from Mobo Systems, Inc. to Olo Inc. Unless the context otherwise indicates or requires, references to “we,” “us,” “our” and “the Company” shall refer to Olo Inc. We are a leading open SaaS platform for restaurants powering the industry’s digital transformation. We are focused on enabling digital ordering, through the deployment of our white label e-commerce websites and applications and tools for digital Order Management. Our platform also provides Delivery Enablement solutions, as well as Customer Engagement and Front-of-House solutions. Our platform combines these solutions to provide restaurants with a holistic view of their digital business and enable them to own and manage their relationships with their customers. Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates. We will remain an emerging growth company until the earliest of: (1) the last day of the fiscal year following the fifth anniversary of the completion of our initial public offering of Class A common stock (“IPO”); (2) the last day of the first fiscal year in which our annual gross revenue is $1.07 billion or more; (3) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities; and (4) the date on which we are deemed to be a large accelerated filer. Initial Public Offering On March 19, 2021, we completed our IPO in which we issued and sold 20,700,000 shares of our Class A common stock at the public offering price of $25.00 per share. We received net proceeds of approximately $485.5 million after deducting underwriting discounts and commissions. Upon completion of the IPO, $6.6 million of deferred offering costs, which consisted primarily of accounting, legal and other fees related to our IPO, were reclassified into stockholders’ deficit as a reduction of the IPO proceeds. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The consolidated financial statements include the accounts of Olo Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. We regularly assess these estimates, including but not limited to, allowance for doubtful accounts, stock-based compensation including the determination of the fair value of our stock, fair value of warrant liabilities, realization of deferred tax assets, estimated life of our long lived assets, purchase price allocations for business combinations, valuation of the acquired intangibles purchased in a business combination, valuation of goodwill, estimated standalone selling price of our performance obligations and estimated consideration for implementation services and transactional revenue in certain arrangements. We base these estimates on historical experience and on various other market-specific and relevant assumptions that we believe to be reasonable under the circumstances. Actual results could differ from these estimates and such differences could be material to the financial position and results of operations. Segment Information An operating segment is defined as a component of an enterprise for which discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”). We define the CODM as the Chief Executive Officer, as his role is to make decisions about allocating resources and assessing performance. Our business operates in one operating segment, as all of our offerings operate on a single platform and are deployed in an identical way, with our CODM evaluating our financial information, resources and performance of these resources on a combined basis. Since we operate in one operating segment, all required financial segment information can be found in the financial statements. As of December 31, 2021 and December 31, 2020, we did not have assets located outside of the United States and international revenue recognized during the years ended December 31, 2021, 2020, and 2019 was not material. Concentrations of Business and Credit Risk We are exposed to concentrations of credit risk primarily through our cash held by financial institutions. We primarily deposit our cash with two financial institutions and the amount on deposit exceeds federally insured limits. As of December 31, 2021, no customer had a balance over 10% of our accounts receivable. As of December 31, 2020, 11% of our accounts receivable were due from one customer. For the years ended December 31, 2021, 2020, and 2019, one customer accounted for 18%, 21%, and 11% of our revenue, respectively. Cash and Cash Equivalents Cash and cash equivalents are stated at fair value. We consider all short-term, highly liquid investments, with an original maturity of three months or less, to be cash equivalents. Accounts Receivable, Net Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable are presented net of an estimate for doubtful accounts based on a review of all outstanding amounts. We maintain an allowance for doubtful accounts based upon an analysis of past credit history, the age of each outstanding invoice, and the current financial condition of our customers, as well as the consideration of expected trends based upon characteristics of the accounts and general economic conditions. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The following summarizes our allowance for doubtful accounts activity as of December 31, 2021 and 2020 (in thousands): Year Ended 2021 2020 2019 Balance at beginning of period $ 631 $ 160 $ 60 Additions 364 614 164 Deductions - write offs (338) (143) (64) Balance at end of period $ 657 $ 631 $ 160 Deferred Contract Costs We capitalize the incremental costs of obtaining a revenue contract, including sales commissions for new and renewal revenue contracts, certain related incentives, and associated payroll tax and fringe benefit costs. Capitalized amounts are recoverable through future revenue streams under customer contracts. We allocate costs capitalized for contracts to the related performance obligations and amortize these costs on a straight-line basis over the expected period of benefit of those performance obligations. We determined that commissions paid on renewals are commensurate with commissions paid on initial contracts. Accordingly, we amortize commissions on initial contracts over the contract period which is generally three years. We also amortize commissions on renewal contracts over the renewal contract period, which are generally between one to three years. Amounts expected to be recognized within one year of the balance sheets date are recorded as current deferred contract costs. The remaining portion is recorded as non-current deferred contract costs in the balance sheets. Amortization of costs capitalized to obtain revenue contracts is included in sales and marketing expense in the accompanying consolidated statements of operations and comprehensive (loss) income. We periodically evaluate whether there have been any changes in our business, market conditions, or other events which would indicate that the amortization period should be changed, or if there are potential indicators of impairment. For the years ended December 31, 2021, 2020, and 2019, we have not identified any potential indicators of material impairment. Deferred Offering Costs All deferred offering costs, consisting of legal, accounting, printer, and filing fees related to our IPO, were subsequently offset against proceeds from the IPO upon the completion of the offering on March 19, 2021. Prior to the offering, $2.8 million of deferred offering costs were capitalized as of December 31, 2020. Property and Equipment, Net Property and equipment, net is recorded at cost, and presented net of accumulated depreciation. Cost and the related accumulated depreciation are deducted from the accounts upon retirement. Significant additions or improvements extending the useful life of an asset are capitalized, while repairs and maintenance costs are expensed as incurred. Leasehold improvements are amortized on a straight-line basis over the shorter of the term of the lease, or the useful life of the assets. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, we first compare undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. No impairment was required on long-lived assets for the years ended December 31, 2021, 2020, and 2019. Internal-Use Software We capitalize certain qualified costs incurred in connection with the development of internal-use software. We evaluate the costs incurred during the application development stage of internal use software to determine whether the costs meet the criteria for capitalization. Costs related to preliminary project activities and post implementation activities are expensed as incurred. As of December 31, 2021 and 2020 capitalized costs related to internal-use software of $3.4 million and $1.7 million, respectively, were included within property and equipment, net on the balance sheet, and such amounts are amortized on a straight-line basis over the estimated useful life of the software within platform cost of revenue. Amortization expense recorded for the years ended December 31, 2021, 2020, and 2019 was $0.6 million, $0.3 million, and $0.1 million, respectively. Associated with the capitalized balances as of December 31, 2021, we expect our annual amortization expense for internal-use software to be $0.6 million in 2022, $0.3 million in 2023, and $0.1 million in 2024. Business Combinations We account for acquisitions using the acquisition method of accounting and determine whether a transaction constitutes a business and is treated as a business combination or if the transaction does not constitute a business and is treated as an asset acquisition. The acquisition method of accounting requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of acquisition. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including estimates of future revenue and adjusted earnings before interest and taxes and discount rates. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ materially from estimates. Our estimates associated with the accounting for business combinations may change as additional information becomes available regarding the assets acquired and liabilities assumed. Any change in facts and circumstances that existed as of the acquisition date and impacts our estimates is recorded to goodwill if identified within the measurement period. Subsequent to the measurement period or our final determination of fair value of assets and liabilities, whichever is earlier, the adjustments will affect our earnings. Transaction related expenses incurred in a business combination are not included as a component of consideration transferred, but are accounted for as an expense in the period in which the costs are incurred. Goodwill and Intangible Assets Goodwill represents the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interest, if any, over the fair value of identifiable assets acquired and liabilities assumed in a business combination. We have no intangible assets, other than goodwill, with indefinite useful lives. Intangible assets other than goodwill are comprised of acquired developed technology, customer relationships, and trademark. At initial recognition, intangible assets acquired in a business combination or asset acquisition are recognized at their fair value as of the date of acquisition. Following initial recognition, intangible assets are carried at acquisition date fair value less accumulated amortization and impairment losses, if any, and are amortized on a straight-line basis over the estimated useful life of the asset. We will review goodwill for impairment annually on October 1st (beginning day of the fourth quarter) of each fiscal year or whenever events or changes in circumstances indicate that an impairment may exist. In conducting our annual impairment test, we review qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If factors indicate that the fair value of the reporting unit is less than its carrying amount, we perform a quantitative assessment and the fair value of the reporting unit is determined by analyzing the expected present value of future cash flows. If the carrying value of the reporting unit continues to exceed its fair value, the fair value of the reporting unit’s goodwill is calculated and an impairment loss equal to the excess is recorded. We assess the impairment of intangible assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Income Taxes Deferred income taxes are recorded for the expected tax consequences of temporary differences between the tax basis of assets and liabilities for financial reporting purposes and amounts recognized for income tax purposes. We periodically review the recoverability of deferred tax assets recorded on the balance sheet and provide valuation allowances as deemed necessary to reduce such deferred tax assets to the amount that will, more likely than not, be realized. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, we consider all available evidence for each jurisdiction including past operating results, estimates of future taxable income and the feasibility of ongoing tax planning strategies. In the event we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to income tax expense in the period in which such determination is made. The amount of deferred tax provided is calculated using tax rates enacted at the balance sheet date. The impact of tax law changes is recognized in periods when the change is enacted. A two-step approach is applied in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Our policy is to recognize interest and penalty expenses associated with uncertain tax positions as a component of income tax expense. We are required to file tax returns in the U.S. federal jurisdiction and various states. Fair Value Measurement Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 inputs: Based on unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs: Based on observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 inputs: Based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities, and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The following summarizes assets and liabilities as of December 31, 2021 and December 31, 2020 that are measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Cash and cash equivalents: Money market funds $ 295,101 $ — $ — Total $ 295,101 $ — $ — December 31, 2020 Level 1 Level 2 Level 3 Cash and cash equivalents: Money market funds $ 45,039 $ — $ — Redeemable convertible preferred stock warrant liability — — 19,735 Total $ 45,039 $ — $ 19,735 There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the periods presented. The fair value measurement of the redeemable convertible preferred stock warrant liability is based on significant inputs not observed in the market and thus represents a Level 3 measurement. We estimated the fair value of the liability using the intrinsic value of the warrants. The change in fair value was recognized as other expense in the accompanying consolidated statements of operations and comprehensive (loss) income. See “Note 12—Warrants” for information on the Level 3 inputs used to estimate the fair value of this liability. Prior to the IPO, all shares of our outstanding redeemable convertible preferred stock warrants were exercised and converted into redeemable convertible preferred stock. Upon completion of the IPO, all shares of our outstanding redeemable convertible preferred stock, inclusive of the warrants exercised, converted into shares of Class B common stock. Accounts receivable, accounts payable and accrued expenses are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. Additionally, any recognized and measured identifiable assets acquired and liabilities assumed as a result of acquisition are estimated at their fair values on the date of acquisition. Accretion of Redeemable Convertible Preferred Stock Prior to conversion, the carrying value of the redeemable convertible preferred stock was accreted to redemption value from the date of issuance to the earliest redemption date using the effective interest method. Increases to the carrying value of redeemable convertible preferred stock recognized in each period were charged to retained earnings, or in the absence of retained earnings, additional paid in capital. Redeemable Convertible Preferred Stock Liability Prior to the IPO, we issued freestanding warrants to purchase our redeemable convertible preferred stock. The redeemable convertible preferred stock warrants were recognized as liabilities at fair value on the accompanying consolidated balance sheet as of December 31, 2020 and subsequently exercised and converted into redeemable convertible preferred stock. Upon exercise we remeasured the warrants, adjusted the liability for changes in fair value, and recognized the change in fair value in the consolidated statement of operations and comprehensive (loss) income. Revenue Recognition We derive our revenue primarily from platform fees to access our software platform and professional services. Revenue is recognized when control of these services transfers to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those services. We apply the principles in the standard using the following steps: • Identify the contract(s) with a customer • Identify the performance obligations in the contract • Determine the transaction price • Allocate the transaction price to the performance obligations in the contract • Recognize revenue when (or as) we satisfy a performance obligation Sales taxes collected from customers and remitted to various governmental authorities are excluded from the measurement of the transaction price and presented on a net basis in our consolidated statements of operations. Any balance collected and not paid is reflected as a liability on the balance sheets. Platform Revenue Platform revenue primarily consists of fees that provide customers access to one or more of our modules and standard customer support. Our contracts typically have initial terms of three years or longer, with continuous one-year automatic renewal periods. A majority of our platform revenue is derived from our Order Management solutions, which consist of our Ordering, Network, Switchboard, Kiosk, and Virtual Brands modules. The Order Management solutions comprise a stand-ready obligation to provide access to the platform that is satisfied over the contract term. Our contracts for the Order Management solutions provide for monthly fixed fees, or monthly fixed fees for a specified quantity of orders processed on the platform, plus monthly overage fees. We generally bill customers on a monthly basis, in arrears. We allocate the variable consideration related to the monthly overages to the distinct month during which the related services were performed, as those fees relate specifically to providing the Order Management solutions of the platform in the period and represent the consideration we are entitled to for providing access to the platform. As a result, the fixed monthly fees and monthly overages are included in the transaction price and recognized as revenue in the period in which the fees are generated. We also generate platform revenue from our Delivery Enablement solutions, which include our Dispatch and Rails modules. Our Dispatch module enables our restaurant customers to offer, manage, and expand delivery to their customers. Our customers for the Dispatch module are both the restaurants and delivery service providers (“DSPs”). The Dispatch module connects restaurants with DSPs to facilitate the ordering and delivery of orders to the restaurants’ customers. We typically collect a per transaction fee from both the restaurant and the DSP. Revenue is recognized when we have arranged for a DSP to deliver the order to the end consumer. Our Rails module allows our customers to control and manage menu availability and pricing and location information while directly integrating orders from third-party channels. Our performance obligation is a stand-ready obligation to provide access to the Rails module that is satisfied over the contract term. We typically receive a fee from the third-party channel for each transaction processed. No minimum monthly amounts or overage fees are charged to the third-party channel in these arrangements. Although we do not directly charge our Ordering customers for these transactions, the transactions count toward the specified quantity and overages activity used in determining our Ordering customers’ monthly Ordering revenue. Subsequent to the Wisely Acquisition, we also generate revenue from our Customer Engagement and Front-of-House solutions. Our Customer Engagement solutions include our Marketing Automation, Sentiment, and Customer Data Platform modules. These solutions enable our customers to collect, analyze, and act on guest data to deepen guest relationships, boost revenue, and increase customer lifetime value (“CLV”). Our Front-of-House solutions consist of our Host module, which enables restaurants to streamline queued orders from multiple sales channels, optimize seat utilization in the dining