Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 02, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-40819 | |
Entity Registrant Name | Toast, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-4168768 | |
Entity Address, Address Line One | 401 Park Drive, | |
Entity Address, Address Line Two | Suite 801 | |
Entity Address, City or Town | Boston, | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02215 | |
City Area Code | 617 | |
Local Phone Number | 297-1005 | |
Title of 12(b) Security | Class A common stock, par value of $0.000001 per share | |
Trading Symbol | TOST | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001650164 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 73,730,137 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 431,016,172 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 1,301,619 | $ 581,824 |
Accounts receivable, net of allowance for doubtful accounts of $2,568 and $4,438, respectively, at September 30, 2021 and December 31, 2020 | 52,730 | 32,633 |
Merchant cash advances and loans receivable, net of allowance for uncollectible loans of $3,668 and $4,454, respectively, at September 30, 2021 and December 31, 2020 | 409 | 872 |
Inventories | 38,665 | 19,330 |
Costs capitalized to obtain revenue contracts, net | 23,931 | 16,794 |
Prepaid expenses and other current assets | 79,561 | 21,611 |
Total current assets | 1,496,915 | 673,064 |
Property and equipment, net | 42,381 | 44,111 |
Intangible assets | 17,188 | 6,835 |
Goodwill | 74,738 | 35,887 |
Restricted cash | 2,694 | 1,214 |
Security deposits | 806 | 1,633 |
Non-current costs capitalized to obtain revenue contracts, net | 18,755 | 12,612 |
Other non-current assets | 3,776 | 600 |
Total non-current assets | 160,338 | 102,892 |
Total assets | 1,657,253 | 775,956 |
Current liabilities: | ||
Accounts payable | 33,696 | 30,554 |
Current portion of deferred revenue | 46,865 | 42,680 |
Accrued expenses and other current liabilities | 206,218 | 63,172 |
Total current liabilities | 286,779 | 136,406 |
Long-term debt, net of discount | 0 | 171,709 |
Derivative liabilities | 0 | 37,443 |
Warrants to purchase stock | 11,405 | |
Deferred revenue, net of current portion | 12,832 | 15,533 |
Deferred rent, net of current portion | 16,106 | 18,536 |
Other long-term liabilities | 23,867 | 7,007 |
Total long-term liabilities | 361,000 | 261,633 |
Total liabilities | 647,779 | 398,039 |
Commitments and Contingencies | ||
Convertible preferred stock, $0.000001 par value—no shares authorized, issued or outstanding as of September 30, 2021; 257,245,680 authorized and 253,832,025 shares issued and outstanding at December 31, 2020; total liquidation value of $849,970 at December 31, 2020. | 0 | 848,893 |
Stockholders’ Equity (Deficit): | ||
Preferred stock | 0 | 0 |
Common stock | 0 | 0 |
Treasury stock, at cost— 225,000 shares outstanding at September 30, 2021 and December 31, 2020 | (665) | (665) |
Accumulated other comprehensive income | 45 | 228 |
Additional paid-in capital | 2,113,107 | 145,327 |
Accumulated deficit | (1,103,013) | (615,866) |
Total stockholders’ equity (deficit) | 1,009,474 | (470,976) |
Total liabilities, convertible preferred stock and stockholders’ equity (deficit) | 1,657,253 | 775,956 |
Preferred Stock Warrants | ||
Current liabilities: | ||
Warrants to purchase stock | 0 | 11,405 |
Common Stock Warrants | ||
Current liabilities: | ||
Warrants to purchase stock | 308,195 | 0 |
Common Class A | ||
Stockholders’ Equity (Deficit): | ||
Common stock | 0 | 0 |
Common Class B | ||
Stockholders’ Equity (Deficit): | ||
Common stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Accounts receivable, allowance for credit loss | $ 2,568,000 | $ 4,438,000 |
Financing receivable, allowance for credit loss | $ 3,668,000 | $ 4,454,000 |
Liabilities, Convertible Preferred Stock and Stockholders’ Equity (Deficit): | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 |
Convertible preferred stock, authorized (in shares) | 0 | 257,245,680 |
Convertible preferred stock, issued (in shares) | 0 | 253,832,025 |
Convertible preferred stock, outstanding (in shares) | 0 | 253,832,025 |
Convertible preferred stock, liquidation preference | $ 849,970,000 | |
Stockholders’ Equity (Deficit): | ||
Preferred stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 |
Preferred stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 |
Common stock, authorized (in shares) | 0 | 570,000,000 |
Common stock, issued (in shares) | 0 | 219,755,430 |
Common stock, outstanding (in shares) | 0 | 219,755,430 |
Treasury stock (in shares) | 225,000 | 225,000 |
Common Class A | ||
Stockholders’ Equity (Deficit): | ||
Common stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 |
Common stock, authorized (in shares) | 7,000,000,000 | 0 |
Common stock, issued (in shares) | 25,000,000 | 0 |
Common stock, outstanding (in shares) | 25,000,000 | 0 |
Common Class B | ||
Stockholders’ Equity (Deficit): | ||
Common stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 |
Common stock, authorized (in shares) | 700,000,000 | 0 |
Common stock, issued (in shares) | 479,406,030 | 0 |
Common stock, outstanding (in shares) | 479,406,030 | 0 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue: | ||||
Total revenue | $ 486,379 | $ 236,757 | $ 1,190,127 | $ 580,599 |
Costs of revenue: | ||||
Amortization of acquired technology and customer assets | 1,180 | 908 | 3,147 | 2,695 |
Total costs of revenue | 403,125 | 188,437 | 952,099 | 487,293 |
Gross profit | 83,254 | 48,320 | 238,028 | 93,306 |
Operating expenses: | ||||
Sales and marketing | 56,622 | 32,216 | 130,480 | 104,326 |
Research and development | 39,700 | 34,274 | 112,978 | 78,658 |
General and administrative | 40,633 | 20,481 | 105,095 | 73,558 |
Total operating expenses | 136,955 | 86,971 | 348,553 | 256,542 |
Loss from operations | (53,701) | (38,651) | (110,525) | (163,236) |
Other income (expense): | ||||
Interest income | 8 | 137 | 61 | 819 |
Interest expense | (247) | (5,661) | (12,403) | (6,846) |
Change in fair value of warrant liabilities | (198,389) | (202) | (214,881) | 60 |
Change in fair value of derivative liability | 0 | (18,208) | (103,281) | (18,208) |
Loss on debt extinguishment | 0 | 0 | (49,783) | 0 |
Other income (expense), net | (39) | 104 | 42 | 325 |
Loss before (provision for) benefit from income taxes | (252,368) | (62,481) | (490,770) | (187,086) |
(Provision for) benefit from income taxes | (129) | (127) | 3,623 | (69) |
Net loss | $ (252,497) | $ (62,608) | $ (487,147) | $ (187,155) |
Net loss per share attributable to common stockholders - basic (in dollars per share) | $ (1.05) | $ (0.31) | $ (2.22) | $ (0.94) |
Net loss per share attributable to common stockholders - diluted (in dollars per share) | $ (1.05) | $ (0.31) | $ (2.22) | $ (0.94) |
Weighted average shares of common stock outstanding - basic (in shares) | 239,358,805 | 200,579,529 | 219,746,454 | 199,245,332 |
Weighted average shares of common stock outstanding - diluted (in shares) | 239,358,805 | 200,579,529 | 219,746,454 | 199,245,332 |
Other comprehensive income (loss): | ||||
Foreign currency translation | $ (69) | $ (24) | $ (183) | $ 5 |
Comprehensive loss | (252,566) | (62,632) | (487,330) | (187,150) |
Subscription services | ||||
Revenue: | ||||
Total revenue | 45,803 | 27,406 | 113,844 | 72,193 |
Costs of revenue: | ||||
Cost of revenue | 18,016 | 10,388 | 41,044 | 29,205 |
Financial technology solutions | ||||
Revenue: | ||||
Total revenue | 404,224 | 188,195 | 983,699 | 450,265 |
Costs of revenue: | ||||
Cost of revenue | 327,235 | 145,945 | 779,111 | 358,402 |
Hardware | ||||
Revenue: | ||||
Total revenue | 31,051 | 18,148 | 80,005 | 48,335 |
Costs of revenue: | ||||
Cost of revenue | 42,109 | 21,914 | 93,521 | 63,336 |
Professional services | ||||
Revenue: | ||||
Total revenue | 5,301 | 3,008 | 12,579 | 9,806 |
Costs of revenue: | ||||
Cost of revenue | $ 14,585 | $ 9,282 | $ 35,276 | $ 33,655 |
CONSOLIDATED STATEMENTS OF CONV
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ (EQUITY) DEFICIT - USD ($) | Total | Cumulative adjustment for adoption of ASC 606 | Class A and Class B Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated DeficitCumulative adjustment for adoption of ASC 606 | Accumulated Other Comprehensive Income | |
Temporary equity, beginning balance (in shares) at Dec. 31, 2019 | 209,608,075 | ||||||||
Temporary equity, beginning balance at Dec. 31, 2019 | $ 446,555,000 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Issuance of Series F preferred stock (in shares) | 44,301,220 | ||||||||
Issuance of Series F preferred stock | $ 402,368,000 | ||||||||
Temporary equity, ending balance (in shares) at Sep. 30, 2020 | 253,909,295 | ||||||||
Temporary equity, ending balance at Sep. 30, 2020 | $ 848,923,000 | ||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 214,901,400 | 200,000 | |||||||
Beginning balance at Dec. 31, 2019 | (330,426,000) | $ 18,258,000 | $ 0 | $ (460,000) | $ 56,010,000 | $ (385,921,000) | $ 18,258,000 | $ (55,000) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Repurchase of common stock (in shares) | (220,940) | 25,000 | |||||||
Repurchase of common stock | (275,000) | $ (205,000) | (70,000) | ||||||
Exercise of common stock (in shares) | 3,146,345 | ||||||||
Exercise of common stock options | 1,158,000 | 1,158,000 | |||||||
Vesting of restricted stock | 294,000 | 294,000 | |||||||
Stock-based compensation | 58,357,000 | 58,357,000 | |||||||
Cumulative translation adjustment | 5,000 | 5,000 | |||||||
Net loss | (187,155,000) | (187,155,000) | |||||||
Ending balance (in shares) at Sep. 30, 2020 | 217,826,805 | 225,000 | |||||||
Ending balance at Sep. 30, 2020 | $ (439,784,000) | $ 0 | $ (665,000) | 115,749,000 | (554,818,000) | (50,000) | |||
Temporary equity, beginning balance (in shares) at Jun. 30, 2020 | 253,909,295 | ||||||||
Temporary equity, beginning balance at Jun. 30, 2020 | $ 848,945,000 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Issuance cost of Series F preferred stock | $ (22,000) | ||||||||
Temporary equity, ending balance (in shares) at Sep. 30, 2020 | 253,909,295 | ||||||||
Temporary equity, ending balance at Sep. 30, 2020 | $ 848,923,000 | ||||||||
Beginning balance (in shares) at Jun. 30, 2020 | 215,718,820 | 225,000 | |||||||
Beginning balance at Jun. 30, 2020 | (414,167,000) | $ 0 | $ (665,000) | 78,734,000 | (492,210,000) | (26,000) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Repurchase of common stock (in shares) | (13,250) | ||||||||
Repurchase of common stock | (70,000) | (70,000) | |||||||
Exercise of common stock (in shares) | 2,121,235 | ||||||||
Exercise of common stock options | 803,000 | 803,000 | |||||||
Vesting of restricted stock | 81,000 | 81,000 | |||||||
Stock-based compensation | [1] | 36,201,000 | 36,201,000 | ||||||
Cumulative translation adjustment | (24,000) | (24,000) | |||||||
Net loss | (62,608,000) | (62,608,000) | |||||||
Ending balance (in shares) at Sep. 30, 2020 | 217,826,805 | 225,000 | |||||||
Ending balance at Sep. 30, 2020 | $ (439,784,000) | $ 0 | $ (665,000) | 115,749,000 | (554,818,000) | (50,000) | |||
Temporary equity, beginning balance (in shares) at Dec. 31, 2020 | 253,832,025 | ||||||||
Temporary equity, beginning balance at Dec. 31, 2020 | $ 848,893,000 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Conversion of preferred stock (in shares) | (253,832,025) | ||||||||
Temporary Equity, Values, Conversion Of Convertible Securities | $ (848,893,000) | ||||||||
Temporary equity, ending balance (in shares) at Sep. 30, 2021 | 0 | ||||||||
Temporary equity, ending balance at Sep. 30, 2021 | $ 0 | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 219,755,430 | 225,000 | |||||||
Beginning balance at Dec. 31, 2020 | (470,976,000) | $ 0 | $ (665,000) | 145,327,000 | (615,866,000) | 228,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Repurchase of common stock (in shares) | (4,750) | ||||||||
Repurchase of common stock | 0 | ||||||||
Issuance of common stock in connection with business combination (in shares) | 569,400 | ||||||||
Common stock issued in acquisition | $ 14,857,000 | 14,857,000 | |||||||
Exercise of common stock (in shares) | 4,340,713 | ||||||||
Exercise of common stock options | $ 4,187,000 | 4,187,000 | |||||||
Exercise of common stock options in connection with promissory notes repayment | 13,540,000 | 13,540,000 | |||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 52,790 | ||||||||
Vesting of restricted stock | 3,354,000 | 3,354,000 | |||||||
Stock-based compensation | [1] | 95,755,000 | 95,755,000 | ||||||
Conversion of preferred stock warrants into common stock warrants and issuance of common stock upon net exercise of common stock warrants (in shares) | 860,422 | ||||||||
Conversion of preferred stock warrants into common stock warrants and issuance of common stock upon net exercise of common stock warrants | 43,297,000 | 43,297,000 | |||||||
Conversion of preferred stock (in shares) | 253,832,025 | ||||||||
Conversion of preferred stock | 848,892,000 | 848,892,000 | |||||||
Issuance of common stock in connection with initial public offering, net of offering costs, underwriting discounts and commissions (in shares) | 25,000,000 | ||||||||
Issuance of common stock in connection with initial public offering, net of offering costs, underwriting discounts and commissions | 943,898,000 | 943,898,000 | |||||||
Cumulative translation adjustment | (183,000) | (183,000) | |||||||
Net loss | (487,147,000) | (487,147,000) | |||||||
Ending balance (in shares) at Sep. 30, 2021 | 504,406,030 | 225,000 | |||||||
Ending balance at Sep. 30, 2021 | $ 1,009,474,000 | $ 0 | $ (665,000) | 2,113,107,000 | (1,103,013,000) | 45,000 | |||
Temporary equity, beginning balance (in shares) at Jun. 30, 2021 | 253,832,025 | ||||||||
Temporary equity, beginning balance at Jun. 30, 2021 | $ 848,893,000 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Conversion of preferred stock (in shares) | (253,832,025) | ||||||||
Temporary Equity, Values, Conversion Of Convertible Securities | $ (848,893,000) | ||||||||
Temporary equity, ending balance (in shares) at Sep. 30, 2021 | 0 | ||||||||
Temporary equity, ending balance at Sep. 30, 2021 | $ 0 | ||||||||
Beginning balance (in shares) at Jun. 30, 2021 | 223,761,525 | 225,000 | |||||||
Beginning balance at Jun. 30, 2021 | (615,146,000) | $ 0 | $ (665,000) | 235,921,000 | (850,516,000) | 114,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Repurchase of common stock (in shares) | (750) | ||||||||
Exercise of warrants (in shares) | 860,422 | ||||||||
Exercise of warrants | $ 43,297,000 | 43,297,000 | |||||||
Exercise of common stock (in shares) | 952,808 | ||||||||
Exercise of common stock options | $ 1,139,000 | 1,139,000 | |||||||
Vesting of restricted stock | 3,063,000 | 3,063,000 | |||||||
Stock-based compensation | 36,897,000 | 36,897,000 | |||||||
Conversion of preferred stock (in shares) | 253,832,025 | ||||||||
Conversion of preferred stock | 848,892,000 | 848,892,000 | |||||||
Issuance of common stock in connection with initial public offering, net of offering costs, underwriting discounts and commissions (in shares) | 25,000,000 | ||||||||
Issuance of common stock in connection with initial public offering, net of offering costs, underwriting discounts and commissions | 943,898,000 | 943,898,000 | |||||||
Cumulative translation adjustment | (69,000) | (69,000) | |||||||
Net loss | (252,497,000) | (252,497,000) | |||||||
Ending balance (in shares) at Sep. 30, 2021 | 504,406,030 | 225,000 | |||||||
Ending balance at Sep. 30, 2021 | $ 1,009,474,000 | $ 0 | $ (665,000) | $ 2,113,107,000 | $ (1,103,013,000) | $ 45,000 | |||
[1] | During the nine months ended September 30, 2021, stock-based compensation expense recorded within additional paid-in capital does not include $2,011 of expense recognized as a result of the acquisition of xtraCHEF due to accelerated vesting of acquiree option awards on the acquisition date (see Note 4). |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ (EQUITY) DEFICIT (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
xtraCHEF, Inc. | |
Incremental stock-based compensation expense | $ 2,011 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | Jun. 21, 2021 | Jun. 08, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Cash flows from operating activities: | |||||||
Net loss | $ (252,497) | $ (62,608) | $ (487,147) | $ (187,155) | |||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||
Depreciation and amortization | 15,617 | 9,498 | |||||
Stock-based compensation | 95,210 | 58,357 | |||||
Amortization of costs capitalized to obtain revenue contracts | 6,604 | 4,051 | 17,596 | 10,818 | |||
Change in fair value of derivative liability | 0 | 18,208 | 103,281 | 18,208 | |||
Change in fair value of warrant liabilities | $ 140,724 | 198,389 | 202 | 214,881 | (60) | ||
Change in deferred income taxes | (3,920) | 0 | |||||
Loss on debt extinguishment | 0 | 0 | 49,783 | 0 | |||
Non-cash interest expense on convertible notes | 11,771 | 6,404 | |||||
Other | 305 | 256 | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable, net | (20,083) | (8,425) | |||||
Prepaid expenses and other current assets | (31,867) | 8,395 | |||||
Costs capitalized to obtain revenue contracts, net | (30,876) | (17,580) | |||||
Inventories | (19,336) | 698 | |||||
Accounts payable | 8,207 | (6,289) | |||||
Accrued expenses and other current liabilities | 106,306 | 8,276 | |||||
Deferred revenue | 1,484 | (2,268) | |||||
Other assets and liabilities | 2,068 | 3,436 | |||||
Net cash provided by (used in) operating activities | 33,970 | (86,630) | |||||
Cash flows from investing activities: | |||||||
Cash paid for acquisition, net of cash acquired | (26,142) | 0 | |||||
Capitalized software | (5,712) | (6,479) | |||||
Purchases of property and equipment | (10,570) | (35,385) | |||||
Other | 0 | 233 | |||||
Net cash used in investing activities | (42,424) | (41,631) | |||||
Cash flows from financing activities: | |||||||
Proceeds from issuance of Class A common stock upon initial public offering, net of underwriter discounts | 950,360 | 0 | |||||
Payment of deferred offering costs | (4,044) | 0 | |||||
Repayments of secured borrowings | 0 | (8,544) | |||||
Extinguishment of convertible notes | (244,528) | 0 | |||||
Change in customer funds obligations, net | 26,002 | 6,138 | |||||
Proceeds from issuance of long-term debt | 0 | 194,850 | |||||
