Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
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 $0.001 per share | |
Trading Symbol | OLO | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001431695 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 105,945,207 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 57,460,687 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 366,399 | $ 514,445 |
Short-term investments | 101,956 | 0 |
Accounts receivable, net of allowances of $612 and $657, respectively | 43,108 | 42,319 |
Contract assets | 402 | 568 |
Deferred contract costs | 2,729 | 2,567 |
Prepaid expenses and other current assets | 6,644 | 5,718 |
Total current assets | 521,238 | 565,617 |
Property and equipment, net | 10,540 | 3,304 |
Intangible assets, net | 22,688 | 19,635 |
Goodwill | 207,540 | 162,956 |
Contract assets, noncurrent | 619 | 387 |
Deferred contract costs, noncurrent | 3,991 | 3,616 |
Operating lease right-of-use assets | 14,568 | 0 |
Long-term investments | 804 | 0 |
Other assets, noncurrent | 452 | 361 |
Total assets | 782,440 | 755,876 |
Current liabilities: | ||
Accounts payable | 1,930 | 2,184 |
Accrued expenses and other current liabilities | 46,543 | 45,395 |
Unearned revenue | 2,608 | 1,190 |
Operating lease liabilities, current | 2,666 | 0 |
Total current liabilities | 53,747 | 48,769 |
Unearned revenue, noncurrent | 1,121 | 3,014 |
Operating lease liabilities, noncurrent | 16,328 | 0 |
Other liabilities, noncurrent | 243 | 2,343 |
Total liabilities | 71,439 | 54,126 |
Commitments and contingencies (Note 16) | ||
Stockholders’ equity: | ||
Class A common stock, $0.001 par value; 1,700,000,000 shares authorized at September 30, 2022 and December 31, 2021; 105,063,706 and 78,550,530 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively. Class B common stock, $0.001 par value; 185,000,000 shares authorized at September 30, 2022 and December 31, 2021; 58,421,140 and 79,149,659 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 163 | 158 |
Preferred stock, $0.001 par value; 20,000,000 shares authorized at September 30, 2022 and December 31, 2021 | 0 | 0 |
Additional paid-in capital | 860,574 | 813,166 |
Accumulated deficit | (149,316) | (111,574) |
Accumulated other comprehensive loss | (420) | 0 |
Total stockholders’ equity | 711,001 | 701,750 |
Total liabilities and stockholders’ equity | $ 782,440 | $ 755,876 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts receivable, net of allowance | $ 612 | $ 657 |
Preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
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 | 1,700,000,000 |
Common stock, shares issued (in shares) | 105,063,706 | 78,550,530 |
Common stock, shares outstanding (in shares) | 105,063,706 | 78,550,530 |
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) | 58,421,140 | 79,149,659 |
Common stock, shares outstanding (in shares) | 58,421,140 | 79,149,659 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue: | $ 47,266 | $ 37,390 | $ 135,623 | $ 109,409 |
Cost of revenue: | 15,266 | 8,164 | 42,236 | 22,377 |
Gross Profit | 32,000 | 29,226 | 93,387 | 87,032 |
Operating expenses: | ||||
Research and development | 19,101 | 14,485 | 53,159 | 42,872 |
General and administrative | 20,894 | 21,270 | 56,090 | 53,034 |
Sales and marketing | 7,923 | 4,728 | 24,890 | 12,265 |
Total operating expenses | 47,918 | 40,483 | 134,139 | 108,171 |
Loss from operations | (15,918) | (11,257) | (40,752) | (21,139) |
Other income (expenses), net: | ||||
Interest income | 1,525 | 0 | 2,110 | 0 |
Interest expense | (70) | 0 | (116) | 0 |
Other (expense) income | (7) | (15) | 6 | (23) |
Change in fair value of warrant liability | 0 | 0 | 0 | (18,930) |
Total other income (expenses), net | 1,448 | (15) | 2,000 | (18,953) |
Loss before income taxes | (14,470) | (11,272) | (38,752) | (40,092) |
Provision (benefit) for income taxes | 90 | 36 | (1,010) | 110 |
Net loss | (14,560) | (11,308) | (37,742) | (40,202) |
Accretion of redeemable convertible preferred stock to redemption value | 0 | 0 | 0 | (14) |
Net loss attributable to Class A and Class B common stockholders | $ (14,560) | $ (11,308) | $ (37,742) | $ (40,216) |
Net loss per share attributable to Class A and Class B common stockholders: | ||||
Basic (in USD per share) | $ (0.09) | $ (0.08) | $ (0.23) | $ (0.35) |
Diluted (in USD per share) | $ (0.09) | $ (0.08) | $ (0.23) | $ (0.35) |
Weighted-average Class A and Class B common shares outstanding: | ||||
Basic (in shares) | 162,364,654 | 148,452,987 | 160,667,412 | 113,451,378 |
Diluted (in shares) | 162,364,654 | 148,452,987 | 160,667,412 | 113,451,378 |
Platform | ||||
Revenue: | $ 46,357 | $ 36,084 | $ 132,361 | $ 105,533 |
Cost of revenue: | 13,920 | 6,632 | 37,693 | 18,419 |
Professional services and other | ||||
Revenue: | 909 | 1,306 | 3,262 | 3,876 |
Cost of revenue: | $ 1,346 | $ 1,532 | $ 4,543 | $ 3,958 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (14,560) | $ (11,308) | $ (37,742) | $ (40,202) |
Other comprehensive loss: | ||||
Unrealized loss on investments | (169) | 0 | (420) | 0 |
Total other comprehensive loss | (169) | 0 | (420) | 0 |
Comprehensive income (loss) | $ (14,729) | $ (11,308) | $ (38,162) | $ (40,202) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Class A and Class B Common Stock | Additional Paid In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Temporary equity, shares outstanding at beginning of period (in shares) at Dec. 31, 2020 | 58,962,749 | ||||
Temporary equity, value of shares outstanding at beginning of period at Dec. 31, 2020 | $ 111,737 | ||||
Redeemable Convertible Preferred Stock | |||||
Accretion of redeemable convertible preferred stock to redemption value | $ 14 | ||||
Issuance of preferred stock on exercises of warrants (in shares) | 1,681,848 | ||||
Issuance of preferred stock on exercise of warrants | $ 2 | ||||
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) | ||||
Temporary equity, shares outstanding at end of period (in shares) at Mar. 31, 2021 | 0 | ||||
Temporary equity, value of shares outstanding at end of period at Mar. 31, 2021 | $ 0 | ||||
Shares outstanding at beginning of period (in shares) at Dec. 31, 2020 | 22,320,286 | ||||
Stockholders' equity balance at beginning of period at Dec. 31, 2020 | (52,481) | $ 22 | $ 16,798 | $ (69,301) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Initial public offering, net of underwriting discount and deferred offering costs (in shares) | 20,700,000 | ||||
Initial public offering, net of underwriting discount and deferred offering costs | 477,826 | $ 21 | 477,805 | ||
Accretion of redeemable convertible preferred stock to redemption value | (14) | (14) | |||
Issuance of preferred stock on exercise of warrants | 39,056 | 39,056 | |||
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 Share Appreciation Rights (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) | 172,918 | ||||
Issuance of common stock in connection with charitable donation | 5,125 | 5,125 | |||
Issuance of common stock on exercise of stock options (in shares) | 1,965,824 | ||||
Issuance of common stock on exercise of stock options | 2,157 | $ 2 | 2,155 | ||
Stock-based compensation | 5,426 | 5,426 | |||
Net loss | (26,457) | (26,457) | |||
Shares outstanding at end of period (in shares) at Mar. 31, 2021 | 146,998,378 | ||||
Stockholders' equity balance at end of period at Mar. 31, 2021 | $ 565,238 | $ 147 | 660,849 | (95,758) | |
Temporary equity, shares outstanding at beginning of period (in shares) at Dec. 31, 2020 | 58,962,749 | ||||
Temporary equity, value of shares outstanding at beginning of period at Dec. 31, 2020 | $ 111,737 | ||||
Temporary equity, shares outstanding at end of period (in shares) at Sep. 30, 2021 | 0 | ||||
Temporary equity, value of shares outstanding at end of period at Sep. 30, 2021 | $ 0 | ||||
Shares outstanding at beginning of period (in shares) at Dec. 31, 2020 | 22,320,286 | ||||
Stockholders' equity balance at beginning of period at Dec. 31, 2020 | (52,481) | $ 22 | 16,798 | (69,301) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Other comprehensive loss | 0 | ||||
Net loss | (40,202) | ||||
Shares outstanding at end of period (in shares) at Sep. 30, 2021 | 150,855,395 | ||||
Stockholders' equity balance at end of period at Sep. 30, 2021 | $ 583,068 | $ 151 | 692,420 | (109,503) | |
Temporary equity, shares outstanding at beginning of period (in shares) at Mar. 31, 2021 | 0 | ||||
Temporary equity, value of shares outstanding at beginning of period at Mar. 31, 2021 | $ 0 | ||||
Temporary equity, shares outstanding at end of period (in shares) at Jun. 30, 2021 | 0 | ||||
Temporary equity, value of shares outstanding at end of period at Jun. 30, 2021 | $ 0 | ||||
Shares outstanding at beginning of period (in shares) at Mar. 31, 2021 | 146,998,378 | ||||
Stockholders' equity balance at beginning of period at Mar. 31, 2021 | 565,238 | $ 147 | 660,849 | (95,758) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Reversal of deferred offering costs | 1,145 | 1,145 | |||
Issuance of common stock on exercise of stock options (in shares) | 698,453 | ||||
Issuance of common stock on exercise of stock options | 950 | $ 1 | 949 | ||
Stock-based compensation | 8,198 | 8,198 | |||
Net loss | (2,437) | (2,437) | |||
Shares outstanding at end of period (in shares) at Jun. 30, 2021 | 147,696,831 | ||||
Stockholders' equity balance at end of period at Jun. 30, 2021 | $ 573,094 | $ 148 | 671,141 | (98,195) | |
Temporary equity, shares outstanding at end of period (in shares) at Sep. 30, 2021 | 0 | ||||
Temporary equity, value of shares outstanding at end of period at Sep. 30, 2021 | $ 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock in connection with charitable donation (in shares) | 172,918 | ||||
Issuance of common stock in connection with charitable donation | 7,982 | 7,982 | |||
Issuance of common stock on exercise of stock options (in shares) | 2,984,858 | ||||
Issuance of common stock on exercise of stock options | 5,373 | $ 3 | 5,370 | ||
Vesting of restricted stock units (in shares) | 788 | ||||
Stock-based compensation | 7,927 | 7,927 | |||
Other comprehensive loss | 0 | ||||
Net loss | (11,308) | (11,308) | |||
Shares outstanding at end of period (in shares) at Sep. 30, 2021 | 150,855,395 | ||||
Stockholders' equity balance at end of period at Sep. 30, 2021 | 583,068 | $ 151 | 692,420 | (109,503) | |
Shares outstanding at beginning of period (in shares) at Dec. 31, 2021 | 157,700,189 | ||||
Stockholders' equity balance at beginning of period at Dec. 31, 2021 | 701,750 | $ 158 | 813,166 | (111,574) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock on exercise of stock options (in shares) | 1,851,334 | ||||
Issuance of common stock on exercise of stock options | 2,307 | $ 2 | 2,305 | ||
Vesting of restricted stock units (in shares) | 136,662 | ||||
Stock-based compensation | 12,457 | 12,457 | |||
Net loss | (11,509) | (11,509) | |||
Shares outstanding at end of period (in shares) at Mar. 31, 2022 | 159,688,185 | ||||
Stockholders' equity balance at end of period at Mar. 31, 2022 | 705,005 | $ 160 | 827,928 | (123,083) | 0 |
Shares outstanding at beginning of period (in shares) at Dec. 31, 2021 | 157,700,189 | ||||
Stockholders' equity balance at beginning of period at Dec. 31, 2021 | $ 701,750 | $ 158 | 813,166 | (111,574) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock on exercise of stock options (in shares) | 4,915,101 | ||||
Other comprehensive loss | $ (420) | ||||
Net loss | (37,742) | ||||
Shares outstanding at end of period (in shares) at Sep. 30, 2022 | 163,484,846 | ||||
Stockholders' equity balance at end of period at Sep. 30, 2022 | 711,001 | $ 163 | 860,574 | (149,316) | (420) |
Shares outstanding at beginning of period (in shares) at Mar. 31, 2022 | 159,688,185 | ||||
Stockholders' equity balance at beginning of period at Mar. 31, 2022 | 705,005 | $ 160 | 827,928 | (123,083) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock under the employee stock purchase plan (in shares) | 193,267 | ||||
Issuance of common stock under the Employee Stock Purchase Plan | 1,764 | 1,764 | |||
Issuance of common stock on exercise of stock options (in shares) | 1,118,331 | ||||
Issuance of common stock on exercise of stock options | 2,323 | $ 1 | 2,322 | ||
Vesting of restricted stock units (in shares) | 199,738 | ||||
Stock-based compensation | 11,750 | 11,750 | |||
Other comprehensive loss | (251) | (251) | |||
Net loss | (11,673) | (11,673) | |||
Shares outstanding at end of period (in shares) at Jun. 30, 2022 | 161,199,521 | ||||
Stockholders' equity balance at end of period at Jun. 30, 2022 | 708,918 | $ 161 | 843,764 | (134,756) | (251) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock in connection with charitable donation (in shares) | 172,918 | ||||
Issuance of common stock in connection with charitable donation | 1,406 | 1,406 | |||
Issuance of common stock on exercise of stock options (in shares) | 1,945,436 | ||||
Issuance of common stock on exercise of stock options | 3,030 | $ 2 | 3,028 | ||
Vesting of restricted stock units (in shares) | 166,971 | ||||
Stock-based compensation | 12,376 | 12,376 | |||
Other comprehensive loss | (169) | (169) | |||
Net loss | (14,560) | (14,560) | |||
Shares outstanding at end of period (in shares) at Sep. 30, 2022 | 163,484,846 | ||||
Stockholders' equity balance at end of period at Sep. 30, 2022 | $ 711,001 | $ 163 | $ 860,574 | $ (149,316) | $ (420) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||
Net loss | $ (37,742) | $ (40,202) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 4,285 | 800 |
Stock-based compensation | 35,104 | 21,417 |
Stock-based compensation in connection with vesting of Stock Appreciation Rights | 0 | 2,847 |
Charitable donation of Class A common stock | 1,406 | 13,107 |