room, and increase flow-through of reservation and waitlist parties. Both these solutions are a stand-ready obligation to provide access to the platform that is satisfied over the contract term which typically begins with a minimum one-year term. Our contracts for the Customer Engagement and Front-of-House solutions provide for monthly fixed fees and we generally bill customers on a monthly basis, in arrears. As a result, the monthly fixed fees are recognized as revenue in the period in which the fees are generated. Professional Services and Other Revenue Professional services and other revenue primarily consists of fees for platform implementation services. The implementation fees in our contracts are generally variable, consisting of either a fixed fee or a fixed monthly fee over the duration of the implementation project. For contracts with fixed monthly fees, we estimate this variable consideration using the expected value method whereby, at contract inception, we estimate how many months it will take to implement the platform into the customer environment, including time to onboard restaurant franchise locations. This estimate is multiplied by the fixed monthly professional services fee to determine the transaction price, which is recognized over time as the services are performed. The transaction price may be subject to constraint and is included only to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur in a future period. For arrangements where we charge monthly fees, any additional months required for implementation are billed at the same fixed monthly fee. Our customers benefit from our services as they are provided, and we use a cost-to-cost measure of progress to recognize revenue from our implementation services. In certain contracts, we engage third parties to assist in providing professional services to our customers. We determined we are the principal in transferring these services to the customer and recognize revenue on a gross basis. We control the services being provided to our customer and are responsible for ensuring that the services are performed and are acceptable to our customer. That is, we are responsible for fulfillment of the promise in the contract with our customer, and we also have discretion in setting the price with our customer. Contracts with Multiple Performance Obligations Our contracts with customers may contain multiple performance obligations. We identify performance obligations in a contract with a customer based on the goods and services that will be transferred to the customer that are capable of being distinct and that are separately identifiable from other promises in the contract. If not considered distinct, the promised goods or services are combined with other goods or services and accounted for as a combined performance obligation. Identifying distinct performance obligations in a contract requires judgment. Our performance obligations primarily include access to our platform and its different modules and implementation services associated with the platform. Implementation services that require us to perform significant customization and modification of our platform to interface with the customer’s environment are not distinct from the platform. Since our Ordering customers can renew their agreements without paying for implementation again upon renewal, we consider the discounted fees at renewal to provide a material right to the customer. That is, because the customer can renew the implemented service at a discount from the original transaction price, we considered the discount to be a material right since it provides the customer a significant discount to future services. Our obligation to provide future services at a discount is accounted for as a separate performance obligation. Accordingly, we recognize the fair value of the material right over the expected customer life, which commences when the implementation services are complete and the customer obtains access to the platform. All other implementation services are generally distinct and accounted for as separate performance obligations. For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. We determine standalone selling price based on the price at which the distinct good or service is sold separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price taking into account available information such as market conditions, internally approved pricing, and cost-plus expected margin guidelines related to the performance obligations. Contract Balances The timing of revenue recognition may differ from the timing of invoicing to customers. We record a receivable when revenue is recognized upon invoicing and payment will become due solely due to the passage of time. We record a contract asset when revenue is recognized prior to invoicing or payment is contingent upon transfer of control of another separate performance obligation. We record unearned revenue when revenue is recognized subsequent to cash collection. Unearned revenue that will be recognized during the succeeding 12-month period is recorded as current, and the remaining unearned revenue is recorded as non-current. Contract assets that will be billed to the customer during the succeeding 12-month period are recorded as current and the remaining contract assets are recorded as non-current. Payment terms and conditions vary by contract type, although terms generally include a requirement for payment to be made within 30 days. We elected the practical expedient to not assess whether a significant financing component exists if the period between when we transfer a promised good or service to a customer and when the customer pays for that good or service is one year or less. Cost of Revenue Platform Platform cost of revenue primarily consists of costs directly related to our platform services, including expenses for customer support and infrastructure personnel, including salaries, taxes, benefits, bonuses, and stock-based compensation, which we refer to as personnel costs, third-party software licenses, hosting, amortization of internal-use software, amortization of developed technology and data center related costs and allocated overhead costs associated with delivering these services. Professional services and other Professional services and other cost of revenue consists primarily of the personnel costs of our deployment team associated with delivering these services and overhead allocations. Research and Development Costs Research and development expenses are expensed as incurred and primarily consist of engineering and product development personnel costs and allocated overhead costs. Research and development costs exclude capitalized software development costs, as they are capitalized as a component of property and equipment, net and amortized to platform cost of revenue over the term of their useful life. Sales and Marketing Sales and marketing expenses primarily consist of sales, marketing and other personnel costs, commissions, amortization of customer relationships, general marketing and promotional activities, and allocated overhead costs. Sales commissions earned by our sales force are deferred and amortized on a straight-line basis over the expected benefit period. We expense all advertising costs when incurred. We incurred advertising expenses of approximately $1.3 million, $0.6 million, and $0.4 million during the years ended December 31, 2021, 2020, and 2019, respectively. Advertising expense is recorded as a component of sales and marketing expenses in the consolidated statements of operations and comprehensive (loss) income. General and Administrative General and administrative expenses primarily consist of personnel costs and contractor fees for finance, legal, human resources, information technology, amortization of trademark, and other administrative functions. In addition, general and administrative expenses include insurance and travel-related expenses and allocated overhead. Stock-Based Compensation We measure compensation expense for all stock-based payment awards, including stock options and restricted stock units (“RSUs”) granted to employees, directors, and non-employees, as well as stock purchased under our 2021 Employee Stock Purchase Plan (“ESPP”), based on the estimated fair value of the awards on the date of grant. Compensation expense is recognized ratably in earnings, generally over the period during which an employee is required to provide service. We adjust compensation expense based on actual forfeitures as necessary. Time-Based Service Awards Our stock options generally vest ratably over a four-year period and the fair value of our awards is estimated on the date of grant using a Black-Scholes option pricing model. Awards with graded vesting features are recognized over the requisite service period for the entire award. The determination of the grant date fair value of stock awards issued is affected by a number of variables and subjective assumptions, including (i) the fair value of our common stock, (ii) t |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The following table disaggregates revenue by type (in thousands): Year Ended December 31, 2021 Platform Professional Total Timing of revenue recognition Transferred over time $ 67,065 $ 4,922 $ 71,987 Transferred at a point in time 77,381 — 77,381 Total revenue $ 144,446 $ 4,922 $ 149,368 Year Ended December 31, 2020 Platform Professional Total Timing of revenue recognition Transferred over time $ 44,754 $ 5,660 $ 50,414 Transferred at a point in time 48,010 — 48,010 Total revenue $ 92,764 $ 5,660 $ 98,424 Year Ended December 31, 2019 Platform Professional Total Timing of revenue recognition Transferred over time $ 32,670 $ 5,570 $ 38,240 Transferred at a point in time 12,451 — 12,451 Total revenue $ 45,121 $ 5,570 $ 50,691 Contract Balances Contract Assets As described in “Note 2–Significant Accounting Policies,” professional services revenue is generally recognized ratably over the implementation period, beginning on the commencement date of each contract. Platform revenue is recognized as the services are delivered. Under ASC Topic 606, Revenue from Contracts with Customers , we record a contract asset when revenue recognized on a contract exceeds the billings. Our standard billing terms are monthly; however, the billings may not be consistent with the pattern of recognition, based on when services are performed. Contract assets were $1.0 million and $0.9 million as of December 31, 2021 and December 31, 2020, respectively. Unearned Revenue Unearned revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services and is recognized as revenue when transfer of control to customers has occurred. During the year ended December 31, 2021, we recognized $0.5 million of revenue related to contracts that were included in unearned revenue at December 31, 2020. During the year ended December 31, 2020, we recognized $0.8 million of revenue related to contracts that were included in unearned revenue at December 31, 2019. As of December 31, 2021, our remaining performance obligations were approximately $40.0 million, approximately 42% of which we expect to recognize as revenue over the next 12 months, and substantially all of the remaining revenue will be recognized thereafter over the next 24 to 48 months. These amounts only include contracts subject to a guaranteed fixed amount or the guaranteed minimum under variable contracts. Unrecognized revenue under contracts disclosed above do not include (1) contracts with an original expected term of one year or less; (2) contracts for which variable consideration is determined based on the customer’s subsequent sale or usage; or (3) agreements for which our right to invoice corresponds with the value provided to the customer. Deferred Contract Costs The following table summarizes the activity of current and non-current deferred contract costs (in thousands): Year Ended 2021 2020 Balance at beginning of period $ 5,176 $ 3,153 Capitalization of deferred contract costs 3,790 3,750 Amortization of deferred contract costs (2,783) (1,727) Balance at end of period $ 6,183 $ 5,176 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following (in thousands): Estimated Useful Life As of December 31, 2021 As of December 31, 2020 Computer and office equipment 3 - 5 $ 1,800 $ 1,375 Capitalized software 3 3,392 1,653 Furniture and fixtures 10 386 386 Leasehold improvements Shorter of estimated useful life or remaining term of lease 374 374 Total property and equipment 5,952 3,788 Less: accumulated depreciation and amortization (2,648) (1,547) Total property and equipment, net $ 3,304 $ 2,241 Depreciation and amortization expense was approximately $1.1 million, $0.7 million, and $0.4 million for the years ended December 31, 2021, 2020, and 2019, respectively. In connection with subleasing a portion of our office space, we recorded a $0.1 million loss on disposal within other income, net, for furniture and fixtures sold to the sub-tenant for the year ended December 31, 2019. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition | Acquisition On October 21, 2021, we signed a definitive agreement to acquire all of the outstanding shares of Wisely Inc. (“Wisely”), a leading customer intelligence and engagement platform for restaurants. We believe Wisely’s Customer Engagement and Front-of-House solutions will complement our existing solution suite and will enhance our value to our customers. We closed the acquisition on November 4, 2021 for total consideration of approximately $177.8 million, consisting of $75.2 million in cash (net of cash acquired), $96.6 million of Class A common stock, and $5.9 million of substituted stock options granted in connection with the acquisition. The fair values of the Class A common stock and substituted stock options were based on a price per Class A common share of $27.93, which is equal to the closing price of our Class A common stock on the date of the transaction. As a result of the equity consideration component, we issued approximately 3.5 million shares of our Class A common stock and granted approximately 0.2 million fully vested stock options at the acquisition date. The fair value of the substituted options granted was based upon the estimated value of vested stock options held by Wisely employees immediately prior to the acquisition. In contemplation of the acquisition, on October 1, 2021, we entered into a Convertible Promissory Note (“Note”) with Wisely in the amount of $7.0 million with a maturity date of September 30, 2022. The Note’s interest rate accrued at a 6% annual rate and our right to convert such Note into Wisely shares would occur upon the next equity financing, a liquidation event, or an initial public offering. The Note, which is reflected in the cash, net of cash acquired, portion of the acquisition consideration, was settled in conjunction with the close of the acquisition and because the Note was outstanding only for a short period of time, we considered the carrying value to equal the fair value. The operating results of Wisely have been included in our consolidated statements of operations and comprehensive (loss) income since the acquisition date. Actual results of operations from the date of acquisition through December 31, 2021 and supplemental pro forma revenue and results of operations have not been presented because the effects were not material to the consolidated financial statements. Purchase Price Allocation The acquisition purchase consideration totaled $177.8 million which consisted of the following (in thousands): Cash, net of cash acquired $ 75,227 Issuance of Class A common stock 96,644 Fair value of substituted stock options 5,943 Total purchase price, net of cash acquired $ 177,814 The acquisition was accounted for under the acquisition method in accordance with ASC 805. We recognized and measured the identifiable assets acquired and liabilities assumed at their estimated fair values on the date of acquisition. The following table summarizes the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed of Wisely as of November 4, 2021 (in thousands): Initial Fair Value Estimate Accounts receivable $ 776 Other current assets (1) 1,145 Customer relationships 9,631 Developed technology 10,185 Trademark 336 Goodwill 162,956 Accrued liabilities (1) (1,394) Deferred revenue (925) Deferred tax liability, net (4,896) Total purchase price, net of cash acquired $ 177,814 (1) Pursuant to the terms of the merger agreement, we recognized an indemnification asset of $1.0 million related to certain assumed liabilities at the acquisition date. The indemnification asset was measured and recognized on the same basis and at the same time as the indemnified liabilities. We will adjust the indemnified amount, as needed, in future reporting periods. Customer relationships were measured at fair value using the multiple-period excess earnings method under the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue and costs associated with existing customers, and a discount rate of 17.0%. Developed technology was measured at fair value using the relief-from-royalty method of the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue from existing technology, a pre-tax royalty rate of 9.0% and a discount rate of 17.0%. Trade name was measured at fair value using the relief-from-royalty method under the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue from the trade name, a pre-tax royalty rate of 0.5% and a discount rate of 17.0%. The purchase price allocation resulted in the recognition of $163.0 million of goodwill. Goodwill represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including an experienced workforce that will help accelerate product development and go to market strategy, as well as expected future synergies generated by integrating Wisely’s products with those in our existing platform. Accordingly, Wisely will be reported along with our historical solutions under the same operating segment. None of the goodwill is expected to be deductible for tax purposes. We recorded $2.8 million in transaction related expenses, primarily related to transaction related compensation, advisory, legal, valuation, and other professional fees, for the year ended December 31, 2021. The transaction related expenses are recorded within the consolidated statements of operations and comprehensive (loss) income as follows (in thousands): Cost of revenue: Platform $ 9 Professional services and other 45 Total cost of revenue 54 Operating expenses: Research and development 425 General and administrative 1,922 Sales and marketing 433 Total operating expenses 2,780 Total transaction costs $ 2,834 We expect to finalize the purchase price allocation after management has further analyzed and assessed a number of the factors used in establishing the fair values of assets acquired and liabilities assumed as of the acquisition date including, but not limited to, the working capital acquired. We do not expect the final fair value determination to result in material adjustments to the values presented in the preliminary purchase price allocation. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The following table summarizes the changes in the carrying amount of goodwill (in thousands): Year Ended 2021 Balance as of the beginning of the period $ — Acquisition 162,956 Balance as of the end of the period $ 162,956 The gross book value and accumulated amortization of intangible assets, net, as of December 31, 2021 were as follows (in thousands): Weighted-average Remaining Useful Life (in years) Gross Carrying Value Accumulated Amortization Net Carrying Value Developed technology 6.00 $ 10,185 $ (297) $ 9,888 Customer relationships 8.00 9,631 (201) 9,430 Trademark 3.00 336 (19) 317 Balance at December 31, 2021 $ 20,152 $ (517) $ 19,635 Amortization expense associated with the acquired intangible assets was $0.5 million for the year ended December 31, 2021. As of December 31, 2021, estimated amortization related to the identifiable acquisition-related intangible assets expected to be recognized in future periods was as follows (in thousands): 2022 $ 2,999 2023 3,013 2024 2,995 2025 2,901 2026 2,901 Thereafter 4,826 Total $ 19,635 No goodwill or intangible asset impairment losses were recognized during the year ended December 31, 2021. See “Note 5—Acquisition” for additional information on the acquisition of Wisely. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): As of December 31, 2021 As of December 31, 2020 Prepaid software licensing fees $ 1,888 $ 855 Other 3,830 806 Total prepaid expenses and other current assets $ 5,718 $ 1,661 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities Accrued expenses and other current liabilities c onsisted of the following (in thousands): As of December 31, 2021 As of December 31, 2020 Accrued delivery service partner fees $ 35,441 $ 34,067 Accrued compensation and benefits 3,789 5,168 Other 4,359 2,434 Professional and consulting fees 1,806 909 Total accrued expenses and other current liabilities $ 45,395 $ 42,578 |
