Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 02, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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 $0.001 per share | |
Trading Symbol | OLO | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001431695 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 109,286,996 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 54,891,834 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 286,401 | $ 350,073 |
Short-term investments | 90,382 | 98,699 |
Accounts receivable, net of expected credit losses of $1,589 and $612, respectively | 70,213 | 48,128 |
Contract assets | 395 | 336 |
Deferred contract costs | 4,088 | 2,851 |
Prepaid expenses and other current assets | 8,954 | 11,687 |
Total current assets | 460,433 | 511,774 |
Property and equipment, net of accumulated depreciation and amortization of $8,479 and $4,328, respectively | 20,201 | 11,700 |
Intangible assets, net of accumulated amortization of $7,274 and $4,304, respectively | 18,728 | 21,698 |
Goodwill | 207,781 | 207,781 |
Contract assets, noncurrent | 339 | 241 |
Deferred contract costs, noncurrent | 5,522 | 4,171 |
Operating lease right-of-use assets | 13,176 | 15,581 |
Long-term investments | 20,824 | 2,430 |
Other assets, noncurrent | 83 | 186 |
Total assets | 747,087 | 775,562 |
Current liabilities: | ||
Accounts payable | 189 | 2,259 |
Accrued expenses and other current liabilities | 59,534 | 52,411 |
Unearned revenue | 2,215 | 2,527 |
Operating lease liabilities, current | 2,796 | 3,220 |
Total current liabilities | 64,734 | 60,417 |
Unearned revenue, noncurrent | 160 | 661 |
Operating lease liabilities, noncurrent | 14,711 | 16,827 |
Other liabilities, noncurrent | 83 | 41 |
Total liabilities | 79,688 | 77,946 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Class A common stock, $0.001 par value; 1,700,000,000 shares authorized at September 30, 2023 and December 31, 2022; 109,857,980 and 105,053,030 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively. Class B common stock, $0.001 par value; 185,000,000 shares authorized at September 30, 2023 and December 31, 2022; 54,891,834 and 57,391,687 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 165 | 162 |
Preferred stock, $0.001 par value; 20,000,000 shares authorized at September 30, 2023 and December 31, 2022 | 0 | 0 |
Additional paid-in capital | 867,721 | 855,249 |
Accumulated deficit | (200,083) | (157,542) |
Accumulated other comprehensive loss | (404) | (253) |
Total stockholders’ equity | 667,399 | 697,616 |
Total liabilities and stockholders’ equity | $ 747,087 | $ 775,562 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts receivable, net of allowance | $ 1,589 | $ 612 |
Accumulated depreciation and amortization | (8,479) | (4,328) |
Accumulated amortization | $ (7,274) | $ (4,304) |
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) | 109,857,980 | 105,053,030 |
Common stock, shares outstanding (in shares) | 109,857,980 | 105,053,030 |
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) | 54,891,834 | 57,391,687 |
Common stock, shares outstanding (in shares) | 54,891,834 | 57,391,687 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Total revenue | $ 57,794 | $ 47,266 | $ 165,285 | $ 135,623 | |
Total cost of revenue | 23,229 | 15,482 | 62,757 | 42,981 | |
Gross Profit | 34,565 | 31,784 | 102,528 | 92,642 | |
Operating expenses: | |||||
Research and development | [1] | 18,035 | 19,391 | 56,806 | 54,123 |
General and administrative | [1] | 21,307 | 20,295 | 56,986 | 54,047 |
Sales and marketing | [1] | 11,363 | 8,016 | 36,438 | 25,224 |
Restructuring charges (Note 12) | 166 | 0 | 6,848 | 0 | |
Total operating expenses | 50,871 | 47,702 | 157,078 | 133,394 | |
Loss from operations | (16,306) | (15,918) | (54,550) | (40,752) | |
Other income, net: | |||||
Interest income | 4,598 | 1,525 | 12,207 | 2,110 | |
Interest expense | (43) | (70) | (165) | (116) | |
Other (expense) income | (1) | (7) | (1) | 6 | |
Total other income, net | 4,554 | 1,448 | 12,041 | 2,000 | |
Loss before income taxes | (11,752) | (14,470) | (42,509) | (38,752) | |
Provision (benefit) for income taxes | 7 | 90 | 32 | (1,010) | |
Net loss | $ (11,759) | $ (14,560) | $ (42,541) | $ (37,742) | |
Net loss per share attributable to Class A and Class B common stockholders: | |||||
Basic (in USD per share) | $ (0.07) | $ (0.09) | $ (0.26) | $ (0.23) | |
Diluted (in USD per share) | $ (0.07) | $ (0.09) | $ (0.26) | $ (0.23) | |
Weighted-average Class A and Class B common shares outstanding: | |||||
Basic (in shares) | 163,991,486 | 162,364,654 | 162,674,062 | 160,667,412 | |
Diluted (in shares) | 163,991,486 | 162,364,654 | 162,674,062 | 160,667,412 | |
Platform | |||||
Total revenue | $ 57,261 | $ 46,357 | $ 163,235 | $ 132,361 | |
Total cost of revenue | [1] | 22,203 | 14,114 | 59,537 | 38,341 |
Professional services and other | |||||
Total revenue | 533 | 909 | 2,050 | 3,262 | |
Total cost of revenue | [1] | $ 1,026 | $ 1,368 | $ 3,220 | $ 4,640 |
[1]The following reclassifications were made to conform the prior year periods presented to the current year presentation: • For the three months ended September 30, 2022, $0.6 million was reclassified from general and administrative expense as follows: $0.2 million into platform cost of revenue, $0.1 million into sales and marketing expenses, and $0.3 million into research and development expenses. • For the nine months ended September 30, 2022, $2.0 million was reclassified from general and administrative expense as follows: $0.6 million into platform cost of revenue, $0.1 million into professional services and other cost of revenue, $0.3 million into sales and marketing expenses, and $1.0 million into research and development expenses. Such reclassifications had no effect on previously reported operating loss, net loss, or accumulated deficit. See “Note 2—Significant Accounting Policies” for additional information on the reclassifications. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
General and administrative | [1] | $ 21,307 | $ 20,295 | $ 56,986 | $ 54,047 |
Total cost of revenue | 23,229 | 15,482 | 62,757 | 42,981 | |
Sales and marketing | [1] | 11,363 | 8,016 | 36,438 | 25,224 |
Research and development | [1] | 18,035 | 19,391 | 56,806 | 54,123 |
Platform | |||||
Total cost of revenue | [1] | 22,203 | 14,114 | 59,537 | 38,341 |
Professional services and other | |||||
Total cost of revenue | [1] | $ 1,026 | 1,368 | $ 3,220 | 4,640 |
Revision of Prior Period, Reclassification, Adjustment | |||||
General and administrative | (600) | (2,000) | |||
Sales and marketing | 100 | 300 | |||
Research and development | 300 | 1,000 | |||
Revision of Prior Period, Reclassification, Adjustment | Platform | |||||
Total cost of revenue | $ 200 | 600 | |||
Revision of Prior Period, Reclassification, Adjustment | Professional services and other | |||||
Total cost of revenue | $ 100 | ||||
[1]The following reclassifications were made to conform the prior year periods presented to the current year presentation: • For the three months ended September 30, 2022, $0.6 million was reclassified from general and administrative expense as follows: $0.2 million into platform cost of revenue, $0.1 million into sales and marketing expenses, and $0.3 million into research and development expenses. • For the nine months ended September 30, 2022, $2.0 million was reclassified from general and administrative expense as follows: $0.6 million into platform cost of revenue, $0.1 million into professional services and other cost of revenue, $0.3 million into sales and marketing expenses, and $1.0 million into research and development expenses. Such reclassifications had no effect on previously reported operating loss, net loss, or accumulated deficit. See “Note 2—Significant Accounting Policies” for additional information on the reclassifications. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (11,759) | $ (14,560) | $ (42,541) | $ (37,742) |
Other comprehensive income (loss): | ||||
Unrealized gain (loss) on investments | 57 | (169) | (151) | (420) |
Total other comprehensive income (loss) | 57 | (169) | (151) | (420) |
Comprehensive loss | $ (11,702) | $ (14,729) | $ (42,692) | $ (38,162) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) - 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, 2021 | 157,700,189 | ||||
Beginning balance at Dec. 31, 2021 | $ 701,750 | $ 158 | $ 813,166 | $ (111,574) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock on exercise of stock options (in shares) | 1,851,334 | ||||
Issuance of common stock on exercise of stock options | 2,307 | $ 2 | 2,305 | ||
Vesting of restricted stock units (in shares) | 136,662 | ||||
Stock-based compensation | 12,457 | 12,457 | |||
Net loss | (11,509) | (11,509) | |||
Ending balance (in shares) at Mar. 31, 2022 | 159,688,185 | ||||
Ending balance at Mar. 31, 2022 | 705,005 | $ 160 | 827,928 | (123,083) | 0 |
Beginning balance (in shares) at Dec. 31, 2021 | 157,700,189 | ||||
Beginning balance at Dec. 31, 2021 | 701,750 | $ 158 | 813,166 | (111,574) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Other comprehensive income | (420) | ||||
