Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 21, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 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 | 99 Hudson Street | ||
Entity Address, Address Line Two | 10th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10013 | ||
City Area Code | 212 | ||
Local Phone Number | 260-0895 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.001 per share | ||
Trading Symbol | OLO | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Public float | $ 944 | ||
Entity Central Index Key | 0001431695 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for its 2023 Annual Meeting of Stockholders, or Proxy Statement, to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference in Part III. Except with respect to information specifically incorporated by reference in this Annual Report, the Proxy Statement shall not be deemed to be filed as part hereof. | ||
ICFR Auditor Attestation Flag | true | ||
Common Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 103,808,544 | ||
Common Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 57,535,360 |
Audit Information
Audit Information | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Audit Information [Abstract] | ||
Auditor Name | Deloitte & Touche LLP | Ernst & Young LLP |
Auditor Location | New York, New York | New York, NY |
Auditor Firm ID | 34 | 42 |
Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Cover [Abstract] | |
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for its 2023 Annual Meeting of Stockholders, or Proxy Statement, to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference in Part III. Except with respect to information specifically incorporated by reference in this Annual Report, the Proxy Statement shall not be deemed to be filed as part hereof. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 350,073 | $ 514,445 |
Short-term investments | 98,699 | 0 |
Accounts receivable, net | 48,128 | 42,319 |
Contract assets | 336 | 568 |
Deferred contract costs | 2,851 | 2,567 |
Prepaid expenses and other current assets | 11,687 | 5,718 |
Total current assets | 511,774 | 565,617 |
Property and equipment, net | 11,700 | 3,304 |
Intangible assets, net | 21,698 | 19,635 |
Goodwill | 207,781 | 162,956 |
Contract assets, noncurrent | 241 | 387 |
Deferred contract costs, noncurrent | 4,171 | 3,616 |
Operating lease, right-of-use asset | 15,581 | 0 |
Long-term investments | 2,430 | 0 |
Other assets, noncurrent | 186 | 361 |
Total assets | 775,562 | 755,876 |
Current liabilities: | ||
Accounts payable | 2,259 | 2,184 |
Accrued expenses and other current liabilities | 52,411 | 45,395 |
Unearned revenue | 2,527 | 1,190 |
Operating lease liabilities, current | 3,220 | 0 |
Total current liabilities | 60,417 | 48,769 |
Unearned revenue, noncurrent | 661 | 3,014 |
Operating lease liabilities, noncurrent | 16,827 | 0 |
Other liabilities, noncurrent | 41 | 2,343 |
Total liabilities | 77,946 | 54,126 |
Commitments and contingencies (Note 16) | ||
Stockholders’ equity: | ||
Class A common stock, $0.001 par value; 1,700,000,000 shares authorized as of December 31, 2022 and 2021; 105,053,030 and 78,550,530 shares issued and outstanding as of December 31, 2022 and 2021, respectively. Class B common stock, $0.001 par value; 185,000,000 shares authorized as of December 31, 2022 and 2021, respectively; 57,391,687 and 79,149,659 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 162 | 158 |
Preferred stock, $0.001 par value; 20,000,000 shares authorized as of December 31, 2022 and 2021, respectively | 0 | 0 |
Additional paid-in capital | 855,249 | 813,166 |
Accumulated deficit | (157,542) | (111,574) |
Accumulated other comprehensive loss | (253) | 0 |
Total stockholders’ equity | 697,616 | 701,750 |
Total liabilities and stockholders’ equity | $ 775,562 | $ 755,876 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
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) | 105,053,030 | 78,550,530 |
Common stock, shares outstanding (in shares) | 105,053,030 | 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) | 57,391,687 | 79,149,659 |
Common stock, shares outstanding (in shares) | 57,391,687 | 79,149,659 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | $ 185,404 | $ 149,368 | $ 98,424 |
Cost of revenue: | 57,511 | 30,830 | 18,668 |
Gross Profit | 127,893 | 118,538 | 79,756 |
Operating expenses: | |||
Research and development | 72,927 | 58,918 | 32,907 |
General and administrative | 73,034 | 69,625 | 22,209 |
Sales and marketing | 33,596 | 17,971 | 8,545 |
Total operating expenses | 179,557 | 146,514 | 63,661 |
(Loss) income from operations | (51,664) | (27,976) | 16,095 |
Other income (expenses), net: | |||
Interest income | 4,592 | 0 | 0 |
Interest expense | (185) | 0 | (157) |
Other income, net | 7 | 77 | 28 |
Change in fair value of warrant liability | 0 | (18,930) | (12,714) |
Total other income (expenses), net | 4,414 | (18,853) | (12,843) |
(Loss) income before taxes | (47,250) | (46,829) | 3,252 |
(Benefit) provision for income taxes | (1,282) | (4,556) | 189 |
Net (loss) income | (45,968) | (42,273) | 3,063 |
Accretion of redeemable convertible preferred stock to redemption value | 0 | (14) | (70) |
Undeclared 8% dividend on participating securities | 0 | 0 | (2,993) |
Net income (loss) available to Class A and Class B common stockholders, basic | $ (45,968) | $ (42,287) | $ 0 |
Net loss per share attributable to Class A and Class B common stockholders: | |||
Basic (in USD per share) | $ (0.28) | $ (0.34) | $ 0 |
Diluted (in USD per share) | $ (0.28) | $ (0.34) | $ 0 |
Weighted-average Class A and Class B common shares outstanding: | |||
Basic (in shares) | 161,303,397 | 123,822,838 | 20,082,338 |
Diluted (in shares) | 161,303,397 | 123,822,838 | 20,082,338 |
Platform | |||
Revenue: | $ 181,293 | $ 144,446 | $ 92,764 |
Cost of revenue: | 51,796 | 25,572 | 14,334 |
Professional services and other | |||
Revenue: | 4,111 | 4,922 | 5,660 |
Cost of revenue: | $ 5,715 | $ 5,258 | $ 4,334 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Temporary equity dividend rate (as a percent) | 8% | 8% | 8% |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net (loss) income | $ (45,968) | $ (42,273) | $ 3,063 |
Other comprehensive loss: | |||
Unrealized loss on investments | (253) | 0 | 0 |
Total other comprehensive loss | (253) | 0 | 0 |
Comprehensive (loss) income | $ (46,221) | $ (42,273) | $ 3,063 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Class A and Class B Common Stock | Additional Paid In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2019 | 49,371,876 | ||||
Beginning balance at Dec. 31, 2019 | $ 61,901 | ||||
Redeemable Convertible Preferred Stock | |||||
Issuance of redeemable convertible preferred stock (in shares) | 9,590,873 | ||||
Issuance of redeemable convertible preferred stock | $ 49,766 | ||||
Accretion of redeemable convertible preferred stock to redemption value | $ 70 | ||||
Ending balance (in shares) at Dec. 31, 2020 | 58,962,749 | ||||
Ending balance at Dec. 31, 2020 | $ 111,737 | ||||
Beginning balance (in shares) at Dec. 31, 2019 | 18,451,120 | ||||
Beginning balance at Dec. 31, 2019 | (61,568) | $ 18 | $ 10,778 | $ (72,364) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock on exercise of stock options (in shares) | 4,151,519 | ||||
Issuance of common stock on exercise of stock options | 2,097 | $ 4 | 2,093 | ||
Repurchase of common stock for withholding tax purposes (in shares) | (282,353) | ||||
Repurchase of common stock for withholding tax purposes | (1,421) | (1,421) | |||
Accretion of redeemable convertible preferred stock to redemption value | (70) | (70) | |||
Stock-based compensation | 5,418 | 5,418 | |||
Other comprehensive loss | 0 | ||||
Net (loss) income | 3,063 | 3,063 | |||
Ending balance (in shares) at Dec. 31, 2020 | 22,320,286 | ||||
Ending balance at Dec. 31, 2020 | (52,481) | $ 22 | 16,798 | (69,301) | 0 |
Redeemable Convertible Preferred Stock | |||||
Accretion of redeemable convertible preferred stock to redemption value | $ 14 | ||||
Issuance of redeemable convertible preferred stock on exercise of warrants (in shares) | 1,681,848 | ||||
Issuance of redeemable convertible 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) | ||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | ||||
Ending balance at Dec. 31, 2021 | $ 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Initial public offering, 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 | ||
Reversal of deferred offering costs | 1,145 | 1,145 | |||
Issuance of common stock on exercise of stock options (in shares) | 8,892,240 | ||||
Issuance of common stock on exercise of stock options | 15,237 | $ 9 | 15,228 | ||
Accretion of redeemable convertible preferred stock to redemption value | (14) | (14) | |||
Issuance of redeemable convertible 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) | 345,836 | ||||
Issuance of common stock in connection with charitable donation | 13,107 | 13,107 | |||
Stock issued during period, shares, employee stock purchase plan (in shares) | 139,885 | ||||
Issuance of common stock under the Employee Stock Purchase Plan | 2,831 | 2,831 | |||
Issuance of common stock as consideration for acquisition (in shares) | 3,460,168 | ||||
Issuance of common stock as consideration for acquisition | 96,644 | $ 4 | 96,640 | ||
Fair value of substituted stock options granted in connection with acquisition | 5,943 | 5,943 | |||
Vesting of restricted stock units (in shares) | 2,424 | ||||
Stock-based compensation | 30,129 | 30,129 | |||
Other comprehensive loss | 0 | ||||
Net (loss) income | (42,273) | (42,273) | |||
Ending balance (in shares) at Dec. 31, 2021 | 157,700,189 | ||||
Ending balance at Dec. 31, 2021 | $ 701,750 | $ 158 | 813,166 | (111,574) | 0 |
Ending balance (in shares) at Dec. 31, 2022 | 0 | ||||
Ending balance at Dec. 31, 2022 | $ 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock on exercise of stock options (in shares) | 6,076,639 | 6,076,639 | |||
Issuance of common stock on exercise of stock options | $ 9,802 | $ 6 | 9,796 | ||
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 | |||
Stock issued during period, shares, employee stock purchase plan (in shares) | 349,623 | ||||
Issuance of common stock under the Employee Stock Purchase Plan | 2,692 | 2,692 | |||
Vesting of restricted stock units (in shares) | 832,940 | ||||
Vesting of restricted stock units | 0 | $ 1 | (1) | ||
Repurchase of common stock (in shares) | 2,687,592 | ||||
Repurchase of common stock | 20,054 | $ 3 | 20,051 | ||
Stock-based compensation | 48,241 | 48,241 | |||
Other comprehensive loss | (253) | (253) | |||
Net (loss) income | (45,968) | (45,968) | |||
Ending balance (in shares) at Dec. 31, 2022 | 162,444,717 | ||||
Ending balance at Dec. 31, 2022 | $ 697,616 | $ 162 | $ 855,249 | $ (157,542) | $ (253) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities | |||
Net (loss) income | $ (45,968) | $ (42,273) | $ 3,063 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | 6,020 | 1,615 | 673 |
Stock-based compensation | 46,024 | 32,727 | 5,380 |
Charitable donation of Class A common stock | 1,406 | 13,107 | 0 |
Provision for expected credit losses | 283 | 364 | 614 |
Change in fair value of warrants | 0 | 18,930 | 12,714 |
Non-cash lease expense | 2,388 | 0 | 0 |
Deferred income tax benefit | (1,519) | (4,896) | 0 |
Non-cash impairment charges | 2,806 | 0 | 0 |
Other non-cash operating activities, net | (1,135) | 0 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (5,642) | 3,734 | (31,526) |
Contract assets | 377 | (96) | (130) |
Prepaid expenses and other current assets | (5,191) | (2,837) | (158) |
Deferred contract costs | (839) | (1,007) | (2,023) |
Accounts payable | (130) | (6,820) | 2,701 |
Accrued expenses and other current liabilities | 7,308 | 1,603 | 29,294 |
Operating lease liabilities | (2,535) | 0 | 0 |
Unearned revenue | (1,243) | 2,259 | (446) |
Other liabilities, noncurrent | (66) | (157) | 612 |
Net cash provided by operating activities | 2,344 | 16,253 | 20,768 |
Investing activities | |||
Purchases of property and equipment | (517) | (393) | (399) |
Capitalized internal-use software | (8,480) | (1,452) | (874) |
Acquisitions, net of cash acquired | (49,241) | (75,227) | 0 |
Purchases of investments | (151,723) | 0 | 0 |
Sales and maturities of investments | 51,478 | 0 | 0 |
Net cash used in investing activities | (158,483) | (77,072) | (1,273) |
Financing activities | |||
Proceeds from issuance of Class A common stock upon initial public offering, net of underwriting discounts | 0 | 485,541 | 0 |
Cash received for employee payroll tax withholdings | 9,094 | 46,956 | 0 |
Cash paid for employee payroll tax withholdings | (9,094) | (46,956) | 0 |
Surrender of common stock for withholding tax purposes | 0 | 0 | (1,387) |
Proceeds from line of credit | 0 | 0 | 15,000 |
Repayment of line of credit | 0 | 0 | (18,500) |
Proceeds from exercise of warrants | 0 | 392 | 0 |
Payment of deferred finance costs | 0 | (136) | 0 |
Payment of deferred offering costs | (423) | (4,124) | (2,154) |
Proceeds from exercise of stock options and purchases under the employee stock purchase plan | 12,244 | 17,835 | 2,601 |
Repurchase of common stock | (20,054) | 0 | 0 |
Proceeds from issuance of preferred stock | 0 | 0 | 50,000 |
Costs incurred from issuance of preferred stock | 0 | 0 | (234) |
Net cash (used in) provided by financing activities | (8,233) | 499,508 | 45,326 |
Net (decrease) increase in cash and cash equivalents | (164,372) | 438,689 | 64,821 |
Cash and cash equivalents, beginning of year | 514,445 | 75,756 | 10,935 |
Cash and cash equivalents, end of year | 350,073 | 514,445 | 75,756 |
Supplemental disclosure of cash flow information | |||
Cash paid for income taxes, net | 292 | 393 | 42 |
Cash paid for interest | 0 | 0 | 157 |
Cash received for early exercise of stock options | 0 | 0 | 561 |
Supplemental disclosure of non-cash investing and financing activities | |||
Right-of-use assets obtained in exchange for new operating lease liabilities | 20,168 | 0 | 0 |
Capitalization of stock-based compensation for internal-use software | 2,208 | 288 | 38 |
Vesting of early exercised stock options | 232 | 232 | 368 |
Employee receivables for options exercised | 18 | 0 | 23 |
Purchase of property and equipment | 7 | 30 | 72 |
Common stock issued in connection with acquisition | 0 | 96,644 | 0 |
Fair value of substituted stock options granted in connection with acquisition | 0 | 5,943 | 0 |
Accrued offering costs | 0 | 345 | 348 |
Accretion of redeemable convertible preferred stock to redemption value | $ 0 | $ 14 | $ 70 |
Business
Business | 12 Months Ended |
Dec. 31, 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 guest relationships. We provide restaurants with a business-to-business-to-guest, 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. Initial Public Offering On March 19, 2021, we completed our IPO in which we issued and sold 20,700,000 shares of our Class A common stock at the public offering price of $25.00 per share. We received net proceeds of approximately $485.5 million after deducting underwriting discounts and commissions. Upon completion of the IPO, $6.6 million of deferred offering costs, which consisted primarily of accounting, legal and other fees related to our IPO, were reclassified into stockholders’ deficit as a reduction of the IPO proceeds. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The consolidated financial statements include the accounts of Olo Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we were an emerging growth company (“EGC”) and had elected to use the extended transition period for complying with new or revised accounting standards under the JOBS Act. Effective December 31, 2022, we lost our EGC status upon becoming a large accelerated filer. Reclassifications Certain prior year amounts have been reclassified to conform with current year presentations as follows:. • Deferred rent was previously presented as a separate line item on the consolidated balance sheet and statements of cash flows as of December 31, 2021, but was reclassified to be presented within other liabilities, noncurrent, as a result of our adoption of Accounting Standards Codification (“ASC”) 842. • Stock-based compensation in connection with vesting of stock appreciation rights was previously presented as a separate line item on the statement of cash flows as of December 31, 2021, but was reclassified to be presented within stock-based compensation. These reclassifications had no impact on the consolidated statements of operations for the year ended December 31, 2021. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. We regularly assess these estimates, including but not limited to, 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. Segment Information An operating segment is defined as a component of an enterprise for which discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”). We define the CODM as the Chief Executive Officer, as his role is to make decisions about allocating resources and assessing performance. Our business operates in one operating segment, which we have also determined to be one reporting unit for goodwill impairment testing, as all of our offerings operate on a single platform and are deployed in an identical way, with our CODM evaluating our financial information, resources and performance of these resources on a combined basis. Since we operate in one operating segment, all required financial segment information can be found in the financial statements. As of December 31, 2022 and December 31, 2021, we did not have assets located outside of the United States and international revenue recognized during the years ended December 31, 2022, 2021, and 2020 was not material. Concentrations of Business and Credit Risk We are exposed to concentrations of credit risk primarily through our cash, cash equivalents, 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. For the years ended December 31, 2022, 2021, and 2020, one customer accounted for 12%, 18%, and 21% of our revenue, respectively. Cash and Cash Equivalents Cash and cash equivalents are stated at fair value. We consider all short-term, highly liquid investments, with an original maturity of three months or less, to be cash equivalents. 