Bad debt expense | 263 | 283 |
Change in fair value of warrants | 0 | 18,930 |
Non-cash lease expense | 1,706 | 0 |
Deferred income tax benefit | (1,421) | 0 |
Non-cash impairment charges | 2,806 | 0 |
Other non-cash loss, net | (560) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (602) | 4,966 |
Contract assets | (66) | (898) |
Prepaid expenses and other current assets | (404) | (3,256) |
Deferred contract costs | (537) | (594) |
Accounts payable | (452) | (3,721) |
Accrued expenses and other current liabilities | 927 | 10,350 |
Operating lease liabilities | (1,893) | 0 |
Unearned revenue | (558) | 2,354 |
Other liabilities, noncurrent | 136 | (174) |
Net cash provided by operating activities | 2,398 | 26,209 |
Investing activities | ||
Purchases of property and equipment | (454) | (324) |
Capitalized internal-use software | (6,997) | (871) |
Acquisitions, net of cash acquired | (49,241) | 0 |
Purchases of investments | (114,006) | 0 |
Sales and maturities of investments | 11,388 | 0 |
Net cash used in investing activities | (159,310) | (1,195) |
Financing activities | ||
Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts | 0 | 485,541 |
Cash received for employee payroll tax withholdings | 7,083 | 25,696 |
Cash paid for employee payroll tax withholdings | (7,012) | (18,691) |
Proceeds from exercise of warrants | 0 | 392 |
Payment of deferred finance costs | 0 | (135) |
Payment of deferred offering costs | (423) | (4,118) |
Proceeds from exercise of stock options and purchases under employee stock purchase plan | 9,218 | 8,287 |
Net cash provided by financing activities | 8,866 | 496,972 |
Net (decrease) increase in cash and cash equivalents | (148,046) | 521,986 |
Cash and cash equivalents, beginning of period | 514,445 | 75,756 |
Cash and cash equivalents, end of period | 366,399 | 597,742 |
Supplemental disclosure of non-cash investing and financing activities | ||
Accrued offering costs | 0 | 339 |
Vesting of early exercised stock options | 174 | 174 |
Accretion of redeemable convertible preferred stock to redemption value | 0 | 14 |
Purchase of property and equipment on account | 0 | 34 |
Capitalization of stock-based compensation for internal-use software | $ 1,856 | $ 173 |
Business
Business | 9 Months Ended |
Sep. 30, 2022 | |
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 an open SaaS platform for restaurants powering the industry’s digital transformation. Our platform powers restaurant brands’ on-demand digital commerce operations, enabling digital ordering, delivery, front-of-house management, and payments, while further strengthening and enhancing restaurants’ direct consumer relationships. We provide restaurants with a business-to-business-to-consumer, enterprise-grade, open SaaS platform to manage their complex digital businesses and enable fast and more personalized experiences for their guests. Our platform and application programming interfaces seamlessly integrate with a wide range of solutions, unifying disparate technologies across the restaurant ecosystem. Restaurant brands rely on us to increase their digital omni-channel sales, maximize profitability, establish and maintain direct guest relationships, and collect, protect, and leverage valuable customer data. Emerging Growth Company Status We currently qualify as 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. As a result, our financial statements may not be comparable to financial statements of issuers that are required to comply with the effective dates for new or revised accounting standards based on public company effective dates. However, as of the last business day of our second fiscal quarter of 2022, the market value of our Class A common stock that was held by non-affiliates exceeded $700 million, and as a result, we will no longer qualify as an emerging growth company as of the end of the current fiscal year ending December 31, 2022, and we will be subject to certain requirements that apply to other public companies but did not previously apply to us due to our status as an emerging growth company, including the provisions of Section 404(b) of the Sarbanes-Oxley Act of 2002, which require that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting. In addition, we will no longer be able to take advantage of the extended transition period as of the end of the current fiscal year ending December 31, 2022, and we will be required to adopt new or revised accounting standards when they are applicable to public companies that are not emerging growth companies. 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 | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. The December 31, 2021 condensed consolidated balance sheet was derived from the audited financial statements as of that date, but may not include all disclosures including certain footnotes required by U.S. GAAP on an annual reporting basis. These unaudited condensed consolidated financial statements have been prepared on a basis consistent with our annual financial statements and, in the opinion of management, reflect all adjustments, which include all normal recurring adjustments necessary to fairly state our financial position as of September 30, 2022, our results of operations and comprehensive loss for the three and nine months ended September 30, 2022 and 2021 and our cash flows for the nine months ended September 30, 2022 and 2021, respectively. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022 or for any other future annual or interim period. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K filed with the SEC on February 25, 2022. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation. Use of Estimates The preparation of condensed 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 condensed 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, stock-based compensation including the determination of the fair value of our stock-based awards, 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 our financial position and results of operations. Significant Accounting Policies Our significant accounting policies are outlined in Note 2, “Significant Accounting Policies” in the Notes to Consolidated Financial Statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2021. During the nine months ended September 30, 2022, there were no material changes to our critical accounting policies from those described in our Annual Report on Form 10-K for the year ended December 31, 2021, except as described below. Concentrations of Business and Credit Risk We are exposed to concentrations of credit risk primarily through our cash and short- and long-term investments held by financial institutions. We primarily deposit our cash with two financial institutions and the amount on deposit exceeds federally insured limits. We reduce our credit risk by placing our cash and investments with major financial institutions with high credit ratings. As of September 30, 2022 and December 31, 2021, no customer had a balance over 10% of our accounts receivable. For the three months ended September 30, 2022 and 2021, one customer accounted for 12% and 16% of our revenue, respectively. For the nine months ended September 30, 2022 and 2021, one customer accounted for 12% and 19% of our revenue, respectively. Investments Management determines the appropriate classification of investments at the time of purchase based upon management’s intent with regard to such investments. Our investments are classified as available-for-sale at the time of purchase, and we reevaluate such classification as of each balance sheet date. We consider all highly liquid investments with an original maturity of 90 days or less when purchased to be cash equivalents. Investments with remaining contractual maturities of one year or less from the balance sheet date, which are not considered cash equivalents, are classified as short-term investments, and those with remaining contractual maturities greater than one year from the balance sheet date are classified as long-term investments. All investments are recorded at their estimated fair value, and any unrealized gains and losses, net of taxes, are recorded in accumulated other comprehensive loss, which is reflected as a separate component of stockholders’ equity in the condensed consolidated balance sheets. Realized gains and losses on sales and maturities of investments are determined based on the specific identification method and are recognized in the condensed consolidated statements of operations. We perform periodic evaluations to determine whether any declines in the fair value of investments below cost are other-than-temporary. The evaluation consists of qualitative and quantitative factors regarding the severity and duration of the unrealized loss, as well as our ability and intent to hold the investments until a forecasted recovery occurs. The impairments are considered to be other-than-temporary if they are related to deterioration in credit risk or if it is likely that the underlying securities will be sold prior to a full recovery of their cost basis. Other-than-temporary fair value impairments, if any, are determined based on the specific identification method and are reported in other (expense) income, net in the condensed consolidated statements of operations. Accounts Receivable, Net Accounts receivable, net are stated at net realizable value and include unbilled receivables. Unbilled receivables arise primarily from transactional services provided in advance of billing. Accounts receivable are net of an allowance for credit losses, are not collateralized, and do not bear interest. Payment terms vary by contract type but are generally due within 30 days. The accounts receivable balance at September 30, 2022 and December 31, 2021 included unbilled receivables of $0.6 million and $4.1 million, respectively. We assess the collectability of outstanding accounts receivable on an ongoing basis and maintain an allowance for credit losses for accounts receivable deemed uncollectible. Upon adoption of Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, we analyzed our accounts receivable portfolio for significant risks, historical activity, and an estimate of future collectability to determine the amount that will ultimately be collected. This estimate is analyzed annually and adjusted as necessary or upon certain triggering events. Identified risks pertaining to our accounts receivable include the delinquency level, customer type, and current economic environment. Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers. The following summarizes our allowance for doubtful accounts activity (in thousands): September 30, 2022 2021 Beginning balance $ 657 $ 631 Bad debt expense 263 283 Writeoffs (308) (257) Ending balance $ 612 $ 657 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 condensed 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 trademarks. 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 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 the first nine months of 2022, there were no events or changes in circumstances that would have required an interim impairment test. 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. Leases Prior to the adoption of Accounting Standards Codification (“ASC”) 842, Leases, on January 1, 2022 We categorized leases at their inception as either operating or capital. In the ordinary course of business, we enter into non-cancelable operating leases for office space. We recognized lease costs on a straight-line basis and treated lease incentives as a reduction of rent expense over the term of the agreement. The difference between cash rent payments and rent expense was 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 was recorded within prepaid expenses and other current assets. Subsequent to the adoption of ASC 842 on January 1, 2022 We determine if an arrangement is a lease or contains a lease at inception. Our lease agreements are generally for office facilities, and the determination of whether such agreements contain leases generally does not require significant estimates or judgments. Our leases may also contain non-lease components such as payments of maintenance, utilities, and taxes, which we have elected to account for separately, as these amounts are readily determinable. At the commencement date of a lease, we recognize a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term. The lease liability is measured at the present value of the minimum rental payments discounted using our incremental borrowing rate (“IBR”) over the lease term (or, if readily determinable, the rate implicit in the lease). The right-of-use asset is measured at cost, which includes the initial measurement of the lease liability and initial direct costs incurred and excludes lease incentives. We subleased a portion of our office space and recognize rental income on a straight-line basis as an offset to other leases costs, net within general and administrative expenses. The lease term used to measure right-of-use lease assets and lease liabilities may include renewal options which are deemed reasonably certain to be exercised. Operating lease costs are recognized on a straight-line basis over the lease term. Variable lease payments are expensed as incurred. Our leases do not contain any material residual value guarantees or material restrictive covenants. Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) (“ASC 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 are 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. We adopted and began applying the standard on January 1, 2022 using the modified retrospective approach and applied it to all existing leases as of the adoption date. We will continue to present prior period amounts under ASC 840, Leases . In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard which does not require us to reassess whether contracts that existed or expired prior to the adoption date contained an embedded lease, reassess historical lease classification, or evaluate initial direct costs for leases that were in effect at the adoption date. We did not elect the hindsight practical expedient related to determining the lease term. As a result of implementing this guidance, we recognized $20.6 million in operating lease right-of-use assets as of January 1, 2022, and derecognized $2.4 million of previously recognized deferred rent. We also recorded $2.5 million in current operating lease liabilities and $18.1 million in operating lease liabilities, net of current portion in our condensed consolidated balance sheet as of January 1, 2022. The adoption of ASC 842 did not result in a cumulative-effect adjustment on retained earnings. See “Note 11—Leases” for additional details. 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 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 results 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. We adopted this standard as of January 1, 2022. The adoption did not have a material impact on our condensed consolidated 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, Revenue from Contracts with Customers . Under prior guidance, an acquirer generally recognized 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 results 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 early adopted ASU No 2021-08 as of January 1, 2022 on a |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The following table disaggregates revenue by type (in thousands): Three Months Ended September 30, 2022 Platform Professional Total Timing of revenue recognition Transferred over time $ 23,919 $ 909 $ 24,828 Transferred at a point in time 22,438 — 22,438 Total revenue $ 46,357 $ 909 $ 47,266 Three Months Ended September 30, 2021 Platform Professional Total Timing of revenue recognition Transferred over time $ 17,046 $ 1,306 $ 18,352 Transferred at a point in time 19,038 — 19,038 Total revenue $ 36,084 $ 1,306 $ 37,390 Nine Months Ended September 30, 2022 Platform Professional Total Timing of revenue recognition Transferred over time $ 67,710 $ 3,262 $ 70,972 Transferred at a point in time 64,651 — 64,651 Total revenue $ 132,361 $ 3,262 $ 135,623 Nine Months Ended September 30, 2021 Platform Professional Total Timing of revenue recognition Transferred over time $ 47,902 $ 3,876 $ 51,778 Transferred at a point in time 57,631 — 57,631 Total revenue $ 105,533 $ 3,876 $ 109,409 Contract Balances Contract Assets 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, 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 as of each of September 30, 2022 and December 31, 2021. 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 nine months ended September 30, 2022, we recognized $1.2 million of revenue related to contracts that were included in unearned revenue at December 31, 2021. During the nine months ended September 30, 2021, we recognized $0.4 million of revenue related to contracts that were included in unearned revenue at December 31, 2020. As of September 30, 2022, our remaining performance obligations were approximately $40.8 million, approximately 45% of which we expect to recognize as revenue over the next twelve 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 revenues 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; and (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): Nine Months Ended September 30, 2022 2021 Beginning balance $ 6,183 $ 5,176 Capitalization of deferred contract costs 3,084 2,607 Amortization of deferred contract costs (2,547) (2,013) Ending balance $ 6,720 $ 5,770 |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
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 tables present the costs, net unrealized losses, and fair value by major security type for our investments as of September 30, 2022 and December 31, 2021 (in thousands): As of September 30, 2022 Cost Net Unrealized Losses Fair Value Cash and cash equivalents Short-term investments Long-term investments Cash $ 224,315 $ — $ 224,315 $ 224,315 $ — $ — Level 1: Money market funds 140,977 — 140,977 140,977 — — Commercial paper 20,617 (73) 20,544 905 19,639 — Subtotal 161,594 (73) 161,521 141,882 19,639 — Level 2: Certificates of deposit 32,857 (124) 32,733 — 32,733 — U.S. Government and agency securities 27,392 (86) 27,306 — 27,306 — Corporate bonds 23,421 (137) 23,284 202 22,278 804 Subtotal 83,670 (347) 83,323 202 82,317 804 Level 3: — — — — — — Total $ 469,579 $ (420) $ 469,159 $ 366,399 $ 101,956 $ 804 As of December 31, 2021 Cost Net Unrealized Losses Fair Value Cash and cash equivalents Short-term investments Long-term investments Cash $ 219,344 $ — $ 219,344 $ 219,344 $ — $ — Level 1: Money market funds 295,101 — 295,101 295,101 — — Total $ 514,445 $ — $ 514,445 $ 514,445 $ — $ — Our assets measured at fair value on a nonrecurring basis include long-lived assets and finite-lived intangibles, which are considered to be Level 3 inputs. During the nine months ended September 30, 2022, we determined that the estimated fair value of a portion of our internal-use software was non-recoverable, and we recorded a non-cash impairment charge of $0.5 million, as more fully described in “Note 5—Property and Equipment.” In addition, during the three months ended September 30, 2022, we entered into a sublease of our corporate headquarters, and in connection with this, we recorded a non-cash impairment charge of $2.3 million related to our right-of-use asset and furniture and fixtures within the leased space. See “Note 11—Leases” for additional information on the new sublease agreement. 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. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 As of December 31, 2021 Computer and office equipment 3 - 5 $ 2,186 $ 1,800 Capitalized internal-use software 3 11,770 3,392 Furniture and fixtures 10 132 386 Leasehold improvements Shorter of estimated useful life or remaining term of lease 364 374 Total property and equipment 14,452 5,952 Less: accumulated depreciation and amortization of internal-use software (3,912) (2,648) Total property and equipment, net $ 10,540 $ 3,304 Depreciation and amortization expense from property and equipment was approximately $0.7 million and $0.3 million for the three months ended September 30, 2022 and 2021, respectively. Depreciation and amortization expense from property and equipment was approximately $1.5 million and $0.8 million for the nine months ended September 30, 2022 and 2021, respectively. We recorded a non-cash impairment charge of $0.5 million for the nine months ended September 30, 2022 related to a portion of our internal-use software that was abandoned. This amount was recorded in research and development expenses within the condensed consolidated statement of operations. In addition, we recorded a non-cash impairment charge of $0.1 million |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Omnivore Acquisition On February 20, 2022, we signed a definitive agreement to acquire Omnivore Technologies, Inc. (“Omnivore”), a restaurant technology provider that connects restaurants’ Point of Sale systems with technologies that improve efficiency and increase profitability. We closed the acquisition on March 4, 2022 for total consideration of approximately $49.3 million in cash, net of cash acquired and a post-closing working capital adjustment. The operating results of Omnivore have been included in our condensed consolidated statement of operations since the acquisition date. Actual results of operations from the date of acquisition through September 30, 2022 and supplemental pro forma revenue and results of operations have not been presented because the effects were not material to the condensed consolidated financial statements. Purchase Price Allocation The acquisition was accounted for under the acquisition method in accordance with ASC 805, Business Combinations . 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 preliminary allocation of the purchase price to the fair value of the assets acquired and liabilities assumed of Omnivore as of March 4, 2022 (in thousands): Initial Fair Value Estimate Accounts receivable $ 451 Other current assets 148 Operating lease right-of-use asset 236 Property and equipment 24 Other assets, noncurrent 9 Customer relationships 1,290 Developed technology 4,410 Trademark 150 Goodwill 44,678 Accounts payable (198) Accrued expenses and other current liabilities (101) Unearned revenue (83) Operating lease liability, current (81) Operating lease liability, noncurrent (177) Deferred tax liability, net (1,421) Total purchase price, net of cash acquired and post-closing working capital adjustment $ 49,335 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 11.0%. 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 20.0% and a discount rate of 11.0%. Trademark 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 trademark, a pre-tax royalty rate of 1.0% and a discount rate of 11.0%. The preliminary purchase price allocation resulted in the recognition of $44.7 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 Omnivore’s products with those in our existing platform. Accordingly, Omnivore 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 $1.2 million in transaction related expenses, primarily related to transaction related compensation, advisory, legal, valuation, and other professional fees, for the nine months ended September 30, 2022. The transaction related expenses are recorded within the condensed consolidated statements of operations as follows (in thousands): Operating expenses: Sales and marketing $ 79 General and administrative 1,155 Total transaction costs $ 1,234 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. Wisely Acquisition On October 21, 2021, we signed a definitive agreement to acquire all of the outstanding shares of Wisely Inc. (“Wisely”), a customer intelligence and engagement platform for restaurants. We believe Wisely’s Guest Engagement and Front-of-House solutions complement our existing solution suite and 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. We recorded $0.2 million in transaction related expenses, primarily related to legal and insurance fees, for the nine months ended September 30, 2022 in general and administrative expenses within the condensed consolidated statement of operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
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): Balance at December 31, 2021 $ 162,956 Adjustment to Wisely acquisition (94) Acquisition of Omnivore 44,678 Balance at September 30, 2022 $ 207,540 The gross book value and accumulated amortization of intangible assets, net, as of September 30, 2022 were as follows (in thousands): Weighted-average Remaining Useful Life (in years) Gross Carrying Value Accumulated Amortization Net Carrying Value Developed technology 5.2 $ 14,595 $ (1,985) $ 12,610 Customer relationships 7.2 10,921 (1,197) 9,724 Trademark 2.1 486 (132) 354 Balance at September 30, 2022 $ 26,002 $ (3,314) $ 22,688 Amortization expense associated with intangible assets was $1.0 million and $2.8 million for the three and nine months ended September 30, 2022, respectively. As of September 30, 2022, estimated amortization related to the identifiable acquisition-related intangible assets expected to be recognized in future periods was as follows (in thousands): 2022 (remaining) $ 950 2023 3,967 2024 3,949 2025 3,813 2026 3,804 Thereafter 6,205 Total $ 22,688 No goodwill or intangible asset impairment losses were recognized during the nine months ended September 30, 2022. See “Note 6—Acquisitions” for additional information on the acquisitions of Omnivore and Wisely. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 As of December 31, 2021 Prepaid software licensing fees $ 2,466 $ 1,888 Prepaid insurance 504 1,298 Other 3,674 2,532 Total prepaid expenses and other current assets $ 6,644 $ 5,718 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): As of September 30, 2022 As of December 31, 2021 Accrued delivery service partner fees $ 35,111 $ 35,441 Accrued compensation and benefits 6,036 4,189 Professional and consulting fees 709 1,806 Accrued taxes 1,261 1,538 Other 3,426 2,421 Total accrued expenses and other current liabilities $ 46,543 $ 45,395 |
Line of Credit