Proceeds from exercise of stock options | 17,727 | 1,158 | |||||
Proceeds from issuance of Series F preferred stock | 0 | 402,368 | |||||
Proceeds from exercise of restricted stock | 10,397 | 265 | |||||
Repurchase of restricted stock | 0 | (155) | |||||
Repurchase of common stock | 0 | (275) | |||||
Net cash provided by financing activities | 755,914 | 595,805 | |||||
Net increase in cash, cash equivalents, cash held on behalf of customers and restricted cash | 747,460 | 467,544 | |||||
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (183) | 5 | |||||
Cash, cash equivalents, cash held on behalf of customers and restricted cash at beginning of period | 593,676 | 159,389 | $ 159,389 | ||||
Cash, cash equivalents, cash held on behalf of customers and restricted cash at end of period | 1,340,953 | 626,938 | 1,340,953 | 626,938 | 593,676 | ||
Reconciliation of cash, cash equivalents, cash held on behalf of customers and restricted cash | |||||||
Cash and cash equivalents | 1,301,619 | 611,907 | 1,301,619 | 611,907 | 581,824 | ||
Cash held on behalf of customers | 36,640 | 12,853 | 36,640 | 12,853 | 10,638 | ||
Restricted cash | 2,694 | 2,178 | 2,694 | 2,178 | 1,214 | ||
Total cash, cash equivalents, cash held on behalf of customers and restricted cash | 1,340,953 | 626,938 | 1,340,953 | 626,938 | $ 593,676 | ||
Supplemental Cash Flow Information [Abstract] | |||||||
Cash paid for interest | 13,226 | 0 | |||||
Non-cash items in investing and financing activities | |||||||
Purchase of property and equipment included in accounts payable and accrued expenses | 148 | 8,868 | |||||
Fair value of contingent consideration | 1,876 | 0 | |||||
Deferred payments included in purchase price | 5,357 | 0 | |||||
Conversion of convertible preferred stock into Class B common stock upon initial public offering | 848,893 | 0 | |||||
Issuance of common stock warrants upon debt extinguishment | 125,111 | 0 | |||||
Deferred offering costs included in accounts payable and accrued expenses | 2,298 | 0 | |||||
Stock-based compensation included in capitalized software | $ 545 | $ 0 | 545 | 0 | |||
xtraCHEF, Inc. | |||||||
Cash flows from investing activities: | |||||||
Cash paid for acquisition, net of cash acquired | $ (23,528) | ||||||
Non-cash items in investing and financing activities | |||||||
Fair value of contingent consideration | $ 1,876 | ||||||
Common stock issued | 14,857 | 0 | |||||
Common Class B | |||||||
Non-cash items in investing and financing activities | |||||||
Common stock issued | 43,297 | 0 | |||||
Factor receivable, net | |||||||
Changes in operating assets and liabilities: | |||||||
Financing receivables | 153 | 2,568 | |||||
Merchant cash advances repaid | |||||||
Changes in operating assets and liabilities: | |||||||
Financing receivables | $ 537 | $ 8,233 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Toast, Inc. (together with its subsidiaries, the “Company” or “Toast”), a Delaware corporation, is a cloud-based end-to-end technology platform purpose-built for the entire restaurant community. Toast’s platform provides a comprehensive suite of software as a service (“SaaS”) products, financial technology solutions, including integrated payment processing, restaurant-grade hardware, and a broad ecosystem of third-party partners. Toast serves as the restaurant operating system, connecting front of house and back of house operations across dine-in, takeout, and delivery channels. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The accompanying unaudited consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary for the fair presentation of the Company's consolidated financial position as of September 30, 2021, the results of operations and comprehensive loss for the three and nine months ended September 30, 2021 and 2020, and cash flows for the nine months ended September 30, 2021 and 2020. The consolidated balance sheet as of December 31, 2020 included herein was derived from the audited financial statements as of that date. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021, or for any other future annual or interim period. The information included in these consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s final prospectus dated September 21, 2021 (the “Prospectus”) as filed with the SEC on September 22, 2021 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). The unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Comprehensive loss consists of net loss and other comprehensive income (loss). Other comprehensive income (loss) includes income and expenses that are recorded as an element of stockholders’ equity (deficit), but are excluded from the Company’s net loss. For all periods presented, the Company’s other comprehensive income (loss) consists of foreign currency translation adjustments related to the Company’s foreign subsidiaries. Stock Split On September 9, 2021, the Company’s Board of Directors and stockholders approved a 5-for-1 stock-split of the Company’s common stock and convertible preferred stock which became effective upon the filing of the Company’s amended and restated certificate of incorporation on September 10, 2021. Upon the effectiveness of the stock split, (i) every one share of common stock outstanding was converted into 5 shares of common stock, (ii) every one share of convertible preferred stock outstanding was converted into 5 shares of convertible preferred stock, (iii) the number of shares of common stock into which each outstanding option to purchase common stock is exercisable was proportionally increased on a 5-for-1 basis, (iv) the exercise price of each outstanding option to purchase common stock was proportionately decreased on a 5-for-1 basis, (v) the number of shares of common stock that will be issued when each outstanding RSU vests was proportionally increased on a 5-for-1 basis, (vi) the number of shares issuable upon the exercise of warrants to purchase common stock and preferred stock was proportionally increased on a 5-for-1 basis, and (vii) the exercise price of each outstanding warrant to purchase common stock and preferred stock was proportionately decreased on a 5-for-1 basis. Additionally, shares of common stock that remain available for issuance to officers, directors, employees, and consultants pursuant to the Company’s 2014 Amended and Restated Stock Incentive Plan, as amended, were proportionately increased on a 5-for-1 basis. All share and per share data shown in the accompanying consolidated financial statements and related notes have been retroactively revised to reflect the stock split. Initial Public Offering On September 24, 2021, the Company completed its initial public offering (“IPO”) in which it issued and sold 25,000,000 shares of its Class A common stock at the public offering price of $40.00 per share, which included the full exercise of the underwriters’ option to purchase an additional 3,260,869 shares. The Company received net proceeds of $943.9 million after deducting underwriting discounts and commissions and other offering costs. Immediately prior to the completion of the IPO, 253,832,025 shares of convertible preferred stock were automatically converted into an equal number of shares of Class B common stock, outstanding warrants to purchase shares of Series B convertible preferred stock were automatically exchanged into 255,910 shares of Class B common stock for immaterial cash consideration, and 400,000 outstanding warrants to purchase shares of Series B convertible preferred stock became exercisable for the same number of shares of Class B common stock. Additionally, outstanding warrants to purchase 214,500 and 131,625 shares of Series C convertible preferred stock, respectively, became exercisable for the same number of shares of Class B common stock. In connection with the consummation of the IPO, the Company filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware on September 24, 2021. The Restated Certificate amended and restated the Company’s then existing amended and restated certificate of incorporation in its entirety, and, among other things: (i) authorized 7,000,000,000 shares of Class A common stock; (ii) authorized 700,000,000 shares of Class B common stock; (iii) authorized 100,000,000 shares of undesignated preferred stock that may be issued from time to time by the Board in one or more series; and (iv) eliminated all references to the previously-existing series of preferred stock. Upon completion of the IPO, each share of common stock issued and outstanding was reclassified as, and became, one share of Class B common stock. Each share of Class A common stock entitles the holder to one vote per share and each share of Class B common stock entitles the holder to ten votes per share on all matters submitted to a vote of stockholders. Holders of Class A common stock and Class B common stock are entitled to receive dividends, when and if declared by the Board. In addition, each share of Class B common stock will convert automatically into a share of Class A common stock on the earlier of (i) the date that is seven years from the date of the filing and effectiveness of the Restated Certificate in Delaware, or (ii) the date the holders of at least two-thirds of the Company’s outstanding Class B common stock elect to convert the Class B common stock to Class A common stock. Impact of COVID-19 In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. The COVID-19 pandemic has rapidly impacted market and economic conditions globally. In an attempt to limit the spread of the virus, various governmental restrictions have been implemented, including business activity and travel restrictions as well as “shelter-at-home” orders. These restrictions impacted restaurants in various ways, including limiting service to takeout orders for a period of time or reducing capacity to accommodate social distancing recommendations. The Company considered the potential effects of the COVID-19 pandemic on its consolidated financial statements and the carrying amounts of assets or liabilities as of September 30, 2021 and December 31, 2020. As of September 30, 2021 and December 31, 2020, the Company had recognized a liability of $8,987 and $6,930, respectively, in connection with lease termination fees. During the nine months ended September 30, 2020, the Company completed a significant reduction in workforce, pursuant to which it incurred severance costs of $10,127 and stock-based compensation expense of $980 in connection with the modification of previously issued employee stock option awards. Additionally, the Company was also engaged in efforts to reduce operating expenses and took other measures to reduce discretionary spending while conditions remained uncertain for the restaurant industry. Reclassifications Certain amounts in prior period financial statements have been reclassified to conform to the current period presentation. Such reclassifications have not materially affected previously reported amounts. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Supplemental Financial Statement Disclosures | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Supplemental Financial Statement Disclosures | Summary of Significant Accounting Policies and Supplemental Financial Statement Disclosures The Company believes that other than the adoption of new accounting pronouncements as described below, there have been no significant changes during the nine months ended September 30, 2021 and 2020 to the items disclosed in Note 2, "Summary of Significant Accounting Policies", included the audited financial statements for the years ended December 31, 2020 and 2019. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates, judgments, and assumptions in these consolidated financial statements include, but are not limited to, those related to revenue recognition, allowance for doubtful accounts, allowances for uncollectible loans and merchant cash advances, loan servicing assets, allowance for excessive and obsolete inventory, reserves for warranties on hardware sold, reserves for sales returns, guarantees for losses on customer loans held with a bank the Company partners with, business combinations and other acquired intangible assets, stock-based compensation, warrants, convertible debt, debt derivatives and common stock valuation. Actual results could vary from those estimates. Deferred Offering Costs The Company capitalized certain legal, accounting and other third-party fees that were directly associated with in-process equity financings as deferred offering costs until such financings were consummated. Upon completion of the IPO, $6,462 of such costs were recorded as a reduction of the proceeds generated from the offering which were recognized in additional paid-in capital. As of December 31, 2020, $120 of deferred offering costs included in other non-current assets on the unaudited consolida ted balance sheets. Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), as amended, which supersedes the guidance in ASC 840, Leases . The new standard requires lessees to classify leases as either finance or operating leases based on whether they effectively represent a financed purchase by the lessee. This classification determines lease expense recognition based on an effective interest method or a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a lease term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for as operating leases. Topic 842 is effective for fiscal years beginning after December 15, 2019 for public entities, and for fiscal years beginning after December 15, 2021, and interim periods in annual periods beginning after December 15, 2022, for non-public entities. Early adoption is permitted. The Company is currently evaluating the impact of Topic 842 adoption on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and has since issued various amendments, including ASU No. 2018-19, ASU No. 2019-04, ASU No. 2019-05, ASU No. 2019-11, and ASU 2020-02. The guidance and the related amendments modify the accounting for credit losses for most financial assets and require the use of an expected credit loss model replacing the currently used incurred loss method. Under this model, entities will be required to estimate the expected lifetime credit losses for such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. Topic 326 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years, for public entities and for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, for non-public entities. Early adoption is permitted. The Company is currently evaluating the impact of Topic 326 adoption on its consolidated financial statements and related disclosures. In April 2019, the FASB issued ASU 2019-04, Codification Improvements ( Topic 326 ), Financial Instruments — Credit Losses ( Topic 815 ), Derivatives and Hedging ( Topic 815 ), and Financial Instruments ( Topic 825 ). The amendments clarify the scope of the credit losses standard, among other things. With respect to hedge accounting, the amendments address partial-term fair value hedges and fair value hedge basis adjustments. Additionally, the amendments address the scope of the guidance related to recognition and measurement of financial instruments, the requirements for remeasurement to fair value when using the measurement alternative, and certain disclosure requirements. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, for the entities that adopted Topic 326, and for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, for non-public entities. Early adoption is permitted for the entities that have adopted Topic 326. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) . The amendments simplify the accounting for income taxes by removing certain exceptions and improving consistent application of other areas of the topic by clarifying the guidance. The new guidance is effective for fiscal years beginning after December 15, 2020 for public entities and for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, for non-public entities. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements and related disclosures. In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The new guidance simplifies the accounting for certain financial instruments by removing certain separation models required under current U.S. GAAP, including the beneficial conversion feature and cash conversion feature. ASU 2020-06 also improves and amends the related earnings per share guidance for both subtopics. ASU 2020-06 is effective for public business entities for fiscal years beginning after December 15, 2021 and interim periods within that fiscal year. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is evaluating the impact of the adoption of ASU 2020-06 on its consolidated financial statements and related disclosures. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers During the nine months ended September 30, 2021 and 2020, the Company generated four types of revenue, including: (1) subscription services from its software as a service (the “SaaS”) products, (2) financial technology services, including loan servicing activities, (3) hardware, and (4) professional services. Our contracts often include promises to transfer multiple products and services to a customer. The following table summarizes the activity in deferred revenue: Nine Months Ended September 30, 2021 2020 Deferred revenue, beginning of year $ 58,213 $ 59,494 Cumulative adjustment for adoption of ASC 606 — 7,048 Deferred revenue, beginning of year, as adjusted 58,213 66,542 Deferred revenue, end of period 59,697 64,276 Revenue recognized in the period from amounts included in deferred revenue at the beginning of period $ 36,078 $ 23,413 As of September 30, 2021, approximately $352,045 of revenue is expected to be recognized from remaining performance obligations for customer contracts. The Company expects to recognize revenue of approximately $343,391 from these remaining performance obligations over the next 24 months, with the balance recognized thereafter. The following table summarizes the activity in deferred contract acquisition costs: Nine Months Ended September 30, 2021 2020 Beginning balance $ 29,406 $ — Adjustment due to adoption of ASC 606 — 19,617 Capitalization of sales commissions costs 30,876 17,580 Amortization of sales commissions costs (17,596) (10,818) Ending balance $ 42,686 $ 26,379 Nine Months Ended September 30, 2021 2020 Capitalized sales commissions costs, current $ 23,931 $ 14,758 Capitalized sales commissions costs, non-current 18,755 11,621 Total capitalized sales commissions costs $ 42,686 $ 26,379 Amortization of sales commissions costs was $6,604 and $4,051, respectively, during the three months ended September 30, 2021 and 2020. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | Business Combination On June 8, 2021, the Company acquired 100% of the outstanding capital stock of xtraCHEF, Inc. (“xtraCHEF”), a provider of restaurant-specific invoice management software that automates the accounts payable and inventory workflow and improves efficiencies related to expense tracking and recording. The acquisition is expected to expand the Company’s product portfolio and enable its customers to improve operational efficiencies and financial decision-making. The preliminary aggregate purchase price, net of cash acquired of $883, is subject to normal and customary purchase price adjustments and is as follows on the acquisition date: Amount Cash consideration, net of cash acquired $ 23,528 Fair value of common stock issued 14,857 Fair value of settled stock option awards 1,343 Fair value of contingent consideration 1,876 Liabilities settled on behalf of xtraCHEF 1,271 Deferred payments for indemnity claims and working capital funds, net of adjustments (1) 5,357 Total purchase price $ 48,232 (1) The amount includes the indemnity funds related to the seller's satisfaction of potential indemnity claims that may be released to the sellers no later than 15 months following the acquisition date, as well as a cash payment related to working capital, subject to further working capital adjustments, that will be released to the sellers or remitted back to the Company no later than 12 months following the acquisition date. In consideration for the acquisition of xtraCHEF, the Company issued 569,400 shares of common stock to the seller shareholders with a fair value of $26.10 per share on the acquisition date supported by a contemporaneous valuation. Additionally, the Company settled 265,250 acquiree option awards that were subject to accelerated vesting on the acquisition date. Total consideration transferred for the settled option awards consisted of cash consideration of $2,823 and deferred consideration of $531, which included the indemnity fund, the working capital fund and the fair value of contingent consideration. The consideration transferred for the settled option awards of $3,354 approximated the estimated fair value of the settled option awards on the acquisition date, of which $1,343 was attributable to pre-acquisition services and included in the purchase price. The remaining amount of $2,011 was recorded as a stock-based compensation expense on the acquisition date within general and administrative expenses in the Company’s unaudited consolidated statements of comprehensive loss. Fair value of contingent consideration of $2,013 on the acquisition date was estimated based on a Monte Carlo simulation and recorded as a liability in the consolidated balance sheets. Contingent consideration liability was $2,293 at September 30, 2021. Contingent consideration is based on a cumulative achievement of certain recurring revenue targets, as defined in the acquisition agreement, and represents a potential obligation of the Company to pay cash and issue additional shares of its common stock to the former xtraCHEF shareholders up to a certain amount based on the achievement of the required revenue targets during the years ended December 31, 2021 and 2022. The contingent consideration obligation is limited to a maximum payment amount of $7,300. The liability of $5,650 related to the indemnity fund will be released to the sellers, to the extent there are no claims for indemnification by the Company against the fund, no later than 15 months following the acquisition date and is included within other long-term liabilities in the unaudited consolidated balance sheets. The Company accounted for the acquisition as a business combination in accordance with provisions of ASC 805, Business Combinations ("ASC 805"). The operating results of xtraCHEF have been reflected in the Company’s results of operations from the date of the acquisition. The Company used a market participant approach to record the assets acquired and liabilities assumed in the xtraCHEF acquisition. Due to the timing of the acquisition, the accounting for this acquisition was not complete as of September 30, 2021. The fair values of the assets acquired and the liabilities assumed have been determined provisionally and are subject to adjustment as the Company obtains additional information. In particular, additional time is needed to review and finalize the results of the valuation of assets acquired and liabilities assumed. Any adjustments to the purchase price allocation will be made as soon as practicable, but no later than one year from the acquisition date. Goodwill represents the excess of the consideration transferred over the fair value of the net assets acquired. Goodwill is primarily the result of expected synergies from combining the operations of xtraCHEF with the Company’s operations and is currently not deductible for tax purposes. The following table summarizes the allocation of the preliminary purchase price and the amounts of assets acquired and liabilities assumed for the acquisition based upon their estimated fair values at the date of acquisition. Such balances are reflected in the unaudited consolidated balance sheets as of September 30, 2021: Amount Property and equipment $ 22 Intangible assets 13,500 Goodwill 38,851 Net working capital (221) Deferred tax liability (3,920) Net assets acquired $ 48,232 The developed technology and the customer relationships intangible assets of $12,600 and $900, respectively, have a weighted average amortization period of 10 years and 6 years, respectively, on the acquisition date. The Company used the income approach in accordance with the relief-from-royalty method to estimate the fair value of the developed technology which is equal to the present value of the after-tax royalty savings attributable to owning the intangible asset. Fair value of the customer relationships was estimated based on the income approach in accordance with the excess-earnings method which is equal to the present value of the after-tax cash flows attributable to the intangible asset only. During the nine months ended September 30, 2021, the Company incurred acquisition-related costs of $1,113 in connection with the acquisition of xtraCHEF which were recorded in general and administrative expenses in the Company’s unaudited consolidated statements of comprehensive loss. There were no such costs incurred during the three months ended September 30, 2021. |
Cash and Cash Equivalents, Cash
Cash and Cash Equivalents, Cash Held on Behalf of Customers and Restricted Cash | 9 Months Ended |
Sep. 30, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents, Cash Held on Behalf of Customers and Restricted Cash | Cash and Cash Equivalents, Cash Held on Behalf of Customers and Restricted Cash The Company defines cash and cash equivalents as highly liquid investments with original maturities of 90 days or less at the time of purchase. At September 30, 2021 and December 31, 2020, the Company’s cash and cash equivalents consisted primarily of cash held in checking and money market accounts. Cash held on behalf of customers represents an asset that is restricted for the purpose of satisfying obligations to remit funds to various tax authorities to satisfy customers’ payroll, tax, and other obligations. Cash held on behalf of customers is included within prepaid expenses and other current assets, and the corresponding customer funds obligation is included within accrued expenses and other current liabilities on the Company’s unaudited consolidated balance sheets. Restricted cash represents cash held with commercial lending institutions. The restrictions are related to cash collateralized letters of credit to cover potential customer defaults on third-party financing arrangements. Additionally, restricted cash is held as collateral pursuant to an agreement with the originating bank for the Company’s loan product (see Note 9). Cash, cash equivalents, cash held on behalf of customers, and restricted cash consisted of the following: September 30, December 31, Cash and cash equivalents $ 1,301,619 $ 581,824 Cash held on behalf of customers 36,640 10,638 Restricted cash 2,694 1,214 Total cash, cash equivalents, cash held on behalf of customers and restricted cash $ 1,340,953 $ 593,676 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial InstrumentsCertain assets and liabilities of the Company are carried at fair value and measured based on the valuation techniques that are classified and disclosed based on three levels of the fair value hierarchy. The fair value of the Company’s Level 1 financial instruments is based on quoted market prices for identical instruments in active markets. The fair value of the Company’s Level 3 financial instruments is based on unobservable inputs that are supported by little or no market activity, including pricing models, discounted cash flow methodologies, and similar techniques. As of September 30, 2021 and December 31, 2020, there were no financial instruments with fair value measured based on Level 2 hierarchy. The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and indicates the level of the fair value hierarchy used to determine such fair values: Fair Value Measurement at September 30, 2021 Using Level 1 Level 2 Level 3 Total Assets: Money market funds $ 183,000 $ — $ — $ 183,000 $ 183,000 $ — $ — $ 183,000 Liabilities: Warrants to purchase common stock — — 308,195 308,195 Contingent consideration — — 2,293 2,293 $ — $ — $ 310,488 $ 310,488 Fair Value Measurement at December 31, 2020 Using Level 1 Level 2 Level 3 Total Assets: Money market funds $ 142,000 $ — $ — $ 142,000 $ 142,000 $ — $ — $ 142,000 Liabilities: Warrants to purchase preferred stock $ — $ — $ 11,405 $ 11,405 Derivative liabilities — — 37,443 37,443 $ — $ — $ 48,848 $ 48,848 During the nine months ended September 30, 2021 and 2020, there were no transfers into or out of Level 3 measurements within the fair value hierarchy. Valuation of Warrants to Purchase Preferred Stock The fair value of the liability for warrants to purchase preferred stock in the table above was determined based on significant inputs not observable in the market, which represent Level 3 measurements within the fair value hierarchy. The fair value of the warrants was determined using the Black-Scholes option-pricing model, which considered as inputs the underlying price, strike price, time to expiration, volatility, risk-free interest rates, and dividend yield. The following table indicates the weighted-average assumptions made in estimating the fair value for the nine months ended September 30, 2021 and 2020. Nine Months Ended September 30, 2021 (1) Nine Months Ended September 30, 2020 Risk-free interest rate 0.8 % 0.2 % Contractual term (in years) 4.7 6.0 Expected volatility 53.6 % 60.0 % Expected dividend yield — % — % Exercise price $ 0.74 $ 0.74 _______________ (1) During the nine months ended September 30, 2021, fair value of the preferred stock warrants liability was measured based on the weighted average assumptions from January 1, 2021 through September 24, 2021, the date they were converted into common stock warrants. Immediately prior to the completion of the IPO on September 24, 2021, all outstanding warrants to purchase preferred stock were automatically converted into warrants to purchase common stock for no consideration or became exercisable for the same number of shares of Class B common stock (see Note 11). As a result, the associated preferred stock warrant liability was reclassified into common stock warrant liability following the IPO. Valuation of Warrants to Purchase Common Stock The fair value of the liability for warrants to purchase common stock in the table above was determined based on significant inputs not observable in the market, which represent Level 3 measurements within the fair value hierarchy. The fair value of the warrants was determined using the Black-Scholes option-pricing model, which considered as inputs the underlying price, strike price, time to expiration, volatility, risk-free interest rates, and dividend yield. The following table indicates the weighted-average assumptions made in estimating the fair value for the nine months ended September 30, 2021: Nine Months Ended September 30, 2021 (1) Risk-free interest rate 1.1 % Contractual term (in years) 5.69 Expected volatility 53.3 % Expected dividend yield — % Exercise price $ 17.15 _______________ (1) Fair value of the common stock warrants liability excludes the warrants to purchase preferred stock which were converted into warrants to purchase Class B common stock immediately prior to the completion of the IPO. Valuations of Convertible Notes, Related Bifurcated Derivative Liability and Contingently Issuable Warrants In June 2020, the Company issued $200,000 aggregate principal amount of senior unsecured convertible promissory notes (the “Convertible Notes”). The Convertible Notes provided a conversion option whereby upon the closing of an underwritten public offering or direct listing of the Company’s common stock on a national securities exchange, in each case, that meets certain criteria, the Convertible Notes would convert into common stock at a conversion price that represented a discount to the price paid by investors (see Note 10). The conversion option was determined to be an embedded derivative, required to be bifurcated and accounted for separately from the Convertible Notes. Upon a voluntary redemption of the Convertible Notes, the Company is obligated to issue warrants to the note holders to purchase common stock equal to two-thirds the principal balance divided by the strike price which is determined assuming a total equity value of $9,500,000 divided by the fully diluted share count at the time of conversion. These contingently issuable warrants to purchase common stock met the definition of a derivative and were accounted for separately and recorded based on the fair value of those warrants as adjusted for the probability that there would be a voluntary redemption of the Convertible Notes. The fair value of the bifurcated derivative liability and contingently issuable warrants was determined based on inputs not observable in the market, which represented a Level 3 measurement within the fair value hierarchy. The Company’s valuations of the bifurcated derivative liability and contingently issuable warrants were measured using an income approach based on a discounted cash flow model, as well as a probability-weighted expected return method (“PWERM”). The Company used various key assumptions, such as estimation of the timing and probability of expected future events, and selection of discount rates applied to future cash flows using a yield curve representative of the Company’s credit risk. The estimated fair value of the Convertible Notes at December 31, 2020 was $249,301, a Level 3 measurement, based on assumptions about a plain vanilla debt instrument based on entity specific credit risk assumptions and the contractual term of the debt and the values previously noted for the bifurcated derivative liability and contingently issuable warrants, and adjusted for the expected probability of the settlement options allowable under the Convertible Notes. On June 21, 2021, the Company prepaid all of the then-outstanding Convertible Notes as an optional prepayment (see Note 10). In connection with the optional prepayment, the Company derecognized the bifurcated derivative liability and contingently issuable warrants which were remeasured at fair value on the settlement date. Contingent Consideration Liability Fair value of contingent consideration liability incurred in connection with the acquisition of xtraCHEF was estimated at $2,013 on the acquisition date based on a Monte Carlo simulation (see Note 4). The Monte Carlo simulation performs numerous simulations utilizing certain assumptions, such as projected revenue amounts over the related period, risk-free rate, and risk-adjusted discount rate. The fair value measurement of contingent consideration is based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy. Changes in the assumptions used could materially change the estimated fair value of the contingent consideration which is subject to remeasurement during each reporting period until the contingency is resolved and the liability is settled. The Company recognizes the change in fair value of the contingent consideration liability in its results of operations. The following tables provide a roll-forward of the aggregate fair value of the Company’s warrants to purchase preferred stock, common stock, derivative liability, and contingent consideration liability, for which fair value is determined using Level 3 inputs: Preferred Common Stock Warrant Derivative Contingent Balance as of December 31, 2020 $ 11,405 $ — $ 37,443 $ — Fair value at issuance — 125,111 — — Fair value on the acquisition date — — — 2,013 Change in fair value and other adjustments 38,284 176,692 103,281 280 Settlement (43,297) — (140,724) — Conversion of preferred stock warrants into common stock warrants upon the IPO (6,392) 6,392 — — Balance as of September 30, 2021 $ — $ 308,195 $ — $ 2,293 Preferred Derivative Balance as of December 31, 2019 $ 3,187 $ — Fair value at issuance — 30,161 Change in fair value and other adjustments (60) 18,324 Balance as of September 30, 2020 $ 3,127 $ 48,485 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 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 consisted of the following: September 30, December 31, Cash held on behalf of customers $ 36,640 $ 10,638 Prepaid software subscriptions 9,144 6,088 Prepaid expenses 4,699 2,365 Prepaid commissions 1,757 999 Prepaid rent 2,229 830 Prepaid insurance 9,022 399 Deposits for inventory purchases 15,293 — Other current assets 777 292 $ 79,561 $ 21,611 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: September 30, December 31, Accrued transaction-based costs $ 107,502 $ 14,226 Accrued payroll and bonus 13,711 12,185 Customer funds obligation 36,640 10,638 Accrued expenses 18,337 7,989 Accrued commissions 11,403 7,493 Sales return and allowance 8,032 4,137 Product warranty liability 4,468 2,362 Deferred rent 1,572 1,290 Sales taxes payable 1,825 849 Servicing loan guarantee liability 838 509 Other liabilities 1,890 1,494 $ 206,218 $ 63,172 |