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 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 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 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 December 31, 2022 and 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 for expected credit losses annually and updated periodically as necessary or upon certain triggering events, based on the financial condition of customers, which includes the delinquency level, historical write-off experience, customer type, and other assumptions such as the current economic environment. The following summarizes our allowance for credit losses activity (in thousands): Year Ended 2022 2021 2020 Beginning balance $ 657 $ 631 $ 160 Provision for expected credit losses 283 364 614 Writeoffs (328) (338) (143) Ending balance $ 612 $ 657 $ 631 Deferred Contract Costs We capitalize the incremental costs of obtaining a revenue contract, including sales commissions for new and renewal revenue contracts, certain related incentives, and associated payroll tax and fringe benefit costs. Capitalized amounts are recoverable through future revenue streams under customer contracts. We allocate costs capitalized for contracts to the related performance obligations and amortize these costs on a straight-line basis over the expected period of benefit of those performance obligations. We determined that commissions paid on renewals are commensurate with commissions paid on initial contracts. Accordingly, we amortize commissions on initial contracts over the contract period which is generally three years. We also amortize commissions on renewal contracts over the renewal contract period, which are generally between one We periodically evaluate whether there have been any changes in our business, market conditions, or other events which would indicate that the amortization period should be changed, or if there are potential indicators of impairment. For the years ended December 31, 2022, 2021, and 2020, we have not identified any potential indicators of material impairment. Property and Equipment, Net Property and equipment, net is recorded at cost, and presented net of accumulated depreciation. Cost and the related accumulated depreciation are deducted from the accounts upon retirement. Significant additions or improvements extending the useful life of an asset are capitalized, while repairs and maintenance costs are expensed as incurred. Leasehold improvements are amortized on a straight-line basis over the shorter of the term of the lease, or the useful life of the assets. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, we first compare undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. We recorded a non-cash impairment charge of $0.1 million for the year ended December 31, 2022 in connection with the sublease of our corporate headquarters, as we determined a group of assets in the leased space was no longer recoverable. See “Note 5—Property and Equipment” for additional information on the asset impairment. No impairment was required on long-lived assets for the years ended December 31, 2021 and 2020. Capitalized Internal-Use Software We capitalize certain qualified costs incurred in connection with the development of internal-use software. We evaluate the costs incurred during the application development stage of internal use software to determine whether the costs meet the criteria for capitalization. Costs related to preliminary project activities and post implementation activities are expensed as incurred. See “Note 5—Property and Equipment” for additional information on our capitalized internal-use software. Business Combinations We account for acquisitions using the acquisition method of accounting and determine whether a transaction constitutes a business and is treated as a business combination or if the transaction does not constitute a business and is treated as an asset acquisition. The acquisition method of accounting requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of acquisition. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including estimates of future revenue and adjusted earnings before interest and taxes and discount rates. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ materially from estimates. Our estimates associated with the accounting for business combinations may change as additional information becomes available regarding the assets acquired and liabilities assumed. Any change in facts and circumstances that existed as of the acquisition date and impacts our estimates is recorded to goodwill if identified within the measurement period. Subsequent to the measurement period or our final determination of fair value of assets and liabilities, whichever is earlier, the adjustments will affect our earnings. Transaction related expenses incurred in a business combination are not included as a component of consideration transferred, but are accounted for as an expense in the period in which the costs are incurred. Goodwill and Intangible Assets Goodwill represents the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interest, if any, over the fair value of identifiable assets acquired and liabilities assumed in a business combination. We have no intangible assets, other than goodwill, with indefinite useful lives. Intangible assets other than goodwill are comprised of acquired developed technology, customer relationships, and 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 assess the impairment of intangible assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. 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 conducting our annual impairment test, we review qualitative factors (including macroeconomic conditions, industry and market considerations, cost factors, and overall financial performance) to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. This step is referred to as the “Step Zero” assessment. If factors indicate that it is more likely than not (a likelihood of more than 50%) that the fair value of the reporting unit is less than its carrying amount, we proceed to a quantitative (“Step One”) assessment to determine the existence and amount of any goodwill impairment. In performing a Step One assessment, the fair value of the reporting unit is determined by using a discounted cash flow method where we analyze 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 evaluated goodwill using a Step Zero analysis as of October 1, 2022, and determined that goodwill was not impaired. There were no impairment charges recognized related to goodwill or intangible assets during the years ended December 31, 2022 and 2021. Leases Prior to the adoption of 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. Income Taxes Deferred income taxes are recorded for the expected tax consequences of temporary differences between the tax basis of assets and liabilities for financial reporting purposes and amounts recognized for income tax purposes. We periodically review the recoverability of deferred tax assets recorded on the balance sheet and provide valuation allowances as deemed necessary to reduce such deferred tax assets to the amount that will, more likely than not, be realized. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, we consider all available evidence for each jurisdiction including past operating results, estimates of future taxable income and the feasibility of ongoing tax planning strategies. In the event we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to income tax expense in the period in which such determination is made. The amount of deferred tax provided is calculated using tax rates enacted at the balance sheet date. The impact of tax law changes is recognized in periods when the change is enacted. A two-step approach is applied in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Our policy is to recognize interest and penalty expenses associated with uncertain tax positions as a component of income tax expense. We are required to file tax returns in the U.S. federal jurisdiction and various states. Revenue Recognition We derive our revenue primarily from platform fees to access our software platform and professional services. Revenue is recognized when control of these services transfers to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those services. We apply the principles in the standard using the following steps: • Identify the contract(s) with a customer • Identify the performance obligations in the contract • Determine the transaction price • Allocate the transaction price to the performance obligations in the contract • Recognize revenue when (or as) we satisfy a performance obligation Sales taxes collected from customers and remitted to various governmental authorities are excluded from the measurement of the transaction price and presented on a net basis in our consolidated statements of operations. Any balance collected and not paid is reflected as a liability on the balance sheets. Platform Revenue Platform revenue primarily consists of fees that provide customers access to one or more of our modules and standard customer support. Our contracts typically have initial terms of three years or longer, with continuous one-to-two-year platform. As a result, the fixed monthly fees and monthly overages are included in the transaction price and recognized as revenue in the period in which the fees are generated. Our Dispatch module enables our restaurant customers to offer, manage, and expand delivery to their customers. Our customers for the Dispatch module are both the restaurants and delivery service providers (“DSPs”). The Dispatch module connects restaurants with DSPs to facilitate the ordering and delivery of orders to the restaurants’ customers. We typically collect a per transaction fee from both the restaurant and the DSP. Revenue is recognized when we have arranged for a DSP to deliver the order to the end guest. Our Rails module allows our customers to control and manage menu availability and pricing and location information while directly integrating orders from third-party channels. Our performance obligation is a stand-ready obligation to provide access to the Rails module that is satisfied over the contract term. We typically receive a fee from the third-party channel for each transaction processed. No minimum monthly amounts or overage fees are charged to the third-party channel in these arrangements. For contracts with variable rates, we estimate this variable consideration using the expected value method based upon our estimates of the number of orders expected to be processed under the contract. Although we do not directly charge our Ordering customers for these transactions, the transactions count toward the specified quantity and overages activity used in determining our Ordering customers’ monthly Ordering revenue. Our Olo Pay module provides a fully-integrated, frictionless payment platform, enabling restaurants to grow and protect their digital business through an improved customer payment experience, offering advanced fraud prevention designed to improve authorization rates for valid transactions, and increase basket conversion. We typically collect a per transaction fee from the restaurant for orders processed using our Olo Pay module. Revenue is recognized at the time of the transaction. Our Network module allows brands to take orders from non-aggregator digital channels (e.g., Google Food Ordering, which enables restaurants to fulfill orders directly through Google Search results and Google Maps pages). We typically collect a fee from the restaurant for each transaction, which is recognized at the time of the transaction. Subsequent to the Wisely Acquisition, we also generate revenue from our Engage solutions. Our Engage solutions include our GDP, Marketing, Sentiment, and Host modules. These solutions enable our customers to collect, analyze, and act on guest data to deepen guest relationships, boost revenue, and increase guest lifetime value (“LTV”), and to streamline queued orders from multiple sales channels, optimize seat utilization in the dining room, and increase flow-through of reservation and waitlist parties. These modules are stand-ready obligations to provide access to the platform that is satisfied over the contract term, which typically begins with a minimum one-year term. Our contracts for the Engage solutions generally provide for monthly fixed fees and we generally bill customers on a monthly basis, in arrears. As a result, the monthly fixed fees are recognized as revenue in the period in which the fees are generated. Professional Services and Other Revenue Professional services and other revenue primarily consists of fees for platform implementation services. The implementation fees in our contracts are generally variable, consisting of either a fixed fee or a fixed monthly fee over the duration of the implementation project. For contracts with fixed monthly fees, we estimate this variable consideration using the expected value method whereby, at contract inception, we estimate how many months it will take to implement the platform into the customer environment, including time to onboard restaurant franchise locations. This estimate is multiplied by the fixed monthly professional services fee to determine the transaction price, which is recognized over time as the services are performed. The transaction price may be subject to constraint and is included only to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur in a future period. For arrangements where we charge monthly fees, any additional months required for implementation are billed at the same fixed monthly fee. Our customers benefit from our services as they are provided, and we use a cost-to-cost measure of progress to recognize revenue from our implementation services. In certain contracts, we engage third parties to assist in providing professional services to our customers. We determined we are the principal in transferring these services to the customer and recognize revenue on a gross basis. We control the services being provided to our customer and are responsible for ensuring that the services are performed and are acceptable to our customer. That is, we are responsible for fulfillment of the promise in the contract with our customer, and we also have discretion in setting the price with our customer. Contracts with Multiple Performance Obligations Our contracts with customers may contain multiple performance obligations. We identify performance obligations in a contract with a customer based on the goods and services that will be transferred to the customer that are capable of being distinct and that are separately identifiable from other promises in the contract. If not considered distinct, the promised goods or services are combined with other goods or services and accounted for as a combined performance obligation. Identifying distinct performance obligations in a contract requires judgment. Our performance obligations primarily include access to our platform and its different modules and implementation services associated with the platform. We have determined that the variable consideration allocation exception is generally applicable to our contracts, as the pricing for each service is generally commensurate with the value delivered to the customer for the provision of that service. If we determine for specific contracts that the allocation objective is not met, we analyze these contracts to determine whether a relative standalone selling price allocation should be performed. Implementation services that require us to perform significant customization and modification of our platform to interface with the customer’s environment are not distinct from the platform. Since our Ordering customers can renew their agreements without paying for implementation again upon renewal, we consider the discounted fees at renewal to provide a material right to the customer. That is, because the customer can renew the implemented service at a discount from the original transaction price, we considered the discount to be a material right since it provides the customer a significant discount to future services. Our obligation to provide future services at a discount is accounted for as a separate performance obligation. Accordingly, we recognize the fair value of the material right over the expected customer life, which commences when the implementation services are complete and the customer obtains access to the platform. All other implementation services are generally distinct and accounted for as separate performance obligations. For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. We determine standalone selling price based on the price at which the distinct good or service is sold separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price taking into account available information such as market conditions, internally approved pricing, and cost-plus expected margin guidelines related to the performance obligations. Contract Balances The timing of revenue recognition may differ from the timing of invoicing to customers. We record a receivable when revenue is recognized upon invoicing and payment will become due solely due to the passage of time. We record a contract asset when revenue is recognized prior to invoicing or payment is contingent upon transfer of control of another separate performance obligation. We record unearned revenue when revenue is recognized subsequent to cash collection. Unearned revenue that will be recognized during the succeeding 12-month period is recorded as current, and the remaining unearned revenue is recorded as non-current. Contract assets that will be billed to the customer during the succeeding 12-month period are recorded as current and the remaining contract assets are recorded as non-current. Payment terms and conditions vary by contract type, although terms generally include a requirement for payment to be made within 30 days. We elected the practical expedient to not assess whether a significant financing component exists if the period between when we transfer a promised good or service to a customer and when the customer pays for that good or service is one year or less. Cost of Revenue Platform Platform cost of revenue primarily consists of costs directly related to our platform services, including expenses for customer support and infrastructure personnel, including salaries, taxes, benefits, bonuses, and stock-based compensation, which we refer to as personnel costs, third-party software licenses, hosting, amortization of internal-use software, amortization of developed technology and data center related costs and allocated overhead costs associated with delivering these services. Professional services and other Professional services and other cost of revenue consists primarily of the personnel costs of our deployment team associated