Line of Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Line of Credit | Line of Credit In May 2012, we entered into a Loan and Security Agreement with Pacific Western Bank for a revolving line of credit with a maturity date of May 15, 2013. Since the original agreement, we amended and restated the agreement in February 2020 (the “Loan Agreement”), and have executed subsequent amendments to extend the maturity date until May 12, 2022. Advances under the Formula Line bear interest equal to the greater of (A) 0.20% above Pacific Western Bank’s prime rate then in effect; or (B) 4.50%. Advances under the Non-Formula Line bear interest equal to the greater of (i) 0.75% above Pacific Western Bank’s prime rate then in effect; or (ii) 5.00%. Interest is due and payable monthly in arrears. We may prepay advances under the credit facility in whole or in part at any time without premium or penalty. In April 2021, we amended the Loan Agreement with Pacific Western Bank, or the First Amendment and exercised our option to increase our available line of credit from $25.0 million to $35.0 million. Additionally, we amended our minimum EBITDA and minimum net revenue covenants, which reset each annual period. In May 2021, we issued a letter of credit to DoorDash, Inc., or DoorDash, in the amount of $25.0 million in connection with our Restated Delivery Network Agreement. See “Note 14—Commitments and Contingencies” for further details. In August 2021, we amended our Loan Agreement (the “Second Amendment”) to maintain minimum cash deposits with Pacific Western Bank equal to the lesser of $75.0 million or an amount equal to 50% of all of our cash deposits with any bank, and to extend certain reporting requirements from 30 to 45 days after each quarter end. In December 2021 and in connection with the Wisely Acquisition, we further amended our Loan Agreement (the “Third Amendment and Joinder”) to reflect Wisely LLC as an additional borrower. The foregoing description of the material terms of the Third Amendment and Joinder does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the full terms of the Third Amendment and Joinder, which we have filed as an exhibit to this Annual Report on Form 10-K. We refer to the Loan Agreement, as amended, as the “Amended Loan Agreement.” As of December 31, 2021 , we had $8.6 million available under the Amended Loan Agreement, after consideration of $25.0 million in our letter of credit to DoorDash and $1.4 million in our letter of credit on the lease of our headquarters. See “Note 14—Commitments and Contingencies” for further details on the letters of credit. As of December 31, 2021, we had no outstanding borrowings under the line of credit, and no amounts have been drawn against any of our letters of credit. No interest was incurred during the year ended December 31, 2021 related to the Amended Loan Agreement. The interest rate applicable on the outstanding balance as of December 31, 2020 was 5.00%. Our obligations under the Amended Loan Agreement are secured by substantially all of our assets. The Amended Loan Agreement contains customary affirmative and negative covenants, including covenants that require Pacific Western Bank’s consent to, among other things, merge or consolidate or acquire assets, make investments, incur additional indebtedness or guarantee indebtedness of others, pay dividends or redeem or repurchase any capital stock, enter into transactions with affiliates outside the ordinary course of business, and create liens on our assets. We are also required to comply with certain minimum EBITDA and minimum revenue covenants. We were in compliance with these covenants as of December 31, 2021. The Amended Loan Agreement also contains events of default that include, among other things, non-payment defaults, covenant defaults, insolvency defaults, cross-defaults to other indebtedness and material obligations, judgment defaults, inaccuracy of representations and warranties, and a material adverse change default. Any default that is not cured or waived could result in the acceleration of the obligations under the credit facility, an increase in the applicable interest rate under the credit facility to a per annum rate equal to 5.00% above the applicable interest rate and would permit Pacific Western Bank to exercise remedies with respect to all of the collateral that is securing the credit facility. Pacific Western Bank has the right to terminate its obligation to make further advances to us immediately and without notice upon the occurrence and during the continuance of an event of default. We may terminate the Formula Line or the Non-Formula Line at any time prior to the maturity date, upon two business days written notice to Pacific Western Bank, at which time all then outstanding obligations arising under the Amended Loan and Security Agreement, including any unpaid interest thereon, will accelerate and become immediately due and payable. Interest expense related to the line of credit was immaterial for the year ended December 31, 2021. Interest expense related to the line of credit was $0.2 million for both the years ended December 31, 2020 and 2019. Deferred financing costs |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | Stockholders’ Equity (Deficit) Changes in Capital Structure On March 5, 2021, our Board of Directors and stockholders approved an amended and restated certificate of incorporation effecting a 17-for-1 forward stock split of our issued and outstanding shares of common stock and Series A, A-1, B, C, D, E preferred stock. Additionally, all outstanding equity instruments, including our time-based stock options, performance-based SARs, and preferred stock warrants, were adjusted to reflect the 17-for-1 forward stock split. The stock split was effected on March 5, 2021. The par value of the Class B common stock and redeemable convertible preferred stock was not adjusted as a result of the stock split. All issued and outstanding Class B common stock, redeemable convertible preferred stock, warrants to purchase shares of redeemable convertible preferred stock, and stock options, as well as the per share amounts, included in the accompanying financial statements have been adjusted to reflect this stock split for all periods presented. On March 5, 2021, our Board of Directors and stockholders approved and we implemented a dual class common stock structure where all existing shares of common stock converted to Class B common stock and we authorized a new class of common stock, Class A common stock. The authorized share capital for Class A common stock is 1,700,000,000 and the authorized share capital for Class B common stock is 185,000,000. The Class A common stock is entitled to one vote per share and the Class B common stock is entitled to ten votes per share. The Class A and Class B common stock have the same rights and privileges and rank equally, share ratably, and are identical in all respects and for all matters except for voting, conversion, and transfer rights. The Class B common stock converts to Class A common stock at any time at the option of the holder. References in the accompanying financial statements have been adjusted to reflect the dual class common stock structure and the changes in the number of authorized shares of common stock. We also authorized a total of 20,000,000 shares of undesignated preferred stock, par value $0.001 per share. Effective March 5, 2021, 124,012,926 outstanding shares of common stock were converted into an equivalent number of shares of our Class B common stock. Class A common stock and Class B common stock reserved for future issuance consisted of the following: As of December 31, As of December 31, Redeemable convertible preferred stock — 98,514,932 Redeemable convertible preferred stock warrants — 1,682,847 Shares available for grant under employee stock purchase plan 3,760,115 — Shares available for grant under stock option plan 18,994,572 1,687,947 Restricted stock units 1,082,980 — Options issued and outstanding under stock option plan 36,716,816 40,807,939 Total common stock reserved for future issuance 60,554,483 142,693,665 Redeemable Convertible Preferred Stock All of our shares of outstanding redeemable convertible preferred stock converted into shares of Class B common stock upon completion of the IPO. As of December 31, 2020, redeemable convertible preferred stock, authorized, issued, outstanding and liquidation values are as follows (in thousands, except share and per share amounts): December 31, 2020 Shares Shares Issued Net Carrying Redemption Redemption Series A 696,235 696,235 $ 957 $ 1.38 $ 957 Series A-1 3,713,616 3,698,452 6,092 1.65 6,092 Series B 8,184,548 8,184,548 5,854 0.70 5,700 Series C 14,151,361 12,620,154 8,760 0.70 8,789 Series D 24,172,487 24,172,487 40,276 1.67 40,350 Series E 9,590,873 9,590,873 49,798 5.21 50,000 Total 60,509,120 58,962,749 $ 111,737 $ 111,888 Charitable Contributions |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Equity Incentive Plans On March 5, 2021, our Board of Directors adopted our 2021 Equity Incentive Plan (“2021 Plan”). Prior to that date, we had established our 2015 Equity Incentive Plan (“2015 Plan”) and 2005 Equity Incentive Plan (“2005 Plan” and collectively, “Plans”). The 2021 Plan serves as the successor to the 2015 Plan and 2005 Plan and provides for the issuance of incentive and nonqualified stock options, SARs, restricted stock, and RSUs, to employees, directors, consultants, and advisors. Stock options under the Plans may be granted with contractual terms of up to ten years (or five years if granted to a greater than 10.0% stockholder) and at prices no less than 100.0% of the estimated fair value of the shares on the date of grant as determined by our Board of Directors; provided, however, that (i) the exercise price of an incentive stock option (“ISO”) and nonqualified stock option (“NSO”) granted to a greater than 10.0% stockholder shall not be less than 110.0% of the estimated fair value of the shares on the date of grant. Awards granted under the Plans generally vest over four years. Certain stock options have an early exercise feature. Shares purchased pursuant to the early exercise of stock options are subject to repurchase until those shares vest; therefore, cash received in exchange for unvested shares exercised is recorded as a liability on the accompanying consolidated balance sheets, and is reclassified to Class B common stock and additional paid-in capital as the shares vest. There were 120,088 and 204,850 early exercised shares outstanding as of December 31, 2021 and December 31, 2020, respectively. As of December 31, 2021, there is a liability in the amount of $0.3 million, of which $0.2 million was recorded in accrued expenses and other current liabilities in our balance sheet because vesting is within the next 12 months, and $0.1 million was recorded in other liabilities, non-current, because vesting is beyond the next 12 months. On March 13, 2021, our Board of Directors adopted a non-employee director compensation policy that became effective upon our IPO. The policy provides for an annual cash retainer for non-employee directors and an additional cash retainer for those non-employee directors that serve as chairpersons or members of our audit, compensation, and nominating and corporate governance committees. Additionally, directors will have the option to receive their annual retainer amounts in cash or equity. Each new non-employee director appointed to the board of directors after the IPO date will be granted an initial RSU award with a value of $0.3 million subject to vesting over a three-year period. Certain non-employee directors who had served for at least six months prior to the IPO effective date and did not have unvested equity awards were granted 39,870 RSU awards on March 17, 2021 with a total value of approximately $1.0 million, which will fully vest on the day immediately prior to our next annual meeting of stockholders. As of December 31, 2021 and 2020, the maximum number of shares authorized for issuance to participants under the Plans is 20,615,612 and 46,170,691, respectively. As of December 31, 2021 and 2020, the number of shares available for issuance to participants under the Plans is 18,994,572 and 1,687,947, respectively. During the year ended December 31, 2021 and 2020, no SARs were granted to employees. The SARs outstanding as of the time of the IPO were equity-classified and were measured at the grant date fair value. The SARs were vested and settled upon completion of the IPO and 1,642,570 shares of Class B common stock were issued in connection with this event. Compensation expense of $2.8 million was recognized for the year ended December 31, 2021. The aggregate intrinsic value of the SARs as of December 31, 2020 was $17.7 million. Restricted Stock Units The following summarizes the activity for the unvested RSUs during the year ended December 31, 2021: Shares Weighted- Unvested at December 31, 2020 — $ — Granted 1,108,560 27.79 Vested (2,424) 30.44 Forfeited and canceled (23,156) 29.92 Unvested at December 31, 2021 1,082,980 $ 27.70 The total fair value of RSUs vested during year ended December 31, 2021 was immaterial. Future stock-based compensation for unvested RSUs awarded as of December 31, 2021 is approximately $28.0 million and will be recognized over a weighted-average period of 3.71 years. Stock Options The following summarizes our stock option activity for the periods indicated (in thousands, except share and per share amounts): Number of Weighted- Weighted- Aggregate As of December 31, 2018 35,053,150 $ 1.07 6.16 $ 53,676 Granted 4,171,766 2.65 Exercised (2,137,682) 0.20 Forfeited and canceled (817,003) 1.04 As of December 31, 2019 36,270,231 $ 1.31 5.81 $ 96,377 Granted 7,819,371 4.13 Exercised (4,151,519) 0.51 Forfeited and canceled (776,645) 2.75 As of December 31, 2020 39,161,438 $ 1.93 5.89 $ 347,574 Granted (1) 7,314,046 10.35 Exercised (8,892,240) 1.71 Forfeited and canceled (866,428) 6.55 Vested and expected to vest as of December 31, 2021 36,716,816 $ 3.55 5.76 $ 633,730 Exercisable as of December 31, 2021 26,185,527 $ 1.98 4.59 $ 493,115 (1) Includes 224,882 shares of outstanding fully vested substituted stock options that were granted upon acquisition of Wisely. The weighted average exercise price of options substituted was $1.50 per share and the weighted average grant date fair value on the date of substitution was $27.93 per share. The following table summarizes the weighted-average grant date fair value of options granted, intrinsic value of options exercised, and grant date fair value of options vested for the years ended December 31, 2021, 2020, and 2019 (in thousands, except per share amounts): Year Ended 2021 2020 2019 Weighted-average grant date fair value of options granted $ 10.17 $ 3.82 $ 1.59 Intrinsic value of options exercised $ 246,238 $ 17,814 $ 6,120 Total grant date fair value of options vested $ 43,769 $ 12,684 $ 3,310 Future stock-based compensation for unvested employee options granted and outstanding as of December 31, 2021 is $69.0 million and will be recognized over a weighted-average period of 2.84 years. Valuation Assumptions We estimated the fair value of stock options granted using the Black-Scholes option pricing model with the following weighted-average assumptions: Year Ended 2021 2020 2019 Expected term (in years) 5.48 - 6.07 5.50 - 6.08 5.09 - 10.00 Volatility 52% - 65% 43% - 66% 45% - 50% Risk-free interest rate 0.50% - 1.06% 0.37% - 1.63% 1.60% - 2.50% Dividend yield 0% 0% 0% Fair value of underlying common stock $16.78 - $30.02 $4.06 - $9.05 $2.66 - $3.76 We elected to use the midpoint practical expedient to calculate the expected term. 2021 Employee Stock Purchase Plan On March 5, 2021, our Board of Directors and stockholders adopted our ESPP. The ESPP became effective immediately prior to the IPO. The ESPP authorized the issuance of 3,900,000 shares of our Class A common stock pursuant to purchase rights granted to our employees or to employees of any of our designated affiliates. The number of shares of our Class A common stock reserved for issuance will automatically increase on January 1 of each calendar year, commencing on January 1, 2022 through January 1, 2031, by the lesser of (1) 1.0% of the total number of shares of our Class A common stock outstanding on December 31 of the preceding calendar year, or (2) 11,700,000 Class A common shares; provided, that prior to the date of any such increase, our Board of Directors may determine that such increase will be less than the amount set forth in clauses (1) and (2). Employees may contribute, normally through payroll deductions, up to 15% of their earnings for the purchase of our Class A common stock under the ESPP. Our Class A common stock will be purchased for the accounts of employees participating in the ESPP at a price per Class A common share equal to the lower of (a) 85% of the fair market value of our Class A common stock on the first trading date of an offering or (b) 85% of the fair market value of our Class A common stock on the date of purchase. The current offering period began in December 2021 and ends in June 2022. For the year ended December 31, 2021, we recorded approximately $1.3 million of compensation expense associated with our ESPP. Equity Awards Granted in Acquisition In connection with the acquisition of Wisely, we issued stock options that were granted to Wisely employees and were fully vested and outstanding on the acquisition date under the Wisely 2019 Plan. The stock options will be settled in shares of our Class A common stock and will retain the terms and conditions under which they were originally granted. No additional equity awards will be granted under the Wisely 2019 Plan. Stock-Based Compensation Expense The classification of stock-based compensation expense, which includes expense for stock options, RSUs, SARs, and ESPP charges, by line item within the consolidated statements of operations and comprehensive (loss) income is as follows (in thousands): Year Ended 2021 2020 2019 Cost of revenue - platform $ 2,705 $ 556 $ 253 Cost of revenue - professional services and other 474 124 46 Research and development 11,283 1,497 814 General and administrative 16,137 2,827 3,493 Sales and marketing 2,128 376 220 Total stock-based compensation expense $ 32,727 $ 5,380 $ 4,826 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Warrants | Warrants Redeemable Convertible Preferred Stock Warrants Prior to the IPO, warrants to purchase 1,682,847 shares of our outstanding redeemable convertible preferred stock were exercised and converted into redeemable convertible preferred stock. Upon completion of the IPO, all shares of our outstanding redeemable convertible preferred stock, inclusive of the shares issued pursuant to these warrant exercises, converted into 100,196,780 shares of Class B common stock. The redeemable convertible preferred stock warrant liability was reclassified to additional paid-in capital in connection with the IPO. The following table summarizes the activity of the redeemable convertible preferred stock warrants since December 31, 2020: Issuance Date Expiration Date Exercise Price Warrants Outstanding at December 31, Warrants Exercised in The Year Ended December 31, 2021 Warrants Outstanding at December 31, Series A-1 2012 5/14/2022 $ 0.17 151,640 151,640 — Series C 2014 10/10/2024 0.70 562,241 562,241 — Series C 2016 1/12/2026 — 968,966 968,966 — Total 1,682,847 1,682,847 — The estimated fair value of the redeemable preferred stock underlying the warrants was approximately $12.77 per share as of December 31, 2020. At December 31, 2020, given the significant increase in fair value of each series of redeemable convertible preferred stock relative to the warrant’s exercise price, we estimated the preferred stock warrant liability using the intrinsic value of each warrant, as the warrants were significantly in-the-money and the Black-Scholes input had a de minimis impact on their value. For the year ended December 31, 2021, we recorded a fair value adjustment of approximately $18.9 million using the intrinsic value of each warrant on the date of the conversion immediately prior to the IPO, as the warrants were significantly in-the-money and the Black-Scholes input have a de minimis impact on their value. The following table represents the activity of the redeemable convertible preferred stock warrant liability (in thousands): Fair Value Balance at December 31, 2019 $ 7,021 Change in fair value 12,714 Balance at January 1, 2021 19,735 Change in fair value 18,930 Exercise of warrants (38,665) Balance at December 31, 2021 $ — |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes consists of the following for the years ended December 31, 2021, 