Line of Credit | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Line of Credit | Line of Credit On June 10, 2022, we entered into the Second Amended and Restated Loan and Security Agreement with Pacific Western Bank related to a revolving credit and term loan facility (the “Second Amended and Restated LSA”). The Second Amended and Restated LSA amended and restated the Amended and Restated Loan and Security Agreement, dated February 11, 2020, as amended (the “Prior LSA”) to, among other things, increase our available aggregate borrowing limit to $70.0 million and to provide the ability to request Pacific Western Bank to enter into commitments to increase the credit extensions available to us under the Second Amended and Restated LSA to up to $125.0 million (the “Accordion Facility”). Borrowings under the Second Amended and Restated LSA accrue interest at a variable annual rate equal to (i) in the case of Formula Advances (as defined in the Second Amended and Restated LSA), the greater of the variable rate of interest, per annum, most recently announced by Pacific Western Bank (the “Prime Rate”) or 3.25% or (ii) in the case of Term Loans (as defined in the Second Amended and Restated LSA), the greater of the Prime Rate plus 0.25% or 3.50%. The Second Amended and Restated LSA provides for a success fee payable upon an acquisition of Olo or termination of the Second Amended and Restated LSA (a “Success Fee Trigger”), in an amount equal to: (i) $800,000, if the Success Fee Trigger occurs prior to June 10, 2023; (ii) $600,000, if the Success Fee Trigger occurs on or after June 10, 2023 and prior to June 10, 2024; (iii) $400,000, if the Success Fee Trigger occurs on or after June 10, 2024 and prior to June 10, 2025; (iv) $200,000, if the Success Fee Trigger occurs on or after June 10, 2025 and prior to June 10, 2026; and (v) $0, if the Success Fee Trigger occurs on or after June 10, 2026. We are also required to pay a fee of 1.0% of the difference between (i) the highest outstanding principal balance during the term of the Second Amended and Restated LSA and (ii) $3.5 million if a Liquidity Event (as defined in the Second Amended and Restated LSA) occurs during the term and or within 24 months after the termination of the Second Amended and Restated LSA. Our obligations under the Second Amended and Restated LSA are secured by substantially all of our assets, including certain securities owned by us in any subsidiary. The Second Amended and Restated LSA includes a financial covenant requiring compliance with certain minimum revenue amounts. In addition, the Second Amended and Restated LSA contains representations and warranties generally consistent with the Prior LSA, as well as certain non-financial covenants, including, but not limited to, limitations on our ability to incur additional indebtedness or liens, pay dividends, or make certain investments. We were in compliance with these covenants as of September 30, 2022. The Second Amended and Restated LSA 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. Any default that is not cured or waived could result in Pacific Western Bank exercising its rights and remedies under the Second Amended and Restated LSA, including, but not limited to, the acceleration of the obligations under the Second Amended and Restated LSA and related documentation, and would permit Pacific Western Bank to exercise remedies with respect to all of the collateral that secured such obligations. 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. Upon our request, Pacific Western Bank will provide us a payoff letter providing for, among other things, repayment of our obligations then outstanding, including the success fee, and for termination of Pacific Western Bank’s obligations to make additional credit extensions and termination of the liens under the Second Amended and Restated LSA. As of September 30, 2022, we had $43.6 million of commitments available under the Second Amended and Restated LSA, 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. As of September 30, 2022, we had no outstanding borrowings under the line of credit, and no amounts have been drawn against any of our letters of credit. Interest expense related to the Second Amended and Restated LSA was immaterial for the nine months ended September 30, 2022. No interest expense was recognized related to the Prior LSA for the nine months ended September 30, 2021. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases We have a non-cancelable operating lease for our corporate headquarters in New York City (“Headquarters Lease”), which expires in May 2030, and a non-cancelable operating lease for our former office (“Former Headquarters”), which expires in September 2023. As a result of the acquisition of Omnivore, we have a non-cancelable operating lease in Clearwater, Florida (“Omnivore Lease”), which expires in January 2025. Our lease terms under the Omnivore Lease include periods under options to extend or terminate the lease. Currently, there are no operating leases where we believe it is reasonably certain that we will exercise any option to extend the initial term. In August 2022, we entered into a new sublease agreement for the remaining term of the Headquarters Lease. In accordance with ASC Topic 360, we evaluated the associated assets for impairment, which included the right-of-use asset and furniture and fixtures for the office space. We compared the expected future undiscounted cash flows attributable to the associated assets to the carrying value and determined that they were impaired. Based on this evaluation, we determined that a portion of the right-of-use asset was no longer recoverable and recorded a right-of-use asset impairment charge of $2.2 million. We also determined that furniture and fixtures related to the space were no longer recoverable, and recorded an asset impairment charge for the carrying value of the assets of $0.1 million. We also recorded broker commission fees of $0.9 million in connection with the subleasing of our headquarters. These impairment charges and commission expenses were recorded in general and administrative expenses in the condensed consolidated statement of operations. We also sublease a portion of our Former Headquarters, which we ceased using in connection with the signing of the Headquarters Lease. The sublease of our Former Headquarters expires in March 2023. As disclosed in “Note 2—Significant Accounting Policies,” we adopted ASC 842 on January 1, 2022. We have elected the “package of practical expedients,” which permits us not to reassess under ASC 842 our prior conclusions on expired or existing leases about lease identification, lease classification, and initial direct costs. Payments of maintenance, utilities, and taxes are expensed as incurred and excluded from right-of-use assets and lease liabilities, and were immaterial for the three and nine months ended September 30, 2022. Furthermore, we elected to not capitalize leases with a term of 12 months or less and recognize the lease expense for such leases on a straight-line basis over the lease term. The IBR is the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. We determined our IBR by obtaining interest rates from various external financing sources and made certain adjustments to reflect the terms of the lease and type of the asset leased. The elements of lease expense were as follows (in thousands): Three Months Ended Nine Months Ended 2022 2022 Operating lease costs $ 843 $ 2,513 Other lease income (87) (261) Total lease costs $ 756 $ 2,252 Rent expense, excluding sublease income, under ASC 840, Leases , was $0.8 million and $2.5 million for the three and nine months ended September 30, 2021, respectively. Rental income was $0.1 million and $0.3 million for the three and nine months ended September 30, 2021, respectively. Cash paid for amounts included in the initial measurement of lease liabilities were $2.7 million for the nine months ended September 30, 2022. As of September 30, 2022, the total remaining operating lease payments included in the measurement of lease liabilities were as follows (in thousands): 2022 (remaining) $ 907 2023 3,444 2024 2,877 2025 2,893 2026 2,960 Thereafter 10,114 Total future minimum lease payments 23,195 Less: imputed interest (4,201) Total $ 18,994 The weighted average remaining lease term and discount rate for the operating leases were as follows: As of September 30, Weighted average remaining lease term (years) 7.35 Weighted average discount rate 5.40% As of December 31, 2021, our future minimum payments under non-cancelable leases for operating facilities as determined prior to the adoption of ASC 842 were as follows (in thousands): 2022 $ 3,559 2023 3,352 2024 2,780 2025 2,885 2026 2,960 Thereafter 10,113 Total $ 25,649 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity 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, and 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 September 30, As of December 31, Shares available for grant under employee stock purchase plan 5,145,300 3,760,115 Shares available for grant under stock option plan 22,597,825 18,994,572 Restricted stock units 4,710,098 1,082,980 Options issued and outstanding under stock option plan 31,960,236 36,716,816 Total common stock reserved for future issuance 64,413,459 60,554,483 Repurchases of Common Stock On September 7, 2022, our Board of Directors authorized a program to repurchase up to $100 million of our Class A common stock (the “Stock Buyback Program”). Under the Stock Buyback Program, shares of common stock may be repurchased from time to time on a discretionary basis through open market repurchases, privately negotiated transactions, block purchases, or other means, and will be structured to occur in compliance with applicable securities laws. The timing and actual number of shares repurchased, if any, will be determined by a committee established by the Board of Directors and depend on a variety of factors, including the Class A common stock price, trading volume, market conditions, our cash flow and liquidity profile, the capital needs of the business, and other considerations. We expect to fund repurchases with existing cash on hand. The Stock Buyback Program has no expiration date and may be modified, suspended, or terminated at any time by the Board of Directors at its discretion. As of September 30, 2022, we have not repurchased any shares under the Stock Buyback Program. Charitable Contributions In March 2021, our Board of Directors approved the issuance of 1,729,189 shares of our Class A common stock to an independent donor-advised fund sponsor, Tides Foundation, in conjunction with our Olo for Good initiative. We donated 172,918 shares of our Class A common stock to the Olo for Good Fund at Tides Foundation and recognized $1.4 million as a non-cash general and administrative expense in our condensed consolidated statement of operations for the three and nine months ended September 30, 2022. We donated 172,918 and 345,836 shares of our Class A common stock to the Olo for Good Fund at Tides Foundation and recognized $8.0 million and $13.1 million as a non-cash general and administrative expense in our condensed consolidated statement of operations for the three and nine months ended September 30, 2021, respectively. Through September 30, 2022, we have donated a total of 518,754 shares of our Class A common stock. We expect to donate 1/10th of the total remaining approved shares into the fund annually. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
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 with the 2021 Plan and 2015 Plan, the “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 restricted stock units (“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 the exercise price of an incentive stock option and nonqualified stock option 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 condensed balance sheets, and is reclassified to Class B common stock and additional paid-in capital as the shares vest. There were 56,508 and 120,088 early exercised shares outstanding as of September 30, 2022 and December 31, 2021, respectively. As of September 30, 2022, there was a liability in the amount of $0.2 million recorded in accrued expenses and other current liabilities in our balance sheet because vesting is within 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 annual cash retainers for non-employee directors and an additional cash retainer for those non-employee directors that serve as chairpersons or members of our audit, compensation, nominating and corporate governance, and other 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. As of September 30, 2022 and December 31, 2021 the maximum number of shares authorized for issuance to participants under the Plans was 29,445,392 and 20,615,612, respectively. As of September 30, 2022 and December 31, 2021, the number of shares available for issuance to participants under the Plans was 22,597,825 and 18,994,572, respectively. During the nine months ended September 30, 2022 and 2021, 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 nine months ended September 30, 2021. Restricted Stock Units The following summarizes the activity for the unvested RSUs during the nine months ended September 30, 2022: Shares Weighted- Unvested at December 31, 2021 1,082,980 $ 27.70 Granted 4,699,191 15.48 Vested (503,371) 20.40 Forfeited and canceled (568,702) 19.80 Unvested at September 30, 2022 4,710,098 $ 17.24 The total fair value of RSUs vested during the nine months ended September 30, 2022 was $5.1 million. Future stock-based compensation for unvested RSUs awarded as of September 30, 2022 was approximately $73.6 million and is expected to be recognized over a weighted-average period of 3.26 years. Stock Options The following summarizes our stock option activity for the nine months ended September 30, 2022 (in thousands, except share and per share amounts): Number of Weighted- Weighted- Aggregate As of December 31, 2021 36,716,816 $ 3.55 5.76 $ 633,730 Granted 1,100,118 14.72 Exercised (4,915,101) 1.56 Forfeited (941,597) 6.77 Vested and expected to vest as of September 30, 2022 31,960,236 $ 4.15 5.32 $ 144,435 Exercisable as of September 30, 2022 24,706,582 $ 2.73 4.47 $ 134,287 The following table summarizes the weighted-average grant date fair value of options granted, intrinsic value of options exercised, and fair value of options vested for the three and nine months ended September 30, 2022 and 2021 (in thousands, except per share amounts): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Weighted-average grant date fair value of options granted $ 4.45 N/A $ 4.87 $ 10.70 Intrinsic value of options exercised $ 18,074 $ 97,370 $ 59,212 $ 169,450 Total fair value of options vested $ 6,027 $ 10,709 $ 20,604 $ 29,355 Future stock-based compensation for unvested employee options granted and outstanding as of September 30, 2022 was $49.7 million and is expected to be recognized over a weighted-average period of 2.07 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: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Expected term (in years) 6.00 N/A 5.24 - 6.00 5.48 - 6.07 Volatility 36% N/A 32% - 36% 52% - 65% Risk-free interest rate 2.87% N/A 1.62% - 2.87% 0.50% - 1.06% Dividend yield 0% N/A 0% 0% Fair value of underlying common stock $11.07 N/A $11.07 - $15.75 $16.78 - $30.02 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 employee stock purchase plan (“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 June 2022 and ends in December 2022. For the nine months ended September 30, 2022, we recorded approximately $1.2 million of compensation expense associated with our ESPP. 