with delivering these services and overhead allocations. Research and Development Costs Research and development expenses are expensed as incurred and primarily consist of engineering and product development personnel costs and allocated overhead costs. Research and development costs exclude capitalized software development costs, as they are capitalized as a component of property and equipment, net and amortized to platform cost of revenue over the term of their useful life. Sales and Marketing Sales and marketing expenses primarily consist of sales, marketing and other personnel costs, commissions, amortization of customer relationships, general marketing and promotional activities, and allocated overhead costs. Sales commissions earned by our sales force are deferred and amorti |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The following table disaggregates revenue by type (in thousands): Year Ended December 31, 2022 Platform Professional Total Timing of revenue recognition Transferred over time $ 92,304 $ 4,111 $ 96,415 Transferred at a point in time 88,989 — 88,989 Total revenue $ 181,293 $ 4,111 $ 185,404 Year Ended December 31, 2021 Platform Professional Total Timing of revenue recognition Transferred over time $ 67,065 $ 4,922 $ 71,987 Transferred at a point in time 77,381 — 77,381 Total revenue $ 144,446 $ 4,922 $ 149,368 Year Ended December 31, 2020 Platform Professional Total Timing of revenue recognition Transferred over time $ 44,754 $ 5,660 $ 50,414 Transferred at a point in time 48,010 — 48,010 Total revenue $ 92,764 $ 5,660 $ 98,424 Contract Balances Contract Assets As described in “Note 2–Significant Accounting Policies,” professional services revenue is generally recognized ratably over the implementation period, beginning on the commencement date of each contract. Platform revenue is recognized as the services are delivered. Under ASC Topic 606, 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 $0.6 million and $1.0 million as of December 31, 2022 and 2021, respectively. Unearned Revenue Unearned revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services and is recognized as revenue when transfer of control to customers has occurred. During the year ended December 31, 2022, we recognized $1.6 million of revenue related to contracts that were included in unearned revenue at December 31, 2021. During the year ended December 31, 2021, we recognized $0.5 million of revenue related to contracts that were included in unearned revenue at December 31, 2020. As of December 31, 2022, our remaining performance obligations were approximately $39.1 million, approximately 47% of which we expect to recognize as revenue over the next 12 months, and substantially all of the remaining revenue will be recognized thereafter over the next 24 to 48 months. These amounts only include contracts subject to a guaranteed fixed amount or the guaranteed minimum under variable contracts. Unrecognized revenue under contracts disclosed above do not include (1) contracts with an original expected term of one year or less; (2) contracts for which variable consideration is determined based on the customer’s subsequent sale or usage; or (3) agreements for which our right to invoice corresponds with the value provided to the customer. Deferred Contract Costs The following table summarizes the activity of current and non-current deferred contract costs (in thousands): Year Ended 2022 2021 Balance at beginning of period $ 6,183 $ 5,176 Capitalization of deferred contract costs 4,485 3,790 Amortization of deferred contract costs (3,646) (2,783) Balance at end of period $ 7,022 $ 6,183 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 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 December 31, 2022 and 2021 (in thousands): As of December 31, 2022 Cost Net Unrealized Losses Fair Value Cash and cash equivalents Short-term investments Long-term investments Cash $ 200,808 $ — $ 200,808 $ 200,808 $ — $ — Level 1: Money market funds 142,168 — 142,168 142,168 — — Commercial paper 21,920 (39) 21,881 — 21,881 — Subtotal 164,088 (39) 164,049 142,168 21,881 — Level 2: Certificates of deposit 35,081 (97) 34,984 6,351 28,633 — U.S. Government and agency securities 30,408 (42) 30,366 — 29,431 935 Corporate bonds 21,070 (75) 20,995 746 18,754 1,495 Subtotal 86,559 (214) 86,345 7,097 76,818 2,430 Level 3: — — — — — — Total $ 451,455 $ (253) $ 451,202 $ 350,073 $ 98,699 $ 2,430 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 year ended December 31, 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 year ended December 31, 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 | 12 Months Ended |
Dec. 31, 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 December 31, 2022 As of December 31, 2021 Computer and office equipment 3 - 5 $ 1,864 $ 1,800 Capitalized internal-use software 3 13,668 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 16,028 5,952 Less: accumulated depreciation and amortization (4,328) (2,648) Total property and equipment, net $ 11,700 $ 3,304 Depreciation and amortization expense was approximately $2.2 million, $1.1 million, and $0.7 million for the years ended December 31, 2022, 2021, and 2020, respectively. We recorded a non-cash impairment charge of $0.1 million for the year ended December 31, 2022 in connection with the sublease of our corporate headquarters, as we determined a group of assets in the leased space was no longer recoverable. This amount was recorded in general and administrative expenses within the consolidated statement of operations. See “Note 11—Leases” for additional information on the new sublease agreement. Capitalized Internal-Use Software As of December 31, 2022 and 2021 capitalized costs related to internal-use software of $13.7 million and $3.4 million, respectively, were included within property and equipment, net on the balance sheet, and such amounts are amortized on a straight-line basis over the estimated useful life of the software within platform cost of revenue. Amortization expense recorded for the years ended December 31, 2022, 2021, and 2020 was $1.7 million, $0.6 million, and $0.3 million, respectively. Associated with the capitalized balances as of December 31, 2022, we expect our annual amortization expense for internal-use software to be $2.5 million in 2023, $2.3 million in 2024, and $1.1 million in 2025. We recorded a non-cash impairment charge of $0.5 million for the year ended December 31, 2022 related to a portion of our internal-use software that was abandoned. This amount was recorded in research and development expenses within the consolidated statement of operations. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition | 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 consolidated statement of operations since the acquisition date. Actual results of operations from the date of acquisition through December 31, 2022 and supplemental pro forma revenue and results of operations have not been presented because the effects were not material to the consolidated financial statements. Purchase Price Allocation The acquisition 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 (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 44,919 Accounts payable (198) Operating lease liability, current (81) Accrued expenses and other current liabilities (101) Unearned revenue (226) Operating lease liability, noncurrent (177) Deferred tax liability, net (1,519) 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 $44.9 million of goodwill. We adjusted working capital to increase unearned revenue by $0.1 million, increase deferred tax liability by $0.1 million, and increase goodwill by $0.2 million during the fourth quarter of 2022. 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 $1.3 million in transaction related expenses, primarily related to transaction related compensation, advisory, legal, valuation, and other professional fees, for the year ended December 31, 2022. The transaction related expenses are recorded within the consolidated statements of operations as follows (in thousands): Operating expenses: Sales and marketing $ 79 General and administrative 1,191 Total transaction costs $ 1,270 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 $177.7 million, consisting of $75.1 million in cash (net of cash acquired, and including a working capital adjustment payment we received during 2022 of $0.1 million as a result of finalizing our working capital 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. The operating results of Wisely have been included in our consolidated statement of operations since the acquisition date. Actual results of operations from the date of acquisition through December 31, 2022 and supplemental pro forma revenue and results of operations have not been presented because the effects were not material to the consolidated financial statements. We finalized the valuation of assets acquired and liabilities assumed for the acquisition of Wisely as of December 31, 2022. Purchase Price Allocation The acquisition purchase consideration totaled $177.7 million which consisted of the following (in thousands): Cash, net of cash acquired $ 75,133 Issuance of Class A common stock 96,644 Fair value of substituted stock options 5,943 Total purchase price, net of cash acquired and post-closing working capital adjustment $ 177,720 The acquisition was accounted for under the acquisition method in accordance with ASC 805. We recognized and measured the identifiable assets acquired and liabilities assumed at their estimated fair values on the date of acquisition. The purchase price allocation resulted in the recognition of $162.9 million of goodwill. None of the goodwill is expected to be deductible for tax purposes. The following table summarizes the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed of Wisely (in thousands): Purchase Price Allocation Accounts receivable $ 776 Other current assets (1) 1,145 Customer relationships 9,631 Developed technology 10,185 Trademark 336 Goodwill 162,862 Accrued liabilities (1) (1,394) Deferred revenue (925) Deferred tax liability, net (4,896) Total purchase price, net of cash acquired and post-closing working capital adjustment $ 177,720 (1) Pursuant to the terms of the merger agreement, we recognized an indemnification asset of $1.0 million related to certain assumed liabilities at the acquisition date. The indemnification asset was measured and recognized on the same basis and at the same time as the indemnified liabilities. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 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, 2020 $ — Wisely Acquisition 162,956 Balance at December 31, 2021 $ 162,956 Adjustment to Wisely acquisition (94) Omnivore Acquisition 44,919 Balance at December 31, 2022 $ 207,781 The gross book value and accumulated amortization of intangible assets, net, as of December 31, 2022 and 2021 were as follows (in thousands): Weighted-average Remaining Useful Life (in years) Gross Carrying Value Accumulated Amortization Net Carrying Value Developed technology 4.94 $ 14,595 $ (2,593) $ 12,002 Customer relationships 6.87 10,921 (1,539) 9,382 Trademarks 1.95 486 (172) 314 Balance at December 31, 2022 $ 26,002 $ (4,304) $ 21,698 Weighted-average Remaining Useful Life (in years) Gross Carrying Value Accumulated Amortization Net Carrying Value Developed technology 6.00 $ 10,185 $ (297) $ 9,888 Customer relationships 8.00 9,631 (201) 9,430 Trademarks 3.00 336 (19) 317 Balance at December 31, 2021 $ 20,152 $ (517) $ 19,635 Amortization expense associated with the acquired intangible assets was $3.8 million and $0.5 million for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, estimated amortization related to the identifiable acquisition-related intangible assets expected to be recognized in future periods was as follows (in thousands): 2023 $ 3,959 2024 3,941 2025 3,806 2026 3,798 2027 3,515 Thereafter 2,679 Total $ 21,698 No goodwill or intangible asset impairment losses were recognized during the years ended December 31, 2022 and 2021. 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 | 12 Months Ended |
Dec. 31, 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 December 31, 2022 As of December 31, 2021 Prepaid software licensing fees $ 3,197 $ 1,888 Prepaid insurance 3,717 1,298 Other 4,773 2,532 Total prepaid expenses and other current assets $ 11,687 $ 5,718 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities Accrued expenses and other current liabilities c onsisted of the following (in thousands): As of December 31, 2022 As of December 31, 2021 Accrued delivery service partner fees $ 40,846 $ 35,441 Accrued compensation and benefits 6,986 4,189 Professional and consulting fees 1,262 1,806 Accrued taxes 674 1,538 Other 2,643 2,421 Total accrued expenses and other current liabilities $ 52,411 $ 45,395 |
Line of Credit
Line of Credit | 12 Months Ended |
Dec. 31, 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 December 31, 2022, and expect to remain in compliance for at least the upcoming twelve months . 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 December 31, 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 One World Trade Center. As of December 31, 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 line of credit was immaterial for each of the years ended December 31, 2022, 2021, and 2020. Deferred financing costs related to the Second Amended and Restated LSA |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases In December 2022, we entered into a new lease agreement and relocated our corporate headquarters (“Headquarters Lease”). The Headquarters Lease is a non-cancelable operating lease which expires in March 2025. We also have non-cancelable operating leases for our former offices (“Former Headquarters”), which expire in September 2023 and May 2030. 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. 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 Former Headquarters lease that expires in May 2030. 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 entering into the sublease. These impairment charges and commission expenses were recorded in general and administrative expenses in the consolidated statement of operations. We also sublease another portion of our Former Headquarters under an agreement that 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 year ended December 31, 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): Year Ended 2022 Operating lease costs $ 3,459 Other lease income (549) Total lease costs $ 2,910 Rent expense, excluding sublease income, under ASC 840, Leases , was $3.3 million for both of the years ended December 31, 2021 and 2020. Rental income was $0.3 million for both of the years ended December 31, 2021 and 2020. Cash paid for amounts included in the initial measurement of lease liabilities were $3.6 million for the year ended December 31, 2022. As of December 31, 2022, the total remaining operating lease payments included in the measurement of lease liabilities were as follows (in thousands): 2023 $ 4,259 2024 3,710 2025 3,106 2026 2,960 2027 2,960 Thereafter 7,154 Total future minimum lease payments 24,149 Less: imputed interest (4,102) Total $ 20,047 The weighted average remaining lease term and discount rate for the operating leases were as follows: As of Weighted average remaining lease term (years) 6.74 Weighted average discount rate 5.59% 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 (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | Stockholders’ Equity (Deficit) Changes in Capital Structure On March 5, 2021, our Board of Directors and stockholders approved an amended and restated certificate of incorporation effecting a 17-for-1 forward stock split of our issued and outstanding shares of common stock and Series A, A-1, B, C, D, E preferred stock. Additionally, all outstanding equity instruments, including our time-based stock options, performance-based SARs, and preferred stock warrants, were adjusted to reflect the 17-for-1 forward stock split. The stock split was effected on March 5, 2021. The par value of the Class B common stock and redeemable convertible preferred stock was not adjusted as a result of the stock split. All issued and outstanding Class B common stock, redeemable convertible preferred stock, warrants to purchase shares of redeemable convertible preferred stock, and stock options, as well as the per share amounts, included in the accompanying consolidated 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 consolidated financial statements have been adjusted to reflect the dual class common stock structure and the changes in the number of authorized shares of common stock. We also authorized a total of 20,000,000 shares of undesignated preferred stock, par value $0.001 per share. Effective March 5, 2021, 124,012,926 outstanding shares of common stock were converted into an equivalent number of shares of our Class B common stock. Class A common stock and Class B common stock reserved for future issuance consisted of the following: As of December 31, As of December 31, Shares available for grant under employee stock purchase plan 4,988,944 3,760,115 Shares available for grant under stock option plan 23,358,039 18,994,572 Restricted stock units 4,559,917 1,082,980 Options issued and outstanding under stock option plan 29,859,096 36,716,816 Total common stock reserved for future issuance 62,765,996 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 Class A 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 is determined by a committee established by the Board of Directors and depends 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. Repurchases are funded 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. During the year ended December 31, 2022, we repurchased approximately 2,687,592 shares of our Class A common stock for approximately $20.1 million 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 consolidated statement of operations for the year ended December 31, 2022. We donated 345,836 shares of our Class A common stock to the Olo for Good Fund at Tides Foundation and recognized $13.1 million as a non-cash general and administrative expense in our consolidated statement of operations for the year ended December 31, 2021. Through December 31, 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 | 12 Months Ended |
