Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 06, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-40213 | |
Entity Registrant Name | Olo Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-2971562 | |
Entity Address, Address Line One | 285 Fulton Street | |
Entity Address, Address Line Two | One World Trade Center | |
Entity Address, Address Line Three | 82nd Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10007 | |
City Area Code | 212 | |
Local Phone Number | 260-0895 | |
Title of 12(b) Security | Class A Common Stock, par value $0.001 per share | |
Trading Symbol | OLO | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001431695 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 27,641,224 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 120,062,679 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 575,236 | $ 75,756 |
Accounts receivable, net of allowances of $657 and $631, respectively | 39,702 | 45,641 |
Contract assets | 710 | 356 |
Deferred contract costs | 2,113 | 1,830 |
Prepaid expenses and other current assets | 6,563 | 1,661 |
Total current assets | 624,324 | 125,244 |
Property and equipment, net | 2,485 | 2,241 |
Contract assets, noncurrent | 686 | 503 |
Deferred contract costs, noncurrent | 3,393 | 3,346 |
Deferred offering costs | 0 | 2,792 |
Other assets, noncurrent | 381 | 298 |
Total assets | 631,269 | 134,424 |
Current liabilities: | ||
Accounts payable | 1,763 | 9,104 |
Accrued expenses and other current liabilities | 52,117 | 42,578 |
Unearned revenue | 626 | 585 |
Redeemable convertible preferred stock warrant liability | 0 | 19,735 |
Total current liabilities | 54,506 | 72,002 |
Unearned revenue, noncurrent | 1,056 | 435 |
Deferred rent, noncurrent | 2,287 | 2,402 |
Other liabilities, noncurrent | 326 | 329 |
Total liabilities | 58,175 | 75,168 |
Commitments and contingencies | ||
Redeemable convertible preferred stock, $0.001 par value, zero and 60,509,120 shares authorized at June 30, 2021 and December 31, 2020, respectively; zero and 58,962,749 issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 0 | 111,737 |
Stockholders’ equity (deficit): | ||
Class A common stock, $0.001 par value; 1,700,000,000 and zero shares authorized at June 30, 2021 and December 31, 2020, respectively; 27,641,224 and zero shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively. Class B common stock, $0.001 par value; 185,000,000 shares authorized at June 30, 2021 and December 31, 2020, respectively; 120,055,607 and 22,320,286 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 148 | 22 |
Preferred stock, $0.001 par value; 20,000,000 and zero shares authorized at June 30, 2021 and December 31, 2020, respectively | 0 | 0 |
Additional paid-in capital | 671,141 | 16,798 |
Accumulated deficit | (98,195) | (69,301) |
Total stockholders’ equity (deficit) | 573,094 | (52,481) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ 631,269 | $ 134,424 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 657 | $ 631 |
Temporary equity, par value (in USD per share) | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized (in shares) | 0 | 60,509,120 |
Temporary equity, shares outstanding (in shares) | 0 | 58,962,749 |
Temporary equity, shares issued (in shares) | 0 | 58,962,749 |
Preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 0 |
Common Class A | ||
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 1,700,000,000 | 0 |
Common stock, shares issued (in shares) | 27,641,224 | 0 |
Common stock, shares outstanding (in shares) | 27,641,224 | 0 |
Common Class B | ||
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 185,000,000 | 185,000,000 |
Common stock, shares issued (in shares) | 120,055,607 | 22,320,286 |
Common stock, shares outstanding (in shares) | 120,055,607 | 22,320,286 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue: | $ 35,896 | $ 24,305 | $ 72,019 | $ 40,373 |
Cost of revenue: | 7,363 | 4,261 | 14,213 | 8,603 |
Gross Profit | 28,533 | 20,044 | 57,806 | 31,770 |
Operating expenses: | ||||
Research and development | 13,931 | 7,627 | 28,387 | 14,844 |
General and administrative | 13,310 | 4,844 | 31,764 | 9,676 |
Sales and marketing | 3,701 | 1,807 | 7,537 | 4,087 |
Total operating expenses | 30,942 | 14,278 | 67,688 | 28,607 |
(Loss) income from operations | (2,409) | 5,766 | (9,882) | 3,163 |
Other income (expenses), net: | ||||
Interest expense | 0 | (111) | 0 | (157) |
Other income (expense), net | 10 | 7 | (8) | 18 |
Change in fair value of warrant liability | 0 | (1,676) | (18,930) | (2,017) |
Total other income (expenses), net | 10 | (1,780) | (18,938) | (2,156) |
(Loss) income before taxes | (2,399) | 3,986 | (28,820) | 1,007 |
Provision for income taxes | 38 | 48 | 74 | 95 |
Net (loss) income | (2,437) | 3,938 | (28,894) | 912 |
Comprehensive (loss) income | (2,437) | 3,938 | (28,894) | 912 |
Accretion of redeemable convertible preferred stock to redemption value | 0 | (16) | (14) | (35) |
Undeclared 8% dividend on participating securities | 0 | (3,922) | 0 | (877) |
Net loss attributable to Class A and Class B stockholders, basic | (2,437) | 0 | (28,908) | 0 |
Net loss attributable to Class A and Class B stockholders, diluted | $ (2,437) | $ 0 | $ (28,908) | $ 0 |
Net loss per share attributable to Class A and Class B common stockholders: | ||||
Basic (in USD per share) | $ (0.02) | $ 0 | $ (0.30) | $ 0 |
Diluted (in USD per share) | $ (0.02) | $ 0 | $ (0.30) | $ 0 |
Weighted-average Class A and Class B common shares outstanding: | ||||
Basic (in shares) | 147,510,963 | 18,715,725 | 95,690,520 | 18,666,629 |
Diluted (in shares) | 147,510,963 | 18,715,725 | 95,690,520 | 18,666,629 |
Platform | ||||
Revenue: | $ 34,526 | $ 22,520 | $ 69,449 | $ 37,328 |
Cost of revenue: | 6,180 | 3,148 | 11,787 | 6,608 |
Professional services and other | ||||
Revenue: | 1,370 | 1,785 | 2,570 | 3,045 |
Cost of revenue: | $ 1,183 | $ 1,113 | $ 2,426 | $ 1,995 |
Condensed Statements of Opera_2
Condensed Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||
Temporary equity dividend rate | 8.00% | 8.00% |
Condensed Statements of Redeema
Condensed Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Outstanding SARs | Class A and Class B Common Stock | Class A and Class B Common StockOutstanding SARs | Additional Paid In Capital | Additional Paid In CapitalOutstanding SARs | Accumulated Deficit |
Temporary equity, shares outstanding at beginning of period (in shares) at Dec. 31, 2019 | 49,371,876 | ||||||
Temporary equity, value of shares outstanding at beginning of period at Dec. 31, 2019 | $ 61,901 | ||||||
Redeemable Convertible Preferred Stock | |||||||
Accretion of redeemable convertible preferred stock to redemption value | $ 19 | ||||||
Temporary equity, shares outstanding at end of period (in shares) at Mar. 31, 2020 | 49,371,876 | ||||||
Temporary equity, value of shares outstanding at end of period at Mar. 31, 2020 | $ 61,920 | ||||||
Common stock, shares outstanding at beginning of period (in shares) at Dec. 31, 2019 | 18,451,120 | ||||||
Stockholders' equity balance at beginning of period at Dec. 31, 2019 | (61,550) | $ 19 | $ 10,795 | $ (72,364) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Accretion of redeemable convertible preferred stock to redemption value | (19) | (19) | |||||
Issuance of common stock on exercise of stock options (in shares) | 197,727 | ||||||
Issuance of common stock on exercise of stock options | 19 | 19 | |||||
Stock-based compensation | 949 | 949 | |||||
Net (loss) income | (3,026) | (3,026) | |||||
Common stock, shares outstanding at end of period (in shares) at Mar. 31, 2020 | 18,648,847 | ||||||
Stockholders' equity balance at end of period at Mar. 31, 2020 | $ (63,627) | $ 19 | 11,744 | (75,390) | |||
Temporary equity, shares outstanding at beginning of period (in shares) at Dec. 31, 2019 | 49,371,876 | ||||||
Temporary equity, value of shares outstanding at beginning of period at Dec. 31, 2019 | $ 61,901 | ||||||
Temporary equity, shares outstanding at end of period (in shares) at Jun. 30, 2020 | 58,962,749 | ||||||
Temporary equity, value of shares outstanding at end of period at Jun. 30, 2020 | $ 111,702 | ||||||
Common stock, shares outstanding at beginning of period (in shares) at Dec. 31, 2019 | 18,451,120 | ||||||
Stockholders' equity balance at beginning of period at Dec. 31, 2019 | (61,550) | $ 19 | 10,795 | (72,364) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | 912 | ||||||
Common stock, shares outstanding at end of period (in shares) at Jun. 30, 2020 | 19,144,533 | ||||||
Stockholders' equity balance at end of period at Jun. 30, 2020 | $ (58,276) | $ 19 | 13,157 | (71,452) | |||
Temporary equity, shares outstanding at beginning of period (in shares) at Mar. 31, 2020 | 49,371,876 | ||||||
Temporary equity, value of shares outstanding at beginning of period at Mar. 31, 2020 | $ 61,920 | ||||||
Redeemable Convertible Preferred Stock | |||||||
Issuance of redeemable convertible preferred stock (in shares) | 9,590,873 | ||||||
Issuance of redeemable convertible preferred stock | $ 49,766 | ||||||
Accretion of redeemable convertible preferred stock to redemption value | $ 16 | ||||||
Temporary equity, shares outstanding at end of period (in shares) at Jun. 30, 2020 | 58,962,749 | ||||||
Temporary equity, value of shares outstanding at end of period at Jun. 30, 2020 | $ 111,702 | ||||||
Common stock, shares outstanding at beginning of period (in shares) at Mar. 31, 2020 | 18,648,847 | ||||||
Stockholders' equity balance at beginning of period at Mar. 31, 2020 | (63,627) | $ 19 | 11,744 | (75,390) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Accretion of redeemable convertible preferred stock to redemption value | (16) | (16) | |||||
Issuance of common stock on exercise of stock options (in shares) | 495,686 | ||||||
Issuance of common stock on exercise of stock options | 282 | 282 | |||||
Stock-based compensation | 1,147 | 1,147 | |||||
Net (loss) income | 3,938 | 3,938 | |||||
Common stock, shares outstanding at end of period (in shares) at Jun. 30, 2020 | 19,144,533 | ||||||
Stockholders' equity balance at end of period at Jun. 30, 2020 | $ (58,276) | $ 19 | 13,157 | (71,452) | |||
Temporary equity, shares outstanding at beginning of period (in shares) at Dec. 31, 2020 | 58,962,749 | ||||||
Temporary equity, value of shares outstanding at beginning of period at Dec. 31, 2020 | $ 111,737 | ||||||
Redeemable Convertible Preferred Stock | |||||||
Accretion of redeemable convertible preferred stock to redemption value | $ 14 | ||||||
Issuance of preferred stock on exercises of warrants (in shares) | 1,681,848 | ||||||
Issuance of preferred stock on exercise of warrants | $ 2 | ||||||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering (in shares) | (60,644,597) | ||||||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering | $ (111,753) | ||||||
Temporary equity, shares outstanding at end of period (in shares) at Mar. 31, 2021 | 0 | ||||||
Temporary equity, value of shares outstanding at end of period at Mar. 31, 2021 | $ 0 | ||||||
Common stock, shares outstanding at beginning of period (in shares) at Dec. 31, 2020 | 22,320,286 | ||||||
Stockholders' equity balance at beginning of period at Dec. 31, 2020 | (52,481) | $ 22 | 16,798 | (69,301) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Initial public offering, shares issued (in shares) | 20,700,000 | ||||||
Initial public offering, net of underwriting discount and deferred offering costs | 477,826 | $ 21 | 477,805 | ||||
Accretion of redeemable convertible preferred stock to redemption value | (14) | (14) | |||||
Issuance of preferred stock on exercise of warrants | 39,056 | 39,056 | |||||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering (in shares) | 100,196,780 | ||||||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering | 111,753 | $ 100 | 111,653 | ||||
Issuance of common stock upon settlement of SARs (in shares) | 1,642,570 | ||||||
Issuance of common stock upon settlement of Share Appreciation Rights | $ 2,847 | $ 2 | $ 2,845 | ||||
Issuance of common stock in connection with charitable donation (in shares) | 172,918 | ||||||
Issuance of common stock in connection with charitable donation | 5,125 | 5,125 | |||||
Issuance of common stock on exercise of stock options (in shares) | 1,965,824 | ||||||
Issuance of common stock on exercise of stock options | 2,157 | $ 2 | 2,155 | ||||
Stock-based compensation | 5,426 | 5,426 | |||||
Net (loss) income | (26,457) | (26,457) | |||||
Common stock, shares outstanding at end of period (in shares) at Mar. 31, 2021 | 146,998,378 | ||||||
Stockholders' equity balance at end of period at Mar. 31, 2021 | $ 565,238 | $ 147 | 660,849 | (95,758) | |||
Temporary equity, shares outstanding at beginning of period (in shares) at Dec. 31, 2020 | 58,962,749 | ||||||
Temporary equity, value of shares outstanding at beginning of period at Dec. 31, 2020 | $ 111,737 | ||||||
Temporary equity, shares outstanding at end of period (in shares) at Jun. 30, 2021 | 0 | ||||||
Temporary equity, value of shares outstanding at end of period at Jun. 30, 2021 | $ 0 | ||||||
Common stock, shares outstanding at beginning of period (in shares) at Dec. 31, 2020 | 22,320,286 | ||||||
Stockholders' equity balance at beginning of period at Dec. 31, 2020 | $ (52,481) | $ 22 | 16,798 | (69,301) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock on exercise of stock options (in shares) | 2,664,277 | ||||||
Net (loss) income | $ (28,894) | ||||||
Common stock, shares outstanding at end of period (in shares) at Jun. 30, 2021 | 147,696,831 | ||||||
Stockholders' equity balance at end of period at Jun. 30, 2021 | $ 573,094 | $ 148 | 671,141 | (98,195) | |||
Temporary equity, shares outstanding at beginning of period (in shares) at Mar. 31, 2021 | 0 | ||||||
Temporary equity, value of shares outstanding at beginning of period at Mar. 31, 2021 | $ 0 | ||||||
Temporary equity, shares outstanding at end of period (in shares) at Jun. 30, 2021 | 0 | ||||||
Temporary equity, value of shares outstanding at end of period at Jun. 30, 2021 | $ 0 | ||||||
Common stock, shares outstanding at beginning of period (in shares) at Mar. 31, 2021 | 146,998,378 | ||||||
Stockholders' equity balance at beginning of period at Mar. 31, 2021 | 565,238 | $ 147 | 660,849 | (95,758) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Reversal of deferred offering costs | 1,145 | 1,145 | |||||
Issuance of common stock on exercise of stock options (in shares) | 698,453 | ||||||
Issuance of common stock on exercise of stock options | 950 | $ 1 | 949 | ||||
Stock-based compensation | 8,198 | 8,198 | |||||
Net (loss) income | (2,437) | (2,437) | |||||
Common stock, shares outstanding at end of period (in shares) at Jun. 30, 2021 | 147,696,831 | ||||||
Stockholders' equity balance at end of period at Jun. 30, 2021 | $ 573,094 | $ 148 | $ 671,141 | $ (98,195) |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating activities | ||
Net (loss) income | $ (28,894) | $ 912 |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 527 | 277 |
Stock-based compensation | 13,550 | 2,087 |
Stock-based compensation in connection with vesting of Stock Appreciation Rights | 2,847 | 0 |
Charitable donation of Class A common stock | 5,125 | 0 |
Bad debt expense | 238 | 359 |
Change in fair value of warrants | 18,930 | 2,017 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 5,701 | (31,558) |
Contract assets | (537) | (40) |
Prepaid expenses and other current assets | (4,848) | 244 |
Deferred contract costs | (330) | (1,241) |
Accounts payable | (7,225) | 4,037 |
Accrued expenses and other current liabilities | 9,726 | 21,581 |
Deferred rent | (115) | 724 |
Unearned revenue | 663 | (100) |
Other liabilities, noncurrent | 113 | 0 |
Net cash provided by (used in) operating activities | 15,471 | (701) |
Investing activities | ||
Purchases of property and equipment, including capitalized software | (660) | (398) |
Net cash used in investing activities | (660) | (398) |
Financing activities | ||
Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts | 485,541 | 0 |
Cash received for employee payroll tax withholdings | 18,691 | 0 |