Loan Servicing Activities
Loan Servicing Activities | 9 Months Ended |
Sep. 30, 2021 | |
Guarantees and Product Warranties [Abstract] | |
Loan Servicing Activities | Loan Servicing Activities The Company performs loan servicing activities through the Toast Capital loan program, where the Company partners with an industrial bank to provide working capital loans to qualified Toast customers based on the customer’s current payment processing and POS data. Under the program, the Company’s bank partner originates the loans and the Company markets and services the loans and facilitates the loan application and origination process. These loans provided eligible customers with access to financing of up to $250, and loan repayment occurs automatically through a fixed percentage of every payment transaction on Toast’s platform. These loans had a maximum size of $250 prior to the COVID-19 pandemic when lending was temporarily paused. Since resuming loan servicing activities starting in the fourth quarter of 2020, the Company has had a maximum loan size of $100. The Company earns a share of interest and fees paid on loans, which is recognized as servicing revenue as the services are delivered and included within financial technology services revenue in the unaudited consolidated statements of comprehensive loss. Servicing revenue is adjusted for the amortization of servicing rights carried at amortized cost. Under the terms of the contracts with the bank partner, the Company provides limited credit enhancement to the bank partner in the event of excess bank partner portfolio credit losses by holding cash in restricted escrow accounts in an amount equal to a contractual percentage of the bank partner’s monthly originations and month-end outstanding portfolio balance, which was $2,694 and $906, respectively, at September 30, 2021 and December 31, 2020. The Company assumes on a limited basis a liability for defaults on the loans it services based on a specified percentage of the total loans originated which is measured on a quarterly basis. The estimated liability is accounted for as a guarantee based on ASC 460, Guarantees , which is recorded as a reduction of net revenue at the time the loans are originated and is trued up over the period of repayment. Customers historically repaid their Toast Capital loans in nine months on average. If the merchants fall behind in payments for a defined period of time, the Company is obligated to purchase the loans from its bank partner and such purchases are recorded as a reduction to the Company’s potential liability with respect to the quarterly cohort of loans from which the defaulted loan originated. At September 30, 2021 and December 31, 2020, the Company had $2,915 and $3,483, respectively, of acquired loans outstanding which are largely reserved based on collectability risk. As of September 30, 2021 and December 31, 2020, the Company recorded a guarantee liability of $838 and $509, respectively, which represents the Company’s estimate of additional loans expected to be repurchased under the guarantee. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Revolving Line of Credit In March 2019, the Company entered into a senior secured credit facility (the “2019 Facility”), which comprised a revolving line of credit equal to $100,000. Interest on outstanding loans under the 2019 Facility accrued interest at a per annum rate of, at the election of the Company, LIBOR plus 3.00% or the base rate plus 2.00%. Interest was payable in arrears quarterly, in the case of base rate loans, and at the end of the applicable interest period (but not less frequently than three months), in the case of LIBOR loans. This credit facility was subject to certain financial maintenance covenants, including maximum total net debt to recurring revenue ratio, maximum senior net debt to recurring revenue ratio, minimum liquidity and minimum last quarter annualized recurring revenue. Amortization of the debt issuance costs totaled $82 for the three months ended September 30, 2020, and $163 and $245, respectively, for the nine months ended September 30, 2021 and 2020. There was no amortization of the debt issuance costs recognized for the three months ended September 30, 2021. As of December 31, 2020, no amount was drawn and outstanding under the 2019 Facility; however, approximately $13,700 of letters of credit were outstanding, which reduced the amount available under this credit facility to $86,300. On June 8, 2021, the Company terminated the 2019 Facility and entered into a new revolving line of credit facility (the “2021 Facility”) equal to $330,000. Interest on outstanding loans under the 2021 Facility is determined based on loan type and accrues at an annual rate, as defined in the agreement, of: (a) LIBO Rate. multiplied by the Statutory Reserve Rate, plus 1.50% per annum; or 0.5% per annum plus the highest of: (i) the Prime Rate, (ii) the Federal Reserve Bank of New York Rate plus 0.5%, or (iii) the Adjusted LIBO Rate plus 1.00%. The 2021 Facility is subject to a minimum liquidity covenant of $250,000. As of September 30, 2021, no amount was drawn and outstanding under the 2021 Facility which had $330,000 available for borrowings. As of September 30, 2021, there were $11,744 of letters of credit outstanding. As a result of entering into a 2021 Facility, the Company became obligated to prepay or redeem the Convertible Notes which occurred on June 21, 2021. The Company incurred $2,582 of debt issuance costs in connection with obtaining the 2021 Facility which are presented within other non-current assets in the unaudited consolidated balance sheets and amortized over the term of the 2021 Facility. Amortization of debt issuance costs related to the 2021 Facility was $137 and $141, respectively, for the three and nine months ended September 30, 2021. Convertible Notes Convertible Notes consisted of the following: December 31, Convertible notes $ 200,000 Accrued paid in kind interest 4,533 Less: Unamortized discount (32,824) Long-term debt, net of discount $ 171,709 In June 2020, the Company issued the Convertible Notes pursuant to the Senior Unsecured Convertible Promissory Note Purchase Agreement (the “NPA”), dated as of June 19, 2020. The aggregate principal amount of Convertible Notes issued at the time of closing of the convertible notes transaction was $200,000. The Convertible Notes bore interest at a rate of 8.5% per annum, 50% of which was payable in cash and the other 50% payable in kind. Interest was payable semi-annually in arrears, beginning on December 30, 2020. Unless earlier converted, redeemed, or repaid, the Convertible Notes would mature on June 19, 2027. Interest expense related to the Convertible Notes was $5,559 for the three months ended September 30, 2020 and $11,771 and $6,404, respectively, for the nine months ended September 30, 2021 and 2020. There was no interest expense related to the Convertible Notes during the three months ended September 30, 2021 since the Company prepaid all of the outstanding Convertible Notes on June 21, 2021. Upon the issuance of the Convertible Notes, the Company identified and assessed the embedded features of the Convertible Notes. The Company concluded that the conversion features upon both IPO and non-IPO events pursuant to which the Company’s securities would become publicly traded, as well as the redemption features upon a change in control, certain events of default and sales of certain assets were not clearly and closely related to the Convertible Notes and met the definition of a derivative and therefore were required to be bifurcated and separately accounted from the Convertible Notes. The Company estimated the fair value of these bifurcated derivative features as a combined single derivative liability. Additionally, the contingently issuable warrants to purchase common stock met the definition of a derivative and were accounted for separately and recorded based on their fair value as adjusted for the probability that there would be a voluntary redemption of the Convertible Notes. The estimated fair values of the derivative liability and warrants on the issuance date were deducted from the carrying value of the Convertible Notes and recorded in long-term liabilities. The bifurcated derivative liability and contingently issuable warrants were subsequently adjusted to their fair value during each reporting period with the change in fair value recorded in other income (expense). The Company allocated the transaction costs related to the Convertible Notes and bifurcated derivatives using the same proportion as the allocation of proceeds from the Convertible Notes. Transaction costs attributable to Convertible Notes were recorded as a direct deduction from the debt liability in the consolidated balance sheets, along with the original issue discount, and amortized to interest expense over the term of the Convertible Notes. The transaction costs attributable to the bifurcated derivatives were expensed as incurred. The carrying value of the Convertible Notes was accreted to the principal amount along with the 15% exit fee payable at maturity as interest expense using the effective interest method over the term of the Convertible Notes. The effective interest rate on the Convertible Notes was 13.33%. Upon a voluntary redemption of the Convertible Notes in whole (but not in part), the Company was obligated to pay an applicable premium, as further described in the NPA and in the Convertible Notes, and issue warrants to the note holders to purchase a number of shares of common stock equal to the quotient of: (i) two-thirds of the outstanding principal amount, plus any accrued and unpaid interest, on such redemption date, divided by (ii) the Capped Price, provided that if the Convertible Notes were voluntarily redeemed prior to December 19, 2021, the number of shares underlying such warrants would be calculated as of December 19, 2021. On June 21, 2021, the Company prepaid all of the outstanding Convertible Notes with a carrying amount of $183,478, including principal and accrued cash and paid in kind interest, net of an unamortized discount, for an aggregate amount equal to $248,875, including the associated transaction costs of $145. In connection with the prepayment, the Company issued to the registered holders of the Convertible Notes the warrants to purchase 8,113,585 shares of the Company’s common stock with an exercise price of $17.51 per share. The fair value of the warrants of $125,111 was included in the Convertible Notes’ aggregate settlement consideration of $373,986. Additionally, the Company derecognized the liability for the bifurcated derivative and contingently issuable warrants of $140,724 which were remeasured at fair value on the settlement date. During the nine months ended September 30, 2021, the Company recognized a loss of $49,783 on the settlement of the Convertible Notes and a loss of $103,281 on the change in fair value of the bifurcated derivative liability and contingently issuable warrants which were recorded in other income (expense) in the unaudited statements of comprehensive loss. |
Warrants to Purchase Preferred
Warrants to Purchase Preferred and Common Stock | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Warrants to Purchase Preferred and Common Stock | Warrants to Purchase Preferred and Common Stock Warrants to Purchase Preferred Stock In conjunction with certain debt financing transactions, the Company issued warrants to purchase shares of preferred stock. These warrants were exercisable upon issuance and were not subject to any vesting or restrictions on timing of exercise. The Company classified the warrants as liabilities on its unaudited consolidated balance sheets as the warrants were free-standing financial instruments that could require the Company to transfer assets upon exercise. The initial value of the warrants was recorded as a discount to the related convertible debt and amortized as interest expense. All debt financing arrangements entered into prior to March 2019 have been settled; however, the associated warrants remained outstanding prior to the completion of the IPO on September 24, 2021. Upon the completion of the IPO, 255,910 outstanding warrants to purchase shares of Series B convertible preferred stock were automatically exchanged into 255,910 shares of Class B common stock upon payment of immaterial aggregate consideration for all such shares, and 400,000 outstanding warrants to purchase shares of Series B convertible preferred stock became exercisable for the same number of shares of Class B common stock. Additionally, outstanding warrants of 214,500 and 131,625, respectively, to purchase Series C convertible preferred stock became exercisable for the same number of shares of Class B common stock. As a result, the associated preferred stock warrant liability was reclassified into common stock warrant liability following the IPO. The warrants consisted of the following instruments: December 31, 2020 Issuance Date Contractual Term Class of Stock Balance Sheet Classification Shares Issuable Upon Exercise Exercise Price Fair Value of Warrant Liability December 7, 2015 10.5 years Series B Liability 255,910 $ 0.40 $ 2,943 August 9, 2016 10 years Series B Liability 400,000 $ 0.40 4,601 December 28, 2017 10 years Series C Liability 214,500 $ 1.40 2,317 January 23, 2018 8 years Series C Liability 131,625 $ 1.40 1,544 1,002,035 $ 11,405 The warrants were measured at fair value at issuance and subsequently remeasured at fair value at each reporting date. Changes in the fair value of the warrant liability were recognized as a component of other income (expense) in the Company’s unaudited consolidated statements of comprehensive loss. The Company recorded an expense of $21,701 and $202, respectively, related to the change in the fair value of the preferred stock warrant liability during the three months ended September 30, 2021 and 2020, and an expense of $38,193 and a gain of $60, respectively, during the nine months ended September 30, 2021 and 2020. Warrants to Purchase Common Stock In conjunction with the optional prepayment of the Convertible Notes on June 21, 2021, the Company issued warrants to purchase 8,113,585 shares of the Company’s common stock with an exercise price of $17.51 per share (see Note 10). These warrants are exercisable upon issuance and are not subject to any vesting or restrictions on timing of exercise. The Company classifies the warrants as liabilities and recognizes them at fair value in its unaudited consolidated balance sheets because they meet the definition of a derivative. Subsequent changes in the warrants’ respective fair values are recognized in the Company’s results of operations in its unaudited consolidated statements of comprehensive loss at each reporting period. The Company evaluated the warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity (deficit). The agreement governing the warrants includes a provision the application of which could result in a different exercise price and a settlement value depending on the assumption of the warrants by their holders. The warrants are not considered to be indexed to the Company’s own stock because the actions of the warrant holders do not represent an input into the pricing of a fixed-for-fixed option on the Company’s shares of common stock which precludes the Company from classifying the warrants in stockholders’ equity (deficit). The warrants were initially measured at fair value upon their issuance and are subsequently measured at fair value during each reporting date. Changes in the fair value of the warrants liability are recognized as a component of other income (expense) in the Company’s unaudited consolidated statements of comprehensive loss. Changes in the fair value of the warrants liability will continue to be recognized in the Company’s results of operations until the warrants are exercised or expire. Immediately prior to the completion of the IPO, outstanding warrants to purchase Series B convertible stock were automatically exchanged into 255,910 shares of Class B common stock. Upon completion of the IPO, the remaining 746,125 outstanding warrants formerly related to convertible preferred stock became exercisable for the same number of shares of Class B common stock. Warrant holders exercised a portion of these warrants following the IPO for immaterial cash consideration which resulted in the issuance of 604,512 shares of the Company’s Class B common stock. On October 1, 2021, warrant holders exercised the remaining warrants for immaterial cash consideration which resulted in the issuance of 128,379 shares of the Company’s Class B common stock. The Company derecognized the associated common stock warrant liability with a corresponding adjustment to the additional paid in capital in the unaudited consolidated balance sheets. The warrant liability was remeasured at fair value on the exercise date resulting in a remeasurement loss of $18,902 recorded within other income (expense) for the warrants exercised during the three months ended September 30, 2021. Additionally, during the three months ended September 30, 2021, the Company recognized a remeasurement loss of $2,799 for the warrants exercised on October 1, 2021. As of December 31, 2020, the Company’s amended and restated certificate of incorporation authorized the Company to issue 570,000,000 shares, of $0.000001 par value common stock, of which 219,755,430 shares were issued and outstanding. The holders of the common stock were entitled to one vote for each share of common stock held at all meetings of stockholders. In connection with the consummation of the IPO, the Company filed the Restated Certificate with the Secretary of State of the State of Delaware on September 24, 2021 (see Note 1). The Restated Certificate amended and restated the Company’s then existing amended and restated certificate of incorporation in its entirety and authorized 7,000,000,000 shares of Class A common stock and 700,000,000 shares of Class B common stock. Upon completion of the IPO, each share of common stock issued and outstanding