2020, and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 Current income tax provision: Federal $ — $ — $ — State 340 189 26 Total current income tax provision 340 189 26 Deferred income tax provision: Federal (4,056) — — State (840) — — Total deferred income tax benefit (4,896) — — Total income tax (benefit) provision $ (4,556) $ 189 $ 26 A reconciliation of the U.S. statutory income tax rate to our effective tax rate is as follows: Year Ended December 31, 2021 2020 2019 Federal statutory rate 21.00 % 21.00 % 21.00 % Change in fair value of warrant (8.53) 82.10 — State and local taxes, net of federal benefit 8.63 6.32 (0.18) Acquisition-related deferred tax liability 10.51 — — Valuation allowance (90.05) (107.62) (9.35) Stock-based compensation 86.84 4.50 (3.65) Executive compensation (16.81) — — Other (1.86) (0.47) (8.14) Total provision and effective tax rate 9.73 % 5.83 % (0.32) % The difference between income taxes at the U.S. federal statutory income tax rate of 21% and the amounts reported primarily relates to stock-based compensation, offset by the valuation allowance and the reduction of the valuation allowance due to excess deferred tax liability resulting from the Wisely acquisition. Income Taxes The components of our net deferred tax assets and liabilities are as follows (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: Accrued expenses $ 672 $ 1,244 Deferred rent 520 609 Stock-based compensation 2,503 1,184 Net operating losses 54,505 8,365 Tax credits 1,331 1,331 Charitable stock donation 3,187 — Other 160 174 Total deferred tax assets 62,878 12,907 Less valuation allowance (56,291) (10,868) Net deferred tax assets 6,587 2,039 Unearned revenue (91) (209) Intangible assets (4,791) — Deferred contract costs (1,502) (1,330) Property and equipment (203) (500) Net deferred tax liabilities (6,587) (2,039) Total net deferred tax assets (liabilities) $ — $ — Assessing the realizability of deferred tax assets requires the determination of whether it is more-likely-than-not that some portion or all the deferred tax assets will not be realized. In assessing the need for a valuation allowance, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, loss carry-back and tax-planning strategies. Generally, more weight is given to objectively verifiable evidence, such as the cumulative loss in recent years, as a significant piece of negative evidence to overcome. Accordingly, a full valuation allowance has been established as of December 31, 2021 and 2020, and no deferred tax assets and related tax benefits have been recognized in the accompanying consolidated financial statements. The valuation allowance increased $45.4 million during the year ended December 31, 2021 and decreased $4.2 million during the year ended December 31, 2020 from the valuation allowances that were recorded as of December 31, 2020 and 2019, respectively. We recorded a benefit for income taxes for the year ended December 31, 2021 in the amount of $4.9 million primarily resulting from the release of a portion of our valuation allowance for deferred tax assets following the recording of a deferred income tax liability as part of our accounting for the acquisition of Wisely. We maintain a full valuation allowance on our net federal and state deferred tax assets for both years ended December 31, 2021 and 2020, as we have concluded that it is more likely than not that the deferred tax assets will not be realized. As of December 31, 2021 and 2020, we had approximately $218.1 million and $31.7 million of federal net operating losses, respectively. Approximately $14.3 million of the federal net operating losses will expire at various dates beginning in 2032 through 2037 if not utilized, while the remaining amount will have an indefinite life. As of December 31, 2021 and 2020, we had approximately $149.7 million and $26.2 million of state net operating losses, respectively. Of the state net operating losses, some may follow the Tax Cut and Jobs Act and are indefinite-lived and most are definite-lived with various expiration dates beginning in 2025 through 2040. The federal research and development tax credits are approximately $1.3 million as of December 31, 2021 and 2020. The federal research credits will begin to expire in 2027. Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to ownership changes that may have occurred previously or that could occur in the future, as provided by Section 382 of the Internal Revenue Code of 1986, as well as similar state provisions. Such annual limitation could result in the expiration of net operating losses and credits before their utilization. We file U.S. federal and state income tax returns with varying statutes of limitations. All tax years since inception remain open to examination due to the carryover of unused net operating losses and tax credits. We recognize interest and penalties accrued related to unrecognized tax benefits as a component of tax expense. We had not accrued any interest or penalties related to unrecognized tax benefits as of December 31, 2021, 2020, and 2019. The unrecognized tax benefits at December 31, 2021 and 2020 are not material. On March 27, 2020, The Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was signed into law in the United States. The CARES Act and related notices include several significant provisions. One provision permits employers to defer payment of the employer share of Social Security payroll taxes they otherwise would be responsible for paying in 2020, effective for such payments due after the date the Act was signed into law. Fifty percent of the deferred payroll taxes were due on December 31, 2021, and the remaining amounts are due on December 31, 2022. The full amount of payroll taxes in respect of the year ended December 31, 2020 were paid during the year ended December 31, 2021. We do not expect the other provisions in the CARES Act to have a material impact on our financial results. We will continue to monitor and assess the impact the CARES Act may have on our business and financial results. On December 31, 2020, Congress passed the Consolidated Appropriations Act, 2021. The act includes the Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the COVID-related Tax Relief Act of 2020, both of which extend many credits and other COVID-19 relief, among other extenders. The Consolidated Appropriations Act is retroactively applied to the original date of the CARES Act. Like the CARES Act, under ASC 740, the effects of new legislation would need to be recognized in the period of enactment. Therefore, the effects of the Consolidated Appropriations Act needed to be accounted for in the year ended December 31, 2021. We evaluated the provisions of the Consolidated Appropriations Act and determined that there was no material impact for the year ended December 31, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments We have a non-cancelable operating lease for our headquarters in New York City (“Headquarter Lease”) that expires in 2030. Total rental payments to be paid over the course of the lease are approximately $28.8 million, which excludes our option to exercise a renewal for an additional five years commencing on the last day of the initial term. We received a rent abatement for the first eleven months of the lease arrangement. Upon the conclusion of the abatement period, annual rental payments are consistent for five years and then increase 6% for the remaining five years. We were also required to issue a letter of credit in the amount of $1.4 million as a security deposit to the landlord. We also sublease a portion of our former office space which, in connection with the signing of the Headquarter Lease, we ceased using. Rental income escalates yearly and ranges from approximately $0.3 million to $0.4 million annually for total rental income over the sublease term of $1.3 million. As the rental income is expected to exceed our remaining lease obligations, we will continue to record our remaining lease obligations over the course of the initial lease term which expires May 2030. The sublease expires in March 2023. Rent expense, excluding sublease income, for the years ended December 31, 2021, 2020, and 2019 was $3.3 million, $3.3 million, and $2.2 million, respectively. Rental income for the years ended December 31, 2021, 2020, and 2019 was $0.3 million, $0.3 million, and $0.2 million, respectively. The following represents our future minimum payments under non-cancelable leases for operating facilities as of December 31, 2021 for each of the next five years and thereafter (in thousands): 2022 $ 3,559 2023 3,352 2024 2,780 2025 2,885 2026 2,960 Thereafter 10,113 Total $ 25,649 Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible, and the loss or range of loss can be estimated, we will disclose the possible loss in the notes to our financial statements. Accounting for contingencies requires us to use judgment related to both the likelihood of a loss and the estimate of the amount or range of loss. Legal costs incurred in connection with loss contingencies are expensed as incurred. As previously disclosed in the final prospectus for our IPO filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) on March 18, 2021, on or about October 21, 2020, DoorDash filed a lawsuit against us in New York State Supreme Court, New York County, in a dispute over fees charged to DoorDash. On April 22, 2021, we entered into a definitive settlement agreement with DoorDash. Pursuant to the settlement, we and DoorDash agreed to a dismissal of this case in full without any amounts payable by us to DoorDash in connection with the settlement. Additionally, the parties exchanged releases. On April 22, 2021, we entered into a Restated Delivery Network Agreement (the “Restated Agreement”) with DoorDash, which replaced and superseded the Delivery Network Agreement and Rails Network Addendum, dated March 30, 2017, as previously amended on November 15, 2017 and November 12, 2020, between us and DoorDash. Under the terms of the Restated Agreement, we agreed to issue DoorDash a letter of credit in the amount of $25.0 million to guarantee any future unpaid amounts owed to DoorDash under the Restated Agreement, principally related to our Dispatch module where our restaurant customers are the merchant of record and we collect funds from our restaurant customers. The letter of credit was issued on May 6, 2021. In the event that the letter of credit is drawn down by DoorDash pursuant to the terms of the Restated Agreement, we must increase the amount of such letter of credit up to a maximum of three times during the term so that the available, undrawn amount is once more in the amount of $25.0 million. See “Note 9—Line of Credit” for further details. |
Net (Loss) Income per Share Att
Net (Loss) Income per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income per Share Attributable to Common Stockholders | Net (Loss) Income per Share Attributable to Common Stockholders A reconciliation of net (loss) income available to common stockholders and the number of shares in the calculation of basic (loss) income per share is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Numerator: Net (loss) income and comprehensive (loss) income $ (42,273) $ 3,063 $ (8,258) Less: accretion of redeemable convertible preferred stock to redemption value (14) (70) (136) Less: undeclared 8% non-cumulative dividend on participating securities — (2,993) — Net loss attributable to Class A and Class B common stockholders—basic $ (42,287) $ — $ (8,394) Accretion on redeemable preferred stock 14 — 136 Net loss attributable to Class A and Class B common stockholders—diluted $ (42,273) $ — $ (8,258) Year Ended December 31, 2021 2020 2019 Denominator: Weighted-average Class A and Class B common shares outstanding—basic and diluted 123,822,838 20,082,338 17,446,216 Net loss per share attributable to Class A and Class B common stockholders—basic and diluted $ (0.34) $ — $ (0.48) The following securities were excluded from the computation of diluted net (loss) income per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis): Year Ended December 31, 2021 2020 2019 Redeemable convertible preferred stock — 98,514,932 88,918,857 Outstanding stock options 36,716,816 40,603,089 20,905,665 Outstanding shares estimated to be purchased under ESPP 129,015 — — Outstanding SARs — 1,646,501 1,646,501 Outstanding redeemable convertible preferred stock warrants — 1,682,847 1,485,613 Outstanding common stock warrants — — 53,516 Outstanding restricted stock units 1,082,980 — — Total 37,928,811 142,447,369 113,010,152 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsTwo of our board members have ownership interests in companies to which we provide services, including one of our executive officers who serves on the board of one of these companies and receives an annual cash retainer for service on such board. During the years ended December 31, 2021 and 2020, we generated approximately $1.1 million and $1.0 million of revenue, respectively, from customers identified as related parties. As of December 31, 2021, the outstanding accounts receivable from the related parties was $0.3 million. As of December 31, 2020, the outstanding accounts receivable from the related parties was $0.4 million. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn February 20, 2022, we signed a definitive agreement to acquire all of the outstanding shares of Omnivore Technologies, Inc, a restaurant technology provider that connects restaurants’ Point of Sale systems with technologies that improve efficiency and increase profitability. We expect to pay approximately $50 million in cash as consideration for this transaction. The transaction is expected to close by the end of the first quarter of 2022 and is subject to the satisfaction of customary closing conditions. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The consolidated financial statements include the accounts of Olo Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. |
Segment Information | Segment Information An operating segment is defined as a component of an enterprise for which discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”). We define the CODM as the Chief Executive Officer, as his role is to make decisions about allocating resources and assessing performance. Our business operates in one operating segment, as all of our offerings operate on a single platform and are deployed in an identical way, with our CODM evaluating our financial information, resources and performance of these resources on a combined basis. Since we operate in one operating segment, all required financial segment information can be found in the financial statements. As of December 31, 2021 and December 31, 2020, we did not have assets located outside of the United States and international revenue recognized during the years ended December 31, 2021, 2020, and 2019 was not material. |
Concentrations of Business and Credit Risk | Concentrations of Business and Credit RiskWe are exposed to concentrations of credit risk primarily through our cash held by financial institutions. We primarily deposit our cash with two financial institutions and the amount on deposit exceeds federally insured limits. As of December 31, 2021, no customer had a balance over 10% of our accounts receivable. As of December 31, 2020, 11% of our accounts receivable were due from one customer. For the years ended December 31, 2021, 2020, and 2019, one customer accounted for 18%, 21%, and 11% of our revenue, respectively. |
Concentrations of Business and Credit Risk | Concentrations of Business and Credit RiskWe are exposed to concentrations of credit risk primarily through our cash held by financial institutions. We primarily deposit our cash with two financial institutions and the amount on deposit exceeds federally insured limits. As of December 31, 2021, no customer had a balance over 10% of our accounts receivable. As of December 31, 2020, 11% of our accounts receivable were due from one customer. For the years ended December 31, 2021, 2020, and 2019, one customer accounted for 18%, 21%, and 11% of our revenue, respectively. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are stated at fair value. We consider all short-term, highly liquid investments, with an original maturity of three months or less, to be cash equivalents. |
Accounts Receivable, Net | Accounts Receivable, Net Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable are presented net of an estimate for doubtful accounts based on a review of all outstanding amounts. We maintain an allowance for doubtful accounts based upon an analysis of past credit history, the age of each outstanding invoice, and the current financial condition of our customers, as well as the consideration of expected trends based upon characteristics of the accounts and general economic conditions. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The following summarizes our allowance for doubtful accounts activity as of December 31, 2021 and 2020 (in thousands): Year Ended 2021 2020 2019 Balance at beginning of period $ 631 $ 160 $ 60 Additions 364 614 164 Deductions - write offs (338) (143) (64) Balance at end of period $ 657 $ 631 $ 160 |
Deferred Contract Costs | Deferred Contract Costs We capitalize the incremental costs of obtaining a revenue contract, including sales commissions for new and renewal revenue contracts, certain related incentives, and associated payroll tax and fringe benefit costs. Capitalized amounts are recoverable through future revenue streams under customer contracts. We allocate costs capitalized for contracts to the related performance obligations and amortize these costs on a straight-line basis over the expected period of benefit of those performance obligations. We determined that commissions paid on renewals are commensurate with commissions paid on initial contracts. Accordingly, we amortize commissions on initial contracts over the contract period which is generally three years. We also amortize commissions on renewal contracts over the renewal contract period, which are generally between one to three years. Amounts expected to be recognized within one year of the balance sheets date are recorded as current deferred contract costs. The remaining portion is recorded as non-current deferred contract costs in the balance sheets. Amortization of costs capitalized to obtain revenue contracts is included in sales and marketing expense in the accompanying consolidated statements of operations and comprehensive (loss) income. We periodically evaluate whether there have been any changes in our business, market conditions, or other events which would indicate that the amortization period should be changed, or if there are potential indicators of impairment. For the years ended December 31, 2021, 2020, and 2019, we have not identified any potential indicators of material impairment. |
Deferred Offering Costs | Deferred Offering Costs All deferred offering costs, consisting of legal, accounting, printer, and filing fees related to our IPO, were subsequently offset against proceeds from the IPO upon the completion of the offering on March 19, 2021. Prior to the offering, $2.8 million of deferred offering costs were capitalized as of December 31, 2020. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net is recorded at cost, and presented net of accumulated depreciation. Cost and the related accumulated depreciation are deducted from the accounts upon retirement. Significant additions or improvements extending the useful life of an asset are capitalized, while repairs and maintenance costs are expensed as incurred. Leasehold improvements are amortized on a straight-line basis over the shorter of the term of the lease, or the useful life of the assets. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, we first compare undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. No impairment was required on long-lived assets for the years ended December 31, 2021, 2020, and 2019. |
Internal-Use Software | Internal-Use Software We capitalize certain qualified costs incurred in connection with the development of internal-use software. We evaluate the costs incurred during the application development stage of internal use software to determine whether the costs meet the criteria for capitalization. Costs related to preliminary project activities and post implementation activities are expensed as incurred. As of December 31, 2021 and 2020 capitalized costs related to internal-use software of $3.4 million and $1.7 million, respectively, were included within property and equipment, net on the balance sheet, and such amounts are |