Cash paid for employee payroll tax withholdings | (18,691) | 0 |
Proceeds from line of credit | 0 | 15,000 |
Repayment of line of credit | 0 | (18,500) |
Proceeds from exercise of warrants | 392 | 0 |
Payment of deferred finance costs | (136) | 0 |
Payment of deferred offering costs | (4,118) | (735) |
Proceeds from exercise of stock options | 2,990 | 533 |
Proceeds from issuance of preferred stock | 0 | 50,000 |
Costs incurred from issuance of preferred stock | 0 | (234) |
Net cash provided by financing activities | 484,669 | 46,064 |
Net increase in cash and cash equivalents | 499,480 | 44,965 |
Cash and cash equivalents, beginning of year | 75,756 | 10,935 |
Cash and cash equivalents, end of year | 575,236 | 55,900 |
Supplemental disclosure of cash flow information | ||
Cash paid for income taxes, net | 69 | 0 |
Cash paid for interest | 0 | 157 |
Cash received for early exercise of stock options | 0 | 214 |
Supplemental disclosure of non-cash investing and financing activities | ||
Accrued offering costs | 339 | 1,336 |
Vesting of early exercised stock options | 116 | 0 |
Accretion of redeemable convertible preferred stock to redemption value | 14 | 34 |
Capitalization of stock-based compensation for internal-use software | $ 104 | $ 9 |
Business
Business | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | Business Olo Inc. was formed on June 1, 2005 in Delaware and is headquartered in New York City. On January 14, 2020, the board of directors and stockholders approved our name change from Mobo Systems, Inc. to Olo Inc. Unless the context otherwise indicates or requires, references to “we,” “us,” “our” and “the Company” shall refer to Olo Inc. We are a software platform company for the restaurant industry and are focused on enabling digital ordering, through the deployment of white label e-commerce websites and applications and tools for digital order management. Our platform also provides a delivery enablement module and an aggregator management module. Our platform combines digital ordering and delivery enablement to provide restaurants with a holistic view of their digital business and enable them to own and manage their relationships with their customers. Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates. We will remain an emerging growth company until the earliest of: (1) the last day of the fiscal year following the fifth anniversary of the completion of our initial public offering of Class A common stock (“IPO”); (2) the last day of the first fiscal year in which our annual gross revenue is $1.07 billion or more; (3) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities; and (4) the last day of the fiscal year in which the market value of our equity securities, which includes Class A common stock and Class B common stock held by non-affiliates, exceeds $700 million as of June 30 of such fiscal year. Initial Public Offering On March 19, 2021, we completed our IPO in which we issued and sold 20,700,000 shares of our Class A common stock at the public offering price of $25.00 per share. We received net proceeds of approximately $485.5 million after deducting underwriting discounts and commissions. Upon completion of the IPO, $6.6 million of deferred offering costs, which consisted primarily of accounting, legal and other fees related to our IPO, were reclassified into stockholders’ deficit as a reduction of the IPO proceeds. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed interim 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”) for interim reporting. As permitted under those rules, certain notes or other financial information that are normally required by U.S. GAAP have been condensed or omitted from these interim financial statements. These unaudited interim 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 June 30, 2021, our results of operations and comprehensive income, our stockholders’ equity, for the three and six months ended June 30, 2021 and 2020 and our cash flows for the six months ended June 30, 2021 and 2020, respectively. The financial data and the other financial information disclosed in the notes to the financial statements related to these periods are also unaudited. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021 or for any other future annual or interim period. The unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes included in our final prospectus dated March 16, 2021 and filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Prospectus”). Use of Estimates The preparation of 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 financial statements and the reported amounts of revenue and expenses during the reporting period. We regularly assess these estimates, including but not limited to, allowance for doubtful accounts, stock-based compensation including the determination of the fair value of our stock, fair value of warrant liabilities, realization of deferred tax assets, estimated life of our customers, estimated standalone selling price of our performance obligations and estimated transaction price for implementation services. We base these estimates on historical experience and on various other market-specific and relevant assumptions that we believe to be reasonable under the circumstances. Actual results could differ from these estimates and such differences could be material to the financial position and results of operations. Segment Information An operating segment is defined as a component of an enterprise for which discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”). We define the CODM as the Chief Executive Officer as his role is to make decisions about allocating resources and assessing performance. Our business operates in one operating segment as all of our offerings operate on a single platform and are deployed in an identical way, with our CODM evaluating our financial information, resources and performance of these resources on a combined basis. Since we operate in one operating segment, all required financial segment information can be found in the financial statements. As of June 30, 2021 and December 31, 2020, we did not have assets located outside of the United States and international revenue recognized during the three and six months ended June 30, 2021 was not material. Concentrations of Business and Credit Risk We are exposed to concentrations of credit risk primarily through our cash held by financial institutions. We primarily deposit our cash with one financial institution and the amount on deposit exceeds federally insured limits. As of June 30, 2021 and December 31, 2020, 10% and 11% of our accounts receivable were due from one customer, respectively. For the three months ended June 30, 2021 and 2020, one customer accounted for 16% and 19% of our revenue, respectively. For the six months ended June 30, 2021 and 2020, one customer accounted for 20% and 17% of our revenue, respectively. Fair Value Measurement Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 inputs: Based on unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs: Based on observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 inputs: Based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities, and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The following summarizes assets and liabilities as of June 30, 2021 and December 31, 2020 that are measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): June 30, 2021 Level 1 Level 2 Level 3 Cash and cash equivalents: Money market funds $ 45,066 $ — $ — Total $ 45,066 $ — $ — December 31, 2020 Level 1 Level 2 Level 3 Cash and cash equivalents: Money market funds $ 45,039 $ — $ — Redeemable convertible preferred stock warrant liability — — 19,735 Total $ 45,039 $ — $ 19,735 There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the periods presented. The fair value measurement of the redeemable convertible preferred stock warrant liability is based on significant inputs not observed in the market and thus represents a Level 3 measurement. We estimated the fair value of the liability using the intrinsic value of the warrants. The change in fair value was recognized as other expense in the accompanying statements of operations and comprehensive loss. See Note 10 for information on the Level 3 inputs used to estimate the fair value of this liability. Prior to the IPO, all shares of our outstanding redeemable convertible preferred stock warrants were exercised and converted into redeemable convertible preferred stock. Upon completion of the IPO, all shares of our outstanding redeemable convertible preferred stock, inclusive of the warrants exercised, converted into shares of Class B common stock. Accounts receivable, accounts payable and accrued expenses are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. The recorded amount of the line of credit approximates fair value as it is based upon rates available for obligations of similar terms and maturities. Revenue Recognition We derive our revenue primarily from platform fees to access our software platform and professional services. Revenue is recognized when control of these services transfers to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those services. We apply the principles in the standard using the following steps: • Identify the contract(s) with a customer • Identify the performance obligations in the contract • Determine the transaction price • Allocate the transaction price to the performance obligations in the contract • Recognize revenue when (or as) we satisfy a performance obligation Sales taxes collected from customers and remitted to various governmental authorities are excluded from the measurement of the transaction price and presented on a net basis in our statements of operations. Any balance collected and not paid, is reflected as a liability on the balance sheets. Platform Revenue Platform revenue primarily consists of fees generated when we provide our customers access to one or more of our Ordering, Dispatch and Rails modules of our cloud application, with routine customer support. Our subscription contracts are non-cancellable and typically begin with a minimum three-year term with automatic, annual renewal periods thereafter. The majority of platform services revenue is derived from subscription fees from our Ordering module, which provides digital ordering capabilities for end consumers to place food orders online from restaurants. The Ordering module is a stand-ready obligation to provide access to the platform that is satisfied over the contract term. Our contracts for the Ordering module provide for monthly fixed fees, or monthly fixed fees for a specified quantity of orders processed on the platform, plus monthly overage fees. We generally bill customers on a monthly basis, in arrears. We allocate the variable consideration related to the monthly overages to the distinct month during which the related services were performed as those fees relate specifically to providing the Ordering module of the platform in the period and represents the consideration we are entitled to for the access to the platform. As a result, the fixed monthly fees and monthly overages are included in the transaction price and recognized as revenue in the period in which the fee was generated. Our Dispatch module enables our restaurant customers to offer, manage, and expand delivery to its customers. Our customers for the Dispatch module are both the restaurants and delivery service providers (“DSPs”). The Dispatch module connects restaurants with DSPs to facilitate the ordering and delivery of orders to the restaurant’s customer. We typically collect a per transaction fee from both the restaurant and the DSP. Revenue is recognized when we have arranged for a DSP to deliver the order to the end consumer. Our Rails module allows our customers to control and manage menu availability and pricing and location information while directly integrating orders from third-party channels. Our performance obligation is a stand-ready obligation to provide access to the Rails module that is satisfied over the contract term. We typically receive a fee from the third-party channel for each transaction processed. No minimum monthly amounts or overage fees are charged to third-party channel in these arrangements. Although we do not directly charge our Ordering customers for these transactions, the transactions count toward the specified quantity and overages activity used in determining our Ordering customers monthly Ordering revenue. Professional Services and Other Revenue Professional services and other revenue primarily consists of fees for platform implementation services. The implementation fees in our contracts are generally variable, consisting of either a fixed fee or a fixed monthly fee over the duration of the implementation project. For contracts with fixed monthly fees, we estimate this variable consideration using the expected value method whereby, at contract inception, we estimate how many months it will take to implement the platform into the customer environment, including time to onboard restaurant franchise locations. This estimate is multiplied by the fixed monthly professional services fee to determine the transaction price, which is recognized over time as the services are performed. The transaction price may be subject to constraint and is included only to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur in a future period. For arrangements where we charge monthly fees, any additional months required for implementation are billed at the same fixed monthly fee. Our customers benefit from our services as they are provided, and we use a cost-to-cost measure of progress to recognize revenue from our implementation services. In certain contracts, we engage third parties to assist in providing professional services to our customers. We determined we are the principal in transferring these services to the customer and recognize revenue on a gross basis. We control the services being provided to our customer and are responsible for ensuring that the services are performed and are acceptable to our customer. That is, we are responsible for fulfillment of the promise in the contract with our customer, and we also have discretion in setting the price with our customer. Contracts with Multiple Performance Obligations Our contracts with customers may contain multiple performance obligations. We identify performance obligations in a contract with a customer based on the goods and services that will be transferred to the customer that are capable of being distinct and that are separately identifiable from other promises in the contract. If not considered distinct, the promised goods or services are combined with other goods or services and accounted for as a combined performance obligation. Identifying distinct performance obligations in a contract requires judgment. Our performance obligations primarily include access to our platform and its different modules and implementation services associated with the platform. Implementation services that require us to perform significant customization and modification of our platform to interface with the customer’s environment are not distinct from the platform. Since our Ordering customers can renew their agreements without paying for implementation again upon renewal, we considered the discounted fees at renewal to provide a material right to the customer. That is, because the customer can renew the implemented service at a discount from the original transaction price, we considered the discount to be a material right since it provides the customer a significant discount to future services. Our obligation to provide future services at a discount is accounted for as a separate performance obligation. Accordingly, we recognize the fair value of the material right over the expected customer life, which commences when the implementation services are complete and the customer obtains access to the platform. All other implementation services are generally distinct and accounted for as separate performance obligations. For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. We determine standalone selling price based on the price at which the distinct good or service is sold separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price taking into account available information such as market conditions, internally approved pricing and cost-plus expected margin guidelines related to the performance obligations. Contract Balances The timing of revenue recognition may differ from the timing of invoicing to customers. We record a receivable when revenue is recognized upon invoicing and payment will become due solely due to the passage of time. We record a contract asset when revenue is recognized prior to invoicing or payment is contingent upon transfer of control of another separate performance obligation. We record unearned revenue when revenue is recognized subsequent to cash collection. Unearned revenue that will be recognized during the succeeding 12-month period is recorded as current, and the remaining unearned revenue is recorded as non-current. Contract assets that will be billed to the customer during the succeeding 12-month period is recorded as current and the remaining contract asset is recorded as non-current. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 days. We elected the practical expedient to not assess whether a significant financing component exists if the period between when we transfer a promised good or service to a customer and when the customer pays for that good or service is one year or less. Stock-Based Compensation We measure compensation expense for all stock-based payment awards, including stock options and restricted stock units (“RSUs”) granted to employees, directors, and nonemployees, as well as stock purchased under our 2021 Employee Stock Purchase Plan (“ESPP”), based on the estimated fair value of the awards on the date of grant. Compensation expense is recognized ratably in earnings, generally over the period during which an employee is required to provide service. We adjust compensation expense based on actual forfeitures as necessary. Time-Based Service Awards Our stock options generally vest ratably over a four-year period and the fair value of our awards is estimated on the date of grant using a Black-Scholes option pricing model. Awards with graded vesting features are recognized over the requisite service period for the entire award. The determination of the grant date fair value of stock awards issued is affected by a number of variables and subjective assumptions, including (i) the fair value of our common stock, (ii) the expected common stock price volatility over the expected life of the award, (iii) the expected term of the award, (iv) risk-free interest rates, (v) the exercise price, and (vi) the expected dividend yield of our common stock. The fair value for RSUs is calculated based on the stock price on the date of grant. Prior to the IPO, the fair value of our shares of common stock underlying the awards was historically determined by the board of directors with input from management and contemporaneous third-party valuations, as there was no public market for our common stock. The board of directors determined the fair value of the common stock by considering a number of objective and subjective factors including: the valuation of comparable companies, our operating and financial performance, the lack of liquidity of common stock, transactions in our common stock, and general and industry specific economic outlook, amongst other factors. After the completion of the IPO, the fair value of the Company’s common stock is determined based on the New York Stock Exchange (“NYSE”) closing price on the date of grant. We derive the volatility from the average historical stock volatilities of several peer public companies over a period equivalent to the expected term of the awards. We selected companies with comparable characteristics to us, including enterprise value, risk profiles, and position within the industry and with historical share price information sufficient to meet the expected term of the stock options. The historical volatility data has been computed using the daily closing prices for the selected companies. For employee awards granted at-the-money, we estimate the expected term based on the simplified method, which is the mid-point between the vesting date and the end of the contractual term for each award since our historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. For non-employee awards and employee awards granted out-of the-money, our best estimate of the expected term is the contractual term of the award. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of grant whose term is consistent with the expected life of the award. Expected dividend yield is zero percent as we have not paid and do not anticipate paying dividends on our Class B common stock or Class A common stock. Upon the exercise of a stock option award, shares of either our Class B common stock or Class A common stock are issued from authorized but unissued shares. Performance-Based Awards We also have historically granted SARs that vest only upon the satisfaction of performance based conditions. The performance-based conditions are satisfied upon the occurrence of a qualifying event, defined as the earlier of (i) the closing of certain change in control transactions, or (ii) an IPO. We record stock-based compensation expense for performance-based equity awards when the performance-based conditions are considered probable to be satisfied. As of June 30, 2021, the SARs were vested and settled upon completion of the IPO and 1,642,570 shares of Class B common stock were issued in connection with the IPO and we recognized $2.8 million of compensation expense. For performance-based SARs, we determine the grant-date fair value utilizing the valuation model as described above for time-based awards. Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12 , Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes, eliminates certain exceptions within ASC Topic 740, “ Income Taxes ,” and clarifies certain aspects of the current guidance to promote consistency among reporting entities. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. This guidance will be effective for public entity fiscal years beginning after December 15, 2020. We adopted ASU 2019-12 for the period that includes the six months ended June 30, 2021. The most applicable provision is the requirement for entities to account for the income-based portion of a tax as an income tax for those taxes that are partially based on income. This provision and all other provisions did not have a material impact to the tax provision for the three and six months ended June 30, 2021. Accounting Pronouncements Issued but Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which requires lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date; (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Additional disclosures will be required to allow the user to assess the amount, timing and uncertainty of cash flows arising from leasing activities. A modified retrospective transition approach is required for leases existing at the time of adoption. On November 15, 2018, the FASB issued ASU 2019-10 which deferred the effective date of the standard to fiscal years beginning after December 15, 2020. In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Deferral of the Effective Date , which delays the effective date of ASU No. 2014-09, which requires nonpublic companies to adopt the provisions of ASU 2016-02 for fiscal years beginning after December 15, 2021, and for interim periods In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The following table disaggregates revenue by type (in thousands): Three Months Ended June 30, 2021 Platform Professional Total Timing of revenue recognition Transferred over time $ 16,313 $ 1,370 $ 17,683 Transferred at a point in time 18,213 — 18,213 Total revenue $ 34,526 $ 1,370 $ 35,896 Three Months Ended June 30, 2020 Platform Professional Total Timing of revenue recognition Transferred over time $ 10,469 $ 1,785 $ 12,254 Transferred at a point in time 12,051 — 12,051 Total revenue $ 22,520 $ 1,785 $ 24,305 Six Months Ended June 30, 2021 Platform Professional Total Timing of revenue recognition Transferred over time $ 30,856 $ 2,570 $ 33,426 Transferred at a point in time 38,593 — 38,593 Total revenue $ 69,449 $ 2,570 $ 72,019 Six Months Ended June 30, 2020 Platform Professional Total Timing of revenue recognition Transferred over time $ 19,999 $ 3,045 $ 23,044 Transferred at a point in time 17,329 — 17,329 Total revenue $ 37,328 $ 3,045 $ 40,373 Contract Balances Contract Asset As described in Note 2, 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 Accounting Standards Codification Topic 606, Revenue from Contracts with Customers , we record a contract asset when revenue recognized on a contract exceeds the billings and unearned revenue when the billings or payments on a contract exceed the revenue recognized. Our standard billing terms are monthly; however, the billings may not be consistent with the pattern of recognition, based on when services are performed. Contract assets were $1.4 million and $0.9 million as of June 30, 2021 and December 31, 2020, respectively. Unearned Revenue Unearned revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services and is recognized as revenue when transfer of control to customers has occurred. During the six months ended June 30, 2021, we recognized $0.4 million of revenue related to contracts that were included in unearned revenue at December 31, 2020. During the six months ended June 30, 2020, we recognized $0.6 million of revenue related to contracts that were included in unearned revenue at December 31, 2019. As of June 30, 2021, our remaining performance obligations were approximately $39.5 million, approximately 40% of which we expect to recognize as revenue over the next 12 months and substantially all of the remaining revenue will be recognized thereafter over the next 24 to 48 months. These amounts only include contracts subject to a guaranteed fixed amount or the guaranteed minimum under variable contracts. Unrecognized revenues under contracts disclosed above do not include (1) contracts with an original expected term of one year or less; (2) contracts for which variable consideration is determined based on the customer’s subsequent sale or usage, and (3) agreements for which our right to invoice corresponds with the value provided to the customer. Deferred Contract Costs The following table summarizes the activity of current and non-current deferred contract costs (in thousands): Balance at December 31, 2020 $ 5,176 Capitalization of deferred contract costs 1,644 Amortization of deferred contract costs (1,314) Balance at June 30, 2021 $ 5,506 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following (in thousands): Estimated Useful Life As of June 30, 2021 As of December 31, 2020 Computer and office equipment 3 - 5 $ 1,656 $ 1,375 Capitalized software 3 2,146 1,653 Furniture and fixtures 10 386 386 Leasehold improvements Shorter of estimated useful life or remaining term of lease 373 374 Total property and equipment 4,561 3,788 Less: accumulated depreciation and amortization (2,076) (1,547) Total property and equipment, net $ 2,485 $ 2,241 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): As of June 30, 2021 As of December 31, 2020 Prepaid software licensing fees $ 1,890 $ 855 Other 4,673 806 Total prepaid expenses and other current assets $ 6,563 $ 1,661 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities Accrued expenses and other current liabilities c onsisted of the following (in thousands): As of June 30, 2021 As of December 31, 2020 Accrued delivery service partner fees $ 38,862 $ 34,067 Accrued compensation and benefits 8,822 5,168 Other 3,620 2,434 Professional and consulting fees 813 909 Total accrued expenses and other current liabilities $ 52,117 $ 42,578 |
Line of Credit
Line of Credit | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Line of Credit | Line of Credit the outstanding balance as of December 31, 2020 was 5.00%. Our obligations under the Amended Loan and Security Agreement are secured by substantially all of our assets. In April 2021, we amended the Loan Agreement with Pacific Western Bank (the “Amended Agreement”) and exercised our option to increase our available line of credit from $25.0 million to $35.0 million. Additionally, we amended our minimum EBITDA and minimum net revenue covenants, which reset each annual period. On May 6, 2021, we issued a letter of credit to DoorDash, Inc. (“DoorDash”) in the amount of $25.0 million in connection with our Restated Delivery Network Agreement. See Note 12 for further details. The Amended Agreement contains various affirmative and negative covenants and we were in compliance with these covenants as of June 30, 2021. As of June 30, 2021, we had $8.6 million available under the revolving line of credit, after consideration of $25.0 million in our letter of credit towards DoorDash and $1.4 million in our letter of credit on the lease of our headquarters. As of June 30, 2021, we had no outstanding borrowings under the line of credit. As of June 30, 2021, no amounts have been drawn against any of our letters of credit. The credit facility contains customary affirmative and negative covenants, including covenants that require Pacific Western Bank’s consent to, among other things, merge or consolidate or acquire assets outside the ordinary course of business, make investments, incur additional indebtedness or guarantee indebtedness of others, pay dividends and redeem and repurchase our capital stock, enter into transactions with affiliates outside the ordinary course of business and create liens on our assets. We are also required to comply with certain minimum EBITDA and minimum revenue covenants. The credit facility also contains events of default that if not cured or waived, could result in the acceleration of the obligations under the credit facility, an increase in the applicable interest rate under the credit facility to a per annum rate equal to 5.00% above the applicable interest rate and would permit Pacific Western Bank to exercise remedies with respect to all of the collateral that is securing the credit facility. Pacific Western Bank has the right to terminate its obligation to make further advances to us immediately and without notice upon the occurrence and during the continuance of an event of default. We may terminate the Formula Line or the Non-Formula Line at any time prior to the maturity date, upon two business days written notice to Pacific Western Bank, at which time all then outstanding obligations arising under the Amended Loan and Security Agreement, including any unpaid interest thereon, will accelerate and become immediately due and payable. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | Stockholders’ Equity (Deficit) Changes in Capital Structure On March 5, 2021, our board of directors and stockholders approved an amended and restated certificate of incorporation effecting a 17-for-1 forward stock split of our issued and outstanding shares of common stock and Series A, A-1, B, C, D, E preferred stock. Additionally, all outstanding equity instruments, including our time-based stock options, performance-based SARs, and preferred stock warrants, were adjusted to reflect the 17-for-1 forward stock split. The stock split was effected on March 5, 2021. The par value of the Class B common stock and redeemable convertible preferred stock was not adjusted as a result of the stock split. All issued and outstanding Class B common stock, redeemable convertible preferred stock, warrants to purchase shares of redeemable convertible preferred stock, and stock options, as well as the per share amounts, included in the accompanying financial statements have been adjusted to reflect this stock split for all periods presented. On March 5, 2021, our board of directors and stockholders approved and we implemented a dual class common stock structure where all existing shares of common stock converted to Class B common stock and we authorized a new class of common stock, Class A common stock. The authorized share capital for Class A common stock is 1,700,000,000 and the authorized share capital for Class B common stock is 185,000,000. The Class A common stock is entitled to one vote per share and the Class B common stock is entitled to ten votes per share. The Class A and Class B common stock have the same rights and privileges and rank equally, share ratably, and are identical in all respects and for all matters except for voting, conversion, and transfer rights. The Class B common stock converts to Class A common stock at any time at the option of the holder. References in the accompanying financial statements have been adjusted to reflect the dual class common stock structure and the changes in the number of authorized shares of common stock. We also authorized a total of 20,000,000 shares of undesignated preferred stock, par value $0.001 per share. Effective March 5, 2021, 124,012,926 outstanding shares of common stock were converted into an equivalent number of shares of our Class B common stock. Class A common stock and Class B common stock reserved for future issuance consisted of the following: As of June 30, As of December 31, Redeemable convertible preferred stock — 98,514,932 Redeemable convertible preferred stock warrants — 1,682,847 Shares available for grant under employee stock purchase plan 3,900,000 — Shares available for grant under stock option plan 20,229,714 1,687,947 Restricted stock units 109,444 — Options issued and outstanding under stock option plan 42,967,950 40,807,939 Total common stock reserved for future issuance 67,207,108 142,693,665 Redeemable Convertible Preferred Stock All of our shares of outstanding redeemable convertible preferred stock converted into shares of Class B common stock upon completion of the IPO. As of December 31, 2020, redeemable convertible preferred stock, authorized, issued, outstanding and liquidation values are as follows (in thousands, except share and per share amounts): December 31, 2020 Shares Shares Issued Net Carrying Redemption Redemption Series A 696,235 696,235 $ 957 $ 1.38 $ 957 Series A-1 3,713,616 3,698,452 6,092 1.65 6,092 Series B 8,184,548 8,184,548 5,854 0.70 5,700 Series C 14,151,361 12,620,154 8,760 0.70 8,789 Series D 24,172,487 24,172,487 40,276 1.67 40,350 Series E 9,590,873 9,590,873 49,798 $ 5.21 50,000 Total 60,509,120 58,962,749 $ 111,737 $ 111,888 Charitable Contributions |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Equity Incentive Plans On March 5, 2021, our board of directors adopted our 2021 Equity Incentive Plan (“2021 Plan”). Prior to that date, we had established our 2015 Equity Incentive Plan (“2015 Plan”) and 2005 Equity Incentive Plan (“2005 Plan” and collectively, “Plans”). The 2021 Plan serves as the successor to the 2015 Plan and 2005 Plan and provides for the issuance of incentive and nonqualified stock options, SARs, restricted stock and RSUs, to employees, directors, consultants and advisors. Stock options under the Plans may be granted with contractual terms of up to ten years (or five years if granted to a 10.0% stockholder) and at prices no less than 100.0% of the estimated fair value of the shares on the date of grant as determined by the board of directors; provided, however, that (i) the exercise price of an incentive stock option (“ISO”) and nonqualified stock option (“NSO”) granted to a greater than 10.0% stockholder shall not be less than 110.0% of the estimated fair value of the shares on the date of grant. Awards granted under the Plans generally vest over four years. Certain stock options have an early exercise feature. Shares purchased pursuant to the early exercise of stock options are subject to repurchase until those shares vest; therefore, cash received in exchange for unvested shares exercised is recorded as a liability on the accompanying condensed balance sheets, and are reclassified to Class B common stock and additional paid-in capital as the shares vest. There were 162,469 and 204,850 early exercised shares outstanding as of June 30, 2021 and December 31, 2020, respectively. As of June 30, 2021, there is a liability in the amount of $0.6 million, of which $0.2 million was recorded in accrued expenses and other current liabilities in our balance sheet because vesting is within the next 12 months, and $0.3 million was recorded in other liabilities, non-current, because vesting is beyond the next 12 months. On March 13, 2021, our board of directors adopted a non-employee director compensation policy that became effective upon our IPO. The policy provides for annual cash retainer for non-employee directors and an additional cash retainer for those non-employee directors that serve as chairpersons or members of our audit, compensation, and nominating and corporate governance committees. Additionally, directors will have the option to receive their annual retainer amounts in cash or equity. Each new non-employee director appointed to the board of directors after the IPO date will be granted an initial RSU award with a value of $0.3 million subject to vesting over a three-year period. Certain non-employee directors who have served for at least six months prior to the IPO effective date and did not have unvested equity awards, were granted 39,870 RSU awards on March 17, 2021 with a total value of approximately $1.0 million, which will fully vest on the day immediately prior to our next annual meeting of stockholders. As of June 30, 2021 and December 31, 2020 the maximum number of shares authorized for issuance to participants under the Plans is 20,530,918 and 46,170,691, respectively. The following table summarizes the shares available for future grants: Shares Available for Future Grant Balances at December 31, 2020 1,687,947 Additions to plans 25,122,000 Options granted (6,951,470) RSUs awarded (109,444) Options forfeited and canceled 480,681 Balance at June 30, 2021 20,229,714 During the three and six months ended June 30, 2021 and 2020, no SARs were granted to employees. The SARs outstanding as of the time of the IPO are equity-classified and are measured at their grant date fair value. The SARs were vested and settled upon completion of the IPO and 1,642,570 shares of Class B common stock were issued in connection with this event. Compensation expense of $2.8 million was recognized for the six months ended June 30, 2021. The aggregate intrinsic value of the SARs as of December 31, 2020 was $17.7 million. Restricted Stock Units The following summarizes the activity for the unvested RSUs during the six months ended June 30, 2021: Shares Weighted- Unvested at December 31, 2020 — $ — Granted 109,444 29.08 Vested — — Forfeited and canceled — — Unvested at June 30, 2021 109,444 $ 29.08 Future stock-based compensation for unvested RSUs awarded as of June 30, 2021 is approximately $2.9 million and will be recognized over a weighted-average period of 2.81 years. Stock Options The following summarizes our stock option activity for the six months ended June 30, 2021: Number of Weighted- Weighted- Aggregate As of December 31, 2020 39,161,438 $ 1.93 5.89 $ 347,574 Granted 6,951,470 10.28 Exercised (2,664,277) 1.17 Forfeited and canceled (480,681) 5.48 Vested and expected to vest as of June 30, 2021 42,967,950 $ 3.29 6.10 $ 1,465,286 Exercisable as of June 30, 2021 29,481,720 $ 1.65 4.72 $ 1,053,700 The following table summarizes the weighted-average grant date fair value of options granted, intrinsic value of options exercised, and grant date fair value of options vested for the three and six months ended June 30, 2021 and 2020 (in thousands, except per share amounts): Three Months Ended Six Months Ended 2021 2020 2021 2020 Weighted-average grant date fair value of options granted $ 17.64 $ 3.47 $ 10.70 $ 2.89 Intrinsic value of options exercised 18,622 1,723 71,998 2,228 Total grant date fair value of options vested 12,696 1,506 18,646 8,698 Future stock-based compensation for unvested employee options granted and outstanding as of June 30, 2021 is $84.8 million and will be recognized over a weighted-average period of 3.31 years. Future stock-based compensation for unvested employee options granted and outstanding as of December 31, 2020 is $29.6 million and will be recognized over a weighted-average period of 3.12 years. Valuation Assumptions We estimated the fair value of stock options granted using the Black-Scholes option pricing model with the following weighted-average assumptions: Three Months Ended Six Months Ended 2021 2020 2021 2020 Expected term (in years) 6.00 5.52 - 6.05 5.48 - 6.07 5.52 - 6.07 Volatility 65% 65% 52% - 65% 43% - 65% Risk-free interest rate 1.06% 0.38% - 0.53% 0.50% - 1.06% 0.38% - 1.63% Dividend yield 0% 0% 0% 0% Fair value of underlying common stock $30.02 $5.38 - $5.45 $16.78 - $30.02 $4.06 - $5.45 We elected to use the midpoint practical expedient to calculate the expected term. Stock-Based Compensation Expense The classification of stock-based compensation expense by line item within the statements of operations and comprehensive loss is as follows (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Cost of revenue - platform $ 744 $ 101 $ 1,180 $ 208 Cost of revenue - professional services and other 131 18 246 39 Research and development 2,500 284 5,952 527 General and administrative 4,237 671 8,095 1,203 Sales and marketing 536 64 924 110 Total stock-based compensation expense $ 8,148 $ 1,138 $ 16,397 $ 2,087 2021 Employee Stock Purchase Plan On March 5, 2021, our board of directors and stockholders adopted our ESPP. The ESPP became effective immediately prior to the IPO. The ESPP authorized the issuance of 3,900,000 shares of our Class A common stock pursuant to purchase rights granted to our employees or to employees of any of our designated affiliates. The number of shares of our Class A common stock reserved for issuance will automatically increase on January 1 of each calendar year, commencing on January 1, 2022 through January 1, 2031, by the lesser of (1) 1.0% of the total number of shares of our Class A common stock outstanding on December 31 of the preceding calendar year, or (2) 11,700,000 Class A common shares; provided, that prior to the date of any such increase, our board of directors may determine that such increase will be less than the amount set forth in clauses (1) and (2). Employees may contribute, normally through payroll deductions, up to 15% of their earnings for the purchase of our Class A common stock under the ESPP. Our Class A common stock will be purchased for the accounts of employees participating in the ESPP at a price per Class A common share equal to the lower of (a) 85% of the fair market value of our Class A common stock on the first trading date of an offering or (b) 85% of the fair market value of our Class A common stock on the date of purchase. The current offering period began in March 2021 and ends in December 2021. For the three and six months ended June 30, 2021, we have recorded approximately $0.5 million of compensation expense associated with our ESPP. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Warrants | Warrants Redeemable Convertible Preferred Stock Warrants Prior to the IPO, warrants to purchase 1,682,847 shares of our outstanding redeemable convertible preferred stock were exercised and converted into redeemable convertible preferred stock. Upon completion of the IPO, all shares of our outstanding redeemable convertible preferred stock, inclusive of the shares issued pursuant to these warrant exercises, converted into 100,196,780 shares of Class B common stock. The redeemable convertible preferred stock warrant liability was reclassified to additional paid-in capital in connection with the IPO. The following table summarizes the activity of the redeemable convertible preferred stock warrants since December 31, 2020: Issuance Date Expiration Date Exercise Price Warrants Outstanding at December 31, Warrants Exercised in The Six Months Ended June 30, 2021 Warrants Outstanding at June 30, Series A-1 2012 5/14/2022 $ 0.17 151,640 151,640 — Series B 2012 1/31/2019 0.70 — — — Series C 2014 10/10/2024 0.70 562,241 562,241 — Series C 2016 1/12/2026 — 968,966 968,966 — Total 1,682,847 1,682,847 — The estimated fair value of the redeemable preferred stock underlying the warrants was approximately $12.77 per share as of December 31, 2020. At December 31, 2020, given the significant increase in fair value of each series of redeemable convertible preferred stock relative to the warrant’s exercise price, we estimated the preferred stock warrant liability using the intrinsic value of each warrant as the warrants were significantly in-the-money and the Black-Scholes input had a de minimis impact on their value. For the six months ended June 30, 2021, we recorded a fair value adjustment of approximately $18.9 million using the intrinsic value of each warrant on the date of the conversion immediately prior to the IPO as the warrants were significantly in-the-money and the Black-Scholes input have a de minimis impact on their value. The following table represents the current period’s activity of the redeemable convertible preferred stock warrant liability (in thousands): Fair Value Balance at January 1, 2021 $ 19,735 Change in fair value 18,930 Exercise of warrants (38,665) Balance at June 30, 2021 $ — |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company has an effective tax rate of (0.25)% and (1.19)% for the six months ended June 30, 2021 and 2020, respectively. The effective tax rate is driven by adjustments to the full valuation allowance on the Company’s deferred tax assets, partially offset by state taxes. The Company has evaluated the available evidence supporting the realization of its deferred tax assets, including the amount and timing of future taxable income, and has determined that it is more likely than not that its net deferred tax assets will not be realized. Due to uncertainties surrounding the realization of the deferred tax assets, the Company maintains a full valuation allowance against substantially all of its net deferred tax assets. When the Company determines that it will be able to realize some portion or all of its deferred tax assets, an adjustment to its valuation allowance on its deferred tax assets would have the effect of increasing net income in the period such determination is made. The Company has applied ASC 740, Income Taxes |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments We have a non-cancelable operating lease for our headquarters in New York City (“Headquarter Lease”) that expires in 2030. Total rental payments to be paid over the course of the lease are approximately $28.8 million, which excludes our option to exercise a renewal for an additional five years commencing on the last day of the initial term. We received a rent abatement for the first eleven months of the lease arrangement. Upon the conclusion of the abatement period, annual rental payments are consistent for five years and then increase 6% for the remaining five years. We were also required to issue a letter of credit in the amount of $1.4 million as a security deposit to the landlord. We also sublease a portion of our former office space which, in connection with the signing of the Headquarter Lease, we ceased use and subsequently subleased a portion of our former office space. Rental income escalates yearly and ranges from approximately $0.3 million to $0.4 million annually for total rental income of $1.3 million. As the rental income is expected to exceed our remaining lease obligations, we will continue to record our remaining lease obligations over the course of the initial lease term. The sublease expires in March 2023. Rent expense, excluding sublease income, for each of the three months ended June 30, 2021 and 2020 was $0.8 million and rental income for the each of the three months ended June 30, 2021 and 2020 was $0.1 million. Rent expense, excluding sublease income, for each of the six months ended June 30, 2021 and 2020 was $1.6 million and rental income for each of the six months ended June 30, 2021 and 2020 was $0.2 million. The following represents our future minimum payments under non-cancelable leases for operating facilities as of June 30, 2021 for each of the next five years and thereafter (in thousands): 2021 (remaining) $ 1,759 2022 3,533 2023 3,352 2024 2,780 2025 2,885 Thereafter 13,074 Total $ 27,383 Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible, and the loss or range of loss can be estimated, we will disclose the possible loss in the notes to our financial statements. Accounting for contingencies requires us to use judgment related to both the likelihood of a loss and the estimate of the amount or range of loss. Legal costs incurred in connection with loss contingencies are expensed as incurred. As previously disclosed in the final prospectus for our IPO filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) on March 18, 2021, on or about October 21, 2020, DoorDash filed a lawsuit against us in New York State Supreme Court, New York County, in a dispute over fees charged to DoorDash. On April 22, 2021, we entered into a definitive settlement agreement with DoorDash. Pursuant to the settlement, we and DoorDash agreed to a dismissal of this case in full without any amounts payable by us to DoorDash in connection with the settlement. Additionally, the parties exchanged releases. On April 22, 2021, we entered into a Restated Delivery Network Agreement (the “Restated Agreement”) with DoorDash, which replaced and superseded the Delivery Network Agreement and Rails Network Addendum, dated March 30, 2017, as previously amended on November 15, 2017 and November 12, 2020, between the Company and DoorDash. Under the terms of the Restated Agreement, we agreed to issue DoorDash a letter of credit in the amount of $25.0 million to guarantee any future unpaid and amounts owed to DoorDash under the Restated Agreement, principally related to our Dispatch module where our restaurant customers are the merchant of record and we collect funds from our restaurant customers. The letter of credit was |