Net loss | (37,742) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 163,484,846 | ||||
Ending balance at Sep. 30, 2022 | 711,001 | $ 163 | 860,574 | (149,316) | (420) |
Beginning balance (in shares) at Mar. 31, 2022 | 159,688,185 | ||||
Beginning balance at Mar. 31, 2022 | 705,005 | $ 160 | 827,928 | (123,083) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock on exercise of stock options (in shares) | 1,118,331 | ||||
Issuance of common stock on exercise of stock options | 2,323 | $ 1 | 2,322 | ||
Issuance of common stock under the Employee Stock Purchase Plan (in shares) | 193,267 | ||||
Issuance of common stock under the Employee Stock Purchase Plan | 1,764 | 1,764 | |||
Vesting of restricted stock units (in shares) | 199,738 | ||||
Stock-based compensation | 11,750 | 11,750 | |||
Other comprehensive income | (251) | (251) | |||
Net loss | (11,673) | (11,673) | |||
Ending balance (in shares) at Jun. 30, 2022 | 161,199,521 | ||||
Ending balance at Jun. 30, 2022 | 708,918 | $ 161 | 843,764 | (134,756) | (251) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock on exercise of stock options (in shares) | 1,945,436 | ||||
Issuance of common stock on exercise of stock options | 3,030 | $ 2 | 3,028 | ||
Vesting of restricted stock units (in shares) | 166,971 | ||||
Issuance of common stock in connection with charitable donation | 1,406 | 1,406 | |||
Issuance of common stock in connection with charitable donation (in shares) | 172,918 | ||||
Stock-based compensation | 12,376 | 12,376 | |||
Other comprehensive income | (169) | (169) | |||
Net loss | (14,560) | (14,560) | |||
Ending balance (in shares) at Sep. 30, 2022 | 163,484,846 | ||||
Ending balance at Sep. 30, 2022 | 711,001 | $ 163 | 860,574 | (149,316) | (420) |
Beginning balance (in shares) at Dec. 31, 2022 | 162,444,717 | ||||
Beginning balance at Dec. 31, 2022 | 697,616 | $ 162 | 855,249 | (157,542) | (253) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock on exercise of stock options (in shares) | 1,055,108 | ||||
Issuance of common stock on exercise of stock options | 2,365 | $ 1 | 2,364 | ||
Vesting of restricted stock units (in shares) | 802,576 | ||||
Vesting of restricted stock units | 0 | $ 1 | (1) | ||
Repurchase of common stock (in shares) | (2,652,372) | ||||
Repurchase of common stock | (20,052) | $ (2) | (20,050) | ||
Stock-based compensation | 15,127 | 15,127 | |||
Other comprehensive income | 197 | 197 | |||
Net loss | (13,706) | (13,706) | |||
Ending balance (in shares) at Mar. 31, 2023 | 161,650,029 | ||||
Ending balance at Mar. 31, 2023 | 681,547 | $ 162 | 852,689 | (171,248) | (56) |
Beginning balance (in shares) at Dec. 31, 2022 | 162,444,717 | ||||
Beginning balance at Dec. 31, 2022 | 697,616 | $ 162 | 855,249 | (157,542) | (253) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Other comprehensive income | (151) | ||||
Net loss | (42,541) | ||||
Ending balance (in shares) at Sep. 30, 2023 | 164,749,814 | ||||
Ending balance at Sep. 30, 2023 | 667,399 | $ 165 | 867,721 | (200,083) | (404) |
Beginning balance (in shares) at Mar. 31, 2023 | 161,650,029 | ||||
Beginning balance at Mar. 31, 2023 | 681,547 | $ 162 | 852,689 | (171,248) | (56) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock on exercise of stock options (in shares) | 1,528,955 | ||||
Issuance of common stock on exercise of stock options | 3,098 | $ 1 | 3,097 | ||
Issuance of common stock under the Employee Stock Purchase Plan (in shares) | 253,973 | ||||
Issuance of common stock under the Employee Stock Purchase Plan | 1,463 | 1,463 | |||
Vesting of restricted stock units (in shares) | 1,006,863 | ||||
Vesting of restricted stock units | 0 | $ 1 | (1) | ||
Repurchase of common stock (in shares) | (1,409,420) | ||||
Repurchase of common stock | (10,047) | $ (1) | (10,046) | ||
Stock-based compensation | 15,278 | 15,278 | |||
Other comprehensive income | (405) | (405) | |||
Net loss | (17,076) | (17,076) | |||
Ending balance (in shares) at Jun. 30, 2023 | 163,030,400 | ||||
Ending balance at Jun. 30, 2023 | 673,858 | $ 163 | 862,480 | (188,324) | (461) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock on exercise of stock options (in shares) | 2,621,027 | ||||
Issuance of common stock on exercise of stock options | 3,379 | $ 3 | 3,376 | ||
Vesting of restricted stock units (in shares) | 939,671 | ||||
Vesting of restricted stock units | 0 | $ 1 | (1) | ||
Repurchase of common stock (in shares) | (2,014,202) | ||||
Repurchase of common stock | (13,035) | $ (2) | (13,033) | ||
Issuance of common stock in connection with charitable donation | 1,136 | 1,136 | |||
Issuance of common stock in connection with charitable donation (in shares) | 172,918 | ||||
Stock-based compensation | 13,763 | 13,763 | |||
Other comprehensive income | 57 | 57 | |||
Net loss | (11,759) | (11,759) | |||
Ending balance (in shares) at Sep. 30, 2023 | 164,749,814 | ||||
Ending balance at Sep. 30, 2023 | $ 667,399 | $ 165 | $ 867,721 | $ (200,083) | $ (404) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating activities | ||
Net loss | $ (42,541) | $ (37,742) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 7,283 | 4,285 |
Stock-based compensation | 41,341 | 35,104 |
Charitable donation of Class A common stock | 1,136 | 1,406 |
Provision for expected credit losses | 1,495 | 263 |
Non-cash lease expense | 2,079 | 1,706 |
Deferred income tax benefit | 0 | (1,421) |
Loss on disposal of assets | 38 | 0 |
Non-cash impairment charges | 0 | 2,806 |
Other non-cash operating activities, net | (1,883) | (560) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (23,580) | (602) |
Contract assets | (156) | (66) |
Prepaid expenses and other current assets | 2,835 | (404) |
Deferred contract costs | (2,588) | (537) |
Accounts payable | (2,069) | (452) |
Accrued expenses and other current liabilities | 7,189 | 927 |
Operating lease liabilities | (2,226) | (1,893) |
Unearned revenue | (812) | (558) |
Other liabilities, noncurrent | 76 | 136 |
Net cash (used in) provided by operating activities | (12,383) | 2,398 |
Investing activities | ||
Purchases of property and equipment | 0 | (454) |
Capitalized internal-use software | (10,023) | (6,997) |
Acquisitions, net of cash acquired | 0 | (49,241) |
Purchases of investments | (96,501) | (114,006) |
Sales and maturities of investments | 88,155 | 11,388 |
Net cash used in investing activities | (18,369) | (159,310) |
Financing activities | ||
Cash received for employee payroll tax withholdings | 13,902 | 7,083 |
Cash paid for employee payroll tax withholdings | (13,896) | (7,012) |
Payment of deferred offering costs | 0 | (423) |
Proceeds from exercise of stock options and purchases under employee stock purchase plan | 10,208 | 9,218 |
Repurchase of common stock | (43,134) | 0 |
Net cash (used in) provided by financing activities | (32,920) | 8,866 |
Net decrease in cash and cash equivalents | (63,672) | (148,046) |
Cash and cash equivalents, beginning of period | 350,073 | 514,445 |
Cash and cash equivalents, end of period | 286,401 | 366,399 |
Supplemental disclosure of non-cash investing and financing activities | ||
Vesting of early exercised stock options | 97 | 174 |
Capitalization of stock-based compensation for internal-use software | $ 2,827 | $ 1,856 |
Business
Business | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | BusinessOlo 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. 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 guest data. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. The December 31, 2022 condensed consolidated balance sheet was derived from the audited financial statements as of that date, but may not include all disclosures including certain footnotes required by U.S. GAAP on an annual reporting basis. These unaudited condensed consolidated financial statements have been prepared on a basis consistent with our annual financial statements and, in the opinion of management, reflect all adjustments, which include all normal recurring adjustments necessary to fairly state our financial position as of September 30, 2023, our results of operations and comprehensive loss for the three and nine months ended September 30, 2023 and 2022 and our cash flows for the nine months ended September 30, 2023 and 2022, respectively. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023 or for any other future annual or interim period. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K filed with the SEC on February 24, 2023. All intercompany balances and transactions have been eliminated in consolidation. Effective January 1, 2023, we began allocating certain employee-related costs to platform cost of revenues, professional services and other cost of revenues, sales and marketing, and research and development expenses. Previously, such costs had been presented within general and administrative expenses on our condensed consolidated statement of operations. These costs are allocated based on each department’s proportionate share of total employee headcount. We determined that these changes would better reflect industry practice and provide more meaningful information as well as increased transparency of our operations. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. We regularly assess these estimates, including but not limited to, stock-based compensation including the determination of the fair value of our stock-based awards, realization of deferred tax assets, estimated life of our long-lived assets, purchase price allocations for business combinations, valuation of the acquired intangibles purchased in a business combination, valuation of goodwill, estimated standalone selling price of our performance obligations, and estimated consideration for implementation services and transactional revenue in certain arrangements. We base these estimates on historical experience and on various other market-specific and relevant assumptions that we believe to be reasonable under the circumstances. Actual results could differ from these estimates and such differences could be material to our financial position and results of operations. Significant Accounting Policies Our significant accounting policies are outlined in Note 2, “Significant Accounting Policies” in the Notes to Consolidated Financial Statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2022. During the nine months ended September 30, 2023, there were no material changes to our significant accounting policies from those described in our Annual Report on Form 10-K for the year ended December 31, 2022. 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. We received restricted cash on behalf of the subtenant of our former corporate headquarters at One World Trade Center in advance of certain future rental obligations that will be due from the subtenant. The balance we received on behalf of the subtenant of $2.7 million is included in cash and cash equivalents in the condensed consolidated balance sheets as of September 30, 2023. See “Note 10—Commitments and Contingencies” for more details. Concentrations of Business and Credit Risk We are exposed to concentrations of credit risk primarily through our cash and short- and long-term investments held by financial institutions. We primarily deposit our cash, cash equivalents, and investments with financial institutions that management believes are of high credit quality and the amounts on deposit may exceed federally insured limits at various times. We have not experienced any significant losses in such accounts and believe we are not exposed to any significant risk. For the three months ended September 30, 2023 and 2022, one customer accounted for 12% of our revenue. For the nine months ended September 30, 2023 and 2022, one customer accounted for 12% of our revenue. Credit Facility 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 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 Amended and Restated Loan and Security Agreement, dated February 11, 2020, as amended (the “Prior LSA”), as well as certain non-financial covenants, including, but not limited to, limitations on our ability to incur additional indebtedness or liens, pay dividends, or make certain investments. We were in compliance with these covenants as of September 30, 2023. As of September 30, 2023 , we had $43.6 million of commitments available under the Second Amended and Restated LSA, after consideration of $25.0 million in our letter of credit to DoorDash and $1.4 million in our letter of credit on the lease of our former corporate headquarters at One World Trade Center. As of September 30, 2023, we had no outstanding borrowings under the line of credit , and no amounts have been drawn against any of our letters of credit. Recent Accounting Pronouncements There have been no recent accounting pronouncements, changes in accounting pronouncements, or recently adopted accounting guidance during the nine months ended September 30, 2023 that are of significance or potential significance to us. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The following table disaggregates revenue by type (in thousands): Three Months Ended September 30, 2023 Platform Professional Total Timing of revenue recognition Transferred over time $ 25,158 $ 533 $ 25,691 Transferred at a point in time 32,103 — 32,103 Total revenue $ 57,261 $ 533 $ 57,794 Three Months Ended September 30, 2022 Platform Professional Total Timing of revenue recognition Transferred over time $ 23,919 $ 909 $ 24,828 Transferred at a point in time 22,438 — 22,438 Total revenue $ 46,357 $ 909 $ 47,266 Nine Months Ended September 30, 2023 Platform Professional Total Timing of revenue recognition Transferred over time $ 74,518 $ 2,050 $ 76,568 Transferred at a point in time 88,717 — 88,717 Total revenue $ 163,235 $ 2,050 $ 165,285 Nine Months Ended September 30, 2022 Platform Professional Total Timing of revenue recognition Transferred over time $ 67,710 $ 3,262 $ 70,972 Transferred at a point in time 64,651 — 64,651 Total revenue $ 132,361 $ 3,262 $ 135,623 Contract Balances Contract Assets Professional services revenue is generally recognized ratably over the implementation period, beginning on the commencement date of each contract. Platform revenue is recognized as the services are delivered. Under ASC Topic 606, we record a contract asset when revenue recognized on a contract exceeds the billings. Our standard billing terms are monthly; however, the billings may not be consistent with the pattern of recognition, based on when services are performed. Contract assets were $0.7 million and $0.6 million as of September 30, 2023 and December 31, 2022, 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 nine months ended September 30, 2023, we recognized $1.4 million of revenue related to contracts that were included in unearned revenue at December 31, 2022. As of September 30, 2023, our remaining performance obligations were approximately $29.4 million, approximately 53% of which we expect to recognize as revenue over the next twelve months, and substantially all of the remaining revenue will be recognized thereafter over the next 24 to 48 months. These amounts only include contracts subject to a guaranteed fixed amount or the guaranteed minimum under variable contracts. Unrecognized revenues under contracts disclosed above do not include: (1) contracts with an original expected term of one year or less; (2) contracts for which variable consideration is determined based on the customer’s subsequent sale or usage; and (3) agreements for which our right to invoice corresponds with the value provided to the customer. Deferred Contract Costs 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. The following table summarizes the activity of current and non-current deferred contract costs (in thousands): Balance at December 31, 2022 $ 7,022 Capitalization of deferred contract costs 5,975 Amortization of deferred contract costs (3,387) Balance at September 30, 2023 $ 9,610 |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 inputs: Based on unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs: Based on observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 inputs: Based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities, and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The following tables present the costs, net unrealized losses, and fair value by major security type for our investments as of September 30, 2023 and December 31, 2022 (in thousands): As of September 30, 2023 Cost Net Unrealized Losses Fair Value Cash and Cash equivalents Short-term Investments Long-term Investments Cash (1) $ 112,924 $ — $ 112,924 $ 112,924 $ — $ — Level 1: Money market funds 173,477 — 173,477 173,477 — — Commercial paper 19,177 (9) 19,168 — 19,168 — Subtotal 192,654 (9) 192,645 173,477 19,168 — Level 2: Certificates of deposit 22,790 — 22,790 — 22,790 — U.S. Government and agency securities 45,682 (308) 45,374 — 31,376 13,998 Corporate bonds 23,961 (87) 23,874 — 17,048 6,826 Subtotal 92,433 (395) 92,038 — 71,214 20,824 Level 3: — — — — — — Total $ 398,011 $ (404) $ 397,607 $ 286,401 $ 90,382 $ 20,824 (1) We received restricted cash on behalf of the subtenant of our former corporate headquarters at One World Trade Center in advance of certain future rental obligations that will be due from the subtenant and have included this in cash and cash equivalents in the condensed consolidated balance sheets. See “Note 10—Commitments and Contingencies” for more details. 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 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. No material impairment charges were recorded during the nine months ended September 30, 2023. For the nine months ended September 30, 2022 we recorded a non-cash impairment charge of $0.5 million related to the estimated fair value of a portion of our capitalized internal-use software that was non-recoverable and a non-cash impairment charge of $2.3 million related to our right-of-use asset and furniture and fixtures in connection with the sublease of our former corporate headquarters at One World Trade Center. 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. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Omnivore Acquisition On February 20, 2022, we signed a definitive agreement to acquire Omnivore Technologies, Inc. (“Omnivore”), a restaurant technology provider that connects restaurants’ Point of Sale systems with technologies that improve efficiency and increase profitability. We closed the acquisition on March 4, 2022 for total consideration of approximately $49.3 million in cash, net of cash acquired and a post-closing working capital adjustment. The operating results of Omnivore have been included in our condensed consolidated statement of operations since the acquisition date. Actual results of operations from the date of acquisition through September 30, 2023 and supplemental pro forma revenue and results of operations have not been presented because the effects were not material to the condensed consolidated financial statements. We have finalized the valuation of assets acquired and liabilities assumed for the acquisition of Omnivore as of March 31, 2023. Purchase Price Allocation The following table summarizes the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed of Omnivore (in thousands): Final Purchase Price Allocation 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) Accrued expenses and other current liabilities (101) Unearned revenue (226) Operating lease liability, current (81) 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 We recorded $0.4 million in transaction-related expenses for the nine months ended September 30, 2023 primarily related to professional fees and sales taxes associated with the acquisition of Omnivore and the acquisition of Wisely, Inc in November 2021. We recorded $1.5 million |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): As of September 30, 2023 As of December 31, 2022 Accrued delivery service partner fees $ 43,917 $ 40,846 Accrued compensation and benefits 7,784 6,986 Sublease liability (1) 2,677 — Professional and consulting fees 1,190 1,262 Accrued taxes 927 674 Other 3,039 2,643 Total accrued expenses and other current liabilities $ 59,534 $ 52,411 (1) We received restricted cash on behalf of the subtenant of our former corporate headquarters at One World Trade Center in advance of certain future rental obligations that will be due from the subtenant. See “Note 10—Commitments and Contingencies” for more details. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Repurchases of Common Stock On September 7, 2022, our Board of Directors authorized a program to repurchase up to $100 million of our Class A common stock (the “Stock Buyback Program”). Under the Stock Buyback Program, shares of common stock may be repurchased from time to time on a discretionary basis through open market repurchases, privately negotiated transactions, block purchases, or other means, and will be structured to occur in compliance with applicable securities laws. The Stock Buyback Program does not obligate us to acquire any specific number of shares. In addition, open market repurchases of common stock could be made pursuant to our trading plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would permit us to repurchase common stock at a time that we might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions. 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 under the Stock Buyback Program have to date been, and are expected in the future to be, 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. The following table summarizes the share repurchase activity of our Class A common stock under the Stock Buyback Program for the periods presented (in thousands, except share and per share amounts): Total Number of Shares Purchased Average Price Paid per Share (1) Value of Shares Repurchased (1) Remaining Amount Authorized Balance as of January 1, 2023 $ 80,000 Repurchases of common stock for the three months ended: March 31, 2023 2,652,372 $ 7.54 $ 20,000 (20,000) June 30, 2023 1,409,420 $ 7.11 $ 10,018 (10,018) September 30, 2023 2,014,202 $ 6.45 $ 12,995 (12,995) Total 6,075,994 $ 7.08 $ 43,013 $ 36,987 (1) Average price paid per share and value of shares excludes broker commission fees. 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 $1.1 million as a non-cash general and administrative expense in our condensed consolidated statement of operations for the three and nine months ended September 30, 2023. We donated 172,918 shares of our Class A common stock and recognized $1.4 million as a non-cash general and administrative expense for the three and nine months ended September 30, 2022. Through September 30, 2023, we have donated a total of 691,672 shares of our Class A common stock. We expect to donate 1/10th of the total remaining approved shares into the fund annually. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The 2021 Equity Incentive Plan (“2021 Plan”) provides for the issuance of incentive and nonqualified stock options, SARs, restricted stock, restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), and other awards, to employees, directors, consultants, and advisors. Pursuant to the evergreen provisions of the 2021 Plan, the Board of Directors approved an automatic increase of 8,124,002 additional shares of Class A common stock reserved and available for issuance under the 2021 Plan effective as of January 1, 2023. As of September 30, 2023 and December 31, 2022 the maximum number of shares authorized for issuance to participants under the Plans was 40,185,923 and 30,263,529, respectively. As of September 30, 2023 and December 31, 2022, the number of shares available for issuance to participants under the Plans was 24,812,139 and 23,358,039, respectively. Restricted Stock Units and Performance-Based Restricted Stock Units Starting in 2023, we began awarding PSUs in addition to the RSUs at fixed dollar amounts. The target number of shares underlying the RSU and PSU awards was determined based on the higher of (a) the 30-trading day average price preceding the grant date or (b) the floor price as determined by the Compensation Committee of the Board of Directors for the calendar year. The amount of PSUs issued will depend on the achievement of financial metrics relative to the approved performance targets. Depending on the actual financial metrics achieved relative to the target financial metrics, the number of PSUs issued could range from 0% to 120% of the target amount. The following table summarizes the activity for the unvested RSUs and PSUs during the nine months ended September 30, 2023: Shares Weighted- Unvested at December 31, 2022 4,559,917 $ 15.57 Granted 10,920,422 7.04 Vested (2,749,110) 10.55 Forfeited and canceled (2,326,701) 11.22 Unvested at September 30, 2023 10,404,528 $ 8.92 The total fair value of RSUs vested during the nine months ended September 30, 2023 was $19.8 million. Future stock-based compensation for unvested RSUs and PSUs awarded as of September 30, 2023 was approximately $87.3 million and is expected to be recognized over a weighted-average period of 3.14 years. 2021 Employee Stock Purchase Plan The employee stock purchase plan (“2021 ESPP”) current offering period began in June 2023 and ends in December 2023. Pursuant to the evergreen provisions of the 2021 ESPP, the Board of Directors approved an automatic increase of 1,050,883 additional shares of Class A common stock reserved and available for issuance under the 2021 ESPP effective as of January 1, 2023. As of September 30, 2023, a total of 5,785,854 shares are available for issuance to employees under the 2021 ESPP. For the nine months ended September 30, 2023 and 2022, we recorded approximately $0.9 million and $1.2 million of compensation expense associated with our 2021 ESPP, respectively. Stock-Based Compensation Expense The classification of stock-based compensation expense, which includes expense for stock options, RSUs, PSUs, and ESPP charges, by line item within the condensed consolidated statements of operations was as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Cost of revenue - platform $ 1,661 $ 1,367 $ 5,159 $ 4,269 Cost of revenue - professional services and other 165 167 528 565 Research and development 3,628 3,571 11,730 10,382 General and administrative 5,506 5,442 16,093 15,567 Sales and marketing 1,553 1,372 6,103 4,321 Restructuring charges — — 1,728 — Total stock-based compensation expense $ 12,513 $ 11,919 $ 41,341 $ 35,104 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We recorded a provision for income taxes resulting in an effective tax rate of (0.08)% for the nine months ended September 30, 2023. We recorded a benefit for income taxes resulting in an effective tax rate of 2.61% for the nine months ended September 30, 2022. The effective tax rate for the nine months ended September 30, 2023 is driven primarily by adjustments to the full valuation allowance on our deferred tax assets and adjustments for share-based compensation. We maintain a full valuation allowance on our net federal and state deferred tax assets as we have concluded that it is more likely than not the deferred tax assets will not be realized. We evaluated the available evidence supporting the realization of our deferred tax assets, including the amount and timing of future taxable income, and determined that it is more likely than not that our net deferred tax assets will not be realized. Due to uncertainties surrounding the realization of the deferred tax assets, we maintain a full valuation allowance against substantially all of our net deferred tax assets. When we determine that we will be able to realize some portion or all of our deferred tax assets, an adjustment to our valuation allowance on our deferred tax assets would have the effect of increasing net income in the period such determination is made. We applied ASC 740, Income Taxes |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