was reclassified as, and became, one share of Class B common stock. As of September 30, 2021, 25,000,000 shares of Class A common stock and 479,406,030 shares of Class B common stock were issued and outstanding. During the nine months ended September 30, 2020, the Company repurchased 25,000 shares of common stock at a cost of $205. Shares that are repurchased are classified as treasury stock pending future use and reduce the number of shares outstanding. There were no shares repurchased by the Company during the nine months ended September 30, 2021. As of each consolidated balance sheet date, the Company had reserved shares of Class A common stock, Class B common stock and common stock for issuance in connection with the following: September 30, December 31, Conversion of shares of preferred stock (as if converted to common stock) — 253,832,025 Options to purchase Class A common stock, Class B common stock and common stock 61,307,085 58,035,220 Restricted stock units 10,637,265 — Warrants to purchase preferred stock (as if converted to warrants to purchase common stock) — 1,002,035 Warrants to purchase Class B common stock 8,245,210 — Shares available for future grant under the Stock Plans 58,225,697 33,435,380 138,415,257 346,304,660 As of September 30, 2021 and December 31, 2020, 5,056,655 shares of Class B common stock and 1,096,800 shares of common stock, respectively, were issued upon early exercise of stock options. Pursuant to the associated agreements, upon termination of employment, unvested shares held by such individuals were subject to repurchase by the Company. As of September 30, 2021 and December 31, 2020, cash paid for unvested shares of $7,545 and $576, respectively, is included in other long-term liabilities in the unaudited consolidated balance sheets. At each consolidated balance sheet date, shares subject to restriction consisted of the following: Shares Nonvested as of January 1, 2020 1,877,710 Exercise of stock options 321,400 Repurchases (185,190) Vested (917,120) Nonvested as of December 31, 2020 1,096,800 Exercise of stock options 412,810 Exercise of stock options in connection with promissory notes repayment 14,267,650 Repurchases (4,750) Vested (10,715,855) Nonvested as of September 30, 2021 5,056,655 In February 2019, the Board of Directors authorized certain senior executives to exercise an aggregate of 15,057,340 of stock options by issuing to the Company an aggregate of $22,797 in promissory notes (the “Promissory Notes”) that bore interest at 2.63% per annum and were repayable through proceeds of any sales of the stock (once it is vested) or upon a maturity date of five years from issuance, sixty days following termination of employment or immediately prior to the Company filing a registration statement under the Securities Act of 1933, as amended. The Promissory Notes were considered non-recourse for accounting purposes. Accordingly, the exercises were not considered substantive and not recorded in the consolidated balance sheets or consolidated statements of convertible preferred stock and stockholders’ equity (deficit) or consolidated statements of cash flows. Interest earned on the Promissory Notes was not recognized as income, but was incorporated into the exercise price used to determine the fair value of the underlying stock options. The fair value of the underlying stock options was recognized in the Company’s consolidated balance sheets and consolidated statements of comprehensive loss over the requisite service period through a charge to compensation expense and a corresponding adjustment to additional paid in capital. The then outstanding principal and accrued interest of $22,959 under the Promissory Notes were repaid in full in May 2021. The total repayment excluded underlying stock options as part of the Promissory Notes which were not vested, forfeited, and cancelled upon employee termination. The Company issued 8,045,300 shares for the exercise of vested options upon the Promissory Notes repayment and recognized $13,540 of the associated cash proceeds in additional paid in capital during the nine months ended September 30, 2021. Additionally, the Company recognized a liability of $9,421 related to unvested shares in other long-term liabilities in the unaudited consolidated balance sheets. |
Convertible Preferred Stock
Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | Convertible Preferred Stock The Company has previously issued Series A convertible preferred stock (the “Series A Preferred Stock”), Series B convertible preferred stock (the “Series B Preferred Stock”), Series C convertible preferred stock (the “Series C Preferred Stock”), Series D convertible preferred stock (the “Series D Preferred Stock”), Series E convertible preferred stock (the “Series E Preferred Stock”), and Series F convertible preferred stock (the “Series F Preferred Stock”) (collectively, the “Preferred Stock”). Immediately prior to the completion of the IPO on September 24, 2021, all of then outstanding 253,832,025 shares of the Company’s convertible preferred stock were automatically converted into an aggregate 253,832,025 shares of Class B common stock. The holders of the Company’s convertible preferred stock had certain voting, conversion, dividend, and redemption rights, as well as liquidation preferences and conversion privileges, in respect of the convertible preferred stock. All of such rights, preferences, and privileges associated with the convertible preferred stock were terminated at the time of the Company’s IPO in conjunction with the conversion of all outstanding shares of convertible preferred stock into shares of Class B common stock. The following table summarizes convertible preferred stock at December 31, 2020 and immediately prior to the conversion into Class B common stock upon completion of the IPO: Preferred Stock Authorized Preferred Stock Issued and Outstanding Carrying Value Liquidation Preference Common Stock Issuable Upon Conversion Series A Preferred Stock 18,072,290 18,072,290 $ 1,500 $ 1,500 18,072,290 Series B Preferred Stock 76,536,695 75,803,515 29,449 29,621 75,803,515 Series C Preferred Stock 38,773,865 36,643,445 50,965 51,154 36,643,445 Series D Preferred Stock 33,223,530 33,223,530 114,827 115,000 33,223,530 Series E Preferred Stock 45,788,025 45,788,025 249,784 250,000 45,788,025 Series F Preferred Stock 44,851,275 44,301,220 402,368 402,695 44,301,220 257,245,680 253,832,025 $ 848,893 $ 849,970 253,832,025 |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Common Stock | Warrants to Purchase Preferred and Common Stock Warrants to Purchase Preferred Stock In conjunction with certain debt financing transactions, the Company issued warrants to purchase shares of preferred stock. These warrants were exercisable upon issuance and were not subject to any vesting or restrictions on timing of exercise. The Company classified the warrants as liabilities on its unaudited consolidated balance sheets as the warrants were free-standing financial instruments that could require the Company to transfer assets upon exercise. The initial value of the warrants was recorded as a discount to the related convertible debt and amortized as interest expense. All debt financing arrangements entered into prior to March 2019 have been settled; however, the associated warrants remained outstanding prior to the completion of the IPO on September 24, 2021. Upon the completion of the IPO, 255,910 outstanding warrants to purchase shares of Series B convertible preferred stock were automatically exchanged into 255,910 shares of Class B common stock upon payment of immaterial aggregate consideration for all such shares, and 400,000 outstanding warrants to purchase shares of Series B convertible preferred stock became exercisable for the same number of shares of Class B common stock. Additionally, outstanding warrants of 214,500 and 131,625, respectively, to purchase Series C convertible preferred stock became exercisable for the same number of shares of Class B common stock. As a result, the associated preferred stock warrant liability was reclassified into common stock warrant liability following the IPO. The warrants consisted of the following instruments: December 31, 2020 Issuance Date Contractual Term Class of Stock Balance Sheet Classification Shares Issuable Upon Exercise Exercise Price Fair Value of Warrant Liability December 7, 2015 10.5 years Series B Liability 255,910 $ 0.40 $ 2,943 August 9, 2016 10 years Series B Liability 400,000 $ 0.40 4,601 December 28, 2017 10 years Series C Liability 214,500 $ 1.40 2,317 January 23, 2018 8 years Series C Liability 131,625 $ 1.40 1,544 1,002,035 $ 11,405 The warrants were measured at fair value at issuance and subsequently remeasured at fair value at each reporting date. Changes in the fair value of the warrant liability were recognized as a component of other income (expense) in the Company’s unaudited consolidated statements of comprehensive loss. The Company recorded an expense of $21,701 and $202, respectively, related to the change in the fair value of the preferred stock warrant liability during the three months ended September 30, 2021 and 2020, and an expense of $38,193 and a gain of $60, respectively, during the nine months ended September 30, 2021 and 2020. Warrants to Purchase Common Stock In conjunction with the optional prepayment of the Convertible Notes on June 21, 2021, the Company issued warrants to purchase 8,113,585 shares of the Company’s common stock with an exercise price of $17.51 per share (see Note 10). These warrants are exercisable upon issuance and are not subject to any vesting or restrictions on timing of exercise. The Company classifies the warrants as liabilities and recognizes them at fair value in its unaudited consolidated balance sheets because they meet the definition of a derivative. Subsequent changes in the warrants’ respective fair values are recognized in the Company’s results of operations in its unaudited consolidated statements of comprehensive loss at each reporting period. The Company evaluated the warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity (deficit). The agreement governing the warrants includes a provision the application of which could result in a different exercise price and a settlement value depending on the assumption of the warrants by their holders. The warrants are not considered to be indexed to the Company’s own stock because the actions of the warrant holders do not represent an input into the pricing of a fixed-for-fixed option on the Company’s shares of common stock which precludes the Company from classifying the warrants in stockholders’ equity (deficit). The warrants were initially measured at fair value upon their issuance and are subsequently measured at fair value during each reporting date. Changes in the fair value of the warrants liability are recognized as a component of other income (expense) in the Company’s unaudited consolidated statements of comprehensive loss. Changes in the fair value of the warrants liability will continue to be recognized in the Company’s results of operations until the warrants are exercised or expire. Immediately prior to the completion of the IPO, outstanding warrants to purchase Series B convertible stock were automatically exchanged into 255,910 shares of Class B common stock. Upon completion of the IPO, the remaining 746,125 outstanding warrants formerly related to convertible preferred stock became exercisable for the same number of shares of Class B common stock. Warrant holders exercised a portion of these warrants following the IPO for immaterial cash consideration which resulted in the issuance of 604,512 shares of the Company’s Class B common stock. On October 1, 2021, warrant holders exercised the remaining warrants for immaterial cash consideration which resulted in the issuance of 128,379 shares of the Company’s Class B common stock. The Company derecognized the associated common stock warrant liability with a corresponding adjustment to the additional paid in capital in the unaudited consolidated balance sheets. The warrant liability was remeasured at fair value on the exercise date resulting in a remeasurement loss of $18,902 recorded within other income (expense) for the warrants exercised during the three months ended September 30, 2021. Additionally, during the three months ended September 30, 2021, the Company recognized a remeasurement loss of $2,799 for the warrants exercised on October 1, 2021. As of December 31, 2020, the Company’s amended and restated certificate of incorporation authorized the Company to issue 570,000,000 shares, of $0.000001 par value common stock, of which 219,755,430 shares were issued and outstanding. The holders of the common stock were entitled to one vote for each share of common stock held at all meetings of stockholders. In connection with the consummation of the IPO, the Company filed the Restated Certificate with the Secretary of State of the State of Delaware on September 24, 2021 (see Note 1). The Restated Certificate amended and restated the Company’s then existing amended and restated certificate of incorporation in its entirety and authorized 7,000,000,000 shares of Class A common stock and 700,000,000 shares of Class B common stock. Upon completion of the IPO, each share of common stock issued and outstanding was reclassified as, and became, one share of Class B common stock. As of September 30, 2021, 25,000,000 shares of Class A common stock and 479,406,030 shares of Class B common stock were issued and outstanding. During the nine months ended September 30, 2020, the Company repurchased 25,000 shares of common stock at a cost of $205. Shares that are repurchased are classified as treasury stock pending future use and reduce the number of shares outstanding. There were no shares repurchased by the Company during the nine months ended September 30, 2021. As of each consolidated balance sheet date, the Company had reserved shares of Class A common stock, Class B common stock and common stock for issuance in connection with the following: September 30, December 31, Conversion of shares of preferred stock (as if converted to common stock) — 253,832,025 Options to purchase Class A common stock, Class B common stock and common stock 61,307,085 58,035,220 Restricted stock units 10,637,265 — Warrants to purchase preferred stock (as if converted to warrants to purchase common stock) — 1,002,035 Warrants to purchase Class B common stock 8,245,210 — Shares available for future grant under the Stock Plans 58,225,697 33,435,380 138,415,257 346,304,660 As of September 30, 2021 and December 31, 2020, 5,056,655 shares of Class B common stock and 1,096,800 shares of common stock, respectively, were issued upon early exercise of stock options. Pursuant to the associated agreements, upon termination of employment, unvested shares held by such individuals were subject to repurchase by the Company. As of September 30, 2021 and December 31, 2020, cash paid for unvested shares of $7,545 and $576, respectively, is included in other long-term liabilities in the unaudited consolidated balance sheets. At each consolidated balance sheet date, shares subject to restriction consisted of the following: Shares Nonvested as of January 1, 2020 1,877,710 Exercise of stock options 321,400 Repurchases (185,190) Vested (917,120) Nonvested as of December 31, 2020 1,096,800 Exercise of stock options 412,810 Exercise of stock options in connection with promissory notes repayment 14,267,650 Repurchases (4,750) Vested (10,715,855) Nonvested as of September 30, 2021 5,056,655 In February 2019, the Board of Directors authorized certain senior executives to exercise an aggregate of 15,057,340 of stock options by issuing to the Company an aggregate of $22,797 in promissory notes (the “Promissory Notes”) that bore interest at 2.63% per annum and were repayable through proceeds of any sales of the stock (once it is vested) or upon a maturity date of five years from issuance, sixty days following termination of employment or immediately prior to the Company filing a registration statement under the Securities Act of 1933, as amended. The Promissory Notes were considered non-recourse for accounting purposes. Accordingly, the exercises were not considered substantive and not recorded in the consolidated balance sheets or consolidated statements of convertible preferred stock and stockholders’ equity (deficit) or consolidated statements of cash flows. Interest earned on the Promissory Notes was not recognized as income, but was incorporated into the exercise price used to determine the fair value of the underlying stock options. The fair value of the underlying stock options was recognized in the Company’s consolidated balance sheets and consolidated statements of comprehensive loss over the requisite service period through a charge to compensation expense and a corresponding adjustment to additional paid in capital. The then outstanding principal and accrued interest of $22,959 under the Promissory Notes were repaid in full in May 2021. The total repayment excluded underlying stock options as part of the Promissory Notes which were not vested, forfeited, and cancelled upon employee termination. The Company issued 8,045,300 shares for the exercise of vested options upon the Promissory Notes repayment and recognized $13,540 of the associated cash proceeds in additional paid in capital during the nine months ended September 30, 2021. Additionally, the Company recognized a liability of $9,421 related to unvested shares in other long-term liabilities in the unaudited consolidated balance sheets. |
Restricted Stock and Promissory