Business Combinations | Business Combinations We account for acquisitions using the acquisition method of accounting and determine whether a transaction constitutes a business and is treated as a business combination or if the transaction does not constitute a business and is treated as an asset acquisition. The acquisition method of accounting requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of acquisition. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including estimates of future revenue and adjusted earnings before interest and taxes and discount rates. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ materially from estimates. Our estimates associated with the accounting for business combinations may change as additional information becomes available regarding the assets acquired and liabilities assumed. Any change in facts and circumstances that existed as of the acquisition date and impacts our estimates is recorded to goodwill if identified within the measurement period. Subsequent to the measurement period or our final determination of fair value of assets and liabilities, whichever is earlier, the adjustments will affect our earnings. Transaction related expenses incurred in a business combination are not included as a component of consideration transferred, but are accounted for as an expense in the period in which the costs are incurred. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interest, if any, over the fair value of identifiable assets acquired and liabilities assumed in a business combination. We have no intangible assets, other than goodwill, with indefinite useful lives. Intangible assets other than goodwill are comprised of acquired developed technology, customer relationships, and trademark. At initial recognition, intangible assets acquired in a business combination or asset acquisition are recognized at their fair value as of the date of acquisition. Following initial recognition, intangible assets are carried at acquisition date fair value less accumulated amortization and impairment losses, if any, and are amortized on a straight-line basis over the estimated useful life of the asset. We will review goodwill for impairment annually on October 1st (beginning day of the fourth quarter) of each fiscal year or whenever events or changes in circumstances indicate that an impairment may exist. In conducting our annual impairment test, we review qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If factors indicate that the fair value of the reporting unit is less than its carrying amount, we perform a quantitative assessment and the fair value of the reporting unit is determined by analyzing the expected present value of future cash flows. If the carrying value of the reporting unit continues to exceed its fair value, the fair value of the reporting unit’s goodwill is calculated and an impairment loss equal to the excess is recorded. We assess the impairment of intangible assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. |
Income Taxes | Income Taxes Deferred income taxes are recorded for the expected tax consequences of temporary differences between the tax basis of assets and liabilities for financial reporting purposes and amounts recognized for income tax purposes. We periodically review the recoverability of deferred tax assets recorded on the balance sheet and provide valuation allowances as deemed necessary to reduce such deferred tax assets to the amount that will, more likely than not, be realized. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, we consider all available evidence for each jurisdiction including past operating results, estimates of future taxable income and the feasibility of ongoing tax planning strategies. In the event we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to income tax expense in the period in which such determination is made. The amount of deferred tax provided is calculated using tax rates enacted at the balance sheet date. The impact of tax law changes is recognized in periods when the change is enacted. A two-step approach is applied in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Our policy is to recognize interest and penalty expenses associated with uncertain tax positions as a component of income tax expense. We are required to file tax returns in the U.S. federal jurisdiction and various states. |
Fair Value Measurement | Fair Value Measurement Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 inputs: Based on unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs: Based on observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 inputs: Based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities, and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The following summarizes assets and liabilities as of December 31, 2021 and December 31, 2020 that are measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Cash and cash equivalents: Money market funds $ 295,101 $ — $ — Total $ 295,101 $ — $ — December 31, 2020 Level 1 Level 2 Level 3 Cash and cash equivalents: Money market funds $ 45,039 $ — $ — Redeemable convertible preferred stock warrant liability — — 19,735 Total $ 45,039 $ — $ 19,735 There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the periods presented. The fair value measurement of the redeemable convertible preferred stock warrant liability is based on significant inputs not observed in the market and thus represents a Level 3 measurement. We estimated the fair value of the liability using the intrinsic value of the warrants. The change in fair value was recognized as other expense in the accompanying consolidated statements of operations and comprehensive (loss) income. See “Note 12—Warrants” for information on the Level 3 inputs used to estimate the fair value of this liability. Prior to the IPO, all shares of our outstanding redeemable convertible preferred stock warrants were exercised and converted into redeemable convertible preferred stock. Upon completion of the IPO, all shares of our outstanding redeemable convertible preferred stock, inclusive of the warrants exercised, converted into shares of Class B common stock. Accounts receivable, accounts payable and accrued expenses are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. Additionally, any recognized and measured identifiable assets acquired and liabilities assumed as a result of acquisition are estimated at their fair values on the date of acquisition. |
Accretion of Redeemable Convertible Preferred Stock and Redeemable Convertible Preferred Stock Liability | Accretion of Redeemable Convertible Preferred Stock Prior to conversion, the carrying value of the redeemable convertible preferred stock was accreted to redemption value from the date of issuance to the earliest redemption date using the effective interest method. Increases to the carrying value of redeemable convertible preferred stock recognized in each period were charged to retained earnings, or in the absence of retained earnings, additional paid in capital. Redeemable Convertible Preferred Stock Liability |
Revenue Recognition | Revenue Recognition We derive our revenue primarily from platform fees to access our software platform and professional services. Revenue is recognized when control of these services transfers to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those services. We apply the principles in the standard using the following steps: • Identify the contract(s) with a customer • Identify the performance obligations in the contract • Determine the transaction price • Allocate the transaction price to the performance obligations in the contract • Recognize revenue when (or as) we satisfy a performance obligation Sales taxes collected from customers and remitted to various governmental authorities are excluded from the measurement of the transaction price and presented on a net basis in our consolidated statements of operations. Any balance collected and not paid is reflected as a liability on the balance sheets. Platform Revenue Platform revenue primarily consists of fees that provide customers access to one or more of our modules and standard customer support. Our contracts typically have initial terms of three years or longer, with continuous one-year automatic renewal periods. A majority of our platform revenue is derived from our Order Management solutions, which consist of our Ordering, Network, Switchboard, Kiosk, and Virtual Brands modules. The Order Management solutions comprise a stand-ready obligation to provide access to the platform that is satisfied over the contract term. Our contracts for the Order Management solutions provide for monthly fixed fees, or monthly fixed fees for a specified quantity of orders processed on the platform, plus monthly overage fees. We generally bill customers on a monthly basis, in arrears. We allocate the variable consideration related to the monthly overages to the distinct month during which the related services were performed, as those fees relate specifically to providing the Order Management solutions of the platform in the period and represent the consideration we are entitled to for providing access to the platform. As a result, the fixed monthly fees and monthly overages are included in the transaction price and recognized as revenue in the period in which the fees are generated. We also generate platform revenue from our Delivery Enablement solutions, which include our Dispatch and Rails modules. Our Dispatch module enables our restaurant customers to offer, manage, and expand delivery to their customers. Our customers for the Dispatch module are both the restaurants and delivery service providers (“DSPs”). The Dispatch module connects restaurants with DSPs to facilitate the ordering and delivery of orders to the restaurants’ customers. We typically collect a per transaction fee from both the restaurant and the DSP. Revenue is recognized when we have arranged for a DSP to deliver the order to the end consumer. Our Rails module allows our customers to control and manage menu availability and pricing and location information while directly integrating orders from third-party channels. Our performance obligation is a stand-ready obligation to provide access to the Rails module that is satisfied over the contract term. We typically receive a fee from the third-party channel for each transaction processed. No minimum monthly amounts or overage fees are charged to the third-party channel in these arrangements. Although we do not directly charge our Ordering customers for these transactions, the transactions count toward the specified quantity and overages activity used in determining our Ordering customers’ monthly Ordering revenue. Subsequent to the Wisely Acquisition, we also generate revenue from our Customer Engagement and Front-of-House solutions. Our Customer Engagement solutions include our Marketing Automation, Sentiment, and Customer Data Platform modules. These solutions enable our customers to collect, analyze, and act on guest data to deepen guest relationships, boost revenue, and increase customer lifetime value (“CLV”). Our Front-of-House solutions consist of our Host module, which enables restaurants to streamline queued orders from multiple sales channels, optimize seat utilization in the dining room, and increase flow-through of reservation and waitlist parties. Both these solutions are a stand-ready obligation to provide access to the platform that is satisfied over the contract term which typically begins with a minimum one-year term. Our contracts for the Customer Engagement and Front-of-House solutions provide for monthly fixed fees and we generally bill customers on a monthly basis, in arrears. As a result, the monthly fixed fees are recognized as revenue in the period in which the fees are generated. Professional Services and Other Revenue Professional services and other revenue primarily consists of fees for platform implementation services. The implementation fees in our contracts are generally variable, consisting of either a fixed fee or a fixed monthly fee over the duration of the implementation project. For contracts with fixed monthly fees, we estimate this variable consideration using the expected value method whereby, at contract inception, we estimate how many months it will take to implement the platform into the customer environment, including time to onboard restaurant franchise locations. This estimate is multiplied by the fixed monthly professional services fee to determine the transaction price, which is recognized over time as the services are performed. The transaction price may be subject to constraint and is included only to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur in a future period. For arrangements where we charge monthly fees, any additional months required for implementation are billed at the same fixed monthly fee. Our customers benefit from our services as they are provided, and we use a cost-to-cost measure of progress to recognize revenue from our implementation services. In certain contracts, we engage third parties to assist in providing professional services to our customers. We determined we are the principal in transferring these services to the customer and recognize revenue on a gross basis. We control the services being provided to our customer and are responsible for ensuring that the services are performed and are acceptable to our customer. That is, we are responsible for fulfillment of the promise in the contract with our customer, and we also have discretion in setting the price with our customer. Contracts with Multiple Performance Obligations Our contracts with customers may contain multiple performance obligations. We identify performance obligations in a contract with a customer based on the goods and services that will be transferred to the customer that are capable of being distinct and that are separately identifiable from other promises in the contract. If not considered distinct, the promised goods or services are combined with other goods or services and accounted for as a combined performance obligation. Identifying distinct performance obligations in a contract requires judgment. Our performance obligations primarily include access to our platform and its different modules and implementation services associated with the platform. Implementation services that require us to perform significant customization and modification of our platform to interface with the customer’s environment are not distinct from the platform. Since our Ordering customers can renew their agreements without paying for implementation again upon renewal, we consider the discounted fees at renewal to provide a material right to the customer. That is, because the customer can renew the implemented service at a discount from the original transaction price, we considered the discount to be a material right since it provides the customer a significant discount to future services. Our obligation to provide future services at a discount is accounted for as a separate performance obligation. Accordingly, we recognize the fair value of the material right over the expected customer life, which commences when the implementation services are complete and the customer obtains access to the platform. All other implementation services are generally distinct and accounted for as separate performance obligations. For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. We determine standalone selling price based on the price at which the distinct good or service is sold separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price taking into account available information such as market conditions, internally approved pricing, and cost-plus expected margin guidelines related to the performance obligations. Contract Balances The timing of revenue recognition may differ from the timing of invoicing to customers. We record a receivable when revenue is recognized upon invoicing and payment will become due solely due to the passage of time. We record a contract asset when revenue is recognized prior to invoicing or payment is contingent upon transfer of control of another separate performance obligation. We record unearned revenue when revenue is recognized subsequent to cash collection. Unearned revenue that will be recognized during the succeeding 12-month period is recorded as current, and the remaining unearned revenue is recorded as non-current. Contract assets that will be billed to the customer during the succeeding 12-month period are recorded as current and the remaining contract assets are recorded as non-current. |
Costs of Revenue | Cost of Revenue Platform Platform cost of revenue primarily consists of costs directly related to our platform services, including expenses for customer support and infrastructure personnel, including salaries, taxes, benefits, bonuses, and stock-based compensation, which we refer to as personnel costs, third-party software licenses, hosting, amortization of internal-use software, amortization of developed technology and data center related costs and allocated overhead costs associated with delivering these services. Professional services and other Professional services and other cost of revenue consists primarily of the personnel costs of our deployment team associated with delivering these services and overhead allocations. |
Research and Development Costs | Research and Development CostsResearch and development expenses are expensed as incurred and primarily consist of engineering and product development personnel costs and allocated overhead costs. Research and development costs exclude capitalized software development costs, as they are capitalized as a component of property and equipment, net and amortized to platform cost of revenue over the term of their useful life. |
Sales and Marketing | Sales and Marketing Sales and marketing expenses primarily consist of sales, marketing and other personnel costs, commissions, amortization of customer relationships, general marketing and promotional activities, and allocated overhead costs. Sales commissions earned by our sales force are deferred and amortized on a straight-line basis over the expected benefit period. We expense all advertising costs when incurred. We incurred advertising expenses of approximately $1.3 million, $0.6 million, and $0.4 million during the years ended December 31, 2021, 2020, and 2019, respectively. Advertising expense is recorded as a component of sales and marketing expenses in the consolidated statements of operations and comprehensive (loss) income. General and Administrative General and administrative expenses primarily consist of personnel costs and contractor fees for finance, legal, human resources, information technology, amortization of trademark, and other administrative functions. In addition, general and administrative expenses include insurance and travel-related expenses and allocated overhead. |
Stock-Based Compensation | Stock-Based Compensation We measure compensation expense for all stock-based payment awards, including stock options and restricted stock units (“RSUs”) granted to employees, directors, and non-employees, as well as stock purchased under our 2021 Employee Stock Purchase Plan (“ESPP”), based on the estimated fair value of the awards on the date of grant. Compensation expense is recognized ratably in earnings, generally over the period during which an employee is required to provide service. We adjust compensation expense based on actual forfeitures as necessary. Time-Based Service Awards Our stock options generally vest ratably over a four-year period and the fair value of our awards is estimated on the date of grant using a Black-Scholes option pricing model. Awards with graded vesting features are recognized over the requisite service period for the entire award. The determination of the grant date fair value of stock awards issued is affected by a number of variables and subjective assumptions, including (i) the fair value of our common stock, (ii) the expected common stock price volatility over the expected life of the award, (iii) the expected term of the award, (iv) risk-free interest rates, (v) the exercise price, and (vi) the expected dividend yield of our common stock. The fair value for RSUs is calculated based on the stock price on the date of grant and our RSUs generally vest ratably over a four-year period. Prior to the IPO, the fair value of our shares of common stock underlying the awards was historically determined by our Board of Directors with input from management and contemporaneous third-party valuations, as there was no public market for our common stock. The Board of Directors determined the fair value of the common stock by considering a number of objective and subjective factors including: the valuation of comparable companies, our operating and financial performance, the lack of liquidity of common stock, transactions in our common stock, and general and industry specific economic outlooks, amongst other factors. After the completion of the IPO, the fair value of our common stock underlying the awards is determined based on the New York Stock Exchange (“NYSE”) closing price on the date of grant. We derive the volatility for stock option awards from the average historical stock volatility of several peer public companies over a period equivalent to the expected term of the awards. We selected companies with comparable characteristics to us, including enterprise value, risk profiles, and position within the industry and with historical share price information sufficient to meet the expected term of the stock options. The historical volatility data has been computed using the daily closing prices for the selected companies. For non-employee and employee awards granted, we estimate the expected term based on the simplified method, which is the mid-point between the vesting date and the end of the contractual term for each award, since our historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of grant whose term is consistent with the expected life of the award. Expected dividend yield is zero percent, as we have not paid, and do not anticipate paying, dividends on our Class A common stock or Class B common stock. Upon the exercise of a stock option award or the vesting of an RSU award, shares of either our Class A common stock or Class B common stock are issued from authorized but unissued shares. Performance-Based Awards We also have historically granted SARs that vest only upon the satisfaction of performance based conditions. The performance-based conditions are satisfied upon the occurrence of a qualifying event, defined as the earlier of (i) the closing of certain change in control transactions, or (ii) an IPO. We record stock-based compensation expense for performance-based equity awards when the performance-based conditions are considered probable to be satisfied. Upon completion of the IPO during the year ended December 31, 2021, SARs were vested and settled, resulting in the issuance of 1,642,570 shares of Class B common stock. We recognized $2.8 million of compensation expense relating to SARs during the year ended December 31, 2021. |