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 class action lawsuit was filed in the United States District Court for the Southern District of New York asserting claims under the federal securities laws against us and certain of our executive officers. On December 21, 2022, the Court appointed a lead plaintiff and lead counsel on behalf of the putative class, following which the case was captioned Steamship Trade Association of Baltimore - International Longshoremen’s Association Pension Fund v. Olo Inc., et al. (Case No.1:22-cv-08228-JSR). On August 9, 2023, lead plaintiff filed a second amended complaint asserting claims on behalf of a putative class composed of all persons who purchased or otherwise acquired our securities between March 17, 2021 and August 11, 2022, inclusive (the “Second Amended Complaint”). The Second Amended Complaint asserts a claim against all defendants for alleged violations of Section 10(b) of the Exchange Act and Rule 10b5 promulgated thereunder and a claim under Section 20(a) of the Exchange Act against Mr. Glass, our Chief Executive Officer, and Mr. Benevides, our Chief Financial Officer, as alleged controlling persons. The Second Amended Complaint alleges that defendants made materially false and misleading statements concerning, among other things, our business relationship with the restaurant brand Subway, our financial position, our enterprise market segment, and our publicly disclosed “active locations” counts, and that these alleged false and misleading statements caused losses and damages for members of the putative class. The Second Amended Complaint seeks unspecified damages, interest, costs and attorneys’ fees, and other unspecified relief that the Court deems appropriate. On August 24, 2023, we filed a motion to dismiss the Second Amended Complaint. On September 26, 2023, the Court issued a summary order granting in part and denying in part our motion to dismiss, dismissing the claims in the Second Amended Complaint to the extent they are premised on misstatements about Subway, our financial prospects, and our prospects in the enterprise market, but permitting the remaining claims to proceed. Under the current schedule, a final pre-trial conference is set for January 25, 2024. We are unable to predict the outcome, or the reasonably possible loss or range of loss, if any, related to this matter. On May 4, 2023, Cashondra Floyd, an alleged Olo stockholder, derivatively and on behalf of us as a nominal defendant, filed a complaint in the U.S. District Court for the Southern District of New York against certain of our directors and officers (the “Derivative Defendants”), captioned Floyd v. Glass, et al. (Case No. 1:23-cv-03770). On May 25, 2023, the plaintiff voluntary dismissed her complaint and refiled in the Court of the Chancery of the State of Delaware (C.A. No. 2023-0560) (the “Floyd Derivative Complaint”). The Floyd Derivative Complaint alleges that, between at least August 10, 2021 and August 11, 2022, the Derivative Defendants caused, or failed to prevent, our alleged issuance of materially false and misleading statements concerning our business relationship with the restaurant brand Subway and our publicly disclosed “active locations” counts. The Floyd Derivative Complaint asserts claims for breaches of fiduciary duty, aiding and abetting breach of fiduciary duty, and waste of corporate assets. The Floyd Derivative Complaint seeks a judgment declaring that the plaintiff may bring the action on behalf of us in a derivative capacity; awarding us damages for the Derivative Defendants’ alleged breaches of fiduciary duty, and waste of corporate assets; requiring us to reform and improve our corporate governance and internal procedures; ordering the Derivative Defendants to pay restitution to us; awarding the plaintiff her costs, fees, and expenses, including attorney’s fees; and granting such other relief that the Court determines to be appropriate. On June 1, 2023, the Court granted the parties’ stipulation to stay the Floyd Derivative Complaint. We are unable to predict the outcome, or the reasonably possible loss or range of loss, if any, related to this matter. We are a party to various lawsuits and claims in the ordinary course of business, including the matter described above. Future litigation may be necessary to defend ourselves or our customers by determining the scope, enforceability, and validity of third-party proprietary rights or to establish our proprietary rights. Defending such proceedings is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. Leases During March 2023, we abandoned our office lease located at 26 Broadway, New York, New York, resulting in a reduction of $0.3 million to operating lease right-of-use assets and operating lease liabilities, respectively. On April 18, 2023, we entered into an agreement with our landlord that provided for an early termination of our office lease located at 26 Broadway, New York, New York. We received restricted cash on behalf of the subtenant of our former corporate headquarters at One World Trade Center in advance of certain future rental obligations that will be due from the subtenant. The balance we received on behalf of the subtenant of $2.7 million is included in cash and cash equivalents, with an equal and offsetting liability in accrued expenses and other current liabilities in the condensed consolidated balance sheets as of September 30, 2023. Sublease income was $0.6 million and $0.1 million for the three months ended September 30, 2023 and 2022, respectively. Sublease income was $1.9 million and $0.3 million for the nine months ended September 30, 2023 and 2022, respectively. |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders A reconciliation of net loss available to common stockholders and the number of shares in the calculation of basic net loss per share is as follows (in thousands, except share and per share data): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Numerator: Net loss attributable to Class A and Class B common stockholders $ (11,759) $ (14,560) $ (42,541) $ (37,742) Denominator: Weighted-average Class A and Class B common shares outstanding—basic and diluted 163,991,486 162,364,654 162,674,062 160,667,412 Net loss per share attributable to Class A and Class B common stockholders––basic and diluted $ (0.07) $ (0.09) $ (0.26) $ (0.23) The following potential common shares were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Outstanding stock options 22,730,187 31,960,236 22,730,187 31,960,236 Outstanding restricted and performance-based stock units 10,404,528 4,710,098 10,404,528 4,710,098 Outstanding shares estimated to be purchased under ESPP 192,422 125,128 192,422 125,128 Total 33,327,137 36,795,462 33,327,137 36,795,462 |
Restructuring Charges
Restructuring Charges | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges On June 14, 2023, we completed the Restructuring Plan and had a reduction of our workforce by approximately 11% to reorganize our business to better focus our investments on customer needs and to support long-term growth objectives. We incurred charges of $6.8 million in connection with the Restructuring Plan for the nine months ended September 30, 2023, consisting of the following: $4.5 million related to severance expense and payroll taxes, $1.7 million related to stock-based compensation expense due to the acceleration of equity awards, and $0.6 million related to other employee benefits. These expenses are recorded within the restructuring charges line item in the condensed consolidated statement of operations. The following table summarizes the restructuring liabilities, which are recorded within accrued expenses and other current liabilities on the condensed consolidated balance sheets, as of September 30, 2023 (in thousands): Balance at January 1, 2023 $ — Charges 6,682 Payments (2,726) Balance at June 30, 2023 3,956 Charges 166 Payments (4,004) Balance at September 30, 2023 $ 118 The actions associated with the Restructuring Plan were fully completed during the nine months ended September 30, 2023 and we do not expect to incur any material additional charges under this plan. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net loss | $ (11,759) | $ (17,076) | $ (13,706) | $ (14,560) | $ (11,673) | $ (11,509) | $ (42,541) | $ (37,742) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 shares | Sep. 30, 2023 shares | |