Restricted Stock and Promissory Notes | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Restricted Stock and Promissory Notes | Warrants to Purchase Preferred and Common Stock Warrants to Purchase Preferred Stock In conjunction with certain debt financing transactions, the Company issued warrants to purchase shares of preferred stock. These warrants were exercisable upon issuance and were not subject to any vesting or restrictions on timing of exercise. The Company classified the warrants as liabilities on its unaudited consolidated balance sheets as the warrants were free-standing financial instruments that could require the Company to transfer assets upon exercise. The initial value of the warrants was recorded as a discount to the related convertible debt and amortized as interest expense. All debt financing arrangements entered into prior to March 2019 have been settled; however, the associated warrants remained outstanding prior to the completion of the IPO on September 24, 2021. Upon the completion of the IPO, 255,910 outstanding warrants to purchase shares of Series B convertible preferred stock were automatically exchanged into 255,910 shares of Class B common stock upon payment of immaterial aggregate consideration for all such shares, and 400,000 outstanding warrants to purchase shares of Series B convertible preferred stock became exercisable for the same number of shares of Class B common stock. Additionally, outstanding warrants of 214,500 and 131,625, respectively, to purchase Series C convertible preferred stock became exercisable for the same number of shares of Class B common stock. As a result, the associated preferred stock warrant liability was reclassified into common stock warrant liability following the IPO. The warrants consisted of the following instruments: December 31, 2020 Issuance Date Contractual Term Class of Stock Balance Sheet Classification Shares Issuable Upon Exercise Exercise Price Fair Value of Warrant Liability December 7, 2015 10.5 years Series B Liability 255,910 $ 0.40 $ 2,943 August 9, 2016 10 years Series B Liability 400,000 $ 0.40 4,601 December 28, 2017 10 years Series C Liability 214,500 $ 1.40 2,317 January 23, 2018 8 years Series C Liability 131,625 $ 1.40 1,544 1,002,035 $ 11,405 The warrants were measured at fair value at issuance and subsequently remeasured at fair value at each reporting date. Changes in the fair value of the warrant liability were recognized as a component of other income (expense) in the Company’s unaudited consolidated statements of comprehensive loss. The Company recorded an expense of $21,701 and $202, respectively, related to the change in the fair value of the preferred stock warrant liability during the three months ended September 30, 2021 and 2020, and an expense of $38,193 and a gain of $60, respectively, during the nine months ended September 30, 2021 and 2020. Warrants to Purchase Common Stock In conjunction with the optional prepayment of the Convertible Notes on June 21, 2021, the Company issued warrants to purchase 8,113,585 shares of the Company’s common stock with an exercise price of $17.51 per share (see Note 10). These warrants are exercisable upon issuance and are not subject to any vesting or restrictions on timing of exercise. The Company classifies the warrants as liabilities and recognizes them at fair value in its unaudited consolidated balance sheets because they meet the definition of a derivative. Subsequent changes in the warrants’ respective fair values are recognized in the Company’s results of operations in its unaudited consolidated statements of comprehensive loss at each reporting period. The Company evaluated the warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity (deficit). The agreement governing the warrants includes a provision the application of which could result in a different exercise price and a settlement value depending on the assumption of the warrants by their holders. The warrants are not considered to be indexed to the Company’s own stock because the actions of the warrant holders do not represent an input into the pricing of a fixed-for-fixed option on the Company’s shares of common stock which precludes the Company from classifying the warrants in stockholders’ equity (deficit). The warrants were initially measured at fair value upon their issuance and are subsequently measured at fair value during each reporting date. Changes in the fair value of the warrants liability are recognized as a component of other income (expense) in the Company’s unaudited consolidated statements of comprehensive loss. Changes in the fair value of the warrants liability will continue to be recognized in the Company’s results of operations until the warrants are exercised or expire. Immediately prior to the completion of the IPO, outstanding warrants to purchase Series B convertible stock were automatically exchanged into 255,910 shares of Class B common stock. Upon completion of the IPO, the remaining 746,125 outstanding warrants formerly related to convertible preferred stock became exercisable for the same number of shares of Class B common stock. Warrant holders exercised a portion of these warrants following the IPO for immaterial cash consideration which resulted in the issuance of 604,512 shares of the Company’s Class B common stock. On October 1, 2021, warrant holders exercised the remaining warrants for immaterial cash consideration which resulted in the issuance of 128,379 shares of the Company’s Class B common stock. The Company derecognized the associated common stock warrant liability with a corresponding adjustment to the additional paid in capital in the unaudited consolidated balance sheets. The warrant liability was remeasured at fair value on the exercise date resulting in a remeasurement loss of $18,902 recorded within other income (expense) for the warrants exercised during the three months ended September 30, 2021. Additionally, during the three months ended September 30, 2021, the Company recognized a remeasurement loss of $2,799 for the warrants exercised on October 1, 2021. As of December 31, 2020, the Company’s amended and restated certificate of incorporation authorized the Company to issue 570,000,000 shares, of $0.000001 par value common stock, of which 219,755,430 shares were issued and outstanding. The holders of the common stock were entitled to one vote for each share of common stock held at all meetings of stockholders. In connection with the consummation of the IPO, the Company filed the Restated Certificate with the Secretary of State of the State of Delaware on September 24, 2021 (see Note 1). The Restated Certificate amended and restated the Company’s then existing amended and restated certificate of incorporation in its entirety and authorized 7,000,000,000 shares of Class A common stock and 700,000,000 shares of Class B common stock. Upon completion of the IPO, each share of common stock issued and outstanding was reclassified as, and became, one share of Class B common stock. As of September 30, 2021, 25,000,000 shares of Class A common stock and 479,406,030 shares of Class B common stock were issued and outstanding. During the nine months ended September 30, 2020, the Company repurchased 25,000 shares of common stock at a cost of $205. Shares that are repurchased are classified as treasury stock pending future use and reduce the number of shares outstanding. There were no shares repurchased by the Company during the nine months ended September 30, 2021. As of each consolidated balance sheet date, the Company had reserved shares of Class A common stock, Class B common stock and common stock for issuance in connection with the following: September 30, December 31, Conversion of shares of preferred stock (as if converted to common stock) — 253,832,025 Options to purchase Class A common stock, Class B common stock and common stock 61,307,085 58,035,220 Restricted stock units 10,637,265 — Warrants to purchase preferred stock (as if converted to warrants to purchase common stock) — 1,002,035 Warrants to purchase Class B common stock 8,245,210 — Shares available for future grant under the Stock Plans 58,225,697 33,435,380 138,415,257 346,304,660 As of September 30, 2021 and December 31, 2020, 5,056,655 shares of Class B common stock and 1,096,800 shares of common stock, respectively, were issued upon early exercise of stock options. Pursuant to the associated agreements, upon termination of employment, unvested shares held by such individuals were subject to repurchase by the Company. As of September 30, 2021 and December 31, 2020, cash paid for unvested shares of $7,545 and $576, respectively, is included in other long-term liabilities in the unaudited consolidated balance sheets. At each consolidated balance sheet date, shares subject to restriction consisted of the following: Shares Nonvested as of January 1, 2020 1,877,710 Exercise of stock options 321,400 Repurchases (185,190) Vested (917,120) Nonvested as of December 31, 2020 1,096,800 Exercise of stock options 412,810 Exercise of stock options in connection with promissory notes repayment 14,267,650 Repurchases (4,750) Vested (10,715,855) Nonvested as of September 30, 2021 5,056,655 In February 2019, the Board of Directors authorized certain senior executives to exercise an aggregate of 15,057,340 of stock options by issuing to the Company an aggregate of $22,797 in promissory notes (the “Promissory Notes”) that bore interest at 2.63% per annum and were repayable through proceeds of any sales of the stock (once it is vested) or upon a maturity date of five years from issuance, sixty days following termination of employment or immediately prior to the Company filing a registration statement under the Securities Act of 1933, as amended. The Promissory Notes were considered non-recourse for accounting purposes. Accordingly, the exercises were not considered substantive and not recorded in the consolidated balance sheets or consolidated statements of convertible preferred stock and stockholders’ equity (deficit) or consolidated statements of cash flows. Interest earned on the Promissory Notes was not recognized as income, but was incorporated into the exercise price used to determine the fair value of the underlying stock options. The fair value of the underlying stock options was recognized in the Company’s consolidated balance sheets and consolidated statements of comprehensive loss over the requisite service period through a charge to compensation expense and a corresponding adjustment to additional paid in capital. The then outstanding principal and accrued interest of $22,959 under the Promissory Notes were repaid in full in May 2021. The total repayment excluded underlying stock options as part of the Promissory Notes which were not vested, forfeited, and cancelled upon employee termination. The Company issued 8,045,300 shares for the exercise of vested options upon the Promissory Notes repayment and recognized $13,540 of the associated cash proceeds in additional paid in capital during the nine months ended September 30, 2021. Additionally, the Company recognized a liability of $9,421 related to unvested shares in other long-term liabilities in the unaudited consolidated balance sheets. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2021 Stock Option and Incentive Plan The 2021 Stock Option and Incentive Plan (the “2021 Plan”) was adopted by the Board of Directors on August 13, 2021, approved by the stockholders on September 9, 2021 and became effective on September 20, 2021. The 2021 Plan replaced the Amended and Restated 2014 Stock Incentive Plan, as amended (the “2014 Plan”), which continues to govern outstanding equity awards granted thereunder as the Board determined not to make additional awards under the 2014 Plan following the pricing of the Company’s IPO. The 2021 Plan allows the Company to make equity-based and cash-based incentive awards to its officers, employees, directors, and consultants. The Company initially reserved 58,190,945 shares of Class A common stock for the issuance of awards under the 2021 Plan. The number of shares reserved and available for issuance under the 2021 Plan will automatically increase on January 1, 2022 and each January 1 thereafter, by 5% of the outstanding number of shares of the Class A common stock and Class B common stock on the immediately preceding December 31, or such lesser number of shares as determined by the Compensation Committee of the Board. As of September 30, 2021, no shares of common stock, stock options, or restricted stock units have been granted and are currently outstanding under the 2021 Plan, and 58,225,697 shares of Class A common stock remain available for issuance to officers, directors, employees, and consultants pursuant to the 2021 Plan. As of September 30, 2021 and December 31, 2020, 71,944,350 shares of Class B common stock and 58,035,220 shares of common stock, stock options, or restricted stock units, respectively, have been granted and were outstanding under the 2014 Plan. As of December 31, 2020, 33,435,380 of common stock were available for issuance to officers, directors, employees, and consultants pursuant to the 2014 Stock Plan. Stock-based compensation expense recognized for the three and nine months ended September 30, 2021 and 2020, is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Costs of revenue $ 5,270 2,250 6,523 $ 3,169 Sales and marketing 10,337 7,445 13,276 9,094 Research and development 8,627 17,422 35,138 19,622 General and administrative 12,118 9,084 42,284 26,472 Stock based compensation $ 36,352 36,201 97,221 $ 58,357 Stock-based compensation expense of $545 was capitalized as software development costs during the three and nine months ended September 30, 2021. There were no such costs during the three and nine months ended September 30, 2020. The Company applied an estimated forfeiture rate in determining the expense recorded in the unaudited consolidated statements of comprehensive loss for the three and nine months ended September 30, 2021 and 2020. The Company has not recognized any tax benefits related to the effects of employee stock-based compensation. Stock Options For the majority of stock option awards with service conditions, 20% of each option award vests on the first anniversary of the date of grant, and the remaining 80% vests in equal quarterly installments over the next 16 quarters. Awards with performance or market conditions vest upon occurrence of certain events or meeting certain financial targets set forth in the individual grant agreements. The awards have a contractual life of ten years. The determination of the fair value of stock-based payment awards utilizing the Black-Scholes model is affected by the stock price and a number of assumptions, including expected volatility, expected term, risk-free interest rate, and expected dividends. The Company does not have a sufficient history of market prices of its common stock due to the recently completed IPO, and as such, volatility shown below is estimated using historical volatilities of similar public entities. The expected term of the awards is estimated based on the simplified method. The risk-free interest rate assumption is based on observed interest rates appropriate for the term of the awards. The dividend yield assumption is based on history and expectations of paying no dividends. The majority of stock compensation expense is related to the Company's employees. Prior to the IPO, the fair value of the common stock was determined at each award grant date based upon a variety of factors, including the illiquid nature of the common stock, arm’s-length sales of the Company’s capital stock (including convertible preferred stock), the effect of the rights and preferences of the preferred shareholders, and the prospects of a liquidity event. Other factors included, but were not limited to, the Company’s consolidated financial position and historical financial performance and the status of technological developments within the Company’s research. The fair value of each option grant was estimated on its grant date using the Black-Scholes option-pricing model. The following table indicates the weighted-average assumptions made in estimating the fair value for the nine months ended September 30, 2021 and 2020: Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Risk-free interest rate 1.00 % 0.48 % Expected term (in years) 6.32 6.70 Expected volatility 64.75 % 62.86 % Expected dividend yield — % — % Weighted-average fair value of common stock $ 16.87 $ 2.23 Weighted average fair value per share of options granted $ 10.07 $ 1.37 The following is a summary of stock option activity under the Company’s stock option plans: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (1) Outstanding as of December 31, 2020 58,035,220 $ 2.08 8.27 $ 447,365 Granted 9,804,500 $ 16.87 Exercised (4,340,713) $ 1.19 Forfeited (2,191,922) $ 4.35 Outstanding as of September 30, 2021 61,307,085 $ 4.43 7.87 $ 2,790,996 Options vested and expected to vest as of December 31, 2020 58,035,220 $ 2.08 8.27 $ 447,365 Options exercisable as of December 31, 2020 57,620,665 $ 2.08 8.26 $ 445,547 Options vested and expected to vest as of September 30, 2021 61,307,085 $ 4.43 7.87 $ 2,790,996 Options exercisable as of September 30, 2021 61,307,085 $ 4.43 7.87 $ 2,790,996 (1) The aggregate intrinsic value was determined as the difference between the estimated fair value of the Company’s common stock as of each reporting date prior to the completion of the IPO and the closing price of the Class A common stock on the last trading day of the month of September 2021, or the date of exercise, as appropriate, and the exercise price, multiplied by the number of in-the-money options that would have been received by the option holders had all option holders exercised their in-the-money options at period end. The weighted average grant date fair value per share of options granted was $15.49 and $10.07, respectively, during the three and nine months ended September 30, 2021 and $1.40 and $1.37, respectively, during the three and nine months ended September 30, 2020. As of September 30, 2021 and December 31, 2020, the total number of vested, unexercised options was 24,782,480 and 18,151,770, respectively, with an intrinsic value of $1,199,194 and $158,607, respectively. As of September 30, 2021 and December 31, 2020, the total number of non-vested options was 41,586,495 and 50,758,305, respectively. The aggregate intrinsic values of options exercised was $30,142 and $81,950, respectively, during the three and nine months ended September 30, 2021 and $4,168 and $6,208, respectively, during the three and nine months ended September 30, 2020. The total fair value of options vested during the nine months ended September 30, 2021 and 2020 was $25,848 and $15,814, respectively. As of September 30, 2021, total unrecognized stock-based compensation expense related to the options was $103,657 and is expected to be recognized over the remaining weighted-average service period of 4.02 years. Restricted Stock Units The Company granted restricted stock