Dec. 31, 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 fair value of the shares on the date of grant; provided, however, that (i) the exercise price of an incentive stock option (“ISO”) and nonqualified stock option (“NSO”) granted to a greater than 10.0% stockholder shall not be less than 110.0% of the fair value of the shares on the date of grant. Awards granted under the Plans generally vest over four years. Certain stock options have an early exercise feature. Shares purchased pursuant to the early exercise of stock options are subject to repurchase until those shares vest; therefore, cash received in exchange for unvested shares exercised is recorded as a liability on the accompanying consolidated balance sheets, and is reclassified to Class B common stock and additional paid-in capital as the shares vest. There were 35,326 and 120,088 early exercised shares outstanding as of December 31, 2022 and 2021, respectively. As of December 31, 2022, there is a liability for early exercised shares outstanding in the amount of $0.1 million recorded in accrued expenses and other current liabilities in our consolidated balance sheet. 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 December 31, 2022 and 2021, the maximum number of shares authorized for issuance to participants under the Plans was 30,263,529 and 20,615,612, respectively. As of December 31, 2022 and 2021, the number of shares available for issuance to participants under the Plans was 23,358,039 and 18,994,572, respectively. During the years ended December 31, 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 year ended December 31, 2021. Restricted Stock Units The following summarizes the activity for the unvested RSUs during the year ended December 31, 2022: Shares Weighted- Unvested at December 31, 2021 1,082,980 $ 27.70 Granted 5,188,699 14.77 Vested (832,940) 21.74 Forfeited and canceled (878,822) 19.95 Unvested at December 31, 2022 4,559,917 $ 15.57 The total fair value of RSUs vested during year ended December 31, 2022 was $7.4 million. Future stock-based compensation for unvested RSUs awarded as of December 31, 2022 was approximately $65.6 million and is expected to be recognized over a weighted-average period of 3.13 years. Stock Options The following summarizes our stock option activity for the periods indicated (in thousands, except share and per share amounts): Number of Weighted- Weighted- Aggregate As of December 31, 2021 36,716,816 $ 3.55 5.76 $ 633,730 Granted 1,100,118 14.72 Exercised (6,076,639) 1.61 Forfeited and canceled (1,881,199) 7.68 Vested and expected to vest as of December 31, 2022 29,859,096 $ 4.10 4.67 $ 97,523 Exercisable as of December 31, 2022 24,464,016 $ 2.95 4.34 $ 93,897 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 years ended December 31, 2022, 2021, and 2020 (in thousands, except per share amounts): Year Ended 2022 2021 2020 Weighted-average grant date fair value of options granted $ 4.87 $ 10.17 $ 3.82 Intrinsic value of options exercised $ 66,326 $ 246,238 $ 17,814 Total fair value of options vested $ 26,668 $ 43,769 $ 12,684 Future stock-based compensation for unvested employee options granted and outstanding as of December 31, 2022 was $38.0 million and is expected to be recognized over a weighted-average period of 1.90 years. Valuation Assumptions We estimated the fair value of stock options granted using the Black-Scholes option pricing model with the following weighted-average assumptions: Year Ended 2022 2021 2020 Expected term (in years) 5.24 - 6.00 5.48 - 6.07 5.50 - 6.08 Volatility 32% - 36% 52% - 65% 43% - 66% Risk-free interest rate 1.62% - 2.87% 0.50% - 1.06% 0.37% - 1.63% Dividend yield 0% 0% 0% Fair value of underlying common stock $11.07 - $15.75 $16.78 - $30.02 $4.06 - $9.05 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 automatically increase on January 1 of each calendar year through January 1, 2031, by the lesser of (1) 1.0% of the total number of shares of our Class A common stock outstanding on December 31 of the preceding calendar year, or (2) 11,700,000 Class A common shares; provided, that prior to the date of any such increase, our Board of Directors may determine that such increase will be less than the amount set forth in clauses (1) and (2). Employees may contribute, normally through payroll deductions, up to 15% of their earnings for the purchase of our Class A common stock under the ESPP. Our Class A common stock will be purchased for the accounts of employees participating in the ESPP at a price per Class A common share equal to the lower of (a) 85% of the fair market value of our Class A common stock on the first trading date of an offering or (b) 85% of the fair market value of our Class A common stock on the date of purchase. The current offering period began in December 2022 and ends in June 2023. For the years ended December 31, 2022 and 2021, we recorded approximately $1.5 million and $1.3 million of compensation expense associated with our ESPP, respectively. Equity Awards Granted in Acquisition In connection with the acquisition of Wisely, we issued stock options that were granted to Wisely employees and were fully vested and outstanding on the acquisition date under the Wisely 2019 Plan. The stock options will be settled in shares of our Class A common stock and will retain the terms and conditions under which they were originally granted. No additional equity awards will be granted under the Wisely 2019 Plan. Stock-Based Compensation Expense The classification of stock-based compensation expense, which includes expense for stock options, RSUs, SARs, and ESPP charges, by line item within the consolidated statements of operations is as follows (in thousands): Year Ended 2022 2021 2020 Cost of revenue - platform $ 5,457 $ 2,705 $ 556 Cost of revenue - professional services and other 630 474 124 Research and development 14,053 11,283 1,497 General and administrative 20,339 16,137 2,827 Sales and marketing 5,545 2,128 376 Total stock-based compensation expense $ 46,024 $ 32,727 $ 5,380 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Warrants | Warrants |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes consists of the following for the years ended December 31, 2022, 2021, and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 Current income tax provision: Federal $ — $ — $ — State 238 340 189 Total current income tax provision 238 340 189 Deferred income tax provision: Federal (1,151) (4,056) — State (368) (840) — Total deferred income tax benefit (1,519) (4,896) — Total income tax (benefit) provision $ (1,282) $ (4,556) $ 189 A reconciliation of the U.S. statutory income tax rate to our effective tax rate is as follows: Year Ended December 31, 2022 2021 2020 Federal statutory rate 21.00 % 21.00 % 21.00 % Change in fair value of warrant — (8.53) 82.10 State and local taxes, net of federal benefit 2.23 8.63 6.32 Acquisition-related deferred tax liability 3.22 10.51 — Valuation allowance (17.66) (90.05) (107.62) Stock-based compensation 6.34 86.84 4.50 Executive compensation (7.24) (16.81) — Other (5.18) (1.86) (0.47) Total provision and effective tax rate 2.71 % 9.73 % 5.83 % The difference between income taxes at the U.S. federal statutory income tax rate of 21% and the amounts reported for the year ended December 31, 2022 primarily relates to the valuation allowance and the reduction of the valuation allowance due to excess deferred tax liability resulting from the Omnivore acquisition, partially offset by stock-based compensation. Income Taxes The components of our net deferred tax assets and liabilities are as follows (in thousands): Year Ended December 31, 2022 2021 Deferred tax assets: Accrued expenses $ 968 $ 672 Operating lease liabilities 5,206 520 Stock-based compensation 8,775 2,503 Net operating losses 61,203 54,505 Tax credits 1,517 1,331 Capitalized internal-use software 5,732 — Charitable stock donation 3,611 3,187 Other 159 160 Total deferred tax assets 87,171 62,878 Less valuation allowance (74,931) (56,291) Net deferred tax assets 12,240 6,587 Unearned revenue (63) (91) Operating lease right-of-use assets (4,046) — Intangible assets (5,582) (4,791) Deferred contract costs (1,824) (1,502) Property and equipment (725) (203) Net deferred tax liabilities (12,240) (6,587) Total net deferred tax assets (liabilities) $ — $ — Assessing the realizability of deferred tax assets requires the determination of whether it is more-likely-than-not that some portion or all the deferred tax assets will not be realized. In assessing the need for a valuation allowance, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, loss carry-back and tax-planning strategies. Generally, more weight is given to objectively verifiable evidence, such as the cumulative loss in recent years, as a significant piece of negative evidence to overcome. Accordingly, a full valuation allowance has been established as of December 31, 2022 and 2021, and no deferred tax assets and related tax benefits have been recognized in the accompanying consolidated financial statements. The valuation allowance increased $18.6 million during the year ended December 31, 2022 and increased $45.4 million during the year ended December 31, 2021 from the valuation allowances that were recorded as of December 31, 2021 and 2020, respectively. We recorded a deferred benefit for income taxes for the year ended December 31, 2022 in the amount of $1.5 million primarily resulting from the release of a portion of our valuation allowance for deferred tax assets following the recording of a deferred income tax liability as part of our accounting for the acquisition of Omnivore. We maintain a full valuation allowance on our net federal and state deferred tax assets for both years ended December 31, 2022 and 2021, as we have concluded that it is more likely than not that the deferred tax assets will not be realized. As of December 31, 2022 and 2021, we had approximately $243.2 million and $218.1 million of federal net operating losses, respectively. Approximately $13.1 million of the federal net operating losses will expire at various dates beginning in 2036 through 2037 if not utilized, while the remaining amount will have an indefinite life. As of December 31, 2022 and 2021, we had approximately $172.7 million and $149.7 million of state net operating losses, respectively. Of the state net operating losses, some may follow the Tax Cut and Jobs Act and are indefinite-lived and most are definite-lived with various expiration dates beginning in 2025 through 2040. The federal research and development tax credits are approximately $1.5 million and $1.3 million as of December 31, 2022 and 2021, respectively. The federal research credits will begin to expire in 2027. Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to ownership changes that may have occurred previously or that could occur in the future, as provided by Section 382 of the Internal Revenue Code of 1986, as well as similar state provisions. Such annual limitation could result in the expiration of net operating losses and credits before their utilization. We file U.S. federal and state income tax returns with varying statutes of limitations. All tax years since inception remain open to examination due to the carryover of unused net operating losses and tax credits. We recognize interest and penalties accrued related to unrecognized tax benefits as a component of tax expense. We had not accrued any interest or penalties related to unrecognized tax benefits as of December 31, 2022, 2021, and 2020. The unrecognized tax benefits at December 31, 2022 and 2021 are not material. On August 16, 2022, Congress passed the Inflation Reduction Act of 2022 (the “IRA”). The IRA introduces a new 15% corporate alternative minimum tax and includes a substantial package of energy and climate-related provisions, among other revenue raisers and incentives. A 1% excise tax on stock repurchases was also introduced in the IRA and this is effective January 1, 2023. On June 11, 2022, Congress passed the CHIPS Act of 2022. CHIPS adds a one-time investment tax credit equal to 25% of a company’s investment in facilities that manufacture semiconductors or semiconductor manufacturing equipment. We evaluated the provisions of the IRA and the CHIPS Act and determined that there was no material impact for the year ended December 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 Steamship Trade Association of Baltimore - International Longshoremen’s Association Pension Fund v. Olo Inc., et al (Case 1:22-cv-08228). An amended complaint was filed in the lawsuit on January 13, 2023. 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 reasonably possible loss or range of loss, if any, related to this matter. |
Net Loss Income per Share Attri
Net Loss Income per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Income per Share Attributable to Common Stockholders | Net Loss Income per Share Attributable to Common Stockholders A reconciliation of net loss available to common stockholders and the number of shares in the calculation of basic loss per share is as follows (in thousands): Year Ended December 31, 2022 2021 2020 Numerator: Net (loss) income $ (45,968) $ (42,273) $ 3,063 Less: accretion of redeemable convertible preferred stock to redemption value — (14) (70) Less: undeclared 8% non-cumulative dividend on participating securities — — (2,993) Net loss attributable to Class A and Class B common stockholders—basic $ (45,968) $ (42,287) $ — Accretion on redeemable preferred stock — 14 — Net loss attributable to Class A and Class B common stockholders—diluted $ (45,968) $ (42,273) $ — Year Ended December 31, 2022 2021 2020 Denominator: Weighted-average Class A and Class B common shares outstanding—basic and diluted 161,303,397 123,822,838 20,082,338 Net loss per share attributable to Class A and Class B common stockholders—basic and diluted $ (0.28) $ (0.34) $ — The following securities were excluded from the computation of diluted net (loss) income per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis): Year Ended December 31, 2022 2021 2020 Redeemable convertible preferred stock — — 98,514,932 Outstanding stock options 29,859,096 36,716,816 40,603,089 Outstanding shares estimated to be purchased under ESPP 284,705 129,015 — Outstanding SARs — — 1,646,501 Outstanding redeemable convertible preferred stock warrants — — 1,682,847 Outstanding common stock warrants — — — Outstanding restricted stock units 4,559,917 1,082,980 — Total 34,703,718 37,928,811 142,447,369 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsTwo of our board members have ownership interests in companies to which we provide services, including our chief executive officer who serves on the board of directors of one of these companies and receives an annual cash retainer for service on such board. During the years ended December 31, 2022 and 2021, we generated approximately $1.0 million and $1.1 million of revenue, respectively, from these customers. As of December 31, 2022 and 2021, the outstanding accounts receivable from the related parties was $0.3 million. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The consolidated financial statements include the accounts of Olo Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we were an emerging growth company (“EGC”) and had elected to use the extended transition period for complying with new or revised accounting standards under the JOBS Act. Effective December 31, 2022, we lost our EGC status upon becoming a large accelerated filer. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform with current year presentations as follows:. • Deferred rent was previously presented as a separate line item on the consolidated balance sheet and statements of cash flows as of December 31, 2021, but was reclassified to be presented within other liabilities, noncurrent, as a result of our adoption of Accounting Standards Codification (“ASC”) 842. • Stock-based compensation in connection with vesting of stock appreciation rights was previously presented as a separate line item on the statement of cash flows as of December 31, 2021, but was reclassified to be presented within stock-based compensation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. |
Segment Information | Segment Information An operating segment is defined as a component of an enterprise for which discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”). We define the CODM as the Chief Executive Officer, as his role is to make decisions about allocating resources and assessing performance. Our business operates in one operating segment, which we have also determined to be one reporting unit for goodwill impairment testing, as all of our offerings operate on a single platform and are deployed in an identical way, with our CODM evaluating our financial information, resources and performance of these resources on a combined basis. Since we operate in one operating segment, all required financial segment information can be found in the financial statements. As of December 31, 2022 and December 31, 2021, we did not have assets located outside of the United States and international revenue recognized during the years ended December 31, 2022, 2021, and 2020 was not material. |
Concentrations of Business and Credit Risk | Concentrations of Business and Credit RiskWe are exposed to concentrations of credit risk primarily through our cash, cash equivalents, 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. For the years ended December 31, 2022, 2021, and 2020, one customer accounted for 12%, 18%, and 21% of our revenue, respectively. |
Concentrations of Business and Credit Risk | Concentrations of Business and Credit RiskWe are exposed to concentrations of credit risk primarily through our cash, cash equivalents, 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. For the years ended December 31, 2022, 2021, and 2020, one customer accounted for 12%, 18%, and 21% of our revenue, respectively. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are stated at fair value. We consider all short-term, highly liquid investments, with an original maturity of three months or less, to be cash equivalents. |
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 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 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 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 December 31, 2022 and 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, |