Net (Loss) Income per Share Att
Net (Loss) Income per Share Attributable to Common Stockholders | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income per Share Attributable to Common Stockholders | Net (Loss) Income per Share Attributable to Common Stockholders A reconciliation of net (loss) income available to common stockholders and the number of shares in the calculation of basic (loss) income per share is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Net (loss) income and comprehensive (loss) income $ (2,437) $ 3,938 $ (28,894) $ 912 Less: accretion of redeemable convertible preferred stock to redemption value — (16) (14) (35) Less: undeclared 8% non-cumulative dividend on participating securities — (3,922) — (877) Net loss attributable to Class A and Class B common stockholders—basic and diluted $ (2,437) $ — $ (28,908) $ — Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Denominator: Weighted-average Class A and Class B common shares outstanding—basic and diluted 147,510,963 18,715,725 95,690,520 18,666,629 Net loss per share attributable to Class A and Class B common stockholders—basic and diluted $ (0.02) $ — $ (0.30) $ — The following securities were excluded from the computation of diluted net (loss) income per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Redeemable convertible preferred stock — 98,514,932 — 98,514,932 Outstanding stock options 42,967,950 42,136,659 42,967,950 42,136,659 Outstanding shares estimated to be purchased under ESPP 144,841 — 144,841 — Outstanding SARs — 1,646,501 — 1,646,501 Outstanding redeemable convertible preferred stock warrants — 1,682,847 — 1,682,847 Outstanding restricted stock units 109,444 — 109,444 — Total 43,222,235 143,980,939 43,222,235 143,980,939 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsTwo of our board members have ownership interests in companies to which we provide services, including one of our executive officers who serves on the board of one of these companies and receives an annual cash retainer for service on such board. During the three months ended June 30, 2021 and 2020, the Company generated approximately $0.6 million and $0.2 million of revenue from these customers identified as related parties. During the six months ended June 30, 2021 and 2020, the Company generated approximately $0.9 million and $0.4 million of revenue from these customers identified as related parties. As of June 30, 2021, the outstanding accounts receivable from the related parties was $0.3 million. As of December 31, 2020, the outstanding accounts receivable from the related parties was $0.4 million. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed interim 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”) for interim reporting. As permitted under those rules, certain notes or other financial information that are normally required by U.S. GAAP have been condensed or omitted from these interim financial statements. These unaudited interim financial statements have been prepared on a basis consistent with our annual financial statements and, in the opinion of management, reflect all |
Use of Estimates | Use of Estimates The preparation of 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 financial statements and the reported amounts of revenue and expenses during the reporting period. We regularly assess these estimates, including but not limited to, allowance for doubtful accounts, stock-based compensation including the determination of the fair value of our stock, fair value of warrant liabilities, realization of deferred tax assets, estimated life of our customers, estimated standalone selling price of our performance obligations and estimated transaction price for implementation services. We base these estimates on historical experience and on various other market-specific and relevant assumptions that we believe to be reasonable under the circumstances. Actual results could differ from these estimates and such differences could be material to the financial position and results of operations. |
Segment Information | Segment Information An operating segment is defined as a component of an enterprise for which discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”). We define the CODM as the Chief Executive Officer as his role is to make decisions about allocating resources and assessing performance. Our business operates in one operating segment as all of our offerings operate on a single platform and are deployed in an identical way, with our CODM evaluating our financial information, resources and performance of these resources on a combined basis. Since we operate in one operating segment, all required financial segment information can be found in the financial statements. As of June 30, 2021 and December 31, 2020, we did not have assets located outside of the United States and international revenue recognized during the three and six months ended June 30, 2021 was not material. |
Concentrations of Business | Concentrations of Business and Credit RiskWe are exposed to concentrations of credit risk primarily through our cash held by financial institutions. We primarily deposit our cash with one financial institution and the amount on deposit exceeds federally insured limits. As of June 30, 2021 and December 31, 2020, 10% and 11% of our accounts receivable were due from one customer, respectively. For the three months ended June 30, 2021 and 2020, one customer accounted for 16% and 19% of our revenue, respectively. For the six months ended June 30, 2021 and 2020, one customer accounted for 20% and 17% of our revenue, respectively. |
Credit Risks | Concentrations of Business and Credit RiskWe are exposed to concentrations of credit risk primarily through our cash held by financial institutions. We primarily deposit our cash with one financial institution and the amount on deposit exceeds federally insured limits. As of June 30, 2021 and December 31, 2020, 10% and 11% of our accounts receivable were due from one customer, respectively. For the three months ended June 30, 2021 and 2020, one customer accounted for 16% and 19% of our revenue, respectively. For the six months ended June 30, 2021 and 2020, one customer accounted for 20% and 17% of our revenue, respectively. |
Fair Value Measurement | Fair Value Measurement Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 inputs: Based on unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs: Based on observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 inputs: Based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities, and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The following summarizes assets and liabilities as of June 30, 2021 and December 31, 2020 that are measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): June 30, 2021 Level 1 Level 2 Level 3 Cash and cash equivalents: Money market funds $ 45,066 $ — $ — Total $ 45,066 $ — $ — December 31, 2020 Level 1 Level 2 Level 3 Cash and cash equivalents: Money market funds $ 45,039 $ — $ — Redeemable convertible preferred stock warrant liability — — 19,735 Total $ 45,039 $ — $ 19,735 There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the periods presented. The fair value measurement of the redeemable convertible preferred stock warrant liability is based on significant inputs not observed in the market and thus represents a Level 3 measurement. We estimated the fair value of the liability using the intrinsic value of the warrants. The change in fair value was recognized as other expense in the accompanying statements of operations and comprehensive loss. See Note 10 for information on the Level 3 inputs used to estimate the fair value of this liability. Prior to the IPO, all shares of our outstanding redeemable convertible preferred stock warrants were exercised and converted into redeemable convertible preferred stock. Upon completion of the IPO, all shares of our outstanding redeemable convertible preferred stock, inclusive of the warrants exercised, converted into shares of Class B common stock. |
Revenue Recognition | Revenue Recognition We derive our revenue primarily from platform fees to access our software platform and professional services. Revenue is recognized when control of these services transfers to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those services. We apply the principles in the standard using the following steps: • Identify the contract(s) with a customer • Identify the performance obligations in the contract • Determine the transaction price • Allocate the transaction price to the performance obligations in the contract • Recognize revenue when (or as) we satisfy a performance obligation Sales taxes collected from customers and remitted to various governmental authorities are excluded from the measurement of the transaction price and presented on a net basis in our statements of operations. Any balance collected and not paid, is reflected as a liability on the balance sheets. Platform Revenue Platform revenue primarily consists of fees generated when we provide our customers access to one or more of our Ordering, Dispatch and Rails modules of our cloud application, with routine customer support. Our subscription contracts are non-cancellable and typically begin with a minimum three-year term with automatic, annual renewal periods thereafter. The majority of platform services revenue is derived from subscription fees from our Ordering module, which provides digital ordering capabilities for end consumers to place food orders online from restaurants. The Ordering module is a stand-ready obligation to provide access to the platform that is satisfied over the contract term. Our contracts for the Ordering module provide for monthly fixed fees, or monthly fixed fees for a specified quantity of orders processed on the platform, plus monthly overage fees. We generally bill customers on a monthly basis, in arrears. We allocate the variable consideration related to the monthly overages to the distinct month during which the related services were performed as those fees relate specifically to providing the Ordering module of the platform in the period and represents the consideration we are entitled to for the access to the platform. As a result, the fixed monthly fees and monthly overages are included in the transaction price and recognized as revenue in the period in which the fee was generated. Our Dispatch module enables our restaurant customers to offer, manage, and expand delivery to its customers. Our customers for the Dispatch module are both the restaurants and delivery service providers (“DSPs”). The Dispatch module connects restaurants with DSPs to facilitate the ordering and delivery of orders to the restaurant’s customer. We typically collect a per transaction fee from both the restaurant and the DSP. Revenue is recognized when we have arranged for a DSP to deliver the order to the end consumer. Our Rails module allows our customers to control and manage menu availability and pricing and location information while directly integrating orders from third-party channels. Our performance obligation is a stand-ready obligation to provide access to the Rails module that is satisfied over the contract term. We typically receive a fee from the third-party channel for each transaction processed. No minimum monthly amounts or overage fees are charged to third-party channel in these arrangements. Although we do not directly charge our Ordering customers for these transactions, the transactions count toward the specified quantity and overages activity used in determining our Ordering customers monthly Ordering revenue. Professional Services and Other Revenue Professional services and other revenue primarily consists of fees for platform implementation services. The implementation fees in our contracts are generally variable, consisting of either a fixed fee or a fixed monthly fee over the duration of the implementation project. For contracts with fixed monthly fees, we estimate this variable consideration using the expected value method whereby, at contract inception, we estimate how many months it will take to implement the platform into the customer environment, including time to onboard restaurant franchise locations. This estimate is multiplied by the fixed monthly professional services fee to determine the transaction price, which is recognized over time as the services are performed. The transaction price may be subject to constraint and is included only to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur in a future period. For arrangements where we charge monthly fees, any additional months required for implementation are billed at the same fixed monthly fee. Our customers benefit from our services as they are provided, and we use a cost-to-cost measure of progress to recognize revenue from our implementation services. In certain contracts, we engage third parties to assist in providing professional services to our customers. We determined we are the principal in transferring these services to the customer and recognize revenue on a gross basis. We control the services being provided to our customer and are responsible for ensuring that the services are performed and are acceptable to our customer. That is, we are responsible for fulfillment of the promise in the contract with our customer, and we also have discretion in setting the price with our customer. Contracts with Multiple Performance Obligations Our contracts with customers may contain multiple performance obligations. We identify performance obligations in a contract with a customer based on the goods and services that will be transferred to the customer that are capable of being distinct and that are separately identifiable from other promises in the contract. If not considered distinct, the promised goods or services are combined with other goods or services and accounted for as a combined performance obligation. Identifying distinct performance obligations in a contract requires judgment. Our performance obligations primarily include access to our platform and its different modules and implementation services associated with the platform. Implementation services that require us to perform significant customization and modification of our platform to interface with the customer’s environment are not distinct from the platform. Since our Ordering customers can renew their agreements without paying for implementation again upon renewal, we considered the discounted fees at renewal to provide a material right to the customer. That is, because the customer can renew the implemented service at a discount from the original transaction price, we considered the discount to be a material right since it provides the customer a significant discount to future services. Our obligation to provide future services at a discount is accounted for as a separate performance obligation. Accordingly, we recognize the fair value of the material right over the expected customer life, which commences when the implementation services are complete and the customer obtains access to the platform. All other implementation services are generally distinct and accounted for as separate performance obligations. For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. We determine standalone selling price based on the price at which the distinct good or service is sold separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price taking into account available information such as market conditions, internally approved pricing and cost-plus expected margin guidelines related to the performance obligations. Contract Balances The timing of revenue recognition may differ from the timing of invoicing to customers. We record a receivable when revenue is recognized upon invoicing and payment will become due solely due to the passage of time. We record a contract asset when revenue is recognized prior to invoicing or payment is contingent upon transfer of control of another separate performance obligation. We record unearned revenue when revenue is recognized subsequent to cash collection. Unearned revenue that will be recognized during the succeeding 12-month period is recorded as current, and the remaining unearned revenue is recorded as non-current. Contract assets that will be billed to the customer during the succeeding 12-month period is recorded as current and the remaining contract asset is recorded as non-current. |