units ("RSUs") to employees and directors, some of which contain service-based vesting conditions, and some of which contain both service and performance-based vesting conditions, including liquidity event-related (“IPO-related”) vesting conditions under the 2014 Stock Plan. Compensation expense related to RSUs is equal to the fair value of the underlying shares on the date of grant. Compensation expense associated with awards that have performance-based vesting conditions is recognized when the performance conditions become probable of being achieved. RSUs that contain both service and performance-based vesting conditions (as defined in the award) become eligible to vest when both the service and performance criteria have been met. Upon consummation of the IPO, the Company began recognizing stock-based compensation expense for RSUs with the IPO-related vesting condition based on the applicable service period. During the three months ended September 30, 2021, the Company recognized $27,762 of stock-based compensation expense related to such awards. The Company reflects RSUs as issued and outstanding shares of common stock when such units vest. The following table summarizes RSU activity during the nine months ended September 30, 2021 : RSU Weighted Average Grant Date Fair Value Unvested balance as of December 31, 2020 158,370 $ 2.21 Granted 10,713,085 22.21 Vested (52,790) 2.21 Forfeited (181,400) 21.44 Unvested balance as of September 30, 2021 10,637,265 $ 22.02 The weighted average grant-date fair value of RSUs granted during the three months ended September 30, 2021 was $26.09. There were no RSUs granted during the three months ended September 30, 2020. During the nine months ended September 30, 2021, the Company issued 52,790 shares of common stock to settle RSUs upon vesting. The fair value of RSUs vested during the nine months ended September 30, 2021 was $1,106 . No RSUs vested during the nine months ended September 30, 2020. As of September 30, 2021, total unrecognized stock-based compensation expense related to the RSUs was $156,546 and is expected to be recognized over the remaining weighted-average service period of 3.93 years. Performance Incentive Plan During the nine months ended September 30, 2020, the Company granted stock-based awards to certain members of management that vest based on both service and market conditions. No such awards were granted during the nine months ended September 30, 2021. Vesting of awards is based on service conditions and the Company’s achievement of certain market capitalization targets. The weighted average fair value of awards containing market-based performance condition was determined based on a Monte Carlo simulation. The Monte Carlo weighted-average assumptions utilized to determine the fair value of options granted during the nine months ended September 30, 2020 are as follows: Nine Months Ended September 30, 2020 Risk-free interest rate 0.30 % Expected volatility 60 % Expected dividend yield — % Weighted-average fair value of common stock $ 3.16 Weighted average fair value per share of options granted $ 0.60 Market capitalization targets related to the awards with market-based vesting conditions were achieved upon the consummation of the IPO. The Company expensed the remaining grant date fair value of these awards upon satisfaction of the service-based and market-based vesting conditions and recognized $254 of stock-based compensation expense during the three months ended September 30, 2021. The Company recognized $314 and $958, respectively, of stock-based compensation expense related to these awards during the nine months ended September 30, 2021 and 2020, and $148 during the three months ended September 30, 2020. Additionally, during the nine months ended September 30, 2020, the Company amended the terms of previously issued employee stock option awards and accelerated the vesting of certain awards. The Company accounted for the amendment as a modification of previously issued awards and incurred $343 of incremental stock-based compensation expense in connection with the modifications. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company's effective income tax rate was -0.05% and -0.2% for the three months ended September 30, 2021 and 2020, respectively, and was 0.7% and -0.04% for the nine months ended September 30, 2021 and 2020, respectively. The (provision for) benefit from income taxes was $(129) and $(127), respectively, for the three months ended September 30, 2021 and 2020, and $3,623 and $(69), respectively, for the nine months ended September 30, 2021 and 2020. The change in the provision for (benefit from) income taxes for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020 was primarily due to a non-recurring benefit of $3,920 for the release of a portion of the Company's valuation allowance during the period ending September 30, 2021. This release was due to taxable temporary differences available as a source of income to realize the benefit of certain pre-existing Toast, Inc. deferred tax assets as a result of the xtraCHEF acquisition. The provision for income taxes recorded for the three months ended September 30, 2021 and 2020 is consistent, with any differences related to changes in the jurisdictional mix of earnings. The effective income tax rate for the nine months ended September 30, 2021 differed from the federal statutory tax rate primarily due to the release of a portion of the valuation allowance as a result of the xtraCHEF acquisition and the valuation allowance maintained against the Company's remaining deferred tax assets. The effective income tax rate for the nine months ended September 30, 2020 differed from the federal statutory tax rate primarily due to the valuation allowance maintained against the Company's deferred tax assets. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders The following table sets forth the computation of net loss per share attributable to common stockholders: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss attributable to common stockholders $ (252,497) $ (62,608) $ (487,147) $ (187,155) Denominator: Weighted average shares of common stock outstanding—basic and diluted 239,358,805 200,579,529 219,746,454 199,245,332 Net loss per share attributable to common stockholders—basic and diluted $ (1.05) $ (0.31) $ (2.22) $ (0.94) The Company considers its currently outstanding unvested restricted stock awards, restricted shares issued upon early exercise of stock options and its convertible preferred stock which was outstanding prior to the completion of the IPO to be participating securities. Unvested restricted stock awards currently outstanding and restricted shares issued upon early exercise of stock options are considered participating securities because holders of such shares have non-forfeitable dividend rights in the event of a dividend declaration for common shares. The holders of the Company’s convertible preferred stock were entitled to non-cumulative dividends in preference to common stockholders, at specified rates, if declared. There were no dividends declared for common stock and convertible preferred stock during the three and nine months ended September 30, 2021 and 2020. During the nine months ended September 30, 2021, the Company amended its certificate of incorporation and created two classes of common stock: Class A common stock and Class B common stock (see Note 1). The Class A common stock and Class B common stock share proportionately, on a per share basis, in the Company’s net income (losses) and participate equally in the dividends on common stock, if declared. The Company allocates net losses attributable to common stock between the common stock classes on a one-to-one basis when computing net income (loss) per share. As a result, basic and diluted net income (loss) per share of Class A common stock and share of Class B common stock are equivalent. Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of our Class A and Class B common stock outstanding, adjusted for outstanding shares that are subject to repurchase. Weighted average shares of Class A and Class B common stock outstanding exclude shares which were acquired from the early exercise of options and the exercise of options under the Promissory Notes, both of which are not considered substantive exercises for accounting purposes (see Note 14). During the nine months ended September 30, 2021 , the weighted average shares of common stock outstanding include shares issued as a result of the exercise of vested options upon the repayment of the Promissory Notes. The Company computes net loss per common share based on the two-class method required for multiple classes of common stock and participating securities. The two-class method requires income (loss) available to common stockholders for the period to be allocated between multiple classes of common stock and participating securities based upon their respective rights to receive dividends as if all income (loss) for the period had been distributed. The holders of the Company’s convertible preferred stock were not, and unvested restricted stock awards are not contractually obligated to participate in the Company’s losses. As such, the Company’s net losses for the three and nine months ended September 30, 2021 and 2020 were not allocated to these participating securities. Diluted net loss per common share gives effect to all potentially dilutive securities. The Company’s potentially dilutive securities, which include convertible preferred stock, options to purchase common stock, unvested restricted stock units, exercised options for which the Company received non-recourse notes from the individuals, as well as warrants to purchase common stock and convertible preferred stock, and contingently convertible debt, have been excluded from the computation of diluted net loss per share as the effect would be antidilutive as a result of a net loss incurred during each period. Therefore, the weighted-average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share was the same during each reporting period. The Company excluded the following potential shares of common stock from the computation of diluted net loss per share because including them would have an antidilutive effect for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Options to purchase Class A common stock, Class B common stock and common stock 61,307,085 59,480,870 61,307,085 59,480,870 Unvested restricted stock 5,056,655 1,110,055 5,056,655 1,110,055 Unvested restricted stock units 10,637,265 — 10,637,265 — Shares issued for exercise of non-recourse notes — 15,057,340 — 15,057,340 Convertible preferred stock (as converted to common stock) — 253,909,295 — 253,909,295 Warrants to purchase Class B common stock and common stock and preferred stock (as if converted to warrants to purchase common stock) 8,245,210 1,002,035 8,245,210 1,002,035 85,246,215 330,559,595 85,246,215 330,559,595 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company conducts its operations in the United States, Ireland, and India. The Company earns all of its revenue in the United States. The Company’s long-lived assets, consisting solely of property and equipment, net, by geographic region are as follows: September 30, December 31, United States $ 42,044 $ 43,904 Ireland 299 207 India 38 — $ 42,381 $ 44,111 |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases The Company is a party to various non-cancelable operating leases for certain offices with contractual lease periods expiring between 2021 and 2029. The Company recognized total rent expense of $5,643 and $6,975, respectively during the three months ended September 30, 2021 and 2020, and $17,532 and $21,615, respectively, during the nine months ended September 30, 2021 and 2020. Future minimum lease payments under non-cancelable operating leases (with initial lease terms in excess of one year) as of September 30, 2021, are as follows: Year ended December 31, Amount 2021 (remaining 3 months) $ 6,257 2022 23,609 2023 13,653 2024 13,029 2025 13,098 Thereafter 47,027 $ 116,673 As of September 30, 2021 and December 31, 2020, there were approximately $11,600 and $13,700, respectively, of standby letters of credit held as collateral for various real estate leases. Lease Agreements The Company leases office and warehouse space in various cities primarily throughout the United States, Ireland, and India, pursuant to operating leases. Monthly lease payments, inclusive of base rent, expansion costs, tenant improvement allowances and ancillary charges, amount to $2,086. Monthly base rent is subject to escalation which varies based on the provisions of the related lease agreements. The leases expire at various dates in 2021 through 2029 and contain the right to exercise multi-year extension options at the Company’s discretion. Lease Terminations During the three months ended September 30, 2021 , the Company partially terminated the lease for one of its office facilities. The lease termination penalty of $3,250 is payable in monthly installments through 2029. The Company recognized a loss of $2,298 related to lease termination costs and $1,241 of write-offs on certain leasehold improvements and other property and equipment through the planned exit date. Net present value of the outstanding portion of lease termination fees was $8,987 and $7,171, respectively, as of September 30, 2021 and December 31, 2020, of which $7,161 and $6,237, respectively, was included in accrued expenses and other current liabilities and $1,826 and $934, respectively, in other long-term liabilities in the unaudited consolidated balance sheets based on their scheduled repayments. Purchase Commitments The Company had non-cancelable purchase obligations to hardware suppliers and cloud service providers of $246,881 and $62,651, respectively, as of September 30, 2021 and December 31, 2020. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Toast Equity Pledge In recognition of Toast’s values and commitment to local communities, Toast joined the Pledge 1% movement to fund its social impact initiatives through Toast.org, the philanthropic branch. Toast.org is dedicated to solving critical food issues that impact communities across the United States. As a part of this initiative, the Board of Directors reserved 5,468,890 shares of Class A common stock that the Company may, but is not required to, issue over a period of ten years in ten equal annual installments as a bona fide gift to a charitable organization to fund its social impact initiatives through Toast.org. On November 8, 2021, the Board of Directors authorized the issuance of 546,889 shares of its Class A common stock to an independent donor advised fund as the first installment of its Pledge 1% commitment. Total value of Class A common stock approved for issuance was approximately $31,900 based on the closing stock price of $58.34 on November 8, 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Supplemental Financial Statement Disclosures (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The accompanying unaudited consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary for the fair presentation of the Company's consolidated financial position as of September 30, 2021, the results of operations and comprehensive loss for the three and nine months ended September 30, 2021 and 2020, and cash flows for the nine months ended September 30, 2021 and 2020. The consolidated balance sheet as of December 31, 2020 included herein was derived from the audited financial statements as of that date. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021, or for any other future annual or interim period. The information included in these consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s final prospectus dated September 21, 2021 (the “Prospectus”) as filed with the SEC on September 22, 2021 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). |
Consolidation | The unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Comprehensive loss consists of net loss and other comprehensive income (loss). Other comprehensive income (loss) includes income and expenses that are recorded as an element of stockholders’ equity (deficit), but are excluded from the Company’s net loss. For all periods presented, the Company’s other comprehensive income (loss) consists of foreign currency translation adjustments related to the Company’s foreign subsidiaries. |
Reclassifications | Certain amounts in prior period financial statements have been reclassified to conform to the current period presentation. Such reclassifications have not materially affected previously reported amounts. |
Use of Estimates | The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates, judgments, and assumptions in these consolidated financial statements include, but are not limited to, those related to revenue recognition, allowance for doubtful accounts, allowances for uncollectible loans and merchant cash advances, loan servicing assets, allowance for excessive and obsolete inventory, reserves for warranties on hardware sold, reserves for sales returns, guarantees for losses on customer loans held with a bank the Company partners with, business combinations and other acquired intangible assets, stock-based compensation, warrants, convertible debt, debt derivatives and common stock valuation. Actual results could vary from those estimates. |
Deferred Offering Costs | The Company capitalized certain legal, accounting and other third-party fees that were directly associated with in-process equity financings as deferred offering costs until such financings were |