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 condensed consolidated statements of operations was as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Cost of revenue - platform $ 1,367 $ 762 $ 4,269 $ 1,942 Cost of revenue - professional services and other 167 116 565 362 Research and development 3,571 2,570 10,382 8,522 General and administrative 5,442 3,907 15,567 12,002 Sales and marketing 1,372 512 4,321 1,436 Total stock-based compensation expense $ 11,919 $ 7,867 $ 35,104 $ 24,264 |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Warrants | Warrants |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We had an effective tax rate benefit of 2.61% and expense of (0.27)% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate benefit for the nine months ended September 30, 2022 is driven primarily by 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 Omnivore and adjustments to the full valuation allowance on our deferred tax assets, partially offset by state taxes. We maintain a full valuation allowance on our net federal and state deferred tax assets as we have concluded that it is more likely than not that the deferred tax assets will not be realized. We evaluated the available evidence supporting the realization of our deferred tax assets, including the amount and timing of future taxable income, and have determined that it is more likely than not that our net deferred tax assets will not be realized. Due to uncertainties surrounding the realization of the deferred tax assets, we maintain a full valuation allowance against substantially all of our net deferred tax assets. When we determine that we will be able to realize some portion or all of our deferred tax assets, an adjustment to our valuation allowance on our deferred tax assets would have the effect of increasing net income in the period such determination is made. We applied ASC 740, Income Taxes |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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. On September 26, 2022, a putative securities class action lawsuit was filed in the United States District Court for the Southern District of New York against us and certain executive officers, captioned Pompano Beach Police and Firefighters Retirement System v. Olo Inc., et. al. (Case 1:22-cv-08228). The lawsuit asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and alleges that Olo made materially false and misleading statements regarding the number of active locations. The lawsuit seeks unspecified damages, interest, costs and attorneys’ fees, and other unspecified relief that the Court deems appropriate. We believe the case is without merit and are vigorously defending this matter. We are unable to predict the outcome, or the possible loss or range of loss, if any, related to this matter. |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders A reconciliation of net loss available to common stockholders and the number of shares in the calculation of basic net loss per share is as follows (in thousands, except share and per share data): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net loss $ (14,560) $ (11,308) $ (37,742) $ (40,202) Less: accretion of redeemable convertible preferred stock to redemption value — — — (14) Net loss attributable to Class A and Class B common stockholders—basic and diluted $ (14,560) $ (11,308) $ (37,742) $ (40,216) Three Months Ended Nine Months Ended 2022 2021 2022 2021 Denominator: Weighted-average Class A and Class B common shares outstanding—basic and diluted 162,364,654 148,452,987 160,667,412 113,451,378 Net loss per share attributable to Class A and Class B common stockholders––basic and diluted $ (0.09) $ (0.08) $ (0.23) $ (0.35) The following participating securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Outstanding stock options 31,960,236 39,815,982 31,960,236 39,815,982 Outstanding restricted stock units 4,710,098 155,422 4,710,098 155,422 Outstanding shares estimated to be purchased under ESPP 125,128 143,815 125,128 143,815 Total 36,795,462 40,115,219 36,795,462 40,115,219 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. The December 31, 2021 condensed consolidated balance sheet was derived from the audited financial statements as of that date, but may not include all disclosures including certain footnotes required by U.S. GAAP on an annual reporting basis. These unaudited condensed consolidated financial statements have been prepared on a basis consistent with our annual financial statements and, in the opinion of management, reflect all adjustments, which include all normal recurring adjustments necessary to fairly state our financial position as of September 30, 2022, our results of operations and comprehensive loss for the three and nine months ended September 30, 2022 and 2021 and our cash flows for the nine months ended September 30, 2022 and 2021, respectively. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022 or for any other future annual or interim period. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K filed with the SEC on February 25, 2022. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation. |
Use of Estimates | Use of Estimates The preparation of condensed 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 condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. |
Concentrations of Business | Concentrations of Business and Credit Risk We are exposed to concentrations of credit risk primarily through our cash and short- and long-term investments held by financial institutions. We primarily deposit our cash with two financial institutions and the amount on deposit exceeds federally insured limits. We reduce our credit risk by placing our cash and investments with major financial institutions with high credit ratings. As of September 30, 2022 and December 31, 2021, no customer had a balance over 10% of our accounts |
Credit Risks | Concentrations of Business and Credit Risk We are exposed to concentrations of credit risk primarily through our cash and short- and long-term investments held by financial institutions. We primarily deposit our cash with two financial institutions and the amount on deposit exceeds federally insured limits. We reduce our credit risk by placing our cash and investments with major financial institutions with high credit ratings. As of September 30, 2022 and December 31, 2021, no customer had a balance over 10% of our accounts |
Investments | Investments Management determines the appropriate classification of investments at the time of purchase based upon management’s intent with regard to such investments. Our investments are classified as available-for-sale at the time of purchase, and we reevaluate such classification as of each balance sheet date. We consider all highly liquid investments with an original maturity of 90 days or less when purchased to be cash equivalents. Investments with remaining contractual maturities of one year or less from the balance sheet date, which are not considered cash equivalents, are classified as short-term investments, and those with remaining contractual maturities greater than one year from the balance sheet date are classified as long-term investments. All investments are recorded at their estimated fair value, and any unrealized gains and losses, net of taxes, are recorded in accumulated other comprehensive loss, which is reflected as a separate component of stockholders’ equity in the condensed consolidated balance sheets. Realized gains and losses on sales and maturities of investments are determined based on the specific identification method and are recognized in the condensed consolidated statements of operations. We perform periodic evaluations to determine whether any declines in the fair value of investments below cost are other-than-temporary. The evaluation consists of qualitative and quantitative factors regarding the severity and duration of the unrealized loss, as well as our ability and intent to hold the investments until a forecasted recovery occurs. The impairments are considered to be other-than-temporary if they are related to deterioration in credit risk or if it is likely that the underlying securities will be sold prior to a full recovery of their cost basis. Other-than-temporary fair value impairments, if any, are determined based on the specific identification method and are reported in other (expense) income, net in the condensed consolidated statements of operations. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable, net are stated at net realizable value and include unbilled receivables. Unbilled receivables arise primarily from transactional services provided in advance of billing. Accounts receivable are net of an allowance for credit losses, are not collateralized, and do not bear interest. Payment terms vary by contract type but are generally due within 30 days. The accounts receivable balance at September 30, 2022 and December 31, 2021 included unbilled receivables of $0.6 million and $4.1 million, respectively. We assess the collectability of outstanding accounts receivable on an ongoing basis and maintain an allowance for credit losses for accounts receivable deemed uncollectible. Upon adoption of Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, |
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 condensed 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 trademarks. 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 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 the first nine months of 2022, there were no events or changes in circumstances that would have required an interim impairment test. 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. |
Leases | Leases Prior to the adoption of Accounting Standards Codification (“ASC”) 842, Leases, on January 1, 2022 We categorized leases at their inception as either operating or capital. In the ordinary course of business, we enter into non-cancelable operating leases for office space. We recognized lease costs on a straight-line basis and treated lease incentives as a reduction of rent expense over the term of the agreement. The difference between cash rent payments and rent expense was 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 was recorded within prepaid expenses and other current assets. Subsequent to the adoption of ASC 842 on January 1, 2022 We determine if an arrangement is a lease or contains a lease at inception. Our lease agreements are generally for office facilities, and the determination of whether such agreements contain leases generally does not require significant estimates or judgments. Our leases may also contain non-lease components such as payments of maintenance, utilities, and taxes, which we have elected to account for separately, as these amounts are readily determinable. At the commencement date of a lease, we recognize a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term. The lease liability is measured at the present value of the minimum rental payments discounted using our incremental borrowing rate (“IBR”) over the lease term (or, if readily determinable, the rate implicit in the lease). The right-of-use asset is measured at cost, which includes the initial measurement of the lease liability and initial direct costs incurred and excludes lease incentives. We subleased a portion of our office space and recognize rental income on a straight-line basis as an offset to other leases costs, net within general and administrative expenses. The lease term used to measure right-of-use lease assets and lease liabilities may include renewal options which are deemed reasonably certain to be exercised. Operating lease costs are recognized on a straight-line basis over the lease term. Variable lease payments are expensed as incurred. Our leases do not contain any material residual value guarantees or material restrictive covenants. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) (“ASC 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 are 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. We adopted and began applying the standard on January 1, 2022 using the modified retrospective approach and applied it to all existing leases as of the adoption date. We will continue to present prior period amounts under ASC 840, Leases . In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard which does not require us to reassess whether contracts that existed or expired prior to the adoption date contained an embedded lease, reassess historical lease classification, or evaluate initial direct costs for leases that were in effect at the adoption date. We did not elect the hindsight practical expedient related to determining the lease term. As a result of implementing this guidance, we recognized $20.6 million in operating lease right-of-use assets as of January 1, 2022, and derecognized $2.4 million of previously recognized deferred rent. We also recorded $2.5 million in current operating lease liabilities and $18.1 million in operating lease liabilities, net of current portion in our condensed consolidated balance sheet as of January 1, 2022. The adoption of ASC 842 did not result in a cumulative-effect adjustment on retained earnings. See “Note 11—Leases” for additional details. 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 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 results 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. We adopted this standard as of January 1, 2022. The adoption did not have a material impact on our condensed consolidated 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, Revenue from Contracts with Customers . Under prior guidance, an acquirer generally recognized 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 results 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 early adopted ASU No 2021-08 as of January 1, 2022 on a |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Rollforward of Allowance for Doubtful Accounts | The following summarizes our allowance for doubtful accounts activity (in thousands): September 30, 2022 2021 Beginning balance $ 657 $ 631 Bad debt expense 263 283 Writeoffs (308) (257) Ending balance $ 612 $ 657 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table disaggregates revenue by type (in thousands): Three Months Ended September 30, 2022 Platform Professional Total Timing of revenue recognition Transferred over time $ 23,919 $ 909 $ 24,828 Transferred at a point in time 22,438 — 22,438 Total revenue $ 46,357 $ 909 $ 47,266 Three Months Ended September 30, 2021 Platform Professional Total Timing of revenue recognition Transferred over time $ 17,046 $ 1,306 $ 18,352 Transferred at a point in time 19,038 — 19,038 Total revenue $ 36,084 $ 1,306 $ 37,390 Nine Months Ended September 30, 2022 Platform Professional Total Timing of revenue recognition Transferred over time $ 67,710 $ 3,262 $ 70,972 Transferred at a point in time 64,651 — 64,651 Total revenue $ 132,361 $ 3,262 $ 135,623 Nine Months Ended September 30, 2021 Platform Professional Total Timing of revenue recognition Transferred over time $ 47,902 $ 3,876 $ 51,778 Transferred at a point in time 57,631 — 57,631 Total revenue $ 105,533 $ 3,876 $ 109,409 |