Stock-Based Compensation | Stock-Based Compensation We measure compensation expense for all stock-based payment awards, including stock options and restricted stock units (“RSUs”) granted to employees, directors, and nonemployees, as well as stock purchased under our 2021 Employee Stock Purchase Plan (“ESPP”), based on the estimated fair value of the awards on the date of grant. Compensation expense is recognized ratably in earnings, generally over the period during which an employee is required to provide service. We adjust compensation expense based on actual forfeitures as necessary. Time-Based Service Awards Our stock options generally vest ratably over a four-year period and the fair value of our awards is estimated on the date of grant using a Black-Scholes option pricing model. Awards with graded vesting features are recognized over the requisite service period for the entire award. The determination of the grant date fair value of stock awards issued is affected by a number of variables and subjective assumptions, including (i) the fair value of our common stock, (ii) the expected common stock price volatility over the expected life of the award, (iii) the expected term of the award, (iv) risk-free interest rates, (v) the exercise price, and (vi) the expected dividend yield of our common stock. The fair value for RSUs is calculated based on the stock price on the date of grant. Prior to the IPO, the fair value of our shares of common stock underlying the awards was historically determined by the board of directors with input from management and contemporaneous third-party valuations, as there was no public market for our common stock. The board of directors determined the fair value of the common stock by considering a number of objective and subjective factors including: the valuation of comparable companies, our operating and financial performance, the lack of liquidity of common stock, transactions in our common stock, and general and industry specific economic outlook, amongst other factors. After the completion of the IPO, the fair value of the Company’s common stock is determined based on the New York Stock Exchange (“NYSE”) closing price on the date of grant. We derive the volatility from the average historical stock volatilities of several peer public companies over a period equivalent to the expected term of the awards. We selected companies with comparable characteristics to us, including enterprise value, risk profiles, and position within the industry and with historical share price information sufficient to meet the expected term of the stock options. The historical volatility data has been computed using the daily closing prices for the selected companies. For employee awards granted at-the-money, we estimate the expected term based on the simplified method, which is the mid-point between the vesting date and the end of the contractual term for each award since our historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. For non-employee awards and employee awards granted out-of the-money, our best estimate of the expected term is the contractual term of the award. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of grant whose term is consistent with the expected life of the award. Expected dividend yield is zero percent as we have not paid and do not anticipate paying dividends on our Class B common stock or Class A common stock. Upon the exercise of a stock option award, shares of either our Class B common stock or Class A common stock are issued from authorized but unissued shares. Performance-Based Awards We also have historically granted SARs that vest only upon the satisfaction of performance based conditions. The performance-based conditions are satisfied upon the occurrence of a qualifying event, defined as the earlier of (i) the closing of certain change in control transactions, or (ii) an IPO. We record stock-based compensation expense for performance-based equity awards when the performance-based conditions are considered probable to be satisfied. As of June 30, 2021, the SARs were vested and settled upon completion of the IPO and 1,642,570 shares of Class B common stock were issued in connection with the IPO and we recognized $2.8 million of compensation expense. |
Recently Adopted and Not Yet Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12 , Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes, eliminates certain exceptions within ASC Topic 740, “ Income Taxes ,” and clarifies certain aspects of the current guidance to promote consistency among reporting entities. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. This guidance will be effective for public entity fiscal years beginning after December 15, 2020. We adopted ASU 2019-12 for the period that includes the six months ended June 30, 2021. The most applicable provision is the requirement for entities to account for the income-based portion of a tax as an income tax for those taxes that are partially based on income. This provision and all other provisions did not have a material impact to the tax provision for the three and six months ended June 30, 2021. Accounting Pronouncements Issued but Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which requires lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date; (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Additional disclosures will be required to allow the user to assess the amount, timing and uncertainty of cash flows arising from leasing activities. A modified retrospective transition approach is required for leases existing at the time of adoption. On November 15, 2018, the FASB issued ASU 2019-10 which deferred the effective date of the standard to fiscal years beginning after December 15, 2020. In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Deferral of the Effective Date , which delays the effective date of ASU No. 2014-09, which requires nonpublic companies to adopt the provisions of ASU 2016-02 for fiscal years beginning after December 15, 2021, and for interim periods In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following summarizes assets and liabilities as of June 30, 2021 and December 31, 2020 that are measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): June 30, 2021 Level 1 Level 2 Level 3 Cash and cash equivalents: Money market funds $ 45,066 $ — $ — Total $ 45,066 $ — $ — December 31, 2020 Level 1 Level 2 Level 3 Cash and cash equivalents: Money market funds $ 45,039 $ — $ — Redeemable convertible preferred stock warrant liability — — 19,735 Total $ 45,039 $ — $ 19,735 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table disaggregates revenue by type (in thousands): Three Months Ended June 30, 2021 Platform Professional Total Timing of revenue recognition Transferred over time $ 16,313 $ 1,370 $ 17,683 Transferred at a point in time 18,213 — 18,213 Total revenue $ 34,526 $ 1,370 $ 35,896 Three Months Ended June 30, 2020 Platform Professional Total Timing of revenue recognition Transferred over time $ 10,469 $ 1,785 $ 12,254 Transferred at a point in time 12,051 — 12,051 Total revenue $ 22,520 $ 1,785 $ 24,305 Six Months Ended June 30, 2021 Platform Professional Total Timing of revenue recognition Transferred over time $ 30,856 $ 2,570 $ 33,426 Transferred at a point in time 38,593 — 38,593 Total revenue $ 69,449 $ 2,570 $ 72,019 Six Months Ended June 30, 2020 Platform Professional Total Timing of revenue recognition Transferred over time $ 19,999 $ 3,045 $ 23,044 Transferred at a point in time 17,329 — 17,329 Total revenue $ 37,328 $ 3,045 $ 40,373 |
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, 2020 $ 5,176 Capitalization of deferred contract costs 1,644 Amortization of deferred contract costs (1,314) Balance at June 30, 2021 $ 5,506 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following (in thousands): Estimated Useful Life As of June 30, 2021 As of December 31, 2020 Computer and office equipment 3 - 5 $ 1,656 $ 1,375 Capitalized software 3 2,146 1,653 Furniture and fixtures 10 386 386 Leasehold improvements Shorter of estimated useful life or remaining term of lease 373 374 Total property and equipment 4,561 3,788 Less: accumulated depreciation and amortization (2,076) (1,547) Total property and equipment, net $ 2,485 $ 2,241 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): As of June 30, 2021 As of December 31, 2020 Prepaid software licensing fees $ 1,890 $ 855 Other 4,673 806 Total prepaid expenses and other current assets $ 6,563 $ 1,661 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities c onsisted of the following (in thousands): As of June 30, 2021 As of December 31, 2020 Accrued delivery service partner fees $ 38,862 $ 34,067 Accrued compensation and benefits 8,822 5,168 Other 3,620 2,434 Professional and consulting fees 813 909 Total accrued expenses and other current liabilities $ 52,117 $ 42,578 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | Class A common stock and Class B common stock reserved for future issuance consisted of the following: As of June 30, As of December 31, Redeemable convertible preferred stock — 98,514,932 Redeemable convertible preferred stock warrants — 1,682,847 Shares available for grant under employee stock purchase plan 3,900,000 — Shares available for grant under stock option plan 20,229,714 1,687,947 Restricted stock units 109,444 — Options issued and outstanding under stock option plan 42,967,950 40,807,939 Total common stock reserved for future issuance 67,207,108 142,693,665 |
Schedule of Redeemable Convertible Preferred Stock | As of December 31, 2020, redeemable convertible preferred stock, authorized, issued, outstanding and liquidation values are as follows (in thousands, except share and per share amounts): December 31, 2020 Shares Shares Issued Net Carrying Redemption Redemption Series A 696,235 696,235 $ 957 $ 1.38 $ 957 Series A-1 3,713,616 3,698,452 6,092 1.65 6,092 Series B 8,184,548 8,184,548 5,854 0.70 5,700 Series C 14,151,361 12,620,154 8,760 0.70 8,789 Series D 24,172,487 24,172,487 40,276 1.67 40,350 Series E 9,590,873 9,590,873 49,798 $ 5.21 50,000 Total 60,509,120 58,962,749 $ 111,737 $ 111,888 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Shares Available for Future Grant | The following table summarizes the shares available for future grants: Shares Available for Future Grant Balances at December 31, 2020 1,687,947 Additions to plans 25,122,000 Options granted (6,951,470) RSUs awarded (109,444) Options forfeited and canceled 480,681 Balance at June 30, 2021 20,229,714 |
Schedule of Restricted Stock Units | The following summarizes the activity for the unvested RSUs during the six months ended June 30, 2021: Shares Weighted- Unvested at December 31, 2020 — $ — Granted 109,444 29.08 Vested — — Forfeited and canceled — — Unvested at June 30, 2021 109,444 $ 29.08 |
Schedule of Stock Options | The following summarizes our stock option activity for the six months ended June 30, 2021: Number of Weighted- Weighted- Aggregate As of December 31, 2020 39,161,438 $ 1.93 5.89 $ 347,574 Granted 6,951,470 10.28 Exercised (2,664,277) 1.17 Forfeited and canceled (480,681) 5.48 Vested and expected to vest as of June 30, 2021 42,967,950 $ 3.29 6.10 $ 1,465,286 Exercisable as of June 30, 2021 29,481,720 $ 1.65 4.72 $ 1,053,700 |
Schedule of Options Vested | The following table summarizes the weighted-average grant date fair value of options granted, intrinsic value of options exercised, and grant date fair value of options vested for the three and six months ended June 30, 2021 and 2020 (in thousands, except per share amounts): Three Months Ended Six Months Ended 2021 2020 2021 2020 Weighted-average grant date fair value of options granted $ 17.64 $ 3.47 $ 10.70 $ 2.89 Intrinsic value of options exercised 18,622 1,723 71,998 2,228 Total grant date fair value of options vested 12,696 1,506 18,646 8,698 |
Schedule of Black-Scholes Option Pricing Model Assumptions | We estimated the fair value of stock options granted using the Black-Scholes option pricing model with the following weighted-average assumptions: Three Months Ended Six Months Ended 2021 2020 2021 2020 Expected term (in years) 6.00 5.52 - 6.05 5.48 - 6.07 5.52 - 6.07 Volatility 65% 65% 52% - 65% 43% - 65% Risk-free interest rate 1.06% 0.38% - 0.53% 0.50% - 1.06% 0.38% - 1.63% Dividend yield 0% 0% 0% 0% Fair value of underlying common stock $30.02 $5.38 - $5.45 $16.78 - $30.02 $4.06 - $5.45 |
Schedule of Stock-based Compensation By Statement of Operations Line Item | The classification of stock-based compensation expense by line item within the statements of operations and comprehensive loss is as follows (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Cost of revenue - platform $ 744 $ 101 $ 1,180 $ 208 Cost of revenue - professional services and other 131 18 246 39 Research and development 2,500 284 5,952 527 General and administrative 4,237 671 8,095 1,203 Sales and marketing 536 64 924 110 Total stock-based compensation expense $ 8,148 $ 1,138 $ 16,397 $ 2,087 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule of Convertible Redeemable Preferred Stock Warrants | The following table summarizes the activity of the redeemable convertible preferred stock warrants since December 31, 2020: Issuance Date Expiration Date Exercise Price Warrants Outstanding at December 31, Warrants Exercised in The Six Months Ended June 30, 2021 Warrants Outstanding at June 30, Series A-1 2012 5/14/2022 $ 0.17 151,640 151,640 — Series B 2012 1/31/2019 0.70 — — — Series C 2014 10/10/2024 0.70 562,241 562,241 — Series C 2016 1/12/2026 — 968,966 968,966 — Total 1,682,847 1,682,847 — The following table represents the current period’s activity of the redeemable convertible preferred stock warrant liability (in thousands): Fair Value Balance at January 1, 2021 $ 19,735 Change in fair value 18,930 Exercise of warrants (38,665) Balance at June 30, 2021 $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Leases | The following represents our future minimum payments under non-cancelable leases for operating facilities as of June 30, 2021 for each of the next five years and thereafter (in thousands): 2021 (remaining) $ 1,759 2022 3,533 2023 3,352 2024 2,780 2025 2,885 Thereafter 13,074 Total $ 27,383 |