Leases | Leases We categorize leases at their inception as either operating or capital. In the ordinary course of business, we entered into non-cancelable operating leases for office space. We recognize lease costs on a straight-line basis and treat lease incentives as a reduction of rent expense over the term of the agreement. The difference between cash rent payments and rent expense is recorded as a deferred rent liability, with the amount expected to be amortized within the next twelve months classified as a current liability. We subleased a portion of our office space and recognize rental income on a straight-line basis as an offset to rent expense within general and administrative costs. The difference between cash rent payments received and rental income is recorded within prepaid expenses and other current assets. |
Net Income (Loss) Per Share Attributable to Common Shareholders | Net Income (Loss) Per Share Attributable to Common Shareholders We compute net income (loss) per share using the two-class method required for multiple classes of common stock and participating securities. The two-class method requires income available to common stockholders for the period to be allocated between the common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. We consider our redeemable convertible preferred stock and Class B common stock issued upon early exercise of stock options, subject to repurchase, to be participating securities because holders of such shares have non-forfeitable dividend rights in the event a cash dividend is declared on Class A and Class B common stock. The holders of the redeemable convertible preferred stock and Class B common stock issued upon early exercise of stock options would be entitled to dividends in preference to common shareholders, at specified rates, if declared. Then any remaining earnings would be distributed to the holders of Class A and Class B common stock, restricted Class A and Class B common stock, Class B common stock issued upon early exercise of stock options, and the holders of the redeemable convertible preferred stock on a pro-rata basis assuming conversion of all redeemable convertible preferred stock into Class B common stock. These participating securities do not contractually require the holders of such shares to participate in our losses. As such, net losses for the periods presented were not allocated to our participating securities. Basic net income (loss) per share attributable to Class A and Class B common stockholders is calculated by dividing the net income (loss) attributable to Class A and Class B common stockholders by the weighted-average number of shares of Class A and Class B common stock outstanding for the period. The diluted net income (loss) per share is computed by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the if-converted method based on the nature of such securities. For periods in which we reported net losses, diluted net loss per common share attributable to Class A and Class B common stockholders is the same as basic net loss per common share attributable to Class A and Class B common stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
Recently Adopted and Not Yet Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12 , Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes, eliminates certain exceptions within Accounting Standards Codification (“ASC”) Topic 740, “ Income Taxes ,” and clarifies certain aspects of the current guidance to promote consistency among reporting entities. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We adopted ASU 2019-12 as required for the period that includes the year ended December 31, 2021. The most applicable provision is the requirement for entities to account for the income-based portion of a tax as an income tax for those taxes that are partially based on income. This provision and all other provisions did not have a material impact to the tax provision for the year ended December 31, 2021. Accounting Pronouncements Issued but Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) which requires lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Additional disclosures will be required to allow financial statement users to assess the amount, timing, and uncertainty of cash flows arising from leasing activities. A modified retrospective transition approach is required for leases existing at the time of adoption. On November 15, 2019, the FASB issued No. ASU 2019-10, Financial Instruments– Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates ,which deferred the effective date of the standard to fiscal years beginning after December 15, 2020. In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Deferral of the Effective Dates , which deferred the effective date of the standard for non-public companies to fiscal years beginning after December 15, 2021, and for interim periods within fiscal years beginning after December 15, 2022. We plan to adopt this standard as of the effective date January 1, 2022, using the practical expedients allowing us to not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired leases, and (iii) indirect costs for any existing leases. Additionally, any lease arrangements with a term of 12 months or less will be recognized on the statement of operations on a straight-line basis over the lease term and any non-lease components shall not be separated from the lease components, but instead accounted for as a single lease component. The preliminary impact of our adoption, assuming no changes in our leasing arrangements, is estimated to result in the recognition of operating lease right of use assets of approximately $18 million and operating lease liabilities of approximately $20 million on January 1, 2022. We are continuing our assessment, which may identify additional impacts Topic 842 could have on our financial statements, through the end of the first quarter of 2022. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. This guidance also requires new disclosures for financial assets measured at amortized cost, loans, and available-for-sale debt securities. This guidance became effective for us beginning January 1, 2022. We have completed our initial assessment and do not expect adoption of the standard to have a material impact on our financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805)—Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires an acquirer to recognize and measure contract assets and contract liabilities in accordance with ASC Topic 606. Under current GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU No. 2021-08 will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. ASU No. 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. We plan to early adopt ASU No 2021-08 as of January 1, 2022 on a prospective basis and the adoption impact of the new standard will depend on the magnitude of future acquisitions. The standard will not impact our contract assets or liabilities prior to the adoption date. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Rollforward of Allowance for Doubtful Accounts | The following summarizes our allowance for doubtful accounts activity as of December 31, 2021 and 2020 (in thousands): Year Ended 2021 2020 2019 Balance at beginning of period $ 631 $ 160 $ 60 Additions 364 614 164 Deductions - write offs (338) (143) (64) Balance at end of period $ 657 $ 631 $ 160 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following summarizes assets and liabilities as of December 31, 2021 and December 31, 2020 that are measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Cash and cash equivalents: Money market funds $ 295,101 $ — $ — Total $ 295,101 $ — $ — December 31, 2020 Level 1 Level 2 Level 3 Cash and cash equivalents: Money market funds $ 45,039 $ — $ — Redeemable convertible preferred stock warrant liability — — 19,735 Total $ 45,039 $ — $ 19,735 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table disaggregates revenue by type (in thousands): Year Ended December 31, 2021 Platform Professional Total Timing of revenue recognition Transferred over time $ 67,065 $ 4,922 $ 71,987 Transferred at a point in time 77,381 — 77,381 Total revenue $ 144,446 $ 4,922 $ 149,368 Year Ended December 31, 2020 Platform Professional Total Timing of revenue recognition Transferred over time $ 44,754 $ 5,660 $ 50,414 Transferred at a point in time 48,010 — 48,010 Total revenue $ 92,764 $ 5,660 $ 98,424 Year Ended December 31, 2019 Platform Professional Total Timing of revenue recognition Transferred over time $ 32,670 $ 5,570 $ 38,240 Transferred at a point in time 12,451 — 12,451 Total revenue $ 45,121 $ 5,570 $ 50,691 |
Schedule of Current and Non-current Deferred Contract Costs | The following table summarizes the activity of current and non-current deferred contract costs (in thousands): Year Ended 2021 2020 Balance at beginning of period $ 5,176 $ 3,153 Capitalization of deferred contract costs 3,790 3,750 Amortization of deferred contract costs (2,783) (1,727) Balance at end of period $ 6,183 $ 5,176 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following (in thousands): Estimated Useful Life As of December 31, 2021 As of December 31, 2020 Computer and office equipment 3 - 5 $ 1,800 $ 1,375 Capitalized software 3 3,392 1,653 Furniture and fixtures 10 386 386 Leasehold improvements Shorter of estimated useful life or remaining term of lease 374 374 Total property and equipment 5,952 3,788 Less: accumulated depreciation and amortization (2,648) (1,547) Total property and equipment, net $ 3,304 $ 2,241 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The acquisition purchase consideration totaled $177.8 million which consisted of the following (in thousands): Cash, net of cash acquired $ 75,227 Issuance of Class A common stock 96,644 Fair value of substituted stock options 5,943 Total purchase price, net of cash acquired $ 177,814 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed of Wisely as of November 4, 2021 (in thousands): Initial Fair Value Estimate Accounts receivable $ 776 Other current assets (1) 1,145 Customer relationships 9,631 Developed technology 10,185 Trademark 336 Goodwill 162,956 Accrued liabilities (1) (1,394) Deferred revenue (925) Deferred tax liability, net (4,896) Total purchase price, net of cash acquired $ 177,814 (1) Pursuant to the terms of the merger agreement, we recognized an indemnification asset of $1.0 million related to certain assumed liabilities at the acquisition date. The indemnification asset was measured and recognized on the same basis and at the same time as the indemnified liabilities. We will adjust the indemnified amount, as needed, in future reporting periods. |
Business Combination, Transaction Costs | The transaction related expenses are recorded within the consolidated statements of operations and comprehensive (loss) income as follows (in thousands): Cost of revenue: Platform $ 9 Professional services and other 45 Total cost of revenue 54 Operating expenses: Research and development 425 General and administrative 1,922 Sales and marketing 433 Total operating expenses 2,780 Total transaction costs $ 2,834 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes the changes in the carrying amount of goodwill (in thousands): Year Ended 2021 Balance as of the beginning of the period $ — Acquisition 162,956 Balance as of the end of the period $ 162,956 |
Schedule of Finite-Lived Intangible Assets | The gross book value and accumulated amortization of intangible assets, net, as of December 31, 2021 were as follows (in thousands): Weighted-average Remaining Useful Life (in years) Gross Carrying Value Accumulated Amortization Net Carrying Value Developed technology 6.00 $ 10,185 $ (297) $ 9,888 Customer relationships 8.00 9,631 (201) 9,430 Trademark 3.00 336 (19) 317 Balance at December 31, 2021 $ 20,152 $ (517) $ 19,635 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of December 31, 2021, estimated amortization related to the identifiable acquisition-related intangible assets expected to be recognized in future periods was as follows (in thousands): 2022 $ 2,999 2023 3,013 2024 2,995 2025 2,901 2026 2,901 Thereafter 4,826 Total $ 19,635 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): As of December 31, 2021 As of December 31, 2020 Prepaid software licensing fees $ 1,888 $ 855 Other 3,830 806 Total prepaid expenses and other current assets $ 5,718 $ 1,661 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities c onsisted of the following (in thousands): As of December 31, 2021 As of December 31, 2020 Accrued delivery service partner fees $ 35,441 $ 34,067 Accrued compensation and benefits 3,789 5,168 Other 4,359 2,434 Professional and consulting fees 1,806 909 Total accrued expenses and other current liabilities $ 45,395 $ 42,578 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | Class A common stock and Class B common stock reserved for future issuance consisted of the following: As of December 31, As of December 31, Redeemable convertible preferred stock — 98,514,932 Redeemable convertible preferred stock warrants — 1,682,847 Shares available for grant under employee stock purchase plan 3,760,115 — Shares available for grant under stock option plan 18,994,572 1,687,947 Restricted stock units 1,082,980 — Options issued and outstanding under stock option plan 36,716,816 40,807,939 Total common stock reserved for future issuance 60,554,483 142,693,665 |
Schedule of Redeemable Convertible Preferred Stock | As of December 31, 2020, redeemable convertible preferred stock, authorized, issued, outstanding and liquidation values are as follows (in thousands, except share and per share amounts): December 31, 2020 Shares Shares Issued Net Carrying Redemption Redemption Series A 696,235 696,235 $ 957 $ 1.38 $ 957 Series A-1 3,713,616 3,698,452 6,092 1.65 6,092 Series B 8,184,548 8,184,548 5,854 0.70 5,700 Series C 14,151,361 12,620,154 8,760 0.70 8,789 Series D 24,172,487 24,172,487 40,276 1.67 40,350 Series E 9,590,873 9,590,873 49,798 5.21 50,000 Total 60,509,120 58,962,749 $ 111,737 $ 111,888 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Units | The following summarizes the activity for the unvested RSUs during the year ended December 31, 2021: Shares Weighted- Unvested at December 31, 2020 — $ — Granted 1,108,560 27.79 Vested (2,424) 30.44 Forfeited and canceled (23,156) 29.92 Unvested at December 31, 2021 1,082,980 $ 27.70 |
Schedule of Stock Options | The following summarizes our stock option activity for the periods indicated (in thousands, except share and per share amounts): Number of Weighted- Weighted- Aggregate As of December 31, 2018 35,053,150 $ 1.07 6.16 $ 53,676 Granted 4,171,766 2.65 Exercised (2,137,682) 0.20 Forfeited and canceled (817,003) 1.04 As of December 31, 2019 36,270,231 $ 1.31 5.81 $ 96,377 Granted 7,819,371 4.13 Exercised (4,151,519) 0.51 Forfeited and canceled (776,645) 2.75 As of December 31, 2020 39,161,438 $ 1.93 5.89 $ 347,574 Granted (1) 7,314,046 10.35 Exercised (8,892,240) 1.71 Forfeited and canceled (866,428) 6.55 Vested and expected to vest as of December 31, 2021 36,716,816 $ 3.55 5.76 $ 633,730 Exercisable as of December 31, 2021 26,185,527 $ 1.98 4.59 $ 493,115 (1) Includes 224,882 shares of outstanding fully vested substituted stock options that were granted upon acquisition of Wisely. The weighted average exercise price of options substituted was $1.50 per share and the weighted average grant date fair value on the date of substitution was $27.93 per share. |
Schedule of Options Vested | The following table summarizes the weighted-average grant date fair value of options granted, intrinsic value of options exercised, and grant date fair value of options vested for the years ended December 31, 2021, 2020, and 2019 (in thousands, except per share amounts): Year Ended 2021 2020 2019 Weighted-average grant date fair value of options granted $ 10.17 $ 3.82 $ 1.59 Intrinsic value of options exercised $ 246,238 $ 17,814 $ 6,120 Total grant date fair value of options vested $ 43,769 $ 12,684 $ 3,310 |
Schedule of Black-Scholes Option Pricing Model Assumptions | We estimated the fair value of stock options granted using the Black-Scholes option pricing model with the following weighted-average assumptions: Year Ended 2021 2020 2019 Expected term (in years) 5.48 - 6.07 5.50 - 6.08 5.09 - 10.00 Volatility 52% - 65% 43% - 66% 45% - 50% Risk-free interest rate 0.50% - 1.06% 0.37% - 1.63% 1.60% - 2.50% Dividend yield 0% 0% 0% Fair value of underlying common stock $16.78 - $30.02 $4.06 - $9.05 $2.66 - $3.76 |
Schedule of Stock-based Compensation By Statement of Operations Line Item | The classification of stock-based compensation expense, which includes expense for stock options, RSUs, SARs, and ESPP charges, by line item within the consolidated statements of operations and comprehensive (loss) income is as follows (in thousands): Year Ended 2021 2020 2019 Cost of revenue - platform $ 2,705 $ 556 $ 253 Cost of revenue - professional services and other 474 124 46 Research and development 11,283 1,497 814 General and administrative 16,137 2,827 3,493 Sales and marketing 2,128 376 220 Total stock-based compensation expense $ 32,727 $ 5,380 $ 4,826 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Convertible Redeemable Preferred Stock Warrants | The following table summarizes the activity of the redeemable convertible preferred stock warrants since December 31, 2020: Issuance Date Expiration Date Exercise Price Warrants Outstanding at December 31, Warrants Exercised in The Year Ended December 31, 2021 Warrants Outstanding at December 31, Series A-1 2012 5/14/2022 $ 0.17 151,640 151,640 — Series C 2014 10/10/2024 0.70 562,241 562,241 — Series C 2016 1/12/2026 — 968,966 968,966 — Total 1,682,847 1,682,847 — The following table represents the activity of the redeemable convertible preferred stock warrant liability (in thousands): Fair Value Balance at December 31, 2019 $ 7,021 Change in fair value 12,714 Balance at January 1, 2021 19,735 Change in fair value 18,930 Exercise of warrants (38,665) Balance at December 31, 2021 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes consists of the following for the years ended December 31, 2021, 2020, and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 Current income tax provision: Federal $ — $ — $ — State 340 189 26 Total current income tax provision 340 189 26 Deferred income tax provision: Federal (4,056) — — State (840) — — Total deferred income tax benefit (4,896) — — Total income tax (benefit) provision $ (4,556) $ 189 $ 26 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the U.S. statutory income tax rate to our effective tax rate is as follows: Year Ended December 31, 2021 2020 2019 Federal statutory rate 21.00 % 21.00 % 21.00 % Change in fair value of warrant (8.53) 82.10 — State and local taxes, net of federal benefit 8.63 6.32 (0.18) Acquisition-related deferred tax liability 10.51 — — Valuation allowance (90.05) (107.62) (9.35) Stock-based compensation 86.84 4.50 (3.65) Executive compensation (16.81) — — Other (1.86) (0.47) (8.14) Total provision and effective tax rate 9.73 % 5.83 % (0.32) % |