Trading Arrangements, by Individual | ||
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
David Frankel [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On August 7, 2023, Raqtinda Investments LLC (“Raqtinda”), an investment vehicle of which David Frankel, a member of our Board of Directors, is a manager, adopted a trading arrangement for the sale of shares of our Class B common stock (the “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). The Rule 10b5-1 Trading Plan, which has a term of one year from the date of adoption, provides for the sale of up to 2,990,000 shares of our Class B common stock pursuant to the terms of the Rule 10b5-1 Trading Plan. | |
Name | David Frankel | |
Title | member of our Board of Directors | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | August 7, 2023 | |
Arrangement Duration | 366 days | |
Aggregate Available | 2,990,000 | 2,990,000 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. The December 31, 2022 condensed consolidated balance sheet was derived from the audited financial statements as of that date, but may not include all disclosures including certain footnotes required by U.S. GAAP on an annual reporting basis. These unaudited condensed consolidated financial statements have been prepared on a basis consistent with our annual financial statements and, in the opinion of management, reflect all adjustments, which include all normal recurring adjustments necessary to fairly state our financial position as of September 30, 2023, our results of operations and comprehensive loss for the three and nine months ended September 30, 2023 and 2022 and our cash flows for the nine months ended September 30, 2023 and 2022, respectively. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023 or for any other future annual or interim period. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K filed with the SEC on February 24, 2023. All intercompany balances and transactions have been eliminated in consolidation. Effective January 1, 2023, we began allocating certain employee-related costs to platform cost of revenues, professional services and other cost of revenues, sales and marketing, and research and development expenses. Previously, such costs had been presented within general and administrative expenses on our condensed consolidated statement of operations. These costs are allocated based on each department’s proportionate share of total employee headcount. We determined that these changes would better reflect industry practice and provide more meaningful information as well as increased transparency of our operations. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. 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 |
Concentrations of Business | Concentrations of Business and Credit RiskWe are exposed to concentrations of credit risk primarily through our cash and short- and long-term investments held by financial institutions. We primarily deposit our cash, cash equivalents, and investments with financial institutions that management believes are of high credit quality and the amounts on deposit may exceed federally insured limits at various times. We have not experienced any significant losses in such accounts and believe we are not exposed to any significant risk. For the three months ended September 30, 2023 and 2022, one customer accounted for 12% of our revenue. For the nine months ended September 30, 2023 and 2022, one customer accounted for 12% of our revenue. |
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. We received restricted cash on behalf of the subtenant of our former corporate headquarters at One World Trade Center in advance of certain future rental obligations that will be due from the subtenant. The balance we received on behalf of the subtenant of $2.7 million is included in cash and cash equivalents in the condensed consolidated balance sheets as of September 30, 2023. See “Note 10—Commitments and Contingencies” for more details. |
Concentrations of Business and Credit Risk | Concentrations of Business and Credit RiskWe are exposed to concentrations of credit risk primarily through our cash and short- and long-term investments held by financial institutions. We primarily deposit our cash, cash equivalents, and investments with financial institutions that management believes are of high credit quality and the amounts on deposit may exceed federally insured limits at various times. We have not experienced any significant losses in such accounts and believe we are not exposed to any significant risk. For the three months ended September 30, 2023 and 2022, one customer accounted for 12% of our revenue. For the nine months ended September 30, 2023 and 2022, one customer accounted for 12% of our revenue. |
Credit Facility | Credit Facility 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 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 Amended and Restated Loan and Security Agreement, dated February 11, 2020, as amended (the “Prior LSA”), as well as certain non-financial covenants, including, but not limited to, limitations on our ability to incur additional indebtedness or liens, pay dividends, or make certain investments. We were in compliance with these covenants as of September 30, 2023. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There have been no recent accounting pronouncements, changes in accounting pronouncements, or recently adopted accounting guidance during the nine months ended September 30, 2023 that are of significance or potential significance to us. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table disaggregates revenue by type (in thousands): Three Months Ended September 30, 2023 Platform Professional Total Timing of revenue recognition Transferred over time $ 25,158 $ 533 $ 25,691 Transferred at a point in time 32,103 — 32,103 Total revenue $ 57,261 $ 533 $ 57,794 Three Months Ended September 30, 2022 Platform Professional Total Timing of revenue recognition Transferred over time $ 23,919 $ 909 $ 24,828 Transferred at a point in time 22,438 — 22,438 Total revenue $ 46,357 $ 909 $ 47,266 Nine Months Ended September 30, 2023 Platform Professional Total Timing of revenue recognition Transferred over time $ 74,518 $ 2,050 $ 76,568 Transferred at a point in time 88,717 — 88,717 Total revenue $ 163,235 $ 2,050 $ 165,285 Nine Months Ended September 30, 2022 Platform Professional Total Timing of revenue recognition Transferred over time $ 67,710 $ 3,262 $ 70,972 Transferred at a point in time 64,651 — 64,651 Total revenue $ 132,361 $ 3,262 $ 135,623 |
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): Balance at December 31, 2022 $ 7,022 Capitalization of deferred contract costs 5,975 Amortization of deferred contract costs (3,387) Balance at September 30, 2023 $ 9,610 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements, Nonrecurring | The following tables present the costs, net unrealized losses, and fair value by major security type for our investments as of September 30, 2023 and December 31, 2022 (in thousands): As of September 30, 2023 Cost Net Unrealized Losses Fair Value Cash and Cash equivalents Short-term Investments Long-term Investments Cash (1) $ 112,924 $ — $ 112,924 $ 112,924 $ — $ — Level 1: Money market funds 173,477 — 173,477 173,477 — — Commercial paper 19,177 (9) 19,168 — 19,168 — Subtotal 192,654 (9) 192,645 173,477 19,168 — Level 2: Certificates of deposit 22,790 — 22,790 — 22,790 — U.S. Government and agency securities 45,682 (308) 45,374 — 31,376 13,998 Corporate bonds 23,961 (87) 23,874 — 17,048 6,826 Subtotal 92,433 (395) 92,038 — 71,214 20,824 Level 3: — — — — — — Total $ 398,011 $ (404) $ 397,607 $ 286,401 $ 90,382 $ 20,824 (1) We received restricted cash on behalf of the subtenant of our former corporate headquarters at One World Trade Center in advance of certain future rental obligations that will be due from the subtenant and have included this in cash and cash equivalents in the condensed consolidated balance sheets. See “Note 10—Commitments and Contingencies” for more details. 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 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed of Omnivore (in thousands): Final Purchase Price Allocation 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) Accrued expenses and other current liabilities (101) Unearned revenue (226) Operating lease liability, current (81) 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 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): As of September 30, 2023 As of December 31, 2022 Accrued delivery service partner fees $ 43,917 $ 40,846 Accrued compensation and benefits 7,784 6,986 Sublease liability (1) 2,677 — Professional and consulting fees 1,190 1,262 Accrued taxes 927 674 Other 3,039 2,643 Total accrued expenses and other current liabilities $ 59,534 $ 52,411 (1) We received restricted cash on behalf of the subtenant of our former corporate headquarters at One World Trade Center in advance of certain future rental obligations that will be due from the subtenant. See “Note 10—Commitments and Contingencies” for more details. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Stock Repurchased Activity | The following table summarizes the share repurchase activity of our Class A common stock under the Stock Buyback Program for the periods presented (in thousands, except share and per share amounts): Total Number of Shares Purchased Average Price Paid per Share (1) Value of Shares Repurchased (1) Remaining Amount Authorized Balance as of January 1, 2023 $ 80,000 Repurchases of common stock for the three months ended: March 31, 2023 2,652,372 $ 7.54 $ 20,000 (20,000) June 30, 2023 1,409,420 $ 7.11 $ 10,018 (10,018) September 30, 2023 2,014,202 $ 6.45 $ 12,995 (12,995) Total 6,075,994 $ 7.08 $ 43,013 $ 36,987 (1) Average price paid per share and value of shares excludes broker commission fees. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Arrangement, Restricted Stock Unit, Activity | The following table summarizes the activity for the unvested RSUs and PSUs during the nine months ended September 30, 2023: Shares Weighted- Unvested at December 31, 2022 4,559,917 $ 15.57 Granted 10,920,422 7.04 Vested (2,749,110) 10.55 Forfeited and canceled (2,326,701) 11.22 Unvested at September 30, 2023 10,404,528 $ 8.92 |