Deferred Contract Costs | Deferred Contract Costs We capitalize the incremental costs of obtaining a revenue contract, including sales commissions for new and renewal revenue contracts, certain related incentives, and associated payroll tax and fringe benefit costs. Capitalized amounts are recoverable through future revenue streams under customer contracts. We allocate costs capitalized for contracts to the related performance obligations and amortize these costs on a straight-line basis over the expected period of benefit of those performance obligations. We determined that commissions paid on renewals are commensurate with commissions paid on initial contracts. Accordingly, we amortize commissions on initial contracts over the contract period which is generally three years. We also amortize commissions on renewal contracts over the renewal contract period, which are generally between one We periodically evaluate whether there have been any changes in our business, market conditions, or other events which would indicate that the amortization period should be changed, or if there are potential indicators of impairment. For the years ended December 31, 2022, 2021, and 2020, we have not identified any potential indicators of material impairment. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net is recorded at cost, and presented net of accumulated depreciation. Cost and the related accumulated depreciation are deducted from the accounts upon retirement. Significant additions or improvements extending the useful life of an asset are capitalized, while repairs and maintenance costs are expensed as incurred. Leasehold improvements are amortized on a straight-line basis over the shorter of the term of the lease, or the useful life of the assets. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, we first compare undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. We recorded a non-cash impairment charge of $0.1 million for the year ended December 31, 2022 in connection with the sublease of our corporate headquarters, as we determined a group of assets in the leased space was no longer recoverable. See “Note 5—Property and Equipment” for additional information on the asset impairment. No impairment was required on long-lived assets for the years ended December 31, 2021 and 2020. |
Capitalized Internal-Use Software | Capitalized Internal-Use Software We capitalize certain qualified costs incurred in connection with the development of internal-use software. We evaluate the costs incurred during the application development stage of internal use software to determine whether the costs meet the criteria for capitalization. Costs related to preliminary project activities and post implementation activities are expensed as incurred. See “Note 5—Property and Equipment” for additional information on our capitalized internal-use software. |
Business Combinations | Business Combinations We account for acquisitions using the acquisition method of accounting and determine whether a transaction constitutes a business and is treated as a business combination or if the transaction does not constitute a business and is treated as an asset acquisition. The acquisition method of accounting requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of acquisition. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including estimates of future revenue and adjusted earnings before interest and taxes and discount rates. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ materially from estimates. Our estimates associated with the accounting for business combinations may change as additional information becomes available regarding the assets acquired and liabilities assumed. Any change in facts and circumstances that existed as of the acquisition date and impacts our estimates is recorded to goodwill if identified within the measurement period. Subsequent to the measurement period or our final determination of fair value of assets and liabilities, whichever is earlier, the adjustments will affect our earnings. Transaction related expenses incurred in a business combination are not included as a component of consideration transferred, but are accounted for as an expense in the period in which the costs are incurred. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interest, if any, over the fair value of identifiable assets acquired and liabilities assumed in a business combination. We have no intangible assets, other than goodwill, with indefinite useful lives. Intangible assets other than goodwill are comprised of acquired developed technology, customer relationships, and 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 assess the impairment of intangible assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. 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 conducting our annual impairment test, we review qualitative factors (including macroeconomic conditions, industry and market considerations, cost factors, and overall financial performance) to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. This step is referred to as the “Step Zero” assessment. If factors indicate that it is more likely than not (a likelihood of more than 50%) that the fair value of the reporting unit is less than its carrying amount, we proceed to a quantitative (“Step One”) assessment to determine the existence and amount of any goodwill impairment. In performing a Step One assessment, the fair value of the reporting unit is determined by using a discounted cash flow method where we analyze 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 evaluated goodwill using a Step Zero analysis as of October 1, 2022, and determined that goodwill was not impaired. There were no impairment charges recognized related to goodwill or intangible assets during the years ended December 31, 2022 and 2021. |
Leases | Leases Prior to the adoption of 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. |
Income Taxes | Income Taxes Deferred income taxes are recorded for the expected tax consequences of temporary differences between the tax basis of assets and liabilities for financial reporting purposes and amounts recognized for income tax purposes. We periodically review the recoverability of deferred tax assets recorded on the balance sheet and provide valuation allowances as deemed necessary to reduce such deferred tax assets to the amount that will, more likely than not, be realized. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, we consider all available evidence for each jurisdiction including past operating results, estimates of future taxable income and the feasibility of ongoing tax planning strategies. In the event we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to income tax expense in the period in which such determination is made. The amount of deferred tax provided is calculated using tax rates enacted at the balance sheet date. The impact of tax law changes is recognized in periods when the change is enacted. A two-step approach is applied in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Our policy is to recognize interest and penalty expenses associated with uncertain tax positions as a component of income tax expense. We are required to file tax returns in the U.S. federal jurisdiction and various states. |
Revenue Recognition | Revenue Recognition We derive our revenue primarily from platform fees to access our software platform and professional services. Revenue is recognized when control of these services transfers to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those services. We apply the principles in the standard using the following steps: • Identify the contract(s) with a customer • Identify the performance obligations in the contract • Determine the transaction price • Allocate the transaction price to the performance obligations in the contract • Recognize revenue when (or as) we satisfy a performance obligation Sales taxes collected from customers and remitted to various governmental authorities are excluded from the measurement of the transaction price and presented on a net basis in our consolidated statements of operations. Any balance collected and not paid is reflected as a liability on the balance sheets. Platform Revenue Platform revenue primarily consists of fees that provide customers access to one or more of our modules and standard customer support. Our contracts typically have initial terms of three years or longer, with continuous one-to-two-year platform. As a result, the fixed monthly fees and monthly overages are included in the transaction price and recognized as revenue in the period in which the fees are generated. Our Dispatch module enables our restaurant customers to offer, manage, and expand delivery to their customers. Our customers for the Dispatch module are both the restaurants and delivery service providers (“DSPs”). The Dispatch module connects restaurants with DSPs to facilitate the ordering and delivery of orders to the restaurants’ customers. We typically collect a per transaction fee from both the restaurant and the DSP. Revenue is recognized when we have arranged for a DSP to deliver the order to the end guest. Our Rails module allows our customers to control and manage menu availability and pricing and location information while directly integrating orders from third-party channels. Our performance obligation is a stand-ready obligation to provide access to the Rails module that is satisfied over the contract term. We typically receive a fee from the third-party channel for each transaction processed. No minimum monthly amounts or overage fees are charged to the third-party channel in these arrangements. For contracts with variable rates, we estimate this variable consideration using the expected value method based upon our estimates of the number of orders expected to be processed under the contract. Although we do not directly charge our Ordering customers for these transactions, the transactions count toward the specified quantity and overages activity used in determining our Ordering customers’ monthly Ordering revenue. Our Olo Pay module provides a fully-integrated, frictionless payment platform, enabling restaurants to grow and protect their digital business through an improved customer payment experience, offering advanced fraud prevention designed to improve authorization rates for valid transactions, and increase basket conversion. We typically collect a per transaction fee from the restaurant for orders processed using our Olo Pay module. Revenue is recognized at the time of the transaction. Our Network module allows brands to take orders from non-aggregator digital channels (e.g., Google Food Ordering, which enables restaurants to fulfill orders directly through Google Search results and Google Maps pages). We typically collect a fee from the restaurant for each transaction, which is recognized at the time of the transaction. Subsequent to the Wisely Acquisition, we also generate revenue from our Engage solutions. Our Engage solutions include our GDP, Marketing, Sentiment, and Host modules. These solutions enable our customers to collect, analyze, and act on guest data to deepen guest relationships, boost revenue, and increase guest lifetime value (“LTV”), and to streamline queued orders from multiple sales channels, optimize seat utilization in the dining room, and increase flow-through of reservation and waitlist parties. These modules are stand-ready obligations to provide access to the platform that is satisfied over the contract term, which typically begins with a minimum one-year term. Our contracts for the Engage solutions generally provide for monthly fixed fees and we generally bill customers on a monthly basis, in arrears. As a result, the monthly fixed fees are recognized as revenue in the period in which the fees are generated. Professional Services and Other Revenue Professional services and other revenue primarily consists of fees for platform implementation services. The implementation fees in our contracts are generally variable, consisting of either a fixed fee or a fixed monthly fee over the duration of the implementation project. For contracts with fixed monthly fees, we estimate this variable consideration using the expected value method whereby, at contract inception, we estimate how many months it will take to implement the platform into the customer environment, including time to onboard restaurant franchise locations. This estimate is multiplied by the fixed monthly professional services fee to determine the transaction price, which is recognized over time as the services are performed. The transaction price may be subject to constraint and is included only to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur in a future period. For arrangements where we charge monthly fees, any additional months required for implementation are billed at the same fixed monthly fee. Our customers benefit from our services as they are provided, and we use a cost-to-cost measure of progress to recognize revenue from our implementation services. In certain contracts, we engage third parties to assist in providing professional services to our customers. We determined we are the principal in transferring these services to the customer and recognize revenue on a gross basis. We control the services being provided to our customer and are responsible for ensuring that the services are performed and are acceptable to our customer. That is, we are responsible for fulfillment of the promise in the contract with our customer, and we also have discretion in setting the price with our customer. Contracts with Multiple Performance Obligations Our contracts with customers may contain multiple performance obligations. We identify performance obligations in a contract with a customer based on the goods and services that will be transferred to the customer that are capable of being distinct and that are separately identifiable from other promises in the contract. If not considered distinct, the promised goods or services are combined with other goods or services and accounted for as a combined performance obligation. Identifying distinct performance obligations in a contract requires judgment. Our performance obligations primarily include access to our platform and its different modules and implementation services associated with the platform. We have determined that the variable consideration allocation exception is generally applicable to our contracts, as the pricing for each service is generally commensurate with the value delivered to the customer for the provision of that service. If we determine for specific contracts that the allocation objective is not met, we analyze these contracts to determine whether a relative standalone selling price allocation should be performed. Implementation services that require us to perform significant customization and modification of our platform to interface with the customer’s environment are not distinct from the platform. Since our Ordering customers can renew their agreements without paying for implementation again upon renewal, we consider the discounted fees at renewal to provide a material right to the customer. That is, because the customer can renew the implemented service at a discount from the original transaction price, we considered the discount to be a material right since it provides the customer a significant discount to future services. Our obligation to provide future services at a discount is accounted for as a separate performance obligation. Accordingly, we recognize the fair value of the material right over the expected customer life, which commences when the implementation services are complete and the customer obtains access to the platform. All other implementation services are generally distinct and accounted for as separate performance obligations. For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. We determine standalone selling price based on the price at which the distinct good or service is sold separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price taking into account available information such as market conditions, internally approved pricing, and cost-plus expected margin guidelines related to the performance obligations. Contract Balances The timing of revenue recognition may differ from the timing of invoicing to customers. We record a receivable when revenue is recognized upon invoicing and payment will become due solely due to the passage of time. We record a contract asset when revenue is recognized prior to invoicing or payment is contingent upon transfer of control of another separate performance obligation. We record unearned revenue when revenue is recognized subsequent to cash collection. Unearned revenue that will be recognized during the succeeding 12-month period is recorded as current, and the remaining unearned revenue is recorded as non-current. Contract assets that will be billed to the customer during the succeeding 12-month period are recorded as current and the remaining contract assets are recorded as non-current. |
Costs of Revenue | Cost of Revenue Platform Platform cost of revenue primarily consists of costs directly related to our platform services, including expenses for customer support and infrastructure personnel, including salaries, taxes, benefits, bonuses, and stock-based compensation, which we refer to as personnel costs, third-party software licenses, hosting, amortization of internal-use software, amortization of developed technology and data center related costs and allocated overhead costs associated with delivering these services. Professional services and other Professional services and other cost of revenue consists primarily of the personnel costs of our deployment team associated with delivering these services and overhead allocations. |
Research and Development Costs | Research and Development CostsResearch and development expenses are expensed as incurred and primarily consist of engineering and product development personnel costs and allocated overhead costs. Research and development costs exclude capitalized software development costs, as they are capitalized as a component of property and equipment, net and amortized to platform cost of revenue over the term of their useful life. |
Sales and Marketing | Sales and Marketing Sales and marketing expenses primarily consist of sales, marketing and other personnel costs, commissions, amortization of customer relationships, general marketing and promotional activities, and allocated overhead costs. Sales commissions earned by our sales force are deferred and amortized on a straight-line basis over the expected benefit period. We expense all advertising costs when incurred. We incurred advertising expenses of approximately $0.9 million, $1.3 million, and $0.6 million during the years ended December 31, 2022, 2021, and 2020, respectively. Advertising expense is recorded as a component of sales and marketing expenses in the consolidated statements of operations. General and Administrative General and administrative expenses primarily consist of personnel costs and contractor fees for finance, legal, human resources, information technology and other administrative functions. In addition, general and administrative expenses include amortization of trademarks, insurance and travel-related expenses, and allocated overhead. |