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): Nine Months Ended September 30, 2022 2021 Beginning balance $ 6,183 $ 5,176 Capitalization of deferred contract costs 3,084 2,607 Amortization of deferred contract costs (2,547) (2,013) Ending balance $ 6,720 $ 5,770 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Nonrecurring | The following tables present the costs, net unrealized losses, and fair value by major security type for our investments as of September 30, 2022 and December 31, 2021 (in thousands): As of September 30, 2022 Cost Net Unrealized Losses Fair Value Cash and cash equivalents Short-term investments Long-term investments Cash $ 224,315 $ — $ 224,315 $ 224,315 $ — $ — Level 1: Money market funds 140,977 — 140,977 140,977 — — Commercial paper 20,617 (73) 20,544 905 19,639 — Subtotal 161,594 (73) 161,521 141,882 19,639 — Level 2: Certificates of deposit 32,857 (124) 32,733 — 32,733 — U.S. Government and agency securities 27,392 (86) 27,306 — 27,306 — Corporate bonds 23,421 (137) 23,284 202 22,278 804 Subtotal 83,670 (347) 83,323 202 82,317 804 Level 3: — — — — — — Total $ 469,579 $ (420) $ 469,159 $ 366,399 $ 101,956 $ 804 As of December 31, 2021 Cost Net Unrealized Losses Fair Value Cash and cash equivalents Short-term investments Long-term investments Cash $ 219,344 $ — $ 219,344 $ 219,344 $ — $ — Level 1: Money market funds 295,101 — 295,101 295,101 — — Total $ 514,445 $ — $ 514,445 $ 514,445 $ — $ — |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following (in thousands): Estimated Useful Life As of September 30, 2022 As of December 31, 2021 Computer and office equipment 3 - 5 $ 2,186 $ 1,800 Capitalized internal-use software 3 11,770 3,392 Furniture and fixtures 10 132 386 Leasehold improvements Shorter of estimated useful life or remaining term of lease 364 374 Total property and equipment 14,452 5,952 Less: accumulated depreciation and amortization of internal-use software (3,912) (2,648) Total property and equipment, net $ 10,540 $ 3,304 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary allocation of the purchase price to the fair value of the assets acquired and liabilities assumed of Omnivore as of March 4, 2022 (in thousands): Initial Fair Value Estimate Accounts receivable $ 451 Other current assets 148 Operating lease right-of-use asset 236 Property and equipment 24 Other assets, noncurrent 9 Customer relationships 1,290 Developed technology 4,410 Trademark 150 Goodwill 44,678 Accounts payable (198) Accrued expenses and other current liabilities (101) Unearned revenue (83) Operating lease liability, current (81) Operating lease liability, noncurrent (177) Deferred tax liability, net (1,421) Total purchase price, net of cash acquired and post-closing working capital adjustment $ 49,335 |
Business Combination, Transaction Costs | The transaction related expenses are recorded within the condensed consolidated statements of operations as follows (in thousands): Operating expenses: Sales and marketing $ 79 General and administrative 1,155 Total transaction costs $ 1,234 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes the changes in the carrying amount of goodwill (in thousands): Balance at December 31, 2021 $ 162,956 Adjustment to Wisely acquisition (94) Acquisition of Omnivore 44,678 Balance at September 30, 2022 $ 207,540 |
Schedule of Finite-Lived Intangible Assets | The gross book value and accumulated amortization of intangible assets, net, as of September 30, 2022 were as follows (in thousands): Weighted-average Remaining Useful Life (in years) Gross Carrying Value Accumulated Amortization Net Carrying Value Developed technology 5.2 $ 14,595 $ (1,985) $ 12,610 Customer relationships 7.2 10,921 (1,197) 9,724 Trademark 2.1 486 (132) 354 Balance at September 30, 2022 $ 26,002 $ (3,314) $ 22,688 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of September 30, 2022, estimated amortization related to the identifiable acquisition-related intangible assets expected to be recognized in future periods was as follows (in thousands): 2022 (remaining) $ 950 2023 3,967 2024 3,949 2025 3,813 2026 3,804 Thereafter 6,205 Total $ 22,688 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 As of December 31, 2021 Prepaid software licensing fees $ 2,466 $ 1,888 Prepaid insurance 504 1,298 Other 3,674 2,532 Total prepaid expenses and other current assets $ 6,644 $ 5,718 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): As of September 30, 2022 As of December 31, 2021 Accrued delivery service partner fees $ 35,111 $ 35,441 Accrued compensation and benefits 6,036 4,189 Professional and consulting fees 709 1,806 Accrued taxes 1,261 1,538 Other 3,426 2,421 Total accrued expenses and other current liabilities $ 46,543 $ 45,395 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Lease Costs | The elements of lease expense were as follows (in thousands): Three Months Ended Nine Months Ended 2022 2022 Operating lease costs $ 843 $ 2,513 Other lease income (87) (261) Total lease costs $ 756 $ 2,252 The weighted average remaining lease term and discount rate for the operating leases were as follows: As of September 30, Weighted average remaining lease term (years) 7.35 Weighted average discount rate 5.40% |
Schedule of Payments Under Non-cancelable Operating Leases | As of September 30, 2022, the total remaining operating lease payments included in the measurement of lease liabilities were as follows (in thousands): 2022 (remaining) $ 907 2023 3,444 2024 2,877 2025 2,893 2026 2,960 Thereafter 10,114 Total future minimum lease payments 23,195 Less: imputed interest (4,201) Total $ 18,994 |
Schedule of Future Minimum Rental Payments for Operating Leases | As of December 31, 2021, our future minimum payments under non-cancelable leases for operating facilities as determined prior to the adoption of ASC 842 were as follows (in thousands): 2022 $ 3,559 2023 3,352 2024 2,780 2025 2,885 2026 2,960 Thereafter 10,113 Total $ 25,649 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, As of December 31, Shares available for grant under employee stock purchase plan 5,145,300 3,760,115 Shares available for grant under stock option plan 22,597,825 18,994,572 Restricted stock units 4,710,098 1,082,980 Options issued and outstanding under stock option plan 31,960,236 36,716,816 Total common stock reserved for future issuance 64,413,459 60,554,483 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | The following summarizes the activity for the unvested RSUs during the nine months ended September 30, 2022: Shares Weighted- Unvested at December 31, 2021 1,082,980 $ 27.70 Granted 4,699,191 15.48 Vested (503,371) 20.40 Forfeited and canceled (568,702) 19.80 Unvested at September 30, 2022 4,710,098 $ 17.24 |
Schedule of Stock Options | The following summarizes our stock option activity for the nine months ended September 30, 2022 (in thousands, except share and per share amounts): Number of Weighted- Weighted- Aggregate As of December 31, 2021 36,716,816 $ 3.55 5.76 $ 633,730 Granted 1,100,118 14.72 Exercised (4,915,101) 1.56 Forfeited (941,597) 6.77 Vested and expected to vest as of September 30, 2022 31,960,236 $ 4.15 5.32 $ 144,435 Exercisable as of September 30, 2022 24,706,582 $ 2.73 4.47 $ 134,287 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | The following table summarizes the weighted-average grant date fair value of options granted, intrinsic value of options exercised, and fair value of options vested for the three and nine months ended September 30, 2022 and 2021 (in thousands, except per share amounts): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Weighted-average grant date fair value of options granted $ 4.45 N/A $ 4.87 $ 10.70 Intrinsic value of options exercised $ 18,074 $ 97,370 $ 59,212 $ 169,450 Total fair value of options vested $ 6,027 $ 10,709 $ 20,604 $ 29,355 |
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: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Expected term (in years) 6.00 N/A 5.24 - 6.00 5.48 - 6.07 Volatility 36% N/A 32% - 36% 52% - 65% Risk-free interest rate 2.87% N/A 1.62% - 2.87% 0.50% - 1.06% Dividend yield 0% N/A 0% 0% Fair value of underlying common stock $11.07 N/A $11.07 - $15.75 $16.78 - $30.02 |
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 condensed consolidated statements of operations was as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Cost of revenue - platform $ 1,367 $ 762 $ 4,269 $ 1,942 Cost of revenue - professional services and other 167 116 565 362 Research and development 3,571 2,570 10,382 8,522 General and administrative 5,442 3,907 15,567 12,002 Sales and marketing 1,372 512 4,321 1,436 Total stock-based compensation expense $ 11,919 $ 7,867 $ 35,104 $ 24,264 |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Available to Common Stockholders | A reconciliation of net loss available to common stockholders and the number of shares in the calculation of basic net loss per share is as follows (in thousands, except share and per share data): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net loss $ (14,560) $ (11,308) $ (37,742) $ (40,202) Less: accretion of redeemable convertible preferred stock to redemption value — — — (14) Net loss attributable to Class A and Class B common stockholders—basic and diluted $ (14,560) $ (11,308) $ (37,742) $ (40,216) Three Months Ended Nine Months Ended 2022 2021 2022 2021 Denominator: Weighted-average Class A and Class B common shares outstanding—basic and diluted 162,364,654 148,452,987 160,667,412 113,451,378 Net loss per share attributable to Class A and Class B common stockholders––basic and diluted $ (0.09) $ (0.08) $ (0.23) $ (0.35) |
Schedule of Anti-dilutive Securities Excluded from Loss per Share | The following participating securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Outstanding stock options 31,960,236 39,815,982 31,960,236 39,815,982 Outstanding restricted stock units 4,710,098 155,422 4,710,098 155,422 Outstanding shares estimated to be purchased under ESPP 125,128 143,815 125,128 143,815 Total 36,795,462 40,115,219 36,795,462 40,115,219 |
Business (Details)
Business (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 19, 2021 | Mar. 18, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Stock [Line Items] | |||||
Stock issuance costs | $ 423 | $ 4,118 | |||
Issuance of preferred stock on exercises of warrants (in shares) | 1,681,848 | ||||
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 | ||||
Redeemable Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Issuance of preferred stock on exercises of warrants (in shares) | 1,682,847 | ||||
Common Class B | |||||
Class of Stock [Line Items] | |||||
Shares converted (in shares) | 100,196,780 | ||||
Common Class B | Stock Appreciation Rights (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) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jan. 01, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||||
Unbilled receivables | $ 600 | $ 600 | $ 4,100 | |||
Operating lease right-of-use asset | 14,568 | 14,568 | $ 20,600 | 0 | ||
Deferred rent | 2,400 | |||||
Operating lease liability, current | $ 2,666 | $ 2,666 | 2,500 | $ 0 | ||
Operating lease, liability, non current, net of current | $ 18,100 | |||||
Revenue Benchmark | Customer Concentration Risk | Largest Customer | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Concentration risk | 12% | 16% | 12% | 19% |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning allowance | $ 657 | $ 631 |
Bad debt expense | 263 | 283 |
Writeoffs | (308) | (257) |
Ending allowance | $ 612 | $ 657 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 47,266 | $ 37,390 | $ 135,623 | $ 109,409 |
Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 24,828 | 18,352 | 70,972 | 51,778 |
Transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 22,438 | 19,038 | 64,651 | 57,631 |