Net Income (Loss) per Share Att
Net Income (Loss) per Share Attributable to Common Stockholders (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Available to Common Stockholders | A reconciliation of net (loss) income available to common stockholders and the number of shares in the calculation of basic (loss) income per share is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Net (loss) income and comprehensive (loss) income $ (2,437) $ 3,938 $ (28,894) $ 912 Less: accretion of redeemable convertible preferred stock to redemption value — (16) (14) (35) Less: undeclared 8% non-cumulative dividend on participating securities — (3,922) — (877) Net loss attributable to Class A and Class B common stockholders—basic and diluted $ (2,437) $ — $ (28,908) $ — Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Denominator: Weighted-average Class A and Class B common shares outstanding—basic and diluted 147,510,963 18,715,725 95,690,520 18,666,629 Net loss per share attributable to Class A and Class B common stockholders—basic and diluted $ (0.02) $ — $ (0.30) $ — |
Schedule of Anti-dilutive Securities Excluded from Loss per Share | The following securities were excluded from the computation of diluted net (loss) income per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Redeemable convertible preferred stock — 98,514,932 — 98,514,932 Outstanding stock options 42,967,950 42,136,659 42,967,950 42,136,659 Outstanding shares estimated to be purchased under ESPP 144,841 — 144,841 — Outstanding SARs — 1,646,501 — 1,646,501 Outstanding redeemable convertible preferred stock warrants — 1,682,847 — 1,682,847 Outstanding restricted stock units 109,444 — 109,444 — Total 43,222,235 143,980,939 43,222,235 143,980,939 |
Business (Details)
Business (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 19, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Class of Stock [Line Items] | ||||
Stock issuance costs | $ 4,118 | $ 735 | ||
Issuance of preferred stock on exercises of warrants (in shares) | 1,681,848 | |||
IPO | ||||
Class of Stock [Line Items] | ||||
Stock issuance costs | $ 6,600 | |||
Common Class A | IPO | ||||
Class of Stock [Line Items] | ||||
Shares issued and sold (in shares) | 20,700,000 | |||
Public offing price per share (in USD per share) | $ 25 | |||
Proceeds from public offering | $ 485,500 | |||
Redeemable Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Issuance of preferred stock on exercises of warrants (in shares) | 1,682,847 | |||
Common Class B | ||||
Class of Stock [Line Items] | ||||
Shares converted (in shares) | 100,196,780 | |||
Common Class B | Outstanding SARs | ||||
Class of Stock [Line Items] | ||||
Shares issued upon vesting and settlement (in shares) | 1,642,570 |
Significant Accounting Polici_4
Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)segmentshares | Jun. 30, 2020USD ($) | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Number of operating segments | segment | 1 | ||||
Vesting period (in years) | 4 years | ||||
Stock-based compensation expense | $ 8,148 | $ 1,138 | $ 16,397 | $ 2,087 | |
Accounts Receivable | Customer Concentration Risk | Largest Customer | |||||
Property, Plant and Equipment [Line Items] | |||||
Concentration risk | 10.00% | 11.00% | |||
Revenue Benchmark | Customer Concentration Risk | Largest Customer | |||||
Property, Plant and Equipment [Line Items] | |||||
Concentration risk | 16.00% | 19.00% | 20.00% | 17.00% | |
Outstanding SARs | |||||
Property, Plant and Equipment [Line Items] | |||||
Stock-based compensation expense | $ 2,800 | ||||
Outstanding SARs | Common Class B | |||||
Property, Plant and Equipment [Line Items] | |||||
Issuance of common stock upon settlement of SARs (in shares) | shares | 1,642,570 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value | $ 45,066 | $ 45,039 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value | 0 | 19,735 |
Money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value asset | 45,066 | 45,039 |
Money market funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value asset | 0 | 0 |
Money market funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value asset | $ 0 | 0 |
Redeemable convertible preferred stock warrant liability | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liability | 0 | |
Redeemable convertible preferred stock warrant liability | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liability | 0 | |
Redeemable convertible preferred stock warrant liability | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liability | $ 19,735 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue: | $ 35,896 | $ 24,305 | $ 72,019 | $ 40,373 |
Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue: | 17,683 | 12,254 | 33,426 | 23,044 |
Transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue: | 18,213 | 12,051 | 38,593 | 17,329 |
Platform | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue: | 34,526 | 22,520 | 69,449 | 37,328 |
Platform | Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue: | 16,313 | 10,469 | 30,856 | 19,999 |
Platform | Transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue: | 18,213 | 12,051 | 38,593 | 17,329 |
Professional services and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue: | 1,370 | 1,785 | 2,570 | 3,045 |
Professional services and other | Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue: | 1,370 | 1,785 | 2,570 | 3,045 |
Professional services and other | Transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue: | $ 0 | $ 0 | $ 0 | $ 0 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Contract assets | $ 1.4 | $ 0.9 | |
Revenue recognized previously unearned | 0.4 | $ 0.6 | |
Remaining performance obligations | $ 39.5 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Percent of remaining performance obligation expected to be recognized | 40.00% | ||
Revenue, remaining performance obligation, period | 12 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | Minimum | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue, remaining performance obligation, period | 24 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | Maximum | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue, remaining performance obligation, period | 48 months |
Revenue Recognition - Deferred
Revenue Recognition - Deferred Contract Costs (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Capitalized Contract Cost [Roll Forward] | |
Capitalized contract cost balance at beginning of period | $ 5,176 |
Capitalization of deferred contract costs | 1,644 |
Amortization of deferred contract costs | (1,314) |
Capitalized contract cost balance at end of period | $ 5,506 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 4,561 | $ 4,561 | $ 3,788 | ||
Less: accumulated depreciation and amortization | (2,076) | (2,076) | (1,547) | ||
Total property and equipment, net | 2,485 | 2,485 | 2,241 | ||
Depreciation and amortization | 300 | $ 100 | 527 | $ 277 | |
Computer and office equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 1,656 | $ 1,656 | 1,375 | ||
Computer and office equipment | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated Useful Life (in Years) | 3 years | ||||
Computer and office equipment | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated Useful Life (in Years) | 5 years | ||||
Capitalized software | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated Useful Life (in Years) | 3 years | ||||
Property and equipment, gross | 2,146 | $ 2,146 | 1,653 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated Useful Life (in Years) | 10 years | ||||
Property and equipment, gross | 386 | $ 386 | 386 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 373 | $ 373 | $ 374 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid software licensing fees | $ 1,890 | $ 855 |
Other | 4,673 | 806 |
Total prepaid expenses and other current assets | $ 6,563 | $ 1,661 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued delivery service partner fees | $ 38,862 | $ 34,067 |
Accrued compensation and benefits | 8,822 | 5,168 |
Other | 3,620 | 2,434 |
Professional and consulting fees | 813 | 909 |
Total accrued expenses and other current liabilities | $ 52,117 | $ 42,578 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | May 06, 2021 | Apr. 30, 2021 | Apr. 22, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||||||
Interest expense | $ 0 | $ 111,000 | $ 0 | $ 157,000 | |||||
Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest expense | $ 100,000 | $ 200,000 | |||||||
Revolving Credit Facility | Letter of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding balance of credit | $ 1,400,000 | $ 1,400,000 | |||||||
Revolving Credit Facility | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 0.00% | 0.00% | 5.00% | ||||||
Maximum borrowing capacity | $ 35,000,000 | $ 25,000,000 | |||||||
Current borrowing capacity | $ 8,600,000 | $ 8,600,000 | |||||||
Outstanding balance of credit | $ 0 | $ 0 | |||||||
Failure to cure default, increase in interest rate | 5.00% | 5.00% | |||||||
Non-Formula Line | Revolving Credit Facility | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 5.00% | 5.00% | |||||||
Non-Formula Line | Revolving Credit Facility | Prime Rate | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread | 0.75% | ||||||||
Formula Line | Revolving Credit Facility | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 4.50% | 4.50% | |||||||
Formula Line | Revolving Credit Facility | Prime Rate | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread | 0.20% | ||||||||
DoorDash Agreement | Letter of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Letter of credit issued amount | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | |||||
Amounts drawn against letter of credit | $ 0 | $ 0 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - Narrative (Details) $ / shares in Units, $ in Thousands | Mar. 05, 2021vote$ / sharesshares | Mar. 31, 2021shares | Mar. 31, 2021USD ($) | Jun. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | |||||
Stock split ratio | 17 | ||||
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | 0 | ||
Preferred stock, par value (in USD per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||
Issuance of common stock in connection with charitable donation | $ | $ 5,125 | ||||
Common Class A | |||||
Class of Stock [Line Items] | |||||
Common stock authorized (in shares) | 1,700,000,000 | 1,700,000,000 | 0 | ||
Number of votes per share of common stock | vote | 1 | ||||
Outstanding shares reclassified (in shares) | 27,641,224 | 0 | |||
Issuance of common stock in connection with charitable donation (in shares) | 172,918 | ||||
Issuance of common stock in connection with charitable donation | $ | $ 5,100 | ||||
Approved shares for issuance in connection with charitable donation (in shares) | 1,729,189 | ||||
Common Class B | |||||
Class of Stock [Line Items] | |||||
Common stock authorized (in shares) | 185,000,000 | 185,000,000 | 185,000,000 | ||
Number of votes per share of common stock | vote | 10 | ||||
Outstanding shares reclassified (in shares) | 124,012,926 | 120,055,607 | 22,320,286 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Common Stock Reserved for Future Issuance (Details) - shares | Jun. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 67,207,108 | 142,693,665 |
Redeemable Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 0 | 98,514,932 |
Redeemable convertible preferred stock warrants | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 0 | 1,682,847 |
Shares available for grant under employee stock purchase plan | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 3,900,000 | 0 |
Shares available for grant under stock option plan | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 20,229,714 | 1,687,947 |
Restricted stock units | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 109,444 | 0 |
Options issued and outstanding under stock option plan | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 42,967,950 | 40,807,939 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Schedule of Temporary Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Temporary Equity, Other Disclosures [Abstract] | ||||||
Temporary equity, shares authorized (in shares) | 0 | 60,509,120 | ||||
Temporary equity, shares outstanding (in shares) | 0 | 58,962,749 | ||||
Temporary equity, shares issued (in shares) | 0 | 0 | 58,962,749 | 58,962,749 | 49,371,876 | 49,371,876 |
Net Carrying Value | $ 0 | $ 0 | $ 111,737 | $ 111,702 | $ 61,920 | $ 61,901 |
Redemption Value/Liquidation Preference | $ 111,888 | |||||
Series A | ||||||
Temporary Equity, Other Disclosures [Abstract] | ||||||
Temporary equity, shares authorized (in shares) | 696,235 | |||||
Temporary equity, shares outstanding (in shares) | 696,235 | |||||
Temporary equity, shares issued (in shares) | 696,235 | |||||
Net Carrying Value | $ 957 | |||||
Redemption price / liquidation preference (in USD per share) | $ 1.38 | |||||
Redemption Value/Liquidation Preference | $ 957 | |||||
Series A-1 | ||||||
Temporary Equity, Other Disclosures [Abstract] | ||||||
Temporary equity, shares authorized (in shares) | 3,713,616 | |||||
Temporary equity, shares outstanding (in shares) | 3,698,452 | |||||
Temporary equity, shares issued (in shares) | 3,698,452 | |||||
Net Carrying Value | $ 6,092 | |||||
Redemption price / liquidation preference (in USD per share) | $ 1.65 | |||||
Redemption Value/Liquidation Preference | $ 6,092 | |||||
Series B | ||||||
Temporary Equity, Other Disclosures [Abstract] | ||||||
Temporary equity, shares authorized (in shares) | 8,184,548 | |||||
Temporary equity, shares outstanding (in shares) | 8,184,548 | |||||
Temporary equity, shares issued (in shares) | 8,184,548 | |||||
Net Carrying Value | $ 5,854 | |||||
Redemption price / liquidation preference (in USD per share) | $ 0.70 | |||||
Redemption Value/Liquidation Preference | $ 5,700 | |||||
Series C | ||||||
Temporary Equity, Other Disclosures [Abstract] | ||||||
Temporary equity, shares authorized (in shares) | 14,151,361 | |||||
Temporary equity, shares outstanding (in shares) | 12,620,154 | |||||
Temporary equity, shares issued (in shares) | 12,620,154 | |||||
Net Carrying Value | $ 8,760 | |||||
Redemption price / liquidation preference (in USD per share) | $ 0.70 | |||||
Redemption Value/Liquidation Preference | $ 8,789 | |||||
Series D | ||||||
Temporary Equity, Other Disclosures [Abstract] | ||||||
Temporary equity, shares authorized (in shares) | 24,172,487 | |||||
Temporary equity, shares outstanding (in shares) | 24,172,487 | |||||
Temporary equity, shares issued (in shares) | 24,172,487 | |||||
Net Carrying Value | $ 40,276 | |||||
Redemption price / liquidation preference (in USD per share) | $ 1.67 | |||||
Redemption Value/Liquidation Preference | $ 40,350 | |||||
Series E | ||||||
Temporary Equity, Other Disclosures [Abstract] | ||||||
Temporary equity, shares authorized (in shares) | 9,590,873 | |||||
Temporary equity, shares outstanding (in shares) | 9,590,873 | |||||
Temporary equity, shares issued (in shares) | 9,590,873 | |||||
Net Carrying Value | $ 49,798 | |||||
Redemption price / liquidation preference (in USD per share) | $ 5.21 | |||||
Redemption Value/Liquidation Preference | $ 50,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | Mar. 17, 2021 | Mar. 13, 2021 | Mar. 05, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period (in years) | 4 years | |||||||
Outstanding shares exercised early (in shares) | 162,469 | 162,469 | 204,850 | |||||
Liability recorded for unvested shares exercised early | $ 600 | $ 600 | ||||||