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, PSUs, and ESPP charges, by line item within the condensed consolidated statements of operations was as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Cost of revenue - platform $ 1,661 $ 1,367 $ 5,159 $ 4,269 Cost of revenue - professional services and other 165 167 528 565 Research and development 3,628 3,571 11,730 10,382 General and administrative 5,506 5,442 16,093 15,567 Sales and marketing 1,553 1,372 6,103 4,321 Restructuring charges — — 1,728 — Total stock-based compensation expense $ 12,513 $ 11,919 $ 41,341 $ 35,104 |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Available to Common Stockholders | A reconciliation of net loss available to common stockholders and the number of shares in the calculation of basic net loss per share is as follows (in thousands, except share and per share data): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Numerator: Net loss attributable to Class A and Class B common stockholders $ (11,759) $ (14,560) $ (42,541) $ (37,742) Denominator: Weighted-average Class A and Class B common shares outstanding—basic and diluted 163,991,486 162,364,654 162,674,062 160,667,412 Net loss per share attributable to Class A and Class B common stockholders––basic and diluted $ (0.07) $ (0.09) $ (0.26) $ (0.23) |
Schedule of Anti-dilutive Securities Excluded from Loss per Share | The following potential common shares were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Outstanding stock options 22,730,187 31,960,236 22,730,187 31,960,236 Outstanding restricted and performance-based stock units 10,404,528 4,710,098 10,404,528 4,710,098 Outstanding shares estimated to be purchased under ESPP 192,422 125,128 192,422 125,128 Total 33,327,137 36,795,462 33,327,137 36,795,462 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Liabilities | The following table summarizes the restructuring liabilities, which are recorded within accrued expenses and other current liabilities on the condensed consolidated balance sheets, as of September 30, 2023 (in thousands): Balance at January 1, 2023 $ — Charges 6,682 Payments (2,726) Balance at June 30, 2023 3,956 Charges 166 Payments (4,004) Balance at September 30, 2023 $ 118 |
Significant Accounting Polici_3
Significant Accounting Policies - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Collateralized restricted cash | $ 2,700,000 | $ 2,700,000 | ||
Revolving Credit Facility | Line of Credit | ||||
Property, Plant and Equipment [Line Items] | ||||
Outstanding balance of credit | 0 | 0 | ||
Letter of Credit | Revolving Credit Facility | ||||
Property, Plant and Equipment [Line Items] | ||||
Letters of credit outstanding, amount | 1,400,000 | 1,400,000 | ||
Restated Agreement | Letter of Credit | ||||
Property, Plant and Equipment [Line Items] | ||||
Current borrowing capacity | 43,600,000 | 43,600,000 | ||
Letter of credit issued amount | 25,000,000 | 25,000,000 | ||
Amounts drawn against letter of credit | $ 0 | $ 0 | ||
Largest Customer | Revenue Benchmark | Customer Concentration Risk | ||||
Property, Plant and Equipment [Line Items] | ||||
Concentration risk | 12% | 12% | 12% | 12% |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 57,794 | $ 47,266 | $ 165,285 | $ 135,623 |
Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 25,691 | 24,828 | 76,568 | 70,972 |
Transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 32,103 | 22,438 | 88,717 | 64,651 |
Platform | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 57,261 | 46,357 | 163,235 | 132,361 |
Platform | Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 25,158 | 23,919 | 74,518 | 67,710 |
Platform | Transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 32,103 | 22,438 | 88,717 | 64,651 |
Professional Services and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 533 | 909 | 2,050 | 3,262 |
Professional Services and Other | Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 533 | 909 | 2,050 | 3,262 |
Professional Services and Other | Transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 0.7 | $ 0.6 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Contract assets | 0.7 | $ 0.6 |
Revenue recognized previously unearned | 1.4 | |
Remaining performance obligations | $ 29.4 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Percent of remaining performance obligation expected to be recognized (as a percent) | 53% | |
Revenue, remaining performance obligation, period (in months) | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01 | Minimum | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, period (in months) | 24 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01 | Maximum | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, period (in months) | 48 months |
Revenue Recognition - Deferred
Revenue Recognition - Deferred Contract Costs (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Capitalized Contract Cost [Roll Forward] | |
Capitalized contract cost balance at beginning of period | $ 7,022 |
Capitalization of deferred contract costs | 5,975 |
Amortization of deferred contract costs | (3,387) |
Capitalized contract cost balance at end of period | $ 9,610 |
Fair Value Measurement - Amorti
Fair Value Measurement - Amortized Cost and Fair Value (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Debt Securities, Available-for-Sale [Line Items] | |||
Cost | $ 398,011 | $ 451,455 | |
Net Unrealized Losses | (404) | (253) | |
Fair Value | 397,607 | 451,202 | |
Cash and Cash equivalents | 286,401 | 350,073 | |
Short-term Investments | 90,382 | 98,699 | |
Long-term Investments | 20,824 | 2,430 | |
Non-cash impairment charges | 0 | $ 500 | |
Operating lease, impairment loss | $ 2,300 | ||
Fair Value, Inputs, Level 1 | Fair Value, Recurring | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cost | 192,654 | 164,088 | |
Net Unrealized Losses | (9) | (39) | |
Fair Value | 192,645 | 164,049 | |
Cash and Cash equivalents | 173,477 | 142,168 | |
Short-term Investments | 19,168 | 21,881 | |
Long-term Investments | 0 | 0 | |
Fair Value, Inputs, Level 2 | Fair Value, Recurring | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cost | 92,433 | 86,559 | |
Net Unrealized Losses | (395) | (214) | |
Fair Value | 92,038 | 86,345 | |
Cash and Cash equivalents | 0 | 7,097 | |
Short-term Investments | 71,214 | 76,818 | |
Long-term Investments | 20,824 | 2,430 | |
Fair Value, Inputs, Level 3 | Fair Value, Recurring | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cost | 0 | 0 | |
Net Unrealized Losses | 0 | 0 | |
Fair Value | 0 | 0 | |
Cash and Cash equivalents | 0 | 0 | |
Short-term Investments | 0 | 0 | |
Long-term Investments | 0 | 0 | |
Cash (1) | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cost | 112,924 | 200,808 | |
Net Unrealized Losses | 0 | 0 | |
Fair Value | 112,924 | 200,808 | |
Cash and Cash equivalents | 112,924 | 200,808 | |
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 | 173,477 | 142,168 | |
Net Unrealized Losses | 0 | 0 | |
Fair Value | 173,477 | 142,168 | |
Cash and Cash equivalents | 173,477 | 142,168 | |
Short-term Investments | 0 | 0 | |
Long-term Investments | 0 | 0 | |
Commercial paper | Fair Value, Inputs, Level 1 | Fair Value, Recurring | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cost | 19,177 | 21,920 | |
Net Unrealized Losses | (9) | (39) | |
Fair Value | 19,168 | 21,881 | |
Cash and Cash equivalents | 0 | 0 | |
Short-term Investments | 19,168 | 21,881 | |
Long-term Investments | 0 | 0 | |
Certificates of deposit | Fair Value, Inputs, Level 2 | Fair Value, Recurring | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cost | 22,790 | 35,081 | |
Net Unrealized Losses | 0 | (97) | |
Fair Value | 22,790 | 34,984 | |
Cash and Cash equivalents | 0 | 6,351 | |
Short-term Investments | 22,790 | 28,633 | |
Long-term Investments | 0 | 0 | |