Schedule of Deferred Tax Assets and Liabilities | The components of our net deferred tax assets and liabilities are as follows (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: Accrued expenses $ 672 $ 1,244 Deferred rent 520 609 Stock-based compensation 2,503 1,184 Net operating losses 54,505 8,365 Tax credits 1,331 1,331 Charitable stock donation 3,187 — Other 160 174 Total deferred tax assets 62,878 12,907 Less valuation allowance (56,291) (10,868) Net deferred tax assets 6,587 2,039 Unearned revenue (91) (209) Intangible assets (4,791) — Deferred contract costs (1,502) (1,330) Property and equipment (203) (500) Net deferred tax liabilities (6,587) (2,039) Total net deferred tax assets (liabilities) $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The following represents our future minimum payments under non-cancelable leases for operating facilities as of December 31, 2021 for each of the next five years and thereafter (in thousands): 2022 $ 3,559 2023 3,352 2024 2,780 2025 2,885 2026 2,960 Thereafter 10,113 Total $ 25,649 |
Net Income (Loss) per Share Att
Net Income (Loss) per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Available to Common Stockholders | A reconciliation of net (loss) income available to common stockholders and the number of shares in the calculation of basic (loss) income per share is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Numerator: Net (loss) income and comprehensive (loss) income $ (42,273) $ 3,063 $ (8,258) Less: accretion of redeemable convertible preferred stock to redemption value (14) (70) (136) Less: undeclared 8% non-cumulative dividend on participating securities — (2,993) — Net loss attributable to Class A and Class B common stockholders—basic $ (42,287) $ — $ (8,394) Accretion on redeemable preferred stock 14 — 136 Net loss attributable to Class A and Class B common stockholders—diluted $ (42,273) $ — $ (8,258) Year Ended December 31, 2021 2020 2019 Denominator: Weighted-average Class A and Class B common shares outstanding—basic and diluted 123,822,838 20,082,338 17,446,216 Net loss per share attributable to Class A and Class B common stockholders—basic and diluted $ (0.34) $ — $ (0.48) |
Schedule of Anti-dilutive Securities Excluded from Loss per Share | The following securities were excluded from the computation of diluted net (loss) income per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis): Year Ended December 31, 2021 2020 2019 Redeemable convertible preferred stock — 98,514,932 88,918,857 Outstanding stock options 36,716,816 40,603,089 20,905,665 Outstanding shares estimated to be purchased under ESPP 129,015 — — Outstanding SARs — 1,646,501 1,646,501 Outstanding redeemable convertible preferred stock warrants — 1,682,847 1,485,613 Outstanding common stock warrants — — 53,516 Outstanding restricted stock units 1,082,980 — — Total 37,928,811 142,447,369 113,010,152 |
Business (Details)
Business (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 19, 2021 | Mar. 18, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||
Stock issuance costs | $ 4,124 | $ 2,154 | $ 143 | ||
Issuance of preferred stock on exercises of warrants (in shares) | 1,681,848 | 63,308 | |||
IPO | |||||
Class of Stock [Line Items] | |||||
Stock issuance costs | $ 6,600 | ||||
Common Class A | IPO | |||||
Class of Stock [Line Items] | |||||
Shares issued and sold (in shares) | 20,700,000 | ||||
Public offing price per share (in USD per share) | $ 25 | ||||
Proceeds from public offering | $ 485,500 | ||||
Common Class B | |||||
Class of Stock [Line Items] | |||||
Shares converted (in shares) | 100,196,780 | ||||
Common Class B | Outstanding SARs | |||||
Class of Stock [Line Items] | |||||
Shares issued upon vesting and settlement (in shares) | 1,642,570 |
Significant Accounting Polici_4
Significant Accounting Policies - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021USD ($)segmentshares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 01, 2022USD ($) | |
Property, Plant and Equipment [Line Items] | ||||
Number of operating segments | segment | 1 | |||
Deferred offering costs | $ 0 | $ 2,792 | ||
Impairment of property and equipment, net | 0 | 0 | $ 0 | |
Capitalized computer software | 3,400 | 1,700 | ||
Advertising expense | 1,300 | 600 | 400 | |
Stock-based compensation expense | 32,727 | 5,380 | 4,826 | |
Accounting Standards Update 2016-02 | Subsequent Event | ||||
Property, Plant and Equipment [Line Items] | ||||
Operating lease, right-of-use asset | $ 18,000 | |||
Total lease rental payment | $ 20,000 | |||
Capitalized software | ||||
Property, Plant and Equipment [Line Items] | ||||
Capitalized software amortization | 600 | $ 300 | $ 100 | |
Internal use software, expected amortization, year one | 600 | |||
Internal use software, expected amortization, year two | 300 | |||
Internal use software, expected amortization, year three | $ 100 | |||
Accounts Receivable | Customer Concentration Risk | Largest Customer | ||||
Property, Plant and Equipment [Line Items] | ||||
Concentration risk | 11.00% | |||
Revenue Benchmark | Customer Concentration Risk | Largest Customer | ||||
Property, Plant and Equipment [Line Items] | ||||
Concentration risk | 18.00% | 21.00% | 11.00% | |
Outstanding stock options | ||||
Property, Plant and Equipment [Line Items] | ||||
Vesting period (in years) | 4 years | |||
Dividend yield | 0.00% | 0.00% | 0.00% | |
Outstanding restricted stock units | ||||
Property, Plant and Equipment [Line Items] | ||||
Vesting period (in years) | 4 years | |||
Outstanding SARs | ||||
Property, Plant and Equipment [Line Items] | ||||
Stock-based compensation expense | $ 2,800 | |||
Outstanding SARs | Common Class B | ||||
Property, Plant and Equipment [Line Items] | ||||
Issuance of common stock upon settlement of SARs (in shares) | shares | 1,642,570 |
Significant Accounting Polici_5
Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at beginning of period | $ 631 | $ 160 | $ 60 |
Bad debt expense | 364 | 614 | 164 |
Deductions - write offs | (338) | (143) | (64) |
Balance at end of period | $ 657 | $ 631 | $ 160 |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value | $ 295,101 | $ 45,039 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value | 0 | 19,735 |
Money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value asset | 295,101 | 45,039 |
Money market funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value asset | 0 | 0 |
Money market funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value asset | $ 0 | 0 |
Redeemable convertible preferred stock warrant liability | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liability | 0 | |
Redeemable convertible preferred stock warrant liability | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liability | 0 | |
Redeemable convertible preferred stock warrant liability | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liability | $ 19,735 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenue: | $ 149,368 | $ 98,424 | $ 50,691 |
Transferred over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue: | 71,987 | 50,414 | 38,240 |
Transferred at Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue: | 77,381 | 48,010 | 12,451 |
Platform | |||
Disaggregation of Revenue [Line Items] | |||
Revenue: | 144,446 | 92,764 | 45,121 |
Platform | Transferred over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue: | 67,065 | 44,754 | 32,670 |
Platform | Transferred at Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue: | 77,381 | 48,010 | 12,451 |
Professional services and other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue: | 4,922 | 5,660 | 5,570 |
Professional services and other | Transferred over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue: | 4,922 | 5,660 | 5,570 |
Professional services and other | Transferred at Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue: | $ 0 | $ 0 | $ 0 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Contract assets | $ 1 | $ 0.9 |
Revenue recognized previously unearned | 0.5 | $ 0.8 |
Remaining performance obligations | $ 40 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Percent of remaining performance obligation expected to be recognized | 42.00% | |
Revenue, remaining performance obligation, period | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Minimum | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, period | 24 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Maximum | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, period | 48 months |
Revenue Recognition - Deferred
Revenue Recognition - Deferred Contract Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Capitalized Contract Cost [Roll Forward] | ||
Capitalized contract cost balance at beginning of period | $ 5,176 | $ 3,153 |
Capitalization of deferred contract costs | 3,790 | 3,750 |
Amortization of deferred contract costs | (2,783) | (1,727) |
Capitalized contract cost balance at end of period | $ 6,183 | $ 5,176 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 5,952 | $ 3,788 | |
Less: accumulated depreciation and amortization | (2,648) | (1,547) | |
Total property and equipment, net | 3,304 | 2,241 | |
Depreciation | 1,100 | 700 | $ 400 |
Loss on disposal of property and equipment | 0 | 0 | $ 77 |
Computer and office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 1,800 | 1,375 | |
Computer and office equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (in Years) | 3 years | ||
Computer and office equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (in Years) | 5 years | ||
Capitalized software | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (in Years) | 3 years | ||
Property and equipment, gross | $ 3,392 | 1,653 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (in Years) | 10 years | ||
Property and equipment, gross | $ 386 | 386 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 374 | $ 374 |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) $ / shares in Units, $ in Thousands | Nov. 04, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Oct. 01, 2021USD ($) |
Asset Acquisition [Line Items] | |||||
Acquisition, net of cash acquired | $ 75,227 | $ 0 | $ 0 | ||
Fair value of substituted stock options | $ 5,943 | ||||
SARs granted (in shares) | shares | 7,314,046 | 7,819,371 | 4,171,766 | ||
Goodwill | $ 162,956 | $ 0 | |||
Wisely Inc. | |||||
Asset Acquisition [Line Items] | |||||
Business combination consideration transferred | $ 177,814 | ||||
Acquisition, net of cash acquired | 75,227 | ||||
Issuance of Class A common stock | 96,644 | ||||
Fair value of substituted stock options | $ 5,943 | ||||
Business acquisition, share price (usd per share) | $ / shares | $ 27.93 | ||||
Business acquisition, equity interest issued or issuable, number of shares (in shares) | shares | 3,500,000 | ||||
SARs granted (in shares) | shares | 200,000 | 224,882 | |||
Convertible notes receivable | $ 7,000 | ||||
Interest rate | 6.00% | ||||
Goodwill | $ 162,956 | ||||
Total transaction costs | $ 2,834 | ||||
Wisely Inc. | Customer relationships | Discount Rate | |||||
Asset Acquisition [Line Items] | |||||
Intangible assets, measurement input | 0.170 | ||||
Wisely Inc. | Developed technology | Discount Rate | |||||
Asset Acquisition [Line Items] | |||||
Intangible assets, measurement input | 0.170 | ||||
Wisely Inc. | Developed technology | Pre Tax Royalty Rate | |||||
Asset Acquisition [Line Items] | |||||
Intangible assets, measurement input | 0.090 | ||||
Wisely Inc. | Trade Names | Discount Rate | |||||
Asset Acquisition [Line Items] | |||||
Intangible assets, measurement input | 0.170 | ||||
Wisely Inc. | Trade Names | Pre Tax Royalty Rate | |||||
Asset Acquisition [Line Items] | |||||
Intangible assets, measurement input | 0.005 |
Acquisition - Purchase Consider
Acquisition - Purchase Consideration (Details) - USD ($) $ in Thousands | Nov. 04, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Asset Acquisition [Line Items] | ||||
Acquisition, net of cash acquired | $ 75,227 | $ 0 | $ 0 | |
Fair value of substituted stock options | $ 5,943 | |||
Wisely Inc. | ||||
Asset Acquisition [Line Items] | ||||
Acquisition, net of cash acquired | $ 75,227 | |||
Issuance of Class A common stock | 96,644 | |||
Fair value of substituted stock options | 5,943 | |||
Total purchase price, net of cash acquired | $ 177,814 |
Acquisition - Allocation (Detai
Acquisition - Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Nov. 04, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 162,956 | $ 0 | |
Indemnification asset current | $ 1,000 | ||
Wisely Inc. | |||
Business Acquisition [Line Items] | |||
Accounts receivable | 776 | ||
Other current assets | 1,145 | ||
Goodwill | 162,956 | ||
Accrued liabilities | (1,394) | ||
Deferred revenue | (925) | ||
Deferred tax liability, net | (4,896) | ||
Total purchase price, net of cash acquired | 177,814 | ||
Wisely Inc. | Customer relationships | |||
Business Acquisition [Line Items] | |||
Intangible assets | 9,631 | ||
Wisely Inc. | Developed technology | |||
Business Acquisition [Line Items] | |||
Intangible assets | 10,185 | ||
Wisely Inc. | Trademark | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 336 |
Acquisition - Transaction Costs
Acquisition - Transaction Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Asset Acquisition [Line Items] | |||
Cost of revenue: | $ 30,830 | $ 18,668 | $ 15,586 |
Research and development | 58,918 | 32,907 | 21,687 |
General and administrative | 69,625 | 22,209 | 12,157 |
Sales and marketing | 17,971 | 8,545 | 6,351 |
Total operating expenses | 146,514 | $ 63,661 | $ 40,195 |
Wisely Inc. | |||
Asset Acquisition [Line Items] | |||
Cost of revenue: | 54 | ||
Research and development | 425 | ||
General and administrative | 1,922 | ||
Sales and marketing | 433 | ||
Total operating expenses | 2,780 | ||
Total transaction costs | 2,834 | ||
Wisely Inc. | Platform | |||
Asset Acquisition [Line Items] | |||
Cost of revenue: | 9 | ||
Wisely Inc. | Professional services and other | |||
Asset Acquisition [Line Items] | |||
Cost of revenue: | $ 45 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Rollforward (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Balance as of the beginning of the period | $ 0 |
Acquisition | 162,956 |
Balance as of the end of the period | $ 162,956 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Gross Book Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 20,152 | |
Accumulated Amortization | (517) | |
Net Carrying Value | $ 19,635 | $ 0 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 6 years | |
Gross Carrying Value | $ 10,185 | |
Accumulated Amortization | (297) | |
Net Carrying Value | $ 9,888 | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 8 years | |
Gross Carrying Value | $ 9,631 | |
Accumulated Amortization | (201) | |
Net Carrying Value | $ 9,430 | |
Trademark | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 3 years | |
Gross Carrying Value | $ 336 | |
Accumulated Amortization | (19) | |
Net Carrying Value | $ 317 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Future Amortization (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization of intangible assets | $ 500 |
2022 | 2,999 |
2023 | 3,013 |
2024 | 2,995 |
2025 | 2,901 |
2026 | 2,901 |
Thereafter | 4,826 |
Total | $ 19,635 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid software licensing fees | $ 1,888 | $ 855 |
Other | 3,830 | 806 |
Total prepaid expenses and other current assets | $ 5,718 | $ 1,661 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued delivery service partner fees | $ 35,441 | $ 34,067 |
Accrued compensation and benefits | 3,789 | 5,168 |
Other | 4,359 | 2,434 |
Professional and consulting fees | 1,806 | 909 |
Total accrued expenses and other current liabilities | $ 45,395 | $ 42,578 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) | 12 Months Ended | |||||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 01, 2021 | May 06, 2021 | Apr. 30, 2021 | Apr. 22, 2021 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | ||||||||
Interest expense | $ 0 | $ 157,000 | $ 219,000 | |||||
Revolving Credit Facility | Letter of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Letters of credit outstanding, amount | 1,400,000 | |||||||
Revolving Credit Facility | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding balance of credit | 0 | |||||||
Interest expense | 0 | $ 200,000 | $ 200,000 | |||||
Interest rate, end of period | 5.00% | |||||||
Maximum borrowing capacity | $ 35,000,000 | $ 25,000,000 | ||||||
Line of credit facility, cash deposits requirement | $ 75,000,000 | |||||||
Line of credit facility, requirement percentage | 50.00% | |||||||
Current borrowing capacity | $ 8,600,000 | |||||||
Failure to cure default, increase in interest rate | 5.00% | |||||||
Non-Formula Line | Revolving Credit Facility | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 5.00% | |||||||
Non-Formula Line | Revolving Credit Facility | Prime Rate | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread | 0.75% | |||||||
Formula Line | Revolving Credit Facility | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 4.50% | |||||||
Formula Line | Revolving Credit Facility | Prime Rate | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread | 0.20% | |||||||
DoorDash Agreement | Letter of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Letter of credit issued amount | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | |||||
Amounts drawn against letter of credit | $ 0 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - Narrative (Details) $ / shares in Units, $ in Thousands | Mar. 05, 2021vote$ / sharesshares | Mar. 31, 2021shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | ||||
Stock split ratio | 17 | |||
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | 0 | |
Preferred stock, par value (in USD per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |
Issuance of common stock in connection with charitable donation | $ | $ 13,107 | |||
Common Class A | ||||
Class of Stock [Line Items] | ||||
Common stock authorized (in shares) | 1,700,000,000 | 1,700,000,000 | 0 | |
Number of votes per share of common stock | vote | 1 | |||
Outstanding shares reclassified (in shares) | 78,550,530 | 0 | ||
Issuance of common stock in connection with charitable donation (in shares) | 345,836 | |||
Issuance of common stock in connection with charitable donation | $ | $ 13,100 | |||
Approved shares for issuance in connection with charitable donation (in shares) | 1,729,189 | |||
Common Class B | ||||
Class of Stock [Line Items] | ||||
Common stock authorized (in shares) | 185,000,000 | 185,000,000 | 185,000,000 | |
Number of votes per share of common stock | vote | 10 | |||
Outstanding shares reclassified (in shares) | 124,012,926 | 79,149,659 | 22,320,286 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Common Stock Reserved for Future Issuance (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 60,554,483 | 142,693,665 |
Redeemable Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 0 | 98,514,932 |
Redeemable convertible preferred stock warrants | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 0 | 1,682,847 |
Employee Stock | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 3,760,115 | 0 |
Shares available for grant under stock option plan | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 18,994,572 | 1,687,947 |
Restricted stock units | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 1,082,980 | 0 |
Options issued and outstanding under stock option plan | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 36,716,816 | 40,807,939 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Schedule of Temporary Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Temporary Equity, Other Disclosures [Abstract] | ||||
Temporary equity, shares authorized (in shares) | 0 | 60,509,120 | ||
Temporary equity, shares outstanding (in shares) | 0 | 58,962,749 | ||
Temporary equity, shares issued (in shares) | 0 | 58,962,749 | 49,371,876 | 49,308,568 |
Net Carrying Value | $ 0 | $ 111,737 | $ 61,901 | $ 61,567 |
Redemption Value/Liquidation Preference | $ 111,888 | |||
Series A | ||||
Temporary Equity, Other Disclosures [Abstract] | ||||
Temporary equity, shares authorized (in shares) | 696,235 | |||
Temporary equity, shares outstanding (in shares) | 696,235 | |||
Temporary equity, shares issued (in shares) | 696,235 | |||
Net Carrying Value | $ 957 | |||
Redemption price / liquidation preference (in USD per share) | $ 1.38 | |||
Redemption Value/Liquidation Preference | $ 957 | |||
Series A-1 | ||||
Temporary Equity, Other Disclosures [Abstract] | ||||
Temporary equity, shares authorized (in shares) | 3,713,616 | |||
Temporary equity, shares outstanding (in shares) | 3,698,452 | |||