Platform | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 46,357 | 36,084 | 132,361 | 105,533 |
Platform | Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 23,919 | 17,046 | 67,710 | 47,902 |
Platform | Transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 22,438 | 19,038 | 64,651 | 57,631 |
Professional Services and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 909 | 1,306 | 3,262 | 3,876 |
Professional Services and Other | Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 909 | 1,306 | 3,262 | 3,876 |
Professional Services and Other | Transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Contract assets | $ 1 | $ 1 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue recognized previously unearned | 1.2 | $ 0.4 | |
Remaining performance obligations | $ 40.8 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Percent of remaining performance obligation expected to be recognized (as a percent) | 45% | ||
Revenue, remaining performance obligation, period (in months) | 12 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | Minimum | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue, remaining performance obligation, period (in months) | 24 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | Maximum | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue, remaining performance obligation, period (in months) | 48 months |
Revenue Recognition - Deferred
Revenue Recognition - Deferred Contract Costs (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Capitalized Contract Cost [Roll Forward] | ||
Capitalized contract cost balance at beginning of period | $ 6,183 | $ 5,176 |
Capitalization of deferred contract costs | 3,084 | 2,607 |
Amortization of deferred contract costs | (2,547) | (2,013) |
Capitalized contract cost balance at end of period | $ 6,720 | $ 5,770 |
Fair Value Measurement - Amorti
Fair Value Measurement - Amortized Cost and Fair Value (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Securities, Available-for-Sale [Line Items] | ||
Cost | $ 469,579 | $ 514,445 |
Net Unrealized Losses | (420) | 0 |
Fair Value | 469,159 | 514,445 |
Cash and cash equivalents | 366,399 | 514,445 |
Short-term investments | 101,956 | 0 |
Long-term investments | 804 | 0 |
Fair Value, Inputs, Level 1 | Fair Value, Recurring | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cost | 161,594 | |
Net Unrealized Losses | (73) | 0 |
Fair Value | 161,521 | 295,101 |
Cash and cash equivalents | 141,882 | 295,101 |
Short-term investments | 19,639 | 0 |
Long-term investments | 0 | 0 |
Fair Value, Inputs, Level 2 | Fair Value, Recurring | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cost | 83,670 | |
Net Unrealized Losses | (347) | |
Fair Value | 83,323 | |
Cash and cash equivalents | 202 | |
Short-term investments | 82,317 | |
Long-term investments | 804 | |
Fair Value, Inputs, Level 3 | Fair Value, Nonrecurring | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cost | 0 | |
Net Unrealized Losses | 0 | |
Fair Value | 0 | |
Cash and cash equivalents | 0 | |
Short-term investments | 0 | |
Long-term investments | 0 | |
Cash | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cost | 224,315 | 219,344 |
Net Unrealized Losses | 0 | 0 |
Fair Value | 224,315 | 219,344 |
Cash and cash equivalents | 224,315 | 219,344 |
Short-term investments | 0 | 0 |
Long-term investments | 0 | 0 |
Money market funds | Fair Value, Inputs, Level 1 | Fair Value, Recurring | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cost | 140,977 | $ 295,101 |
Net Unrealized Losses | 0 | |
Fair Value | 140,977 | |
Cash and cash equivalents | 140,977 | |
Short-term investments | 0 | |
Long-term investments | 0 | |
Commercial paper | Fair Value, Inputs, Level 1 | Fair Value, Recurring | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cost | 20,617 | |
Net Unrealized Losses | (73) | |
Fair Value | 20,544 | |
Cash and cash equivalents | 905 | |
Short-term investments | 19,639 | |
Long-term investments | 0 | |
Certificates of deposit | Fair Value, Inputs, Level 2 | Fair Value, Recurring | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cost | 32,857 | |
Net Unrealized Losses | (124) | |
Fair Value | 32,733 | |
Cash and cash equivalents | 0 | |
Short-term investments | 32,733 | |
Long-term investments | 0 | |
U.S. Government and agency securities | Fair Value, Inputs, Level 2 | Fair Value, Recurring | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cost | 27,392 | |
Net Unrealized Losses | (86) | |
Fair Value | 27,306 | |
Cash and cash equivalents | 0 | |
Short-term investments | 27,306 | |
Long-term investments | 0 | |
Corporate bonds | Fair Value, Inputs, Level 2 | Fair Value, Recurring | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cost | 23,421 | |
Net Unrealized Losses | (137) | |
Fair Value | 23,284 | |
Cash and cash equivalents | 202 | |
Short-term investments | 22,278 | |
Long-term investments | $ 804 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
Aug. 31, 2022 | Sep. 30, 2022 | |
Debt Securities, Available-for-Sale [Line Items] | ||
Operating Lease, Impairment Loss | $ 2.2 | $ 2.3 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | $ 14,452 | $ 14,452 | $ 5,952 | |||
Less: accumulated depreciation and amortization of internal-use software | (3,912) | (3,912) | (2,648) | |||
Total property and equipment, net | 10,540 | 10,540 | 3,304 | |||
Depreciation | 700 | $ 300 | 1,500 | $ 800 | ||
Impairment of leasehold | $ 100 | 100 | 100 | |||
Computer and office equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | 2,186 | $ 2,186 | 1,800 | |||
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 internal-use software | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Estimated Useful Life (in Years) | 3 years | |||||
Property and equipment, gross | 11,770 | $ 11,770 | 3,392 | |||
Non-cash impairment charges | $ 500 | |||||
Furniture and fixtures | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Estimated Useful Life (in Years) | 10 years | |||||
Property and equipment, gross | 132 | $ 132 | 386 | |||
Leasehold improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | $ 364 | $ 364 | $ 374 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | 9 Months Ended | ||||
Mar. 04, 2022 USD ($) | Nov. 04, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Asset Acquisition [Line Items] | |||||
Goodwill | $ 207,540,000 | $ 162,956,000 | |||
Acquisition, net of cash acquired | $ 49,241,000 | $ 0 | |||
SARs granted (in shares) | shares | 1,100,118 | ||||
Adjustment to Wisely acquisition | $ (94,000) | ||||
Omnivore Technologies, Inc. | |||||
Asset Acquisition [Line Items] | |||||
Business combination consideration transferred | $ 49,300,000 | ||||
Goodwill | 44,678,000 | ||||
Goodwill, deductible for tax purposes | $ 0 | ||||
Total transaction costs | 1,234,000 | ||||
Omnivore Technologies, Inc. | Customer relationships | Discount Rate | |||||
Asset Acquisition [Line Items] | |||||
Intangible assets, measurement input (as a percent) | 0.110 | ||||
Omnivore Technologies, Inc. | Developed technology | Discount Rate | |||||
Asset Acquisition [Line Items] | |||||
Intangible assets, measurement input (as a percent) | 0.110 | ||||
Omnivore Technologies, Inc. | Developed technology | Pre Tax Royalty Rate | |||||
Asset Acquisition [Line Items] | |||||
Intangible assets, measurement input (as a percent) | 0.200 | ||||
Omnivore Technologies, Inc. | Trademark | Discount Rate | |||||
Asset Acquisition [Line Items] | |||||
Intangible assets, measurement input (as a percent) | 0.110 | ||||
Omnivore Technologies, Inc. | Trademark | Pre Tax Royalty Rate | |||||
Asset Acquisition [Line Items] | |||||
Intangible assets, measurement input (as a percent) | 0.010 | ||||
Wisely Inc. | |||||
Asset Acquisition [Line Items] | |||||
Business combination consideration transferred | $ 177,800,000 | ||||
Total transaction costs | 200,000 | ||||
Acquisition, net of cash acquired | 75,200,000 | ||||
Issuance of Class A common stock | 96,600,000 | ||||
Fair value of substituted stock options | $ 5,900,000 | ||||
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 | ||||
Adjustment to Wisely acquisition | $ (100,000) |
Acquisitions - Allocation (Deta
Acquisitions - Allocation (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Mar. 04, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 207,540 | $ 162,956 | |
Omnivore Technologies, Inc. | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 451 | ||
Other current assets | 148 | ||
Operating lease right-of-use asset | 236 | ||
Property and equipment | 24 | ||
Other assets, noncurrent | 9 | ||
Goodwill | 44,678 | ||
Accounts payable | (198) | ||
Accrued expenses and other current liabilities | (101) | ||
Unearned revenue | (83) | ||
Operating lease liability, current | (81) | ||
Operating lease liability, noncurrent | (177) | ||
Deferred tax liability, net | (1,421) | ||
Total purchase price, net of cash acquired and post-closing working capital adjustment | 49,335 | ||
Omnivore Technologies, Inc. | Customer relationships | |||
Business Acquisition [Line Items] | |||
Intangible assets | 1,290 | ||
Omnivore Technologies, Inc. | Developed technology | |||
Business Acquisition [Line Items] | |||
Intangible assets | 4,410 | ||
Omnivore Technologies, Inc. | Trademark | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 150 |
Acquisitions - Transaction Cost
Acquisitions - Transaction Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Asset Acquisition [Line Items] | ||||
Sales and marketing | $ 7,923 | $ 4,728 | $ 24,890 | $ 12,265 |
General and administrative | $ 20,894 | $ 21,270 | 56,090 | $ 53,034 |
Omnivore Technologies, Inc. | ||||
Asset Acquisition [Line Items] | ||||
Sales and marketing | 79 | |||
General and administrative | 1,155 | |||
Total transaction costs | $ 1,234 |
Acquisitions - Purchase Conside
Acquisitions - Purchase Consideration (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Nov. 04, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Asset Acquisition [Line Items] | |||
Acquisition, net of cash acquired | $ 49,241 | $ 0 | |
Wisely Inc. | |||
Asset Acquisition [Line Items] | |||
Acquisition, net of cash acquired | $ 75,200 | ||
Issuance of Class A common stock | 96,600 | ||
Fair value of substituted stock options | 5,900 | ||
Total purchase price, net of cash acquired | $ 177,800 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Rollforward (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Balance as of the beginning of the period | $ 162,956 |
Adjustment to Wisely acquisition | (94) |
Acquisition of Omnivore | 44,678 |
Balance as of the end of the period | $ 207,540 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Gross Book Value (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 26,002 | |
Accumulated Amortization | (3,314) | |
Net Carrying Value | $ 22,688 | $ 19,635 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 5 years 2 months 12 days | |
Gross Carrying Value | $ 14,595 | |
Accumulated Amortization | (1,985) | |
Net Carrying Value | $ 12,610 | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 7 years 2 months 12 days | |
Gross Carrying Value | $ 10,921 | |
Accumulated Amortization | (1,197) | |
Net Carrying Value | $ 9,724 | |
Trademark | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 2 years 1 month 6 days | |
Gross Carrying Value | $ 486 | |
Accumulated Amortization | (132) | |
Net Carrying Value | $ 354 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 1 | $ 2.8 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Amortization (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 (remaining) | $ 950 |
2023 | 3,967 |
2024 | 3,949 |
2025 | 3,813 |
2026 | 3,804 |
Thereafter | 6,205 |
Total | $ 22,688 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid software licensing fees | $ 2,466 | $ 1,888 |
Prepaid insurance | 504 | 1,298 |
Other | 3,674 | 2,532 |
Total prepaid expenses and other current assets | $ 6,644 | $ 5,718 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued delivery service partner fees | $ 35,111 | $ 35,441 |
Accrued compensation and benefits | 6,036 | 4,189 |
Professional and consulting fees | 709 | 1,806 |
Accrued taxes | 1,261 | 1,538 |
Other | 3,426 | 2,421 |
Total accrued expenses and other current liabilities | $ 46,543 | $ 45,395 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) | Jun. 10, 2022 | Sep. 30, 2022 |
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 | |
Second Amended Credit Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 70,000,000 | |
Line of credit facility, accordion feature, increase limit | $ 125,000,000 | |
Fee on outstanding principal | 1% | |
Liquidity event | 3,500,000 | |
Debt instrument, liquidity event, term | 24 months | |
Second Amended Credit Facility | Line of Credit | Triggering Event One | ||
Debt Instrument [Line Items] | ||
Success triggering fee | $ 800,000 | |
Second Amended Credit Facility | Line of Credit | Triggering Event Two | ||
Debt Instrument [Line Items] | ||
Success triggering fee | 600,000 | |
Second Amended Credit Facility | Line of Credit | Triggering Event Three | ||
Debt Instrument [Line Items] | ||
Success triggering fee | 400,000 | |
Second Amended Credit Facility | Line of Credit | Triggering Event Four | ||
Debt Instrument [Line Items] | ||
Success triggering fee | 200,000 | |
Second Amended Credit Facility | Line of Credit | Triggering Event Five | ||
Debt Instrument [Line Items] | ||
Success triggering fee | $ 0 | |
Second Amended Credit Facility | Prime Rate | Line of Credit | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.25% | |
Second Amended Credit Facility | Prime Rate | Line of Credit | Minimum | ||
Debt Instrument [Line Items] | ||
Basis spread | 0.25% | |
Second Amended Credit Facility | Prime Rate | Line of Credit | Maximum | ||