Accrued expenses and other liabilities recorded for unvested shares exercised early | 200 | 200 | ||||||
Other liabilities, non-current, recorded for unvested shares exercised early | $ 300 | $ 300 | ||||||
Common shares authorized for issuance (in shares) | 20,530,918 | 20,530,918 | 46,170,691 | |||||
SARs granted (in shares) | 6,951,470 | |||||||
Stock-based compensation expense | $ 8,148 | $ 1,138 | $ 16,397 | $ 2,087 | ||||
Aggregate intrinsic value of shares outstanding | 1,465,286 | 1,465,286 | $ 347,574 | |||||
Future stock-based compensation for unvested options granted and outstanding | $ 84,800 | $ 84,800 | 29,600 | |||||
Outstanding SARs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
SARs granted (in shares) | 0 | 0 | 0 | 0 | ||||
Stock-based compensation expense | $ 2,800 | |||||||
Aggregate intrinsic value of shares outstanding | $ 17,700 | |||||||
Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expiration period | 10 years | |||||||
Percent determining major stockholder | 10.00% | |||||||
Percentage of fair value of shares at grant date to determine purchase price | 100.00% | |||||||
Vesting period (in years) | 4 years | |||||||
SARs granted (in shares) | 6,951,470 | |||||||
Weighted-average recognition period | 3 years 3 months 21 days | 3 years 1 month 13 days | ||||||
Options | 10% Stockholder | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expiration period | 5 years | |||||||
Incentive Stock Option (ISO) And Nonqualified Stock Option (NSO) | 10% Stockholder | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percentage of fair value of shares at grant date to determine purchase price | 110.00% | |||||||
Restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Value of awards granted | $ 1,000 | |||||||
RSUs granted (in shares) | 39,870 | 109,444 | ||||||
SARs granted (in shares) | 109,444 | |||||||
Unrecognized compensation expense | $ 2,900 | $ 2,900 | ||||||
Weighted-average recognition period | 2 years 9 months 21 days | |||||||
Restricted stock units | Board Of Directors | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period (in years) | 3 years | |||||||
Value of awards granted | $ 300 | |||||||
ESPP | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 500 | $ 500 | ||||||
Minimum | Incentive Stock Option (ISO) And Nonqualified Stock Option (NSO) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percent determining major stockholder | 10.00% | |||||||
Common Class A | ESPP | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percentage of fair value of shares at grant date to determine purchase price | 85.00% | |||||||
Common shares authorized for issuance (in shares) | 3,900,000 | |||||||
Annual percent increase of number of shares reserved for issuance | 1.00% | |||||||
Annual increase of number of shares reserved for issuance (in shares) | 11,700,000 | |||||||
Percentage of earnings applied to purchase of stock under ESPP | 15.00% | |||||||
Common Class B | Outstanding SARs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued upon vesting and settlement (in shares) | 1,642,570 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Shares Available for Future Grants (Details) | 6 Months Ended |
Jun. 30, 2021shares | |
Share-based Compensation Activity [Roll Forward] | |
Options available for future grant at beginning of period (in shares) | 142,693,665 |
Awards granted (in shares) | (6,951,470) |
Options forfeited and canceled (in shares) | 480,681 |
Options available for future grant at end of period (in shares) | 67,207,108 |
Options | |
Share-based Compensation Activity [Roll Forward] | |
Options available for future grant at beginning of period (in shares) | 1,687,947 |
Additions to plans (in shares) | 25,122,000 |
Awards granted (in shares) | (6,951,470) |
Options forfeited and canceled (in shares) | 480,681 |
Options available for future grant at end of period (in shares) | 20,229,714 |
Outstanding restricted stock units | |
Share-based Compensation Activity [Roll Forward] | |
Awards granted (in shares) | (109,444) |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of RSUs (Details) - Restricted stock units - $ / shares | Mar. 17, 2021 | Jun. 30, 2021 |
Shares | ||
RSUs unvested at beginning of period (in shares) | 0 | |
RSUs granted (in shares) | 39,870 | 109,444 |
RSUs vested (in shares) | 0 | |
RSUs forfeited and canceled (in shares) | 0 | |
RSUs unvested at end of period (in shares) | 109,444 | |
Weighted- Average Grant Date Fair Value | ||
Weighted-average grant date fair value of RSUs unvested at beginning of period (in USD per share) | $ 0 | |
Weighted-average grant date fair value of RSUs granted (in USD per share) | 29.08 | |
Weighted-average grant date fair value of RSUs vested (in USD per share) | 0 | |
Weighted-average grant date fair value of RSUs forfeited and canceled (in USD per share) | 0 | |
Weighted-average grant date fair value of RSUs unvested at end of period (in USD per share) | $ 29.08 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Stock Options (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Number of options outstanding | ||
Options outstanding at beginning of period (in shares) | shares | 39,161,438 | |
Awards granted and awarded (in shares) | shares | 6,951,470 | |
Options exercised (in shares) | shares | (2,664,277) | |
Options forfeited and canceled (in shares) | shares | (480,681) | |
Options outstanding at end of period (in shares) | shares | 42,967,950 | 39,161,438 |
Options vested and expected to vest (in shares) | shares | 42,967,950 | |
Options exercisable (in shares) | shares | 29,481,720 | |
Weighted- average exercise price (Per share) | ||
Weighted-average exercise price of options outstanding at beginning of period (in USD per share) | $ / shares | $ 1.93 | |
Weighted-average exercise price of options granted (in USD per share) | $ / shares | 10.28 | |
Weighted-average exercise price of options exercised (in USD per share) | $ / shares | 1.17 | |
Weighted-average exercise price of options forfeited and canceled (in USD per share) | $ / shares | 5.48 | |
Weighted-average exercise price of options outstanding at end of period (in USD per share) | $ / shares | 3.29 | $ 1.93 |
Weighted-average exercise price of options vested and expected to vest (in USD per share) | $ / shares | 3.29 | |
Weighted-average exercise price of options exercisable (in USD per share) | $ / shares | $ 1.65 | |
Weighted-average remaining contractual term of options outstanding (in years) | 6 years 1 month 6 days | 5 years 10 months 20 days |
Weighted-average remaining contractual term of options vested and expected to vest (in years) | 6 years 1 month 6 days | |
Weighted-average remaining contractual term of options exercisable (in years) | 4 years 8 months 19 days | |
Aggregate intrinsic value of shares outstanding | $ | $ 1,465,286 | $ 347,574 |
Aggregate intrinsic value of options vested and expected to vest | $ | 1,465,286 | |
Aggregate intrinsic value of shares exercisable | $ | $ 1,053,700 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Additional Stock Option Disclosures (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | ||||
Weighted-average grant date fair value of options granted (in USD per share) | $ 17.64 | $ 3.47 | $ 10.70 | $ 2.89 |
Intrinsic value of options exercised | $ 18,622 | $ 1,723 | $ 71,998 | $ 2,228 |
Total grant date fair value of options vested | $ 12,696 | $ 1,506 | $ 18,646 | $ 8,698 |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of Black-Scholes Assumptions (Details) - Options - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 6 years | |||
Volatility | 65.00% | 65.00% | ||
Minimum risk-free interest rate | 1.06% | 0.38% | 0.50% | 0.38% |
Maximum risk-free interest rate | 0.53% | 1.06% | 1.63% | |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Fair value of underlying common stock (in USD per share) | $ 30.02 | $ 30.02 | ||
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 5 years 6 months 7 days | 5 years 5 months 23 days | 5 years 6 months 7 days | |
Volatility | 52.00% | 43.00% | ||
Fair value of underlying common stock (in USD per share) | 16.78 | $ 16.78 | ||
Fair value of underlying common stock (in USD per share) | $ 5.38 | $ 4.06 | ||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 6 years 18 days | 6 years 25 days | 6 years 25 days | |
Volatility | 65.00% | 65.00% | ||
Fair value of underlying common stock (in USD per share) | $ 30.02 | $ 30.02 | ||
Fair value of underlying common stock (in USD per share) | $ 5.45 | $ 5.45 |
Stock-Based Compensation - Sc_6
Stock-Based Compensation - Schedule of Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 8,148 | $ 1,138 | $ 16,397 | $ 2,087 |
Cost of Sales | Platform | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 744 | 101 | 1,180 | 208 |
Cost of Sales | Professional services and other | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 131 | 18 | 246 | 39 |
Research and Development Expense | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 2,500 | 284 | 5,952 | 527 |
General and Administrative Expense | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 4,237 | 671 | 8,095 | 1,203 |
Selling and Marketing Expense | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 536 | $ 64 | $ 924 | $ 110 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||||||
Shares exercised (in shares) | 1,681,848 | |||||
Change in fair value of warrants | $ 0 | $ 1,676 | $ 18,930 | $ 2,017 | ||
Common Class B | ||||||
Class of Warrant or Right [Line Items] | ||||||
Shares converted (in shares) | 100,196,780 | |||||
Redeemable Convertible Preferred Stock | ||||||
Class of Warrant or Right [Line Items] | ||||||
Shares exercised (in shares) | 1,682,847 | |||||
Redeemable convertible preferred stock warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Stock price (in USD per share) | $ 12.77 |
Warrants - Schedule of Redeemab
Warrants - Schedule of Redeemable Convertible Preferred Stock Warrants (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding at beginning of period (in shares) | 1,682,847 |
Warrants exercised in period (in shares) | 1,682,847 |
Warrants outstanding at end of period (in shares) | 0 |
Series A-1 | |
Class of Warrant or Right [Line Items] | |
Exercise price of warrants (in USD per share) | $ / shares | $ 0.17 |
Warrants outstanding at beginning of period (in shares) | 151,640 |
Warrants exercised in period (in shares) | 151,640 |
Warrants outstanding at end of period (in shares) | 0 |
Series B | |
Class of Warrant or Right [Line Items] | |
Exercise price of warrants (in USD per share) | $ / shares | $ 0.70 |
Warrants outstanding at beginning of period (in shares) | 0 |
Warrants exercised in period (in shares) | 0 |
Warrants outstanding at end of period (in shares) | 0 |
Series C Issued 2014 | |
Class of Warrant or Right [Line Items] | |
Exercise price of warrants (in USD per share) | $ / shares | $ 0.70 |
Warrants outstanding at beginning of period (in shares) | 562,241 |
Warrants exercised in period (in shares) | 562,241 |
Warrants outstanding at end of period (in shares) | 0 |
Series C Issued 2016 | |
Class of Warrant or Right [Line Items] | |
Exercise price of warrants (in USD per share) | $ / shares | $ 0 |
Warrants outstanding at beginning of period (in shares) | 968,966 |
Warrants exercised in period (in shares) | 968,966 |
Warrants outstanding at end of period (in shares) | 0 |
Warrants - Fair Value Rollforwa
Warrants - Fair Value Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Warrants Or Rights [Roll Forward] | ||||
Beginning of period | $ 19,735 | |||
Change in fair value | $ 0 | $ 1,676 | 18,930 | $ 2,017 |
Exercise of warrants | (38,665) | |||
End of period | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | (0.25%) | (1.19%) |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | May 06, 2021 | Apr. 22, 2021 | |
Operating Leased Assets [Line Items] | ||||||
Total lease rental payment | $ 28,800,000 | $ 28,800,000 | ||||
Lease renewal term | 5 years | 5 years | ||||
Rental abatement term | 11 months | |||||
Lease term after abatement | 5 years | |||||
Rental payment percent increase | 6.00% | 6.00% | ||||
Lease remaining term | 5 years | |||||
Security deposit | $ 1,400,000 | $ 1,400,000 | ||||
Total rental income | 1,300,000 | 1,300,000 | ||||
Rent expense | 800,000 | $ 800,000 | 1,600,000 | $ 1,600,000 | ||
Rental income | 100,000 | $ 100,000 | 200,000 | $ 200,000 | ||
Restated Agreement | Letter of Credit | ||||||
Operating Leased Assets [Line Items] | ||||||
Letter of credit issued amount | $ 25,000,000 | 25,000,000 | $ 25,000,000 | $ 25,000,000 | ||
Minimum | ||||||
Operating Leased Assets [Line Items] | ||||||
Sublease annual rental income increase | 300,000 | |||||
Maximum | ||||||
Operating Leased Assets [Line Items] | ||||||
Sublease annual rental income increase | $ 400,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 (remaining) | $ 1,759 |
2022 | 3,533 |
2023 | 3,352 |
2024 | 2,780 |
2025 | 2,885 |
Thereafter | 13,074 |
Total | $ 27,383 |
Net (Loss) Income per Share A_2
Net (Loss) Income per Share Attributable to Common Stockholders - Schedule of EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||||
Net (loss) income and comprehensive (loss) income | $ (2,437) | $ (26,457) | $ 3,938 | $ (3,026) | $ (28,894) | $ 912 |
Less: accretion of redeemable convertible preferred stock to redemption value | 0 | (16) | (14) | (35) | ||
Less: undeclared 8% non-cumulative dividend on participating securities | 0 | (3,922) | 0 | (877) | ||
Net loss attributable to Class A and Class B stockholders, basic | (2,437) | 0 | (28,908) | 0 | ||
Net loss attributable to Class A and Class B stockholders, diluted | $ (2,437) | $ 0 | $ (28,908) | $ 0 | ||
Temporary equity dividend rate | 8.00% | 8.00% | ||||
Weighted-average Class A and Class B common shares outstanding - basic (in shares) | 147,510,963 | 18,715,725 | 95,690,520 | 18,666,629 | ||
Weighted-average Class A and Class B common shares outstanding - diluted (in shares) | 147,510,963 | 18,715,725 | 95,690,520 | 18,666,629 | ||
Net loss per share attributable to Class A and Class B common stockholders - basic (in shares) | $ (0.02) | $ 0 | $ (0.30) | $ 0 | ||
Net loss per share attributable to Class A and Class B common stockholders - diluted (in shares) | $ (0.02) | $ 0 | $ (0.30) | $ 0 |
Net (Loss) Income per Share A_3
Net (Loss) Income per Share Attributable to Common Stockholders - Antidilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of net loss per share (in shares) | 43,222,235 | 143,980,939 | 43,222,235 | 143,980,939 |
Redeemable Convertible Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of net loss per share (in shares) | 0 | 98,514,932 | 0 | 98,514,932 |
Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of net loss per share (in shares) | 42,967,950 | 42,136,659 | 42,967,950 | 42,136,659 |
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) | 144,841 | 0 | 144,841 | 0 |
Outstanding SARs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of net loss per share (in shares) | 0 | 1,646,501 | 0 | 1,646,501 |
Redeemable convertible preferred stock warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of net loss per share (in shares) | 0 | 1,682,847 | 0 | 1,682,847 |
Outstanding restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of net loss per share (in shares) | 109,444 | 0 | 109,444 | 0 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($)executiveOfficerboardMembercustomer | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)executiveOfficerboardMembercustomer | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Related Party Transaction [Line Items] | |||||
Revenue from related parties | $ 0.6 | $ 0.2 | $ 0.9 | $ 0.4 | |
Accounts receivables due from related parties | $ 0.3 | $ 0.3 | $ 0.4 | ||
Executive Officer | |||||
Related Party Transaction [Line Items] | |||||
Executive officers serving on boards of related parties | executiveOfficer | 1 | 1 | |||
Customers with Olo executives serving as board members | customer | 1 | 1 | |||
Board Member | |||||
Related Party Transaction [Line Items] | |||||
Board members with ownership in related parties | boardMember | 2 | 2 |