Stock-Based Compensation | Stock-Based Compensation We measure compensation expense for all stock-based payment awards, including stock options and restricted stock units (“RSUs”) granted to employees, directors, and non-employees, as well as purchases under our 2021 Employee Stock Purchase Plan (“ESPP”), based on the estimated fair value of the awards on the date of grant. Compensation expense is recognized ratably in earnings, generally over the period during which an employee is required to provide service. We adjust compensation expense based on actual forfeitures as necessary. Time-Based Service Awards Our stock options generally vest ratably over a four-year period and the fair value of stock options and ESPP shares is estimated on the date of grant using a Black-Scholes option pricing model. Awards with graded vesting features are recognized over the requisite service period for the entire award. The determination of the grant date fair value of stock awards issued is affected by a number of variables and subjective assumptions, including (i) the fair value of our common stock, (ii) the expected common stock price volatility over the expected life of the award, (iii) the expected term of the award, (iv) risk-free interest rates, (v) the exercise price, and (vi) the expected dividend yield of our common stock. The fair value for RSUs is calculated based on the stock price on the date of grant and our RSUs generally vest ratably over a four-year period. Prior to the IPO, the fair value of our shares of common stock underlying the awards was historically determined by our Board of Directors with input from management and contemporaneous third-party valuations, as there was no public market for our common stock. The Board of Directors determined the fair value of the common stock by considering a number of objective and subjective factors including: the valuation of comparable companies, our operating and financial performance, the lack of liquidity of common stock, transactions in our common stock, and general and industry specific economic outlooks, amongst other factors. After the completion of the IPO, the fair value of our common stock underlying the awards is determined based on the New York Stock Exchange (“NYSE”) closing price on the date of grant. Prior to the IPO, we determined the volatility for stock option awards from the average historical stock volatility of several peer public companies over a period equivalent to the expected term of the awards. We selected companies with comparable characteristics to us, including enterprise value, risk profiles, and position within the industry and with historical share price information sufficient to meet the expected term of the stock options. After completion of the IPO, we calculate our expected volatility using the historical value of our stock over the trailing expected term of the option from the grant date. We estimate the expected term based on the simplified method, which is the mid-point between the vesting date and the end of the contractual term for each award. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of grant whose term is consistent with the expected life of the award. Expected dividend yield is zero percent, as we have not paid, and do not anticipate paying, dividends on our Class A common stock or Class B common stock. Upon the exercise of a stock option award or the vesting of an RSU award, shares of either our Class A common stock or Class B common stock are issued from authorized but unissued shares. Performance-Based Awards We also have historically granted SARs that vest only upon the satisfaction of performance based conditions. The performance-based conditions are satisfied upon the occurrence of a qualifying event, defined as the earlier of (i) the closing of certain change in control transactions, or (ii) an IPO. We record stock-based compensation expense for performance-based equity awards when the performance-based conditions are considered probable to be satisfied. Upon completion of the IPO during the year ended December 31, 2021, SARs were vested and settled, resulting in the issuance of 1,642,570 shares of Class B common stock. We recognized $2.8 million of compensation expense relating to SARs during the year ended December 31, 2021. |
Net Loss Per Share Attributable to Common Shareholders | Net Loss Per Share Attributable to Common Shareholders We compute net loss per share using the two-class method required for multiple classes of common stock and participating securities. The two-class method requires income available to common stockholders for the period to be allocated between the common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. We consider our redeemable convertible preferred stock and Class B common stock issued upon early exercise of stock options, subject to repurchase, to be participating securities because holders of such shares have non-forfeitable dividend rights in the event a cash dividend is declared on Class A and Class B common stock. The holders of the redeemable convertible preferred stock and Class B common stock issued upon early exercise of stock options would be entitled to dividends in preference to common shareholders, at specified rates, if declared. Then any remaining earnings would be distributed to the holders of Class A and Class B common stock, restricted Class A and Class B common stock, Class B common stock issued upon early exercise of stock options, and the holders of the redeemable convertible preferred stock on a pro-rata basis assuming conversion of all redeemable convertible preferred stock into Class B common stock. These participating securities do not contractually require the holders of such shares to participate in our losses. As such, net losses for the periods presented were not allocated to our participating securities. Upon completion of the IPO, all material participating securities were converted into Class B common stock. Basic net loss per share attributable to Class A and Class B common stockholders is calculated by dividing the net loss attributable to Class A and Class B common stockholders by the weighted-average number of shares of Class A and Class B common stock outstanding for the period. The diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the if-converted method based on the nature of such securities. For periods in which we reported net losses, diluted net loss per common share attributable to Class A and Class B common stockholders is the same as basic net loss per common share attributable to Class A and Class B common stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
Recently Adopted 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 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 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 prospective basis and the adoption impact of the new standard was not material to our consolidated financial statements. The standard did not impact our contract assets or liabilities prior to the adoption date. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Rollforward of Allowance for Doubtful Accounts | The following summarizes our allowance for credit losses activity (in thousands): Year Ended 2022 2021 2020 Beginning balance $ 657 $ 631 $ 160 Provision for expected credit losses 283 364 614 Writeoffs (328) (338) (143) Ending balance $ 612 $ 657 $ 631 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table disaggregates revenue by type (in thousands): Year Ended December 31, 2022 Platform Professional Total Timing of revenue recognition Transferred over time $ 92,304 $ 4,111 $ 96,415 Transferred at a point in time 88,989 — 88,989 Total revenue $ 181,293 $ 4,111 $ 185,404 Year Ended December 31, 2021 Platform Professional Total Timing of revenue recognition Transferred over time $ 67,065 $ 4,922 $ 71,987 Transferred at a point in time 77,381 — 77,381 Total revenue $ 144,446 $ 4,922 $ 149,368 Year Ended December 31, 2020 Platform Professional Total Timing of revenue recognition Transferred over time $ 44,754 $ 5,660 $ 50,414 Transferred at a point in time 48,010 — 48,010 Total revenue $ 92,764 $ 5,660 $ 98,424 |
Schedule of Current and Non-current Deferred Contract Costs | The following table summarizes the activity of current and non-current deferred contract costs (in thousands): Year Ended 2022 2021 Balance at beginning of period $ 6,183 $ 5,176 Capitalization of deferred contract costs 4,485 3,790 Amortization of deferred contract costs (3,646) (2,783) Balance at end of period $ 7,022 $ 6,183 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements Recurring Basis | The following tables present the costs, net unrealized losses, and fair value by major security type for our investments as of December 31, 2022 and 2021 (in thousands): As of December 31, 2022 Cost Net Unrealized Losses Fair Value Cash and cash equivalents Short-term investments Long-term investments Cash $ 200,808 $ — $ 200,808 $ 200,808 $ — $ — Level 1: Money market funds 142,168 — 142,168 142,168 — — Commercial paper 21,920 (39) 21,881 — 21,881 — Subtotal 164,088 (39) 164,049 142,168 21,881 — Level 2: Certificates of deposit 35,081 (97) 34,984 6,351 28,633 — U.S. Government and agency securities 30,408 (42) 30,366 — 29,431 935 Corporate bonds 21,070 (75) 20,995 746 18,754 1,495 Subtotal 86,559 (214) 86,345 7,097 76,818 2,430 Level 3: — — — — — — Total $ 451,455 $ (253) $ 451,202 $ 350,073 $ 98,699 $ 2,430 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) | 12 Months Ended |
Dec. 31, 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 December 31, 2022 As of December 31, 2021 Computer and office equipment 3 - 5 $ 1,864 $ 1,800 Capitalized internal-use software 3 13,668 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 16,028 5,952 Less: accumulated depreciation and amortization (4,328) (2,648) Total property and equipment, net $ 11,700 $ 3,304 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 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 (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 44,919 Accounts payable (198) Operating lease liability, current (81) Accrued expenses and other current liabilities (101) Unearned revenue (226) Operating lease liability, noncurrent (177) Deferred tax liability, net (1,519) Total purchase price, net of cash acquired and post-closing working capital adjustment $ 49,335 The following table summarizes the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed of Wisely (in thousands): Purchase Price Allocation Accounts receivable $ 776 Other current assets (1) 1,145 Customer relationships 9,631 Developed technology 10,185 Trademark 336 Goodwill 162,862 Accrued liabilities (1) (1,394) Deferred revenue (925) Deferred tax liability, net (4,896) Total purchase price, net of cash acquired and post-closing working capital adjustment $ 177,720 |
Schedule of Business Combination, Transaction Costs | The transaction related expenses are recorded within the consolidated statements of operations as follows (in thousands): Operating expenses: Sales and marketing $ 79 General and administrative 1,191 Total transaction costs $ 1,270 |
Schedule of Business Acquisitions, by Acquisition | The acquisition purchase consideration totaled $177.7 million which consisted of the following (in thousands): Cash, net of cash acquired $ 75,133 Issuance of Class A common stock 96,644 Fair value of substituted stock options 5,943 Total purchase price, net of cash acquired and post-closing working capital adjustment $ 177,720 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 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, 2020 $ — Wisely Acquisition 162,956 Balance at December 31, 2021 $ 162,956 Adjustment to Wisely acquisition (94) Omnivore Acquisition 44,919 Balance at December 31, 2022 $ 207,781 |
Schedule of Finite-Lived Intangible Assets | The gross book value and accumulated amortization of intangible assets, net, as of December 31, 2022 and 2021 were as follows (in thousands): Weighted-average Remaining Useful Life (in years) Gross Carrying Value Accumulated Amortization Net Carrying Value Developed technology 4.94 $ 14,595 $ (2,593) $ 12,002 Customer relationships 6.87 10,921 (1,539) 9,382 Trademarks 1.95 486 (172) 314 Balance at December 31, 2022 $ 26,002 $ (4,304) $ 21,698 Weighted-average Remaining Useful Life (in years) Gross Carrying Value Accumulated Amortization Net Carrying Value Developed technology 6.00 $ 10,185 $ (297) $ 9,888 Customer relationships 8.00 9,631 (201) 9,430 Trademarks 3.00 336 (19) 317 Balance at December 31, 2021 $ 20,152 $ (517) $ 19,635 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of December 31, 2022, estimated amortization related to the identifiable acquisition-related intangible assets expected to be recognized in future periods was as follows (in thousands): 2023 $ 3,959 2024 3,941 2025 3,806 2026 3,798 2027 3,515 Thereafter 2,679 Total $ 21,698 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2022 As of December 31, 2021 Prepaid software licensing fees $ 3,197 $ 1,888 Prepaid insurance 3,717 1,298 Other 4,773 2,532 Total prepaid expenses and other current assets $ 11,687 $ 5,718 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities c onsisted of the following (in thousands): As of December 31, 2022 As of December 31, 2021 Accrued delivery service partner fees $ 40,846 $ 35,441 Accrued compensation and benefits 6,986 4,189 Professional and consulting fees 1,262 1,806 Accrued taxes 674 1,538 Other 2,643 2,421 Total accrued expenses and other current liabilities $ 52,411 $ 45,395 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease Costs | The elements of lease expense were as follows (in thousands): Year Ended 2022 Operating lease costs $ 3,459 Other lease income (549) Total lease costs $ 2,910 The weighted average remaining lease term and discount rate for the operating leases were as follows: As of Weighted average remaining lease term (years) 6.74 Weighted average discount rate 5.59% |
Schedule of Payments Under Non-cancelable Operating Leases | As of December 31, 2022, the total remaining operating lease payments included in the measurement of lease liabilities were as follows (in thousands): 2023 $ 4,259 2024 3,710 2025 3,106 2026 2,960 2027 2,960 Thereafter 7,154 Total future minimum lease payments 24,149 Less: imputed interest (4,102) Total $ 20,047 |
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 (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, As of December 31, Shares available for grant under employee stock purchase plan 4,988,944 3,760,115 Shares available for grant under stock option plan 23,358,039 18,994,572 Restricted stock units 4,559,917 1,082,980 Options issued and outstanding under stock option plan 29,859,096 36,716,816 Total common stock reserved for future issuance 62,765,996 60,554,483 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Units | The following summarizes the activity for the unvested RSUs during the year ended December 31, 2022: Shares Weighted- Unvested at December 31, 2021 1,082,980 $ 27.70 Granted 5,188,699 14.77 Vested (832,940) 21.74 Forfeited and canceled (878,822) 19.95 Unvested at December 31, 2022 4,559,917 $ 15.57 |
Schedule of Stock Options | The following summarizes our stock option activity for the periods indicated (in thousands, except share and per share amounts): Number of Weighted- Weighted- Aggregate As of December 31, 2021 36,716,816 $ 3.55 5.76 $ 633,730 Granted 1,100,118 14.72 Exercised (6,076,639) 1.61 Forfeited and canceled (1,881,199) 7.68 Vested and expected to vest as of December 31, 2022 29,859,096 $ 4.10 4.67 $ 97,523 Exercisable as of December 31, 2022 24,464,016 $ 2.95 4.34 $ 93,897 |
Schedule of Options Vested | 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 years ended December 31, 2022, 2021, and 2020 (in thousands, except per share amounts): Year Ended 2022 2021 2020 Weighted-average grant date fair value of options granted $ 4.87 $ 10.17 $ 3.82 Intrinsic value of options exercised $ 66,326 $ 246,238 $ 17,814 Total fair value of options vested $ 26,668 $ 43,769 $ 12,684 |
Schedule of Black-Scholes Option Pricing Model Assumptions | We estimated the fair value of stock options granted using the Black-Scholes option pricing model with the following weighted-average assumptions: Year Ended 2022 2021 2020 Expected term (in years) 5.24 - 6.00 5.48 - 6.07 5.50 - 6.08 Volatility 32% - 36% 52% - 65% 43% - 66% Risk-free interest rate 1.62% - 2.87% 0.50% - 1.06% 0.37% - 1.63% Dividend yield 0% 0% 0% Fair value of underlying common stock $11.07 - $15.75 $16.78 - $30.02 $4.06 - $9.05 |
Schedule of Stock-based Compensation By Statement of Operations Line Item | The classification of stock-based compensation expense, which includes expense for stock options, RSUs, SARs, and ESPP charges, by line item within the consolidated statements of operations is as follows (in thousands): Year Ended 2022 2021 2020 Cost of revenue - platform $ 5,457 $ 2,705 $ 556 Cost of revenue - professional services and other 630 474 124 Research and development 14,053 11,283 1,497 General and administrative 20,339 16,137 2,827 Sales and marketing 5,545 2,128 376 Total stock-based compensation expense $ 46,024 $ 32,727 $ 5,380 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes consists of the following for the years ended December 31, 2022, 2021, and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 Current income tax provision: Federal $ — $ — $ — State 238 340 189 Total current income tax provision 238 340 189 Deferred income tax provision: Federal (1,151) (4,056) — State (368) (840) — Total deferred income tax benefit (1,519) (4,896) — Total income tax (benefit) provision $ (1,282) $ (4,556) $ 189 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the U.S. statutory income tax rate to our effective tax rate is as follows: Year Ended December 31, 2022 2021 2020 Federal statutory rate 21.00 % 21.00 % 21.00 % Change in fair value of warrant — (8.53) 82.10 State and local taxes, net of federal benefit 2.23 8.63 6.32 Acquisition-related deferred tax liability 3.22 10.51 — Valuation allowance (17.66) (90.05) (107.62) Stock-based compensation 6.34 86.84 4.50 Executive compensation (7.24) (16.81) — Other (5.18) (1.86) (0.47) Total provision and effective tax rate 2.71 % 9.73 % 5.83 % |