U.S. Government and agency securities | Fair Value, Inputs, Level 2 | Fair Value, Recurring | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cost | 45,682 | 30,408 | |
Net Unrealized Losses | (308) | (42) | |
Fair Value | 45,374 | 30,366 | |
Cash and Cash equivalents | 0 | 0 | |
Short-term Investments | 31,376 | 29,431 | |
Long-term Investments | 13,998 | 935 | |
Corporate bonds | Fair Value, Inputs, Level 2 | Fair Value, Recurring | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cost | 23,961 | 21,070 | |
Net Unrealized Losses | (87) | (75) | |
Fair Value | 23,874 | 20,995 | |
Cash and Cash equivalents | 0 | 746 | |
Short-term Investments | 17,048 | 18,754 | |
Long-term Investments | $ 6,826 | $ 1,495 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - Omnivore Technologies, Inc. - USD ($) $ in Millions | 9 Months Ended | ||
Mar. 04, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Asset Acquisition [Line Items] | |||
Business combination consideration transferred | $ 49.3 | ||
Transaction costs | $ 0.4 | $ 1.5 |
Acquisitions - Allocation (Deta
Acquisitions - Allocation (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | |||
Goodwill | $ 207,781 | $ 207,781 | |
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) | ||
Accrued expenses and other current liabilities | (101) | ||
Unearned revenue | (226) | ||
Operating lease liability, current | (81) | ||
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. | Trademark | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 150 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued delivery service partner fees | $ 43,917 | $ 40,846 |
Accrued compensation and benefits | 7,784 | 6,986 |
Sublease liability | 2,677 | 0 |
Professional and consulting fees | 1,190 | 1,262 |
Accrued taxes | 927 | 674 |
Other | 3,039 | 2,643 |
Total accrued expenses and other current liabilities | $ 59,534 | $ 52,411 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 07, 2022 | |
Class of Stock [Line Items] | ||||||
Issuance of common stock in connection with charitable donation | $ 1,136,000 | $ 1,406,000 | ||||
Common Class A | ||||||
Class of Stock [Line Items] | ||||||
Repurchase of common stock authorised amount | $ 100,000,000 | |||||
Approved shares for issuance in connection with charitable donation (in shares) | 1,729,189 | |||||
Issuance of common stock in connection with charitable donation (in shares) | 172,918 | 172,918 | 172,918 | 172,918 | ||
Issuance of common stock in connection with charitable donation | $ 1,100,000 | $ 1,400,000 | $ 1,100,000 | $ 1,400,000 | ||
Donated shares (in shares) | 691,672 | 691,672 | ||||
Expected percent of remaining shares to be donated | 10% | 10% |
Stockholders' Equity - Share Re
Stockholders' Equity - Share Repurchase Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | |
Stock Repurchase Program [Roll Forward] | ||||
Number of Shares Purchased, Repurchase of common stock (in shares) | 2,014,202 | 1,409,420 | 2,652,372 | |
Number of Shares Purchased, ending (in shares) | 6,075,994 | 6,075,994 | ||
Average Price Paid per Share, (in USD per share) | $ 6.45 | $ 7.11 | $ 7.54 | $ 7.08 |
Value of shares repurchased, Repurchases of common stock | $ 12,995 | $ 10,018 | $ 20,000 | |
Value of Shares Repurchased, ending | 43,013 | $ 43,013 | ||
Remaining Amount Authorized, beginning | $ 80,000 | 80,000 | ||
Remaining Amount Authorized, ending | $ 36,987 | $ 36,987 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jan. 01, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common shares authorized for issuance (in shares) | 40,185,923 | 40,185,923 | 30,263,529 | |||
Total stock-based compensation expense | $ 12,513 | $ 11,919 | $ 41,341 | $ 35,104 | ||
Restructuring reserve, settled without cash | $ 1,700 | |||||
2021 Equity Incentive Plan | Common Class A | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation, number of additional shares authorized (in shares) | 8,124,002 | |||||
RSUs and PSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation, trading day | 30 days | |||||
Fair value of awards vested during the period | $ 19,800 | |||||
Unrecognized compensation expense | $ 87,300 | $ 87,300 | ||||
Weighted-average recognition period | 3 years 1 month 20 days | |||||
PSUs | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation, target amount percentage | 0% | |||||
PSUs | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation, target amount percentage | 120% | |||||
2021 Employee Stock Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common shares authorized for issuance (in shares) | 5,785,854 | 5,785,854 | ||||
Total stock-based compensation expense | $ 900 | $ 1,200 | ||||
2021 Employee Stock Purchase Plan | Common Class A | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation, number of additional shares authorized (in shares) | 1,050,883 | |||||
Options, RSUs and PSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance (in shares) | 24,812,139 | 24,812,139 | 23,358,039 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of RSUs and PSUs (Details) - RSUs and PSUs | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Shares | |
Unvested at beginning of period (in shares) | shares | 4,559,917 |
Granted (in shares) | shares | 10,920,422 |
Vested (in shares) | shares | (2,749,110) |
Forfeited and canceled (in shares) | shares | (2,326,701) |
Unvested at end of period (in shares) | shares | 10,404,528 |
Weighted- Average Grant Date Fair Value | |
Weighted-average grant date fair value of unvested at beginning of period (in USD per share) | $ / shares | $ 15.57 |
Granted (in USD per share) | $ / shares | 7.04 |
Vested (in USD per share) | $ / shares | 10.55 |
Forfeited and canceled (in USD per share) | $ / shares | 11.22 |
Weighted-average grant date fair value of unvested at end of period (in USD per share) | $ / shares | $ 8.92 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 12,513 | $ 11,919 | $ 41,341 | $ 35,104 |
Cost of Sales | Platform | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 1,661 | 1,367 | 5,159 | 4,269 |
Cost of Sales | Professional services and other | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 165 | 167 | 528 | 565 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 3,628 | 3,571 | 11,730 | 10,382 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 5,506 | 5,442 | 16,093 | 15,567 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 1,553 | 1,372 | 6,103 | 4,321 |
Restructuring charges | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 0 | $ 0 | $ 1,728 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | (0.08%) | 2.61% |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Decrease in operating lease right-of-use asset | $ 0.3 | ||||
Decrease in operating lease liability | $ 0.3 | ||||
Collateralized restricted cash | $ 2.7 | $ 2.7 | |||
Sublease income | $ 0.6 | $ 0.1 | $ 1.9 | $ 0.3 |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to Common Stockholders - Schedule of EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||||||
Net loss | $ (11,759) | $ (17,076) | $ (13,706) | $ (14,560) | $ (11,673) | $ (11,509) | $ (42,541) | $ (37,742) |
Denominator [Abstract] | ||||||||
Weighted-average Class A and Class B common shares outstanding - basic (in shares) | 163,991,486 | 162,364,654 | 162,674,062 | 160,667,412 | ||||
Weighted-average Class A and Class B common shares outstanding - diluted (in shares) | 163,991,486 | 162,364,654 | 162,674,062 | 160,667,412 | ||||
Net loss per share attributable to Class A and Class B common stockholders - basic (in shares) | $ (0.07) | $ (0.09) | $ (0.26) | $ (0.23) | ||||
Net loss per share attributable to Class A and Class B common stockholders - diluted (in shares) | $ (0.07) | $ (0.09) | $ (0.26) | $ (0.23) |
Net Loss per Share Attributab_4
Net Loss per Share Attributable to Common Stockholders - Antidilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of net loss per share (in shares) | 33,327,137 | 36,795,462 | 33,327,137 | 36,795,462 |
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) | 22,730,187 | 31,960,236 | 22,730,187 | 31,960,236 |
Outstanding restricted and performance-based 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) | 10,404,528 | 4,710,098 | 10,404,528 | 4,710,098 |
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) | 192,422 | 125,128 | 192,422 | 125,128 |
Restructuring Charges - Narrati
Restructuring Charges - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Jun. 14, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | ||||||
Restructuring and related cost, number of positions eliminated, period percent | 11% | |||||
Restructuring charges | $ 166 | $ 0 | $ 6,682 | $ 6,848 | $ 0 | |
Severance expense | 4,500 | |||||
Restructuring reserve, settled without cash | 1,700 | |||||
Other employee benefits | $ 600 |
Restructuring Charges - Summary
Restructuring Charges - Summary of Restructuring Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring Reserve [Roll Forward] | |||||
Beginning balance | $ 3,956 | $ 0 | $ 0 | ||
Charges | 166 | $ 0 | 6,682 | 6,848 | $ 0 |
Payments | (4,004) | (2,726) | |||
Ending balance | $ 118 | $ 3,956 | $ 118 |