Temporary equity, shares issued (in shares) | 3,698,452 | |||
Net Carrying Value | $ 6,092 | |||
Redemption price / liquidation preference (in USD per share) | $ 1.65 | |||
Redemption Value/Liquidation Preference | $ 6,092 | |||
Series B | ||||
Temporary Equity, Other Disclosures [Abstract] | ||||
Temporary equity, shares authorized (in shares) | 8,184,548 | |||
Temporary equity, shares outstanding (in shares) | 8,184,548 | |||
Temporary equity, shares issued (in shares) | 8,184,548 | |||
Net Carrying Value | $ 5,854 | |||
Redemption price / liquidation preference (in USD per share) | $ 0.70 | |||
Redemption Value/Liquidation Preference | $ 5,700 | |||
Series C | ||||
Temporary Equity, Other Disclosures [Abstract] | ||||
Temporary equity, shares authorized (in shares) | 14,151,361 | |||
Temporary equity, shares outstanding (in shares) | 12,620,154 | |||
Temporary equity, shares issued (in shares) | 12,620,154 | |||
Net Carrying Value | $ 8,760 | |||
Redemption price / liquidation preference (in USD per share) | $ 0.70 | |||
Redemption Value/Liquidation Preference | $ 8,789 | |||
Series D | ||||
Temporary Equity, Other Disclosures [Abstract] | ||||
Temporary equity, shares authorized (in shares) | 24,172,487 | |||
Temporary equity, shares outstanding (in shares) | 24,172,487 | |||
Temporary equity, shares issued (in shares) | 24,172,487 | |||
Net Carrying Value | $ 40,276 | |||
Redemption price / liquidation preference (in USD per share) | $ 1.67 | |||
Redemption Value/Liquidation Preference | $ 40,350 | |||
Series E | ||||
Temporary Equity, Other Disclosures [Abstract] | ||||
Temporary equity, shares authorized (in shares) | 9,590,873 | |||
Temporary equity, shares outstanding (in shares) | 9,590,873 | |||
Temporary equity, shares issued (in shares) | 9,590,873 | |||
Net Carrying Value | $ 49,798 | |||
Redemption price / liquidation preference (in USD per share) | $ 5.21 | |||
Redemption Value/Liquidation Preference | $ 50,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | Mar. 17, 2021 | Mar. 13, 2021 | Mar. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Outstanding shares exercised early (in shares) | 120,088 | 204,850 | |||||
Liability recorded for unvested shares exercised early | $ 300 | ||||||
Accrued expenses and other liabilities recorded for unvested shares exercised early | 200 | ||||||
Other liabilities, non-current, recorded for unvested shares exercised early | $ 100 | ||||||
Common shares authorized for issuance (in shares) | 20,615,612 | 46,170,691 | |||||
Common stock reserved for future issuance (in shares) | 60,554,483 | 142,693,665 | |||||
SARs granted (in shares) | 7,314,046 | 7,819,371 | 4,171,766 | ||||
Stock-based compensation expense | $ 32,727 | $ 5,380 | $ 4,826 | ||||
Aggregate intrinsic value of shares outstanding | 633,730 | $ 347,574 | $ 96,377 | $ 53,676 | |||
Future stock-based compensation for unvested options granted and outstanding | $ 69,000 | ||||||
Outstanding SARs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
SARs granted (in shares) | 0 | 0 | |||||
Stock-based compensation expense | $ 2,800 | ||||||
Aggregate intrinsic value of shares outstanding | $ 17,700 | ||||||
Outstanding stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expiration period | 10 years | ||||||
Percentage of fair value of shares at grant date to determine purchase price | 100.00% | ||||||
Percent determining major stockholder | 10.00% | ||||||
Vesting period (in years) | 4 years | ||||||
Weighted-average recognition period | 2 years 10 months 2 days | ||||||
Outstanding stock options | 10% Stockholder | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expiration period | 5 years | ||||||
Incentive stock option (ISO) and nonqualified stock option (NSO) | 10% Stockholder | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage of fair value of shares at grant date to determine purchase price | 110.00% | ||||||
Restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period (in years) | 4 years | ||||||
RSUs granted (in shares) | 1,108,560 | ||||||
Unrecognized compensation expense | $ 28,000 | ||||||
Weighted-average recognition period | 3 years 8 months 15 days | ||||||
Restricted stock units | Board Of Directors | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Value of awards granted | $ 1,000 | ||||||
RSUs granted (in shares) | 39,870 | ||||||
Restricted stock units | Director | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period (in years) | 3 years | ||||||
Value of awards granted | $ 300 | ||||||
ESPP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 1,300 | ||||||
Options and other Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock reserved for future issuance (in shares) | 18,994,572 | 1,687,947 | |||||
Minimum | Incentive stock option (ISO) and nonqualified stock option (NSO) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percent determining major stockholder | 10.00% | ||||||
Common Class A | ESPP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage of fair value of shares at grant date to determine purchase price | 85.00% | ||||||
Common shares authorized for issuance (in shares) | 3,900,000 | ||||||
Annual percent increase of number of shares reserved for issuance | 1.00% | ||||||
Annual increase of number of shares reserved for issuance (in shares) | 11,700,000 | ||||||
Percentage of earnings applied to purchase of stock under ESPP | 15.00% | ||||||
Common Class B | Outstanding SARs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued upon vesting and settlement (in shares) | 1,642,570 | ||||||
Outstanding stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock reserved for future issuance (in shares) | 18,994,572 | 1,687,947 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of RSUs (Details) - Restricted stock units | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Shares | |
RSUs unvested at beginning of period (in shares) | shares | 0 |
RSUs granted (in shares) | shares | 1,108,560 |
RSUs vested (in shares) | shares | (2,424) |
RSUs forfeited and canceled (in shares) | shares | (23,156) |
RSUs unvested at end of period (in shares) | shares | 1,082,980 |
Weighted- Average Grant Date Fair Value | |
Weighted-average grant date fair value of RSUs unvested at beginning of period (in USD per share) | $ / shares | $ 0 |
Weighted-average grant date fair value of RSUs granted (in USD per share) | $ / shares | 27.79 |
Weighted-average grant date fair value of RSUs vested (in USD per share) | $ / shares | 30.44 |
Weighted-average grant date fair value of RSUs forfeited and canceled (in USD per share) | $ / shares | 29.92 |
Weighted-average grant date fair value of RSUs unvested at end of period (in USD per share) | $ / shares | $ 27.70 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 04, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Number of options outstanding | |||||
Options outstanding at beginning of period (in shares) | 39,161,438 | 36,270,231 | 35,053,150 | ||
Awards granted and awarded (in shares) | 7,314,046 | 7,819,371 | 4,171,766 | ||
Options exercised (in shares) | (8,892,240) | (4,151,519) | (2,137,682) | ||
Options forfeited and canceled (in shares) | (866,428) | (776,645) | (817,003) | ||
Options outstanding at end of period (in shares) | 36,716,816 | 39,161,438 | 36,270,231 | 35,053,150 | |
Options vested and expected to vest (in shares) | 36,716,816 | ||||
Options exercisable (in shares) | 26,185,527 | ||||
Weighted- average exercise price | |||||
Weighted-average exercise price of options outstanding at beginning of period (in USD per share) | $ 1.93 | $ 1.31 | $ 1.07 | ||
Weighted-average exercise price of options granted (in USD per share) | 10.35 | 4.13 | 2.65 | ||
Weighted-average exercise price of options exercised (in USD per share) | 1.71 | 0.51 | 0.20 | ||
Weighted-average exercise price of options forfeited and canceled (in USD per share) | 6.55 | 2.75 | 1.04 | ||
Weighted-average exercise price of options outstanding at end of period (in USD per share) | 3.55 | $ 1.93 | $ 1.31 | $ 1.07 | |
Weighted-average exercise price of options vested and expected to vest (in USD per share) | 3.55 | ||||
Weighted-average exercise price of options exercisable (in USD per share) | $ 1.98 | ||||
Weighted-average remaining contractual term of options outstanding (in years) | 5 years 9 months 3 days | 5 years 10 months 20 days | 5 years 9 months 21 days | 6 years 1 month 28 days | |
Weighted-average remaining contractual term of options vested and expected to vest (in years) | 5 years 9 months 3 days | ||||
Weighted-average remaining contractual term of options exercisable (in years) | 4 years 7 months 2 days | ||||
Aggregate intrinsic value of shares outstanding | $ 633,730 | $ 347,574 | $ 96,377 | $ 53,676 | |
Aggregate intrinsic value of options vested and expected to vest | 633,730 | ||||
Aggregate intrinsic value of shares exercisable | $ 493,115 | ||||
Weighted-average grant date fair value of options granted (in USD per share) | $ 10.17 | $ 3.82 | $ 1.59 | ||
Wisely Inc. | |||||
Number of options outstanding | |||||
Awards granted and awarded (in shares) | 200,000 | 224,882 | |||
Weighted- average exercise price | |||||
Weighted-average exercise price of options granted (in USD per share) | $ 1.50 | ||||
Weighted-average grant date fair value of options granted (in USD per share) | $ 27.93 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Additional Stock Option Disclosures (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Weighted-average grant date fair value of options granted (in USD per share) | $ 10.17 | $ 3.82 | $ 1.59 |
Intrinsic value of options exercised | $ 246,238 | $ 17,814 | $ 6,120 |
Total grant date fair value of options vested | $ 43,769 | $ 12,684 | $ 3,310 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Black-Scholes Assumptions (Details) - Outstanding stock options - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Minimum risk-free interest rate | 0.50% | 0.37% | 1.60% |
Maximum risk-free interest rate | 1.06% | 1.63% | 2.50% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 5 months 23 days | 5 years 6 months | 5 years 1 month 2 days |
Volatility | 52.00% | 43.00% | 45.00% |
Fair value of underlying common stock (in USD per share) | $ 16.78 | $ 4.06 | $ 2.66 |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 25 days | 6 years 29 days | 10 years |
Volatility | 65.00% | 66.00% | 50.00% |
Fair value of underlying common stock (in USD per share) | $ 30.02 | $ 9.05 | $ 3.76 |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 32,727 | $ 5,380 | $ 4,826 |
Cost of Sales | Platform | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 2,705 | 556 | 253 |
Cost of Sales | Professional services and other | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 474 | 124 | 46 |
Research and Development Expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 11,283 | 1,497 | 814 |
General and Administrative Expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 16,137 | 2,827 | 3,493 |
Selling and Marketing Expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 2,128 | $ 376 | $ 220 |
Stock-Based Compensation - ESPP
Stock-Based Compensation - ESPP (Details) - USD ($) $ in Thousands | Mar. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common shares authorized for issuance (in shares) | 20,615,612 | 46,170,691 | ||
Stock-based compensation expense | $ 32,727 | $ 5,380 | $ 4,826 | |
Employee Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 1,300 | |||
Employee Stock | Common Class A | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common shares authorized for issuance (in shares) | 3,900,000 | |||
Annual percent increase of number of shares reserved for issuance | 1.00% | |||
Annual increase of number of shares reserved for issuance (in shares) | 11,700,000 | |||
Percentage of earnings applied to purchase of stock under ESPP | 15.00% | |||
Percentage of fair value of shares at grant date to determine purchase price | 85.00% |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 18, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Warrant or Right [Line Items] | ||||
Shares exercised (in shares) | 1,681,848 | 63,308 | ||
Change in fair value of warrants | $ 18,930 | $ 12,714 | $ 2,959 | |
Common Class B | ||||
Class of Warrant or Right [Line Items] | ||||
Shares converted (in shares) | 100,196,780 | |||
Redeemable convertible preferred stock warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Shares exercised (in shares) | 1,682,847 | |||
Stock price (in USD per share) | $ 12.77 | |||
Change in fair value of warrants | $ 18,930 | $ 12,714 |
Warrants - Schedule of Redeemab
Warrants - Schedule of Redeemable Convertible Preferred Stock Warrants (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding at beginning of period (in shares) | 1,682,847 |
Warrants exercised in period (in shares) | 1,682,847 |
Warrants outstanding at end of period (in shares) | 0 |
Series A-1 | |
Class of Warrant or Right [Line Items] | |
Exercise price of warrants (in USD per share) | $ / shares | $ 0.17 |
Warrants outstanding at beginning of period (in shares) | 151,640 |
Warrants exercised in period (in shares) | 151,640 |
Warrants outstanding at end of period (in shares) | 0 |
Series C issued 2014 | |
Class of Warrant or Right [Line Items] | |
Exercise price of warrants (in USD per share) | $ / shares | $ 0.70 |
Warrants outstanding at beginning of period (in shares) | 562,241 |
Warrants exercised in period (in shares) | 562,241 |
Warrants outstanding at end of period (in shares) | 0 |
Series C issued 2016 | |
Class of Warrant or Right [Line Items] | |
Exercise price of warrants (in USD per share) | $ / shares | $ 0 |
Warrants outstanding at beginning of period (in shares) | 968,966 |
Warrants exercised in period (in shares) | 968,966 |
Warrants outstanding at end of period (in shares) | 0 |
Warrants - Fair Value Rollforwa
Warrants - Fair Value Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Warrants Or Rights [Roll Forward] | |||
Beginning of period | $ 19,735 | ||
Change in fair value | 18,930 | $ 12,714 | $ 2,959 |
End of period | 0 | 19,735 | |
Redeemable convertible preferred stock warrants | |||
Warrants Or Rights [Roll Forward] | |||
Beginning of period | 19,735 | 7,021 | |
Change in fair value | 18,930 | 12,714 | |
Exercise of warrants | (38,665) | ||
End of period | $ 0 | $ 19,735 | $ 7,021 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current income tax provision: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 340 | 189 | 26 |
Total current income tax provision | 340 | 189 | 26 |
Deferred income tax provision: | |||
Federal | (4,056) | 0 | 0 |
State | (840) | 0 | 0 |
Total deferred income tax benefit | (4,896) | 0 | 0 |
Total income tax (benefit) provision | $ (4,556) | $ 189 | $ 26 |
Income Taxes - Income Tax Rate
Income Taxes - Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21.00% | 21.00% | 21.00% |
Change in fair value of warrant | (8.53%) | 82.10% | 0.00% |
State and local taxes, net of federal benefit | 8.63% | 6.32% | (0.18%) |
Acquisition-related deferred tax liability | 10.51% | 0.00% | 0.00% |
Valuation allowance | (90.05%) | (107.62%) | (9.35%) |
Stock-based compensation | 86.84% | 4.50% | (3.65%) |
Executive compensation | (16.81%) | 0.00% | 0.00% |
Other | (1.86%) | (0.47%) | (8.14%) |
Total provision and effective tax rate | 9.73% | 5.83% | (0.32%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Asset and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Accrued expenses | $ 672 | $ 1,244 |
Deferred rent | 520 | 609 |
Stock-based compensation | 2,503 | 1,184 |
Net operating losses | 54,505 | 8,365 |
Tax credits | 1,331 | 1,331 |
Charitable stock donation | 3,187 | 0 |
Other | 160 | 174 |
Total deferred tax assets | 62,878 | 12,907 |
Less valuation allowance | (56,291) | (10,868) |
Net deferred tax assets | 6,587 | 2,039 |
Deferred tax liabilities | ||
Unearned revenue | (91) | (209) |
Intangible assets | (4,791) | 0 |
Deferred contract costs | (1,502) | (1,330) |
Property and equipment | (203) | (500) |
Net deferred tax liabilities | (6,587) | (2,039) |
Total net deferred tax assets (liabilities) | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | |||
Valuation allowance, increase (decrease), amount | $ 45,400 | $ (4,200) | |
Total deferred income tax benefit | (4,896) | 0 | $ 0 |
Income tax penalties and interest accrued | 0 | 0 | $ 0 |
Federal | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 218,100 | 31,700 | |
Operating loss carryforwards, subject to expiration | 14,300 | ||
Federal | Research Tax Credit Carryforward | |||
Income Tax Contingency [Line Items] | |||
Tax credit carryforward, amount | 1,300 | 1,300 | |
State | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | $ 149,700 | $ 26,200 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 06, 2021 | Apr. 22, 2021 | |
Operating Leased Assets [Line Items] | |||||
Operating lease liability | $ 28,800,000 | ||||
Lease renewal term | 5 years | ||||
Rental abatement term | 11 months | ||||
Lease term after abatement | 5 years | ||||
Rental payment percent increase | 6.00% | ||||
Lease remaining term | 5 years | ||||
Security deposit | $ 1,400,000 | ||||
Operating leases, payments receivable | 1,300,000 | ||||
Operating leases, rent expense | 3,300,000 | $ 3,300,000 | $ 2,200,000 | ||
Operating leases, lease revenue | 300,000 | $ 300,000 | $ 200,000 | ||
Restated Agreement | Letter of Credit | |||||
Operating Leased Assets [Line Items] | |||||
Letter of credit issued amount | 25,000,000 | $ 25,000,000 | $ 25,000,000 | ||
Minimum | |||||
Operating Leased Assets [Line Items] | |||||
Sublease annual rental receivable | 300,000 | ||||
Maximum | |||||
Operating Leased Assets [Line Items] | |||||
Sublease annual rental receivable | $ 400,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2022 | $ 3,559 |
2023 | 3,352 |
2024 | 2,780 |
2025 | 2,885 |
2026 | 2,960 |
Thereafter | 10,113 |
Total | $ 25,649 |
Net (Loss) Income per Share A_2
Net (Loss) Income per Share Attributable to Common Stockholders - Schedule of EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Net (loss) income and comprehensive (loss) income | $ (42,273) | $ 3,063 | $ (8,258) |
Less: accretion of redeemable convertible preferred stock to redemption value | (14) | (70) | (136) |
Less: undeclared 8% non-cumulative dividend on participating securities | $ 0 | $ (2,993) | $ 0 |
Temporary equity dividend rate | 8.00% | 8.00% | 8.00% |
Net income (loss) available to Class A and Class B common stockholders, basic | $ (42,287) | $ 0 | $ (8,394) |
Accretion on redeemable preferred stock | 14 | $ 70 | 136 |
Net loss attributable to Class A and Class B stockholders, diluted | $ (42,273) | $ (8,258) | |
Denominator: | |||
Weighted-average Class A and Class B common shares outstanding - basic (in shares) | 123,822,838 | 20,082,338 | 17,446,216 |
Weighted-average Class A and Class B common shares outstanding - diluted (in shares) | 123,822,838 | 20,082,338 | 17,446,216 |
Net loss per share attributable to Class A and Class B common stockholders - basic (in shares) | $ (0.34) | $ 0 | $ (0.48) |
Net loss per share attributable to Class A and Class B common stockholders - diluted (in shares) | $ (0.34) | $ 0 | $ (0.48) |
Net (Loss) Income per Share A_3
Net (Loss) Income per Share Attributable to Common Stockholders - Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 37,928,811 | 142,447,369 | 113,010,152 |
Redeemable Convertible Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 0 | 98,514,932 | 88,918,857 |
Outstanding stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 36,716,816 | 40,603,089 | 20,905,665 |
Outstanding shares estimated to be purchased under ESPP | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 129,015 | 0 | 0 |
Outstanding SARs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 0 | 1,646,501 | 1,646,501 |
Redeemable convertible preferred stock warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 0 | 1,682,847 | 1,485,613 |
Outstanding common stock warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 0 | 0 | 53,516 |
Outstanding restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 1,082,980 | 0 | 0 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2021USD ($)customerboardMemberexecutiveOfficer | Dec. 31, 2020USD ($) | |
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 1.1 | $ 1 |
Accounts receivables due from related parties | $ 0.3 | $ 0.4 |
Board Member | ||
Related Party Transaction [Line Items] | ||
Board members with ownership in related parties | boardMember | 2 | |
Executive Officer | ||
Related Party Transaction [Line Items] | ||
Executive officers serving on boards of related parties | executiveOfficer | 1 | |
Customers with executives serving as board members | customer | 1 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Feb. 20, 2022USD ($) |
Subsequent Event | Omnivore Technologies, Inc. | |
Subsequent Event [Line Items] | |
Business combination consideration transferred | $ 50 |