Recently Issued Accounting Pronouncements Not Yet Adopted and Emerging Growth Company Status | In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), as amended, which supersedes the guidance in ASC 840, Leases . The new standard requires lessees to classify leases as either finance or operating leases based on whether they effectively represent a financed purchase by the lessee. This classification determines lease expense recognition based on an effective interest method or a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a lease term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for as operating leases. Topic 842 is effective for fiscal years beginning after December 15, 2019 for public entities, and for fiscal years beginning after December 15, 2021, and interim periods in annual periods beginning after December 15, 2022, for non-public entities. Early adoption is permitted. The Company is currently evaluating the impact of Topic 842 adoption on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and has since issued various amendments, including ASU No. 2018-19, ASU No. 2019-04, ASU No. 2019-05, ASU No. 2019-11, and ASU 2020-02. The guidance and the related amendments modify the accounting for credit losses for most financial assets and require the use of an expected credit loss model replacing the currently used incurred loss method. Under this model, entities will be required to estimate the expected lifetime credit losses for such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. Topic 326 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years, for public entities and for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, for non-public entities. Early adoption is permitted. The Company is currently evaluating the impact of Topic 326 adoption on its consolidated financial statements and related disclosures. In April 2019, the FASB issued ASU 2019-04, Codification Improvements ( Topic 326 ), Financial Instruments — Credit Losses ( Topic 815 ), Derivatives and Hedging ( Topic 815 ), and Financial Instruments ( Topic 825 ). The amendments clarify the scope of the credit losses standard, among other things. With respect to hedge accounting, the amendments address partial-term fair value hedges and fair value hedge basis adjustments. Additionally, the amendments address the scope of the guidance related to recognition and measurement of financial instruments, the requirements for remeasurement to fair value when using the measurement alternative, and certain disclosure requirements. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, for the entities that adopted Topic 326, and for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, for non-public entities. Early adoption is permitted for the entities that have adopted Topic 326. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) . The amendments simplify the accounting for income taxes by removing certain exceptions and improving consistent application of other areas of the topic by clarifying the guidance. The new guidance is effective for fiscal years beginning after December 15, 2020 for public entities and for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, for non-public entities. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements and related disclosures. In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The new guidance simplifies the accounting for certain financial instruments by removing certain separation models required under current U.S. GAAP, including the beneficial conversion feature and cash conversion feature. ASU 2020-06 also improves and amends the related earnings per share guidance for both subtopics. ASU 2020-06 is effective for public business entities for fiscal years beginning after December 15, 2021 and interim periods within that fiscal year. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is evaluating the impact of the adoption of ASU 2020-06 on its consolidated financial statements and related disclosures. |
Cash and Cash Equivalents, Cash Held on Behalf of Customers and Restricted Cash | The Company defines cash and cash equivalents as highly liquid investments with original maturities of 90 days or less at the time of purchase. At September 30, 2021 and December 31, 2020, the Company’s cash and cash equivalents consisted primarily of cash held in checking and money market accounts. Cash held on behalf of customers represents an asset that is restricted for the purpose of satisfying obligations to remit funds to various tax authorities to satisfy customers’ payroll, tax, and other obligations. Cash held on behalf of customers is included within prepaid expenses and other current assets, and the corresponding customer funds obligation is included within accrued expenses and other current liabilities on the Company’s unaudited consolidated balance sheets. Restricted cash represents cash held with commercial lending institutions. The restrictions are related to cash collateralized letters of credit to cover potential customer defaults on third-party financing arrangements. Additionally, restricted cash is held as collateral pursuant to an agreement with the originating bank for the Company’s loan product (see Note 9). |
Net Loss Per Share | Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of our Class A and Class B common stock outstanding, adjusted for outstanding shares that are subject to repurchase. Weighted average shares of Class A and Class B common stock outstanding exclude shares which were acquired from the early exercise of options and the exercise of options under the Promissory Notes, both of which are not considered substantive exercises for accounting purposes (see Note 14). During the nine months ended September 30, 2021 , the weighted average shares of common stock outstanding include shares issued as a result of the exercise of vested options upon the repayment of the Promissory Notes. The Company computes net loss per common share based on the two-class method required for multiple classes of common stock and participating securities. The two-class method requires income (loss) available to common stockholders for the period to be allocated between multiple classes of common stock and participating securities based upon their respective rights to receive dividends as if all income (loss) for the period had been distributed. The holders of the Company’s convertible preferred stock were not, and unvested restricted stock awards are not contractually obligated to participate in the Company’s losses. As such, the Company’s net losses for the three and nine months ended September 30, 2021 and 2020 were not allocated to these participating securities. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable | The following table summarizes the activity in deferred revenue: Nine Months Ended September 30, 2021 2020 Deferred revenue, beginning of year $ 58,213 $ 59,494 Cumulative adjustment for adoption of ASC 606 — 7,048 Deferred revenue, beginning of year, as adjusted 58,213 66,542 Deferred revenue, end of period 59,697 64,276 Revenue recognized in the period from amounts included in deferred revenue at the beginning of period $ 36,078 $ 23,413 |
Capitalized Contract Cost | The following table summarizes the activity in deferred contract acquisition costs: Nine Months Ended September 30, 2021 2020 Beginning balance $ 29,406 $ — Adjustment due to adoption of ASC 606 — 19,617 Capitalization of sales commissions costs 30,876 17,580 Amortization of sales commissions costs (17,596) (10,818) Ending balance $ 42,686 $ 26,379 Nine Months Ended September 30, 2021 2020 Capitalized sales commissions costs, current $ 23,931 $ 14,758 Capitalized sales commissions costs, non-current 18,755 11,621 Total capitalized sales commissions costs $ 42,686 $ 26,379 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The preliminary aggregate purchase price, net of cash acquired of $883, is subject to normal and customary purchase price adjustments and is as follows on the acquisition date: Amount Cash consideration, net of cash acquired $ 23,528 Fair value of common stock issued 14,857 Fair value of settled stock option awards 1,343 Fair value of contingent consideration 1,876 Liabilities settled on behalf of xtraCHEF 1,271 Deferred payments for indemnity claims and working capital funds, net of adjustments (1) 5,357 Total purchase price $ 48,232 (1) The amount includes the indemnity funds related to the seller's satisfaction of potential indemnity claims that may be released to the sellers no later than 15 months following the acquisition date, as well as a cash payment related to working capital, subject to further working capital adjustments, that will be released to the sellers or remitted back to the Company no later than 12 months following the acquisition date. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the preliminary purchase price and the amounts of assets acquired and liabilities assumed for the acquisition based upon their estimated fair values at the date of acquisition. Such balances are reflected in the unaudited consolidated balance sheets as of September 30, 2021: Amount Property and equipment $ 22 Intangible assets 13,500 Goodwill 38,851 Net working capital (221) Deferred tax liability (3,920) Net assets acquired $ 48,232 |
Cash and Cash Equivalents, Ca_2
Cash and Cash Equivalents, Cash Held on Behalf of Customers and Restricted Cash (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash, cash equivalents, cash held on behalf of customers, and restricted cash consisted of the following: September 30, December 31, Cash and cash equivalents $ 1,301,619 $ 581,824 Cash held on behalf of customers 36,640 10,638 Restricted cash 2,694 1,214 Total cash, cash equivalents, cash held on behalf of customers and restricted cash $ 1,340,953 $ 593,676 |
Restrictions on Cash and Cash Equivalents | Cash, cash equivalents, cash held on behalf of customers, and restricted cash consisted of the following: September 30, December 31, Cash and cash equivalents $ 1,301,619 $ 581,824 Cash held on behalf of customers 36,640 10,638 Restricted cash 2,694 1,214 Total cash, cash equivalents, cash held on behalf of customers and restricted cash $ 1,340,953 $ 593,676 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and indicates the level of the fair value hierarchy used to determine such fair values: Fair Value Measurement at September 30, 2021 Using Level 1 Level 2 Level 3 Total Assets: Money market funds $ 183,000 $ — $ — $ 183,000 $ 183,000 $ — $ — $ 183,000 Liabilities: Warrants to purchase common stock — — 308,195 308,195 Contingent consideration — — 2,293 2,293 $ — $ — $ 310,488 $ 310,488 Fair Value Measurement at December 31, 2020 Using Level 1 Level 2 Level 3 Total Assets: Money market funds $ 142,000 $ — $ — $ 142,000 $ 142,000 $ — $ — $ 142,000 Liabilities: Warrants to purchase preferred stock $ — $ — $ 11,405 $ 11,405 Derivative liabilities — — 37,443 37,443 $ — $ — $ 48,848 $ 48,848 |
Fair Value Measurement Inputs and Valuation Techniques | The following table indicates the weighted-average assumptions made in estimating the fair value for the nine months ended September 30, 2021 and 2020. Nine Months Ended September 30, 2021 (1) Nine Months Ended September 30, 2020 Risk-free interest rate 0.8 % 0.2 % Contractual term (in years) 4.7 6.0 Expected volatility 53.6 % 60.0 % Expected dividend yield — % — % Exercise price $ 0.74 $ 0.74 _______________ (1) During the nine months ended September 30, 2021, fair value of the preferred stock warrants liability was measured based on the weighted average assumptions from January 1, 2021 through September 24, 2021, the date they were converted into common stock warrants. The following table indicates the weighted-average assumptions made in estimating the fair value for the nine months ended September 30, 2021: Nine Months Ended September 30, 2021 (1) Risk-free interest rate 1.1 % Contractual term (in years) 5.69 Expected volatility 53.3 % Expected dividend yield — % Exercise price $ 17.15 _______________ (1) Fair value of the common stock warrants liability excludes the warrants to purchase preferred stock which were converted into warrants to purchase Class B common stock immediately prior to the completion of the IPO. |
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis | The following tables provide a roll-forward of the aggregate fair value of the Company’s warrants to purchase preferred stock, common stock, derivative liability, and contingent consideration liability, for which fair value is determined using Level 3 inputs: Preferred Common Stock Warrant Derivative Contingent Balance as of December 31, 2020 $ 11,405 $ — $ 37,443 $ — Fair value at issuance — 125,111 — — Fair value on the acquisition date — — — 2,013 Change in fair value and other adjustments 38,284 176,692 103,281 280 Settlement (43,297) — (140,724) — Conversion of preferred stock warrants into common stock warrants upon the IPO (6,392) 6,392 — — Balance as of September 30, 2021 $ — $ 308,195 $ — $ 2,293 Preferred Derivative Balance as of December 31, 2019 $ 3,187 $ — Fair value at issuance — 30,161 Change in fair value and other adjustments (60) 18,324 Balance as of September 30, 2020 $ 3,127 $ 48,485 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure | Prepaid expenses and other current assets consisted of the following: September 30, December 31, Cash held on behalf of customers $ 36,640 $ 10,638 Prepaid software subscriptions 9,144 6,088 Prepaid expenses 4,699 2,365 Prepaid commissions 1,757 999 Prepaid rent 2,229 830 Prepaid insurance 9,022 399 Deposits for inventory purchases 15,293 — Other current assets 777 292 $ 79,561 $ 21,611 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following: September 30, December 31, Accrued transaction-based costs $ 107,502 $ 14,226 Accrued payroll and bonus 13,711 12,185 Customer funds obligation 36,640 10,638 Accrued expenses 18,337 7,989 Accrued commissions 11,403 7,493 Sales return and allowance 8,032 4,137 Product warranty liability 4,468 2,362 Deferred rent 1,572 1,290 Sales taxes payable 1,825 849 Servicing loan guarantee liability 838 509 Other liabilities 1,890 1,494 $ 206,218 $ 63,172 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Debt | Convertible Notes consisted of the following: December 31, Convertible notes $ 200,000 Accrued paid in kind interest 4,533 Less: Unamortized discount (32,824) Long-term debt, net of discount $ 171,709 |
Warrants to Purchase Preferre_2
Warrants to Purchase Preferred and Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | The warrants consisted of the following instruments: December 31, 2020 Issuance Date Contractual Term Class of Stock Balance Sheet Classification Shares Issuable Upon Exercise Exercise Price Fair Value of Warrant Liability December 7, 2015 10.5 years Series B Liability 255,910 $ 0.40 $ 2,943 August 9, 2016 10 years Series B Liability 400,000 $ 0.40 4,601 December 28, 2017 10 years Series C Liability 214,500 $ 1.40 2,317 January 23, 2018 8 years Series C Liability 131,625 $ 1.40 1,544 1,002,035 $ 11,405 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Temporary Equity | The following table summarizes convertible preferred stock at December 31, 2020 and immediately prior to the conversion into Class B common stock upon completion of the IPO: Preferred Stock Authorized Preferred Stock Issued and Outstanding Carrying Value Liquidation Preference Common Stock Issuable Upon Conversion Series A Preferred Stock 18,072,290 18,072,290 $ 1,500 $ 1,500 18,072,290 Series B Preferred Stock 76,536,695 75,803,515 29,449 29,621 75,803,515 Series C Preferred Stock 38,773,865 36,643,445 50,965 51,154 36,643,445 Series D Preferred Stock 33,223,530 33,223,530 114,827 115,000 33,223,530 Series E Preferred Stock 45,788,025 45,788,025 249,784 250,000 45,788,025 Series F Preferred Stock 44,851,275 44,301,220 402,368 402,695 44,301,220 257,245,680 253,832,025 $ 848,893 $ 849,970 253,832,025 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Stock by Class | As of each consolidated balance sheet date, the Company had reserved shares of Class A common stock, Class B common stock and common stock for issuance in connection with the following: September 30, December 31, Conversion of shares of preferred stock (as if converted to common stock) — 253,832,025 Options to purchase Class A common stock, Class B common stock and common stock 61,307,085 58,035,220 Restricted stock units 10,637,265 — Warrants to purchase preferred stock (as if converted to warrants to purchase common stock) — 1,002,035 Warrants to purchase Class B common stock 8,245,210 — Shares available for future grant under the Stock Plans 58,225,697 33,435,380 138,415,257 346,304,660 |
Restricted Stock and Promisso_2
Restricted Stock and Promissory Notes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Share-based Payment Arrangement, Outstanding Award, Activity, Excluding Option | At each consolidated balance sheet date, shares subject to restriction consisted of the following: Shares Nonvested as of January 1, 2020 1,877,710 Exercise of stock options 321,400 Repurchases (185,190) Vested (917,120) Nonvested as of December 31, 2020 1,096,800 Exercise of stock options 412,810 Exercise of stock options in connection with promissory notes repayment 14,267,650 Repurchases (4,750) Vested (10,715,855) Nonvested as of September 30, 2021 5,056,655 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | Stock-based compensation expense recognized for the three and nine months ended September 30, 2021 and 2020, is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Costs of revenue $ 5,270 2,250 6,523 $ 3,169 Sales and marketing 10,337 7,445 13,276 9,094 Research and development 8,627 17,422 35,138 19,622 General and administrative 12,118 9,084 42,284 26,472 Stock based compensation $ 36,352 36,201 97,221 $ 58,357 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following table indicates the weighted-average assumptions made in estimating the fair value for the nine months ended September 30, 2021 and 2020: Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Risk-free interest rate 1.00 % 0.48 % Expected term (in years) 6.32 6.70 Expected volatility 64.75 % 62.86 % Expected dividend yield — % — % Weighted-average fair value of common stock $ 16.87 $ 2.23 Weighted average fair value per share of options granted $ 10.07 $ 1.37 The Monte Carlo weighted-average assumptions utilized to determine the fair value of options granted during the nine months ended September 30, 2020 are as follows: Nine Months Ended September 30, 2020 Risk-free interest rate 0.30 % Expected volatility 60 % Expected dividend yield — % Weighted-average fair value of common stock $ 3.16 Weighted average fair value per share of options granted $ 0.60 |
Share-based Payment Arrangement, Option, Activity | The following is a summary of stock option activity under the Company’s stock option plans: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (1) Outstanding as of December 31, 2020 58,035,220 $ 2.08 8.27 $ 447,365 Granted 9,804,500 $ 16.87 Exercised (4,340,713) $ 1.19 Forfeited (2,191,922) $ 4.35 Outstanding as of September 30, 