Schedule of Deferred Tax Assets and Liabilities | The components of our net deferred tax assets and liabilities are as follows (in thousands): Year Ended December 31, 2022 2021 Deferred tax assets: Accrued expenses $ 968 $ 672 Operating lease liabilities 5,206 520 Stock-based compensation 8,775 2,503 Net operating losses 61,203 54,505 Tax credits 1,517 1,331 Capitalized internal-use software 5,732 — Charitable stock donation 3,611 3,187 Other 159 160 Total deferred tax assets 87,171 62,878 Less valuation allowance (74,931) (56,291) Net deferred tax assets 12,240 6,587 Unearned revenue (63) (91) Operating lease right-of-use assets (4,046) — Intangible assets (5,582) (4,791) Deferred contract costs (1,824) (1,502) Property and equipment (725) (203) Net deferred tax liabilities (12,240) (6,587) Total net deferred tax assets (liabilities) $ — $ — |
Net Loss Income per Share Att_2
Net Loss Income per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 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 loss per share is as follows (in thousands): Year Ended December 31, 2022 2021 2020 Numerator: Net (loss) income $ (45,968) $ (42,273) $ 3,063 Less: accretion of redeemable convertible preferred stock to redemption value — (14) (70) Less: undeclared 8% non-cumulative dividend on participating securities — — (2,993) Net loss attributable to Class A and Class B common stockholders—basic $ (45,968) $ (42,287) $ — Accretion on redeemable preferred stock — 14 — Net loss attributable to Class A and Class B common stockholders—diluted $ (45,968) $ (42,273) $ — Year Ended December 31, 2022 2021 2020 Denominator: Weighted-average Class A and Class B common shares outstanding—basic and diluted 161,303,397 123,822,838 20,082,338 Net loss per share attributable to Class A and Class B common stockholders—basic and diluted $ (0.28) $ (0.34) $ — |
Schedule of Anti-dilutive Securities Excluded from Loss per Share | The following securities were excluded from the computation of diluted net (loss) income per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis): Year Ended December 31, 2022 2021 2020 Redeemable convertible preferred stock — — 98,514,932 Outstanding stock options 29,859,096 36,716,816 40,603,089 Outstanding shares estimated to be purchased under ESPP 284,705 129,015 — Outstanding SARs — — 1,646,501 Outstanding redeemable convertible preferred stock warrants — — 1,682,847 Outstanding common stock warrants — — — Outstanding restricted stock units 4,559,917 1,082,980 — Total 34,703,718 37,928,811 142,447,369 |
Business (Details)
Business (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Mar. 19, 2021 | Mar. 18, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||||
Stock issuance costs | $ 423 | $ 4,124 | $ 2,154 | ||
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 | Outstanding SARs | |||||
Class of Stock [Line Items] | |||||
Shares issued upon vesting and settlement (in shares) | 1,642,570 |
Significant Accounting Polici_4
Significant Accounting Policies - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Mar. 18, 2021 shares | Aug. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) financial_institution segment reportingUnit | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jan. 01, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||
Number of operating segments | segment | 1 | |||||
Number of reporting units | reportingUnit | 1 | |||||
Number of finanicial institutions | financial_institution | 2 | |||||
Unbilled receivables | $ 600 | $ 4,100 | ||||
Capitalized contract cost, amortization period (in years) | 3 years | |||||
Impairment of assets | $ 100 | $ 100 | ||||
Impairment of property and equipment, net | 0 | $ 0 | ||||
Advertising expense | 900 | 1,300 | 600 | |||
Stock-based compensation expense | 46,024 | 32,727 | $ 5,380 | |||
Operating lease, right-of-use asset | 15,581 | 0 | $ 20,600 | |||
Operating lease liabilities, noncurrent | 2,400 | |||||
Operating lease liabilities, current | $ 3,220 | $ 0 | 2,500 | |||
Operating lease liability noncurrent, net | $ 18,100 | |||||
Contract with Customer, Term of Renewal Period | 1 year | |||||
Outstanding stock options | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Vesting period (in years) | 4 years | |||||
Dividend yield | 0% | 0% | 0% | |||
Outstanding restricted stock units | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Vesting period (in years) | 4 years | |||||
Outstanding SARs | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Stock-based compensation expense | $ 2,800 | |||||
Outstanding SARs | Common Class B | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Issuance of common stock upon settlement of SARs (in shares) | shares | 1,642,570 | |||||
Minimum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Capitalized contract cost, amortization period (in years) | 1 year | |||||
Contract with Customer, Contract Term | 3 years | |||||
Maximum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Capitalized contract cost, amortization period (in years) | 3 years | |||||
Largest Customer | Revenue Benchmark | Customer Concentration Risk | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Concentration risk (as a percent) | 12% | 18% | 21% |
Significant Accounting Polici_5
Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ 657 | $ 631 | $ 160 |
Provision for expected credit losses | 283 | 364 | 614 |
Writeoffs | (328) | (338) | (143) |
Ending balance | $ 612 | $ 657 | $ 631 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 185,404 | $ 149,368 | $ 98,424 |
Transferred over time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 96,415 | 71,987 | 50,414 |
Transferred at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 88,989 | 77,381 | 48,010 |
Platform | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 181,293 | 144,446 | 92,764 |
Platform | Transferred over time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 92,304 | 67,065 | 44,754 |
Platform | Transferred at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 88,989 | 77,381 | 48,010 |
Professional services and other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 4,111 | 4,922 | 5,660 |
Professional services and other | Transferred over time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 4,111 | 4,922 | 5,660 |
Professional services and other | Transferred at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 0 | $ 0 | $ 0 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Contract assets | $ 0.6 | $ 1 |
Revenue recognized previously unearned | 1.6 | $ 0.5 |
Remaining performance obligations | $ 39.1 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Percent of remaining performance obligation expected to be recognized (as a percent) | 47% | |
Revenue, remaining performance obligation, period (in months) | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | 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]: 2024-01-01 | 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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Capitalized Contract Cost [Roll Forward] | ||
Capitalized contract cost balance at beginning of period | $ 6,183 | $ 5,176 |
Capitalization of deferred contract costs | 4,485 | 3,790 |
Amortization of deferred contract costs | (3,646) | (2,783) |
Capitalized contract cost balance at end of period | $ 7,022 | $ 6,183 |
Fair Value Measurement - Amorti
Fair Value Measurement - Amortized Cost and Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Securities, Available-for-Sale [Line Items] | ||
Cost | $ 451,455 | $ 514,445 |
Net Unrealized Losses | (253) | 0 |
Fair Value | 451,202 | 514,445 |
Cash and cash equivalents | 350,073 | 514,445 |
Short-term investments | 98,699 | 0 |
Long-term investments | 2,430 | 0 |
Fair Value, Inputs, Level 1 | Fair Value, Recurring | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cost | 164,088 | |
Net Unrealized Losses | (39) | 0 |
Fair Value | 164,049 | 295,101 |
Cash and cash equivalents | 142,168 | 295,101 |
Short-term investments | 21,881 | 0 |
Long-term investments | 0 | 0 |
Fair Value, Inputs, Level 2 | Fair Value, Recurring | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cost | 86,559 | |
Net Unrealized Losses | (214) | |
Fair Value | 86,345 | |
Cash and cash equivalents | 7,097 | |
Short-term investments | 76,818 | |
Long-term investments | 2,430 | |
Fair Value, Inputs, Level 3 | Fair Value, Recurring | ||
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 | 200,808 | 219,344 |
Net Unrealized Losses | 0 | 0 |
Fair Value | 200,808 | 219,344 |
Cash and cash equivalents | 200,808 | 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 | 142,168 | $ 295,101 |
Net Unrealized Losses | 0 | |
Fair Value | 142,168 | |
Cash and cash equivalents | 142,168 | |
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 | 21,920 | |
Net Unrealized Losses | (39) | |
Fair Value | 21,881 | |
Cash and cash equivalents | 0 | |
Short-term investments | 21,881 | |
Long-term investments | 0 | |
Certificates of deposit | Fair Value, Inputs, Level 2 | Fair Value, Recurring | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cost | 35,081 | |
Net Unrealized Losses | (97) | |
Fair Value | 34,984 | |
Cash and cash equivalents | 6,351 | |
Short-term investments | 28,633 | |
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 | 30,408 | |
Net Unrealized Losses | (42) | |
Fair Value | 30,366 | |
Cash and cash equivalents | 0 | |
Short-term investments | 29,431 | |
Long-term investments | 935 | |
Corporate bonds | Fair Value, Inputs, Level 2 | Fair Value, Recurring | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cost | 21,070 | |
Net Unrealized Losses | (75) | |
Fair Value | 20,995 | |
Cash and cash equivalents | 746 | |
Short-term investments | 18,754 | |
Long-term investments | $ 1,495 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Aug. 31, 2022 | Dec. 31, 2022 | |
Debt Securities, Available-for-Sale [Line Items] | ||
Operating lease, impairment loss | $ 2,200 | $ 2,300 |
Capitalized internal-use software | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Capitalization of stock-based compensation for internal-use software | $ 500 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 16,028 | $ 5,952 |
Less: accumulated depreciation and amortization | (4,328) | (2,648) |
Total property and equipment, net | 11,700 | 3,304 |
Computer and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,864 | 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 | $ 13,668 | 3,392 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in Years) | 10 years | |
Property and equipment, gross | $ 132 | 386 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 364 | $ 374 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 2.2 | $ 1.1 | $ 0.7 | |
Impairment of assets | $ 0.1 | 0.1 | ||
Capitalized computer software | 13.7 | 3.4 | ||
Capitalized internal-use software | ||||
Property, Plant and Equipment [Line Items] | ||||
Capitalized software amortization | 1.7 | $ 0.6 | $ 0.3 | |
Internal use software, expected amortization, year one | 2.5 | |||
Internal use software, expected amortization, year two | 2.3 | |||
Internal use software, expected amortization, year three | 1.1 | |||
Capitalized internal-use software | ||||
Property, Plant and Equipment [Line Items] | ||||
Capitalization of stock-based compensation for internal-use software | $ 0.5 |
Acquisition - Narrative (Detail
Acquisition - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||||
Mar. 04, 2022 USD ($) | Nov. 04, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Asset Acquisition [Line Items] | ||||||
Goodwill | $ 207,781,000 | $ 207,781,000 | $ 162,956,000 | $ 0 | ||
Goodwill purchase accounting adjustments | (94,000) | 162,956,000 | ||||
Acquisitions, net of cash acquired | $ 49,241,000 | 75,227,000 | $ 0 | |||
Fair value of substituted stock options | 5,943,000 | |||||
SARs granted (in shares) | shares | 1,100,118 | |||||
Omnivore Technologies, Inc. | ||||||
Asset Acquisition [Line Items] | ||||||
Business combination consideration transferred | $ 49,300,000 | |||||
Goodwill | 44,919,000 | |||||
Increase in unearned revenue | 100,000 | |||||
Increase in deferred tax liability | 100,000 | |||||
Goodwill purchase accounting adjustments | 200,000 | |||||
Goodwill, deductible for tax purposes | $ 0 | |||||
Total transaction costs | $ 1,270,000 | |||||
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. | Trademarks | Discount Rate | ||||||
Asset Acquisition [Line Items] | ||||||
Intangible assets, measurement input (as a percent) | 0.110 | |||||
Omnivore Technologies, Inc. | Trademarks | 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 | $ 177,720,000 | |||||
Goodwill | 162,862,000 | |||||
Goodwill purchase accounting adjustments | (100,000) | |||||
Goodwill, deductible for tax purposes | $ 0 | 0 | ||||
Total transaction costs | $ 300,000 | $ 2,800,000 | ||||
Acquisitions, net of cash acquired | 75,133,000 | |||||
Issuance of Class A common stock | 96,644,000 | |||||
Fair value of substituted stock options | $ 5,943,000 | |||||
Business acquisition, share price (in 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 |
Acquisition - Allocation (Detai
Acquisition - Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 04, 2022 | Dec. 31, 2021 | Nov. 04, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 207,781 | $ 162,956 | $ 0 | ||
Indemnification asset current | $ 1,000 | ||||
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 | 44,919 | ||||
Accounts payable | (198) | ||||
Operating lease liability, current | (81) | ||||
Accrued expenses and other current liabilities | (101) | ||||
Unearned revenue | (226) | ||||
Operating lease liability, noncurrent | (177) | ||||
Deferred tax liability, net | (1,519) | ||||
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. | Trademarks | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 150 | ||||
Wisely Inc. | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable | 776 | ||||
Other current assets | 1,145 | ||||
Goodwill | 162,862 | ||||
Accrued expenses and other current liabilities | (1,394) | ||||
Unearned revenue | (925) | ||||
Deferred tax liability, net | (4,896) | ||||
Total purchase price, net of cash acquired and post-closing working capital adjustment | 177,720 | ||||
Wisely Inc. | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 9,631 | ||||
Wisely Inc. | Developed technology | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 10,185 | ||||
Wisely Inc. | Trademarks | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 336 |
Acquisition - Transaction Costs
Acquisition - Transaction Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Acquisition [Line Items] | |||
Sales and marketing | $ 33,596 | $ 17,971 | $ 8,545 |
General and administrative | 73,034 | $ 69,625 | $ 22,209 |
Omnivore Technologies, Inc. | |||
Asset Acquisition [Line Items] | |||
Sales and marketing | 79 | ||
General and administrative | 1,191 | ||
Total transaction costs | $ 1,270 |
Acquisition - Purchase Consider
Acquisition - Purchase Consideration (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Nov. 04, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Acquisition [Line Items] | ||||
Cash, net of cash acquired | $ 49,241 | $ 75,227 | $ 0 | |
Fair value of substituted stock options | $ 5,943 | |||
Wisely Inc. | ||||
Asset Acquisition [Line Items] | ||||
Cash, net of cash acquired | $ 75,133 | |||
Issuance of Class A common stock | 96,644 | |||
Fair value of substituted stock options | 5,943 | |||
Total purchase price, net of cash acquired and post-closing working capital adjustment | $ 177,720 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Balance as of the beginning of the period | $ 162,956 | $ 0 |
Adjustment to Wisely acquisition | (94) | 162,956 |
Omnivore Acquisition | 44,919 | |
Balance as of the end of the period | $ 207,781 | $ 162,956 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Gross Book Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 26,002 | $ 20,152 |
Accumulated Amortization | (4,304) | (517) |
Net Carrying Value | $ 21,698 | $ 19,635 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Remaining Useful Life (in years) | 4 years 11 months 8 days | 6 years |
Gross Carrying Value | $ 14,595 | $ 10,185 |
Accumulated Amortization | (2,593) | (297) |
Net Carrying Value | $ 12,002 | $ 9,888 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Remaining Useful Life (in years) | 6 years 10 months 13 days | 8 years |
Gross Carrying Value | $ 10,921 | $ 9,631 |
Accumulated Amortization | (1,539) | (201) |
Net Carrying Value | $ 9,382 | $ 9,430 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Remaining Useful Life (in years) | 1 year 11 months 12 days | 3 years |
Gross Carrying Value | $ 486 | $ 336 |
Accumulated Amortization | (172) | (19) |
Net Carrying Value | $ 314 | $ 317 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narratives (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 3,800,000 | $ 500,000 |
Goodwill and intangible asset impairment | $ 0 | $ 0 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Amortization (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 3,959 |
2024 | 3,941 |
2025 | 3,806 |
2026 | 3,798 |
2027 | 3,515 |
Thereafter | 2,679 |
Total | $ 21,698 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid software licensing fees | $ 3,197 | $ 1,888 |
Prepaid insurance | 3,717 | 1,298 |
Other | 4,773 | 2,532 |
Total prepaid expenses and other current assets | $ 11,687 | $ 5,718 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued delivery service partner fees | $ 40,846 | $ 35,441 |
Accrued compensation and benefits | 6,986 | 4,189 |
Professional and consulting fees | 1,262 | 1,806 |
Accrued taxes | 674 | 1,538 |
Other | 2,643 | 2,421 |
Total accrued expenses and other current liabilities | $ 52,411 | $ 45,395 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) $ in Thousands | Jun. 10, 2022 | Dec. 31, 2022 |
Letter of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Letters of credit outstanding, amount | $ 1,400 | |
Line of Credit | Revolving Credit Facility | ||
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 | |
Line of credit facility, accordion feature, increase limit | $ 125,000 | |
Fee on outstanding principal (as a percent) | 1% | |
Liquidity event | 3,500 | |
Debt instrument, liquidity event, term (in months) | 24 months | |
Second Amended Credit Facility | Line of Credit | Triggering Event One | ||
Debt Instrument [Line Items] | ||
Success triggering fee | $ 800 | |