Debt Instrument [Line Items] | ||
Basis spread | 3.50% | |
DoorDash Agreement | Letter of Credit | ||
Debt Instrument [Line Items] | ||
Current borrowing capacity | 43,600,000 | |
Letter of credit issued amount | 25,000,000 | |
Amounts drawn against letter of credit | $ 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | |||||
Impairment charge | $ 2,200 | $ 2,300 | |||
Impairment of leasehold | 100 | 100 | $ 100 | ||
Professional fees | $ 900 | ||||
Rent expense | $ 800 | $ 2,500 | |||
Rental income | $ 87 | $ 100 | 261 | $ 300 | |
Operating lease, payments | $ 2,700 |
Leases - Lease Expenses (Detail
Leases - Lease Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease costs | $ 843 | $ 2,513 | ||
Other lease income | (87) | $ (100) | (261) | $ (300) |
Total lease costs | $ 756 | $ 2,252 |
Leases - Maturities (Details)
Leases - Maturities (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
2022 (remaining) | $ 907 |
2023 | 3,444 |
2024 | 2,877 |
2025 | 2,893 |
2026 | 2,960 |
Thereafter | 10,114 |
Total future minimum lease payments | 23,195 |
Less: imputed interest | (4,201) |
Total | $ 18,994 |
Leases - Weighted Average (Deta
Leases - Weighted Average (Details) | Sep. 30, 2022 |
Leases [Abstract] | |
Weighted average remaining lease term (years) | 7 years 4 months 6 days |
Weighted average discount rate | 5.40% |
Leases - Maturities Prior to Ad
Leases - Maturities Prior to Adoption (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Leases [Abstract] | |
2022 | $ 3,559 |
2023 | 3,352 |
2024 | 2,780 |
2025 | 2,885 |
2026 | 2,960 |
Thereafter | 10,113 |
Total | $ 25,649 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Mar. 05, 2021 vote $ / shares shares | Mar. 31, 2021 shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) shares | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) shares | Sep. 07, 2022 USD ($) | Dec. 31, 2021 $ / shares shares | |
Class of Stock [Line Items] | |||||||||
Stock split ratio | 17 | ||||||||
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||||
Preferred stock, par value (in USD per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Issuance of common stock in connection with charitable donation | $ | $ 1,406,000 | $ 7,982,000 | $ 5,125,000 | ||||||
Common Class A | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock authorized (in shares) | 1,700,000,000 | 1,700,000,000 | 1,700,000,000 | 1,700,000,000 | |||||
Number of votes per share of common stock | vote | 1 | ||||||||
Outstanding shares reclassified (in shares) | 105,063,706 | 105,063,706 | 78,550,530 | ||||||
Repurchase of common stock authorised amount | $ | $ 100,000,000 | ||||||||
Approved shares for issuance in connection with charitable donation (in shares) | 1,729,189 | ||||||||
Issuance of common stock in connection with charitable donation (in shares) | 172,918 | 172,918 | 172,918 | 345,836 | |||||
Issuance of common stock in connection with charitable donation | $ | $ 1,400,000 | $ 8,000,000 | $ 1,400,000 | $ 13,100,000 | |||||
Donated shares (in shares) | 518,754 | 518,754 | |||||||
Expected percent of remaining shares to be donated | 10% | 10% | |||||||
Common Class B | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock authorized (in shares) | 185,000,000 | 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 | 58,421,140 | 58,421,140 | 79,149,659 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Reserved for Future Issuance (Details) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 64,413,459 | 60,554,483 |
Shares available for grant under employee stock purchase plan | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 5,145,300 | 3,760,115 |
Outstanding stock options | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 22,597,825 | 18,994,572 |
Restricted stock units | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 4,710,098 | 1,082,980 |
Options issued and outstanding under stock option plan | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 31,960,236 | 36,716,816 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Mar. 18, 2021 | Mar. 13, 2021 | Mar. 05, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Outstanding shares exercised early (in shares) | 56,508 | 56,508 | 120,088 | |||||
Liability recorded for unvested shares exercised early | $ 200 | $ 200 | ||||||
Common shares authorized for issuance (in shares) | 29,445,392 | 29,445,392 | 20,615,612 | |||||
Common stock reserved for future issuance (in shares) | 64,413,459 | 64,413,459 | 60,554,483 | |||||
SARs granted (in shares) | 1,100,118 | |||||||
Stock-based compensation expense | $ 11,919 | $ 7,867 | $ 35,104 | $ 24,264 | ||||
Future stock-based compensation for unvested options granted and outstanding | $ 49,700 | $ 49,700 | ||||||
Share-Based Payment Arrangement, Option | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expiration period | 10 years | |||||||
Percent determining major stockholder | 10% | |||||||
Percentage of fair value of shares at grant date to determine purchase price | 100% | |||||||
Vesting period (in years) | 4 years | |||||||
Common stock reserved for future issuance (in shares) | 22,597,825 | 22,597,825 | 18,994,572 | |||||
Weighted-average recognition period | 2 years 25 days | |||||||
Share-Based Payment Arrangement, Option | 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% | |||||||
Restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
RSUs granted (in shares) | 4,699,191 | |||||||
Fair value of awards vested during the period | $ 5,100 | |||||||
Unrecognized compensation expense | $ 73,600 | $ 73,600 | ||||||
Weighted-average recognition period | 3 years 3 months 3 days | |||||||
Restricted stock units | Board Of Directors | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period (in years) | 3 years | |||||||
Value of awards granted | $ 300 | |||||||
Stock Appreciation Rights (SARs) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
SARs granted (in shares) | 0 | 0 | ||||||
Stock-based compensation expense | $ 2,800 | |||||||
ESPP | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 1,200 | |||||||
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% | |||||||
Common Class B | Stock Appreciation Rights (SARs) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued upon vesting and settlement (in shares) | 1,642,570 | |||||||
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% | |||||||
Common shares authorized for issuance (in shares) | 3,900,000 | |||||||
Annual percent increase of number of shares reserved for issuance | 1% | |||||||
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% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of RSUs (Details) - Restricted stock units | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Shares | |
RSUs unvested at beginning of period (in shares) | shares | 1,082,980 |
RSUs granted (in shares) | shares | 4,699,191 |
RSUs vested (in shares) | shares | (503,371) |
RSUs forfeited and canceled (in shares) | shares | (568,702) |
RSUs unvested at end of period (in shares) | shares | 4,710,098 |
Weighted- Average Grant Date Fair Value | |
Weighted-average grant date fair value of RSUs unvested at beginning of period (in USD per share) | $ / shares | $ 27.70 |
Weighted-average grant date fair value of RSUs granted (in USD per share) | $ / shares | 15.48 |
Weighted-average grant date fair value of RSUs vested (in USD per share) | $ / shares | 20.40 |
Weighted-average grant date fair value of RSUs forfeited and canceled (in USD per share) | $ / shares | 19.80 |
Weighted-average grant date fair value of RSUs unvested at end of period (in USD per share) | $ / shares | $ 17.24 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock Options (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Number of options outstanding | ||
Options outstanding at beginning of period (in shares) | shares | 36,716,816 | |
Awards granted and awarded (in shares) | shares | 1,100,118 | |
Options exercised (in shares) | shares | (4,915,101) | |
Options forfeited (in shares) | shares | (941,597) | |
Options outstanding at end of period (in shares) | shares | 31,960,236 | 36,716,816 |
Options vested and expected to vest (in shares) | shares | 31,960,236 | |
Options exercisable (in shares) | shares | 24,706,582 | |
Weighted- average exercise price | ||
Weighted-average exercise price of options outstanding at beginning of period (in USD per share) | $ / shares | $ 3.55 | |
Weighted-average exercise price of options granted (in USD per share) | $ / shares | 14.72 | |
Weighted-average exercise price of options exercised (in USD per share) | $ / shares | 1.56 | |
Weighted-average exercise price of options forfeited (in USD per share) | $ / shares | 6.77 | |
Weighted-average exercise price of options outstanding at end of period (in USD per share) | $ / shares | 4.15 | $ 3.55 |
Weighted-average exercise price of options vested and expected to vest (in USD per share) | $ / shares | 4.15 | |
Weighted-average exercise price of options exercisable (in USD per share) | $ / shares | $ 2.73 | |
Weighted-average remaining contractual term of options outstanding (in years) | 5 years 9 months 3 days | |
Weighted-average remaining contractual term of options vested and expected to vest (in years) | 5 years 3 months 25 days | |
Weighted-average remaining contractual term of options exercisable (in years) | 4 years 5 months 19 days | |
Aggregate intrinsic value of shares outstanding | $ | $ 144,435 | $ 633,730 |
Aggregate intrinsic value of shares exercisable | $ | $ 134,287 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Additional Stock Option Disclosures (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||||
Weighted-average grant date fair value of options granted (in USD per share) | $ 4.45 | $ 4.87 | $ 10.70 | |
Aggregate intrinsic value of options exercised | $ 18,074 | $ 97,370 | $ 59,212 | $ 169,450 |
Grant date fair value of options vested | $ 6,027 | $ 10,709 | $ 20,604 | $ 29,355 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Black-Scholes Assumptions (Details) - Share-Based Payment Arrangement, Option - $ / shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 years | ||
Volatility | 36% | ||
Risk-free interest rate | 2.87% | ||
Minimum risk-free interest rate | 1.62% | 0.50% | |
Maximum risk-free interest rate | 2.87% | 1.06% | |
Dividend yield | 0% | 0% | 0% |
Fair value of underlying common stock (in USD per share) | $ 11.07 | $ 11.07 | |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 2 months 26 days | 5 years 5 months 23 days | |
Volatility | 32% | 52% | |
Fair value of underlying common stock (in USD per share) | 11.07 | $ 11.07 | $ 16.78 |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 years | 6 years 25 days | |
Volatility | 36% | 65% | |
Fair value of underlying common stock (in USD per share) | $ 15.75 | $ 15.75 | $ 30.02 |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 11,919 | $ 7,867 | $ 35,104 | $ 24,264 |
Cost of Sales | Platform | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 1,367 | 762 | 4,269 | 1,942 |
Cost of Sales | Professional services and other | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 167 | 116 | 565 | 362 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 3,571 | 2,570 | 10,382 | 8,522 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 5,442 | 3,907 | 15,567 | 12,002 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 1,372 | $ 512 | $ 4,321 | $ 1,436 |
Warrants (Details)
Warrants (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Mar. 18, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Warrant or Right [Line Items] | ||||||
Shares exercised (in shares) | 1,681,848 | |||||
Change in fair value of warrants | $ 0 | $ 0 | $ 0 | $ 18,930 | ||
Redeemable Convertible Preferred Stock | ||||||
Class of Warrant or Right [Line Items] | ||||||
Shares exercised (in shares) | 1,682,847 | |||||
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] | ||||||
Change in fair value of warrants | $ 18,900 |
Income Taxes (Details)
Income Taxes (Details) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 2.61% | (0.27%) |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to Common Stockholders - Schedule of EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||||||
Net loss | $ (14,560) | $ (11,673) | $ (11,509) | $ (11,308) | $ (2,437) | $ (26,457) | $ (37,742) | $ (40,202) |
Less: accretion of redeemable convertible preferred stock to redemption value | 0 | 0 | 0 | (14) | ||||
Net loss attributable to Class A and Class B common stockholders | (14,560) | (11,308) | (37,742) | (40,216) | ||||
Net loss attributable to Class A and Class B common stockholders - diluted | $ (14,560) | $ (11,308) | $ (37,742) | $ (40,216) | ||||
Denominator: | ||||||||
Weighted-average Class A and Class B common shares outstanding - basic (in shares) | 162,364,654 | 148,452,987 | 160,667,412 | 113,451,378 | ||||
Weighted-average Class A and Class B common shares outstanding - diluted (in shares) | 162,364,654 | 148,452,987 | 160,667,412 | 113,451,378 | ||||
Net loss per share attributable to Class A and Class B common stockholders - basic (in shares) | $ (0.09) | $ (0.08) | $ (0.23) | $ (0.35) | ||||
Net loss per share attributable to Class A and Class B common stockholders - diluted (in shares) | $ (0.09) | $ (0.08) | $ (0.23) | $ (0.35) |
Net Loss per Share Attributab_4
Net Loss per Share Attributable to Common Stockholders - Antidilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of net loss per share (in shares) | 36,795,462 | 40,115,219 | 36,795,462 | 40,115,219 |
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) | 31,960,236 | 39,815,982 | 31,960,236 | 39,815,982 |
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) | 4,710,098 | 155,422 | 4,710,098 | 155,422 |
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) | 125,128 | 143,815 | 125,128 | 143,815 |