Second Amended Credit Facility | Line of Credit | Triggering Event Two | ||
Debt Instrument [Line Items] | ||
Success triggering fee | 600 | |
Second Amended Credit Facility | Line of Credit | Triggering Event Three | ||
Debt Instrument [Line Items] | ||
Success triggering fee | 400 | |
Second Amended Credit Facility | Line of Credit | Triggering Event Four | ||
Debt Instrument [Line Items] | ||
Success triggering fee | 200 | |
Second Amended Credit Facility | Line of Credit | Triggering Event Five | ||
Debt Instrument [Line Items] | ||
Success triggering fee | $ 0 | |
Second Amended Credit Facility | Line of Credit | Prime Rate | ||
Debt Instrument [Line Items] | ||
Interest rate (as a percent) | 3.25% | |
Second Amended Credit Facility | Line of Credit | Prime Rate | Minimum | ||
Debt Instrument [Line Items] | ||
Basis spread (as a percent) | 0.25% | |
Second Amended Credit Facility | Line of Credit | Prime Rate | Maximum | ||
Debt Instrument [Line Items] | ||
Basis spread (as a percent) | 3.50% | |
Restated Agreement | Letter of Credit | ||
Debt Instrument [Line Items] | ||
Current borrowing capacity | 43,600 | |
Letter of credit issued amount | 25,000 | |
Amounts drawn against letter of credit | $ 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||||
Operating lease, impairment loss | $ 2,200 | $ 2,300 | ||
Impairment of assets | 100 | 100 | ||
Professional fees | $ 900 | |||
Rent expense | $ 3,300 | $ 3,300 | ||
Other lease income | 549 | |||
Operating leases, lease revenue | $ 300 | $ 300 | ||
Operating lease, payments | $ 3,600 |
Leases - Lease Expenses (Detail
Leases - Lease Expenses (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases [Abstract] | |
Operating lease costs | $ 3,459 |
OperatingLeaseIncomeComprehensiveIncomeExtensibleListNotDisclosedFlag | Other lease income |
Other lease income | $ (549) |
Total lease costs | $ 2,910 |
Leases - Maturities (Details)
Leases - Maturities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 4,259 |
2024 | 3,710 |
2025 | 3,106 |
2026 | 2,960 |
2027 | 2,960 |
Thereafter | 7,154 |
Total future minimum lease payments | 24,149 |
Less: imputed interest | (4,102) |
Total | $ 20,047 |
Leases - Weighted Average (Deta
Leases - Weighted Average (Details) | Dec. 31, 2022 |
Leases [Abstract] | |
Weighted average remaining lease term (years) | 6 years 8 months 26 days |
Weighted average discount rate | 5.59% |
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 (Deficit_2
Stockholders' Equity (Deficit) - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||
Mar. 05, 2021 vote $ / shares shares | Mar. 31, 2021 shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Sep. 07, 2022 USD ($) | |
Class of Stock [Line Items] | |||||
Stock split ratio | 17 | ||||
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | 20,000,000 | ||
Preferred stock, par value (in USD per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||
Issuance of common stock in connection with charitable donation | $ | $ 1,406,000 | $ 13,107,000 | |||
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 | ||
Number of votes per share of common stock | vote | 1 | ||||
Outstanding shares reclassified (in shares) | 105,053,030 | 78,550,530 | |||
Repurchase of common stock authorised amount | $ | $ 100,000,000 | ||||
Stock repurchased (in shares) | 2,687,592 | ||||
Stock repurchased | $ | $ (20,100,000) | ||||
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 | 345,836 | |||
Issuance of common stock in connection with charitable donation | $ | $ 1,400,000 | $ 13,100,000 | |||
Donated shares (in shares) | 518,754 | ||||
Remaining Stock Approved For Future Issuance, Percent of Remaining Shares Expected To Be Donated Charitably | 10% | ||||
Common Class B | |||||
Class of Stock [Line Items] | |||||
Common stock authorized (in shares) | 185,000,000 | 185,000,000 | 185,000,000 | ||
Number of votes per share of common stock | vote | 10 | ||||
Outstanding shares reclassified (in shares) | 124,012,926 | 57,391,687 | 79,149,659 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Common Stock Reserved for Future Issuance (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 62,765,996 | 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) | 4,988,944 | 3,760,115 |
Shares available for grant under stock option plan | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 23,358,039 | 18,994,572 |
Restricted stock units | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 4,559,917 | 1,082,980 |
Options issued and outstanding under stock option plan | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 29,859,096 | 36,716,816 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Mar. 18, 2021 | Mar. 13, 2021 | Mar. 05, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Outstanding shares exercised early (in shares) | 35,326 | 120,088 | ||||
Liability recorded for unvested shares exercised early | $ 100 | |||||
Common shares authorized for issuance (in shares) | 30,263,529 | 20,615,612 | ||||
Common stock reserved for future issuance (in shares) | 62,765,996 | 60,554,483 | ||||
SARs granted (in shares) | 1,100,118 | |||||
Stock-based compensation expense | $ 46,024 | $ 32,727 | $ 5,380 | |||
Future stock-based compensation for unvested options granted and outstanding | $ 38,000 | |||||
Outstanding stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance (in shares) | 23,358,039 | 18,994,572 | ||||
Outstanding stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expiration period (in years) | 10 years | |||||
Percent determining major stockholder (as a percent) | 10% | |||||
Percentage of fair value of shares at grant date to determine purchase price (as a percent) | 100% | |||||
Vesting period (in years) | 4 years | |||||
Weighted-average recognition period (in years) | 1 year 10 months 24 days | |||||
Outstanding stock options | 10% Stockholder | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expiration period (in years) | 5 years | |||||
Incentive stock option (ISO) and nonqualified stock option (NSO) | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percent determining major stockholder (as a percent) | 10% | |||||
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 (as a percent) | 110% | |||||
Restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period (in years) | 4 years | |||||
RSU Vested | $ 7,400 | |||||
Unrecognized compensation expense | $ 65,600 | |||||
Weighted-average recognition period (in years) | 3 years 1 month 17 days | |||||
Restricted stock units | Director | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period (in years) | 3 years | |||||
Value of awards granted | $ 300 | |||||
Options and other Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance (in shares) | 23,358,039 | 18,994,572 | ||||
Outstanding SARs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
SARs granted (in shares) | 0 | 0 | ||||
Stock-based compensation expense | $ 2,800 | |||||
Outstanding SARs | Common Class B | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued upon vesting and settlement (in shares) | 1,642,570 | |||||
ESPP | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 1,500 | $ 1,300 | ||||
ESPP | Common Class A | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of fair value of shares at grant date to determine purchase price (as a percent) | 85% | |||||
Common shares authorized for issuance (in shares) | 3,900,000 | |||||
Annual percent increase of number of shares reserved for issuance (as a percent) | 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 (as a percent) | 15% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of RSUs (Details) - Restricted stock units | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Shares | |
RSUs unvested at beginning of period (in shares) | shares | 1,082,980 |
RSUs granted (in shares) | shares | 5,188,699 |
RSUs vested (in shares) | shares | (832,940) |
RSUs forfeited and canceled (in shares) | shares | (878,822) |
RSUs unvested at end of period (in shares) | shares | 4,559,917 |
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 | 14.77 |
Weighted-average grant date fair value of RSUs vested (in USD per share) | $ / shares | 21.74 |
Weighted-average grant date fair value of RSUs forfeited and canceled (in USD per share) | $ / shares | 19.95 |
Weighted-average grant date fair value of RSUs unvested at end of period (in USD per share) | $ / shares | $ 15.57 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Nov. 04, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of options outstanding | |||
Options outstanding at beginning of period (in shares) | 36,716,816 | ||
Awards granted and awarded (in shares) | 1,100,118 | ||
Options exercised (in shares) | (6,076,639) | ||
Options forfeited and canceled (in shares) | (1,881,199) | ||
Options outstanding at end of period (in shares) | 29,859,096 | 36,716,816 | |
Options vested and expected to vest (in shares) | 29,859,096 | ||
Options exercisable (in shares) | 24,464,016 | ||
Weighted- average exercise price | |||
Weighted-average exercise price of options outstanding at beginning of period (in USD per share) | $ 3.55 | ||
Weighted-average exercise price of options granted (in USD per share) | 14.72 | ||
Weighted-average exercise price of options exercised (in USD per share) | 1.61 | ||
Weighted-average exercise price of options forfeited and canceled (in USD per share) | 7.68 | ||
Weighted-average exercise price of options outstanding at end of period (in USD per share) | 4.10 | $ 3.55 | |
Weighted-average exercise price of options vested and expected to vest (in USD per share) | 4.10 | ||
Weighted-average exercise price of options exercisable (in USD per share) | $ 2.95 | ||
Weighted-average remaining contractual term of options outstanding (in years) | 4 years 8 months 1 day | 5 years 9 months 3 days | |
Weighted-average remaining contractual term of options vested and expected to vest (in years) | 4 years 8 months 1 day | ||
Weighted-average remaining contractual term of options exercisable (in years) | 4 years 4 months 2 days | ||
Aggregate intrinsic value of shares outstanding | $ 97,523 | $ 633,730 | |
Aggregate intrinsic value of options vested and expected to vest | 97,523 | ||
Aggregate intrinsic value of shares exercisable | $ 93,897 | ||
Wisely Inc. | |||
Number of options outstanding | |||
Awards granted and awarded (in shares) | 200,000 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Additional Stock Option Disclosures (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | |||
Weighted-average grant date fair value of options granted (in USD per share) | $ 4.87 | $ 10.17 | $ 3.82 |
Intrinsic value of options exercised | $ 66,326 | $ 246,238 | $ 17,814 |
Total fair value of options vested | $ 26,668 | $ 43,769 | $ 12,684 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Black-Scholes Assumptions (Details) - Outstanding stock options - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Minimum risk-free interest rate | 1.62% | 0.50% | 0.37% |
Maximum risk-free interest rate | 2.87% | 1.06% | 1.63% |
Dividend yield | 0% | 0% | 0% |
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 | 5 years 6 months |
Volatility | 32% | 52% | 43% |
Fair value of underlying common stock (in USD per share) | $ 11.07 | $ 16.78 | $ 4.06 |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 years | 6 years 25 days | 6 years 29 days |
Volatility | 36% | 65% | 66% |
Fair value of underlying common stock (in USD per share) | $ 15.75 | $ 30.02 | $ 9.05 |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 46,024 | $ 32,727 | $ 5,380 |
Cost of Sales | Platform | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 5,457 | 2,705 | 556 |
Cost of Sales | Professional services and other | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 630 | 474 | 124 |
Research and Development Expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 14,053 | 11,283 | 1,497 |
General and Administrative Expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 20,339 | 16,137 | 2,827 |
Selling and Marketing Expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 5,545 | $ 2,128 | $ 376 |
Stock-Based Compensation - ESPP
Stock-Based Compensation - ESPP (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 05, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common shares authorized for issuance (in shares) | 30,263,529 | 20,615,612 | ||
Stock-based compensation expense | $ 46,024 | $ 32,727 | $ 5,380 | |
Shares available for grant under employee stock purchase plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 1,500 | $ 1,300 | ||
Shares available for grant under employee stock purchase plan | Common Class A | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common shares authorized for issuance (in shares) | 3,900,000 | |||
Annual percent increase of number of shares reserved for issuance (as a percent) | 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 (as a percent) | 15% | |||
Percentage of fair value of shares at grant date to determine purchase price (as a percent) | 85% |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 18, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||||
Shares exercised (in shares) | 1,681,848 | |||
Change in fair value of warrants | $ 0 | $ 18,930 | $ 12,714 | |
Outstanding redeemable convertible preferred stock warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Change in fair value of warrants | $ 18,900 | |||
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 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current income tax provision: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 238 | 340 | 189 |
Total current income tax provision | 238 | 340 | 189 |
Deferred income tax provision: | |||
Federal | (1,151) | (4,056) | 0 |
State | (368) | (840) | 0 |
Total deferred income tax benefit | (1,519) | (4,896) | 0 |
Total income tax (benefit) provision | $ (1,282) | $ (4,556) | $ 189 |
Income Taxes - Income Tax Rate
Income Taxes - Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21% | 21% | 21% |
Change in fair value of warrant | 0% | (8.53%) | 82.10% |
State and local taxes, net of federal benefit | 2.23% | 8.63% | 6.32% |
Acquisition-related deferred tax liability | 3.22% | 10.51% | 0% |
Valuation allowance | (17.66%) | (90.05%) | (107.62%) |
Stock-based compensation | 6.34% | 86.84% | 4.50% |
Executive compensation | (7.24%) | (16.81%) | 0% |
Other | (5.18%) | (1.86%) | (0.47%) |
Total provision and effective tax rate | 2.71% | 9.73% | 5.83% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Asset and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Accrued expenses | $ 968 | $ 672 |
Operating lease liabilities | 5,206 | 520 |
Stock-based compensation | 8,775 | 2,503 |
Net operating losses | 61,203 | 54,505 |
Tax credits | 1,517 | 1,331 |
Capitalized internal-use software | 5,732 | 0 |
Charitable stock donation | 3,611 | 3,187 |
Other | 159 | 160 |
Total deferred tax assets | 87,171 | 62,878 |
Less valuation allowance | (74,931) | (56,291) |
Net deferred tax assets | 12,240 | 6,587 |
Deferred tax liabilities | ||
Unearned revenue | (63) | (91) |
Operating lease right-of-use assets | (4,046) | 0 |
Intangible assets | (5,582) | (4,791) |
Deferred contract costs | (1,824) | (1,502) |
Property and equipment | (725) | (203) |
Net deferred tax liabilities | (12,240) | (6,587) |
Total net deferred tax assets (liabilities) | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | |||
Valuation allowance, increase amount | $ 18,600 | $ 45,400 | |
Total deferred income tax benefit | (1,519) | (4,896) | $ 0 |
Income tax penalties and interest accrued | 0 | 0 | $ 0 |
Federal | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 243,200 | 218,100 | |
Operating loss carryforwards, subject to expiration | 13,100 | ||
Federal | Research Tax Credit Carryforward | |||
Income Tax Contingency [Line Items] | |||
Tax credit carryforward, amount | 1,500 | 1,300 | |
State | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | $ 172,700 | $ 149,700 |
Net Loss Income per Share Att_3
Net Loss Income per Share Attributable to Common Stockholders - Schedule of EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Net (loss) income | $ (45,968) | $ (42,273) | $ 3,063 |
Less: accretion of redeemable convertible preferred stock to redemption value | 0 | (14) | (70) |
Less: undeclared 8% non-cumulative dividend on participating securities | 0 | 0 | (2,993) |
Net loss attributable to Class A and Class B common stockholders—basic | (45,968) | (42,287) | 0 |
Accretion of redeemable convertible preferred stock to redemption value | 0 | 14 | 0 |
Net loss attributable to Class A and Class B common stockholders—diluted | $ (45,968) | $ (42,273) | $ 0 |
Temporary equity dividend rate (as a percent) | 8% | 8% | 8% |
Denominator: | |||
Weighted-average Class A and Class B common shares outstanding - basic (in shares) | 161,303,397 | 123,822,838 | 20,082,338 |
Weighted-average Class A and Class B common shares outstanding - diluted (in shares) | 161,303,397 | 123,822,838 | 20,082,338 |
Net loss per share attributable to Class A and Class B common stockholders - basic (in shares) | $ (0.28) | $ (0.34) | $ 0 |
Net loss per share attributable to Class A and Class B common stockholders - diluted (in shares) | $ (0.28) | $ (0.34) | $ 0 |
Net Loss Income per Share Att_4
Net Loss Income per Share Attributable to Common Stockholders - Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 34,703,718 | 37,928,811 | 142,447,369 |
Redeemable Convertible Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 0 | 0 | 98,514,932 |
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) | 29,859,096 | 36,716,816 | 40,603,089 |
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) | 284,705 | 129,015 | 0 |
Outstanding SARs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 0 | 0 | 1,646,501 |
Outstanding redeemable convertible preferred stock warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 0 | 0 | 1,682,847 |
Outstanding common stock warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 0 | 0 | 0 |
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) | 4,559,917 | 1,082,980 | 0 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 USD ($) company boardMember | Dec. 31, 2021 USD ($) | |
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 1 | $ 1.1 |
Accounts receivables due from related parties | $ 0.3 | $ 0.3 |
Board Member | ||
Related Party Transaction [Line Items] | ||
Board members with ownership in related parties | boardMember | 2 | |
Executive Officer | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Board Member with Ownership Interest in Company, Number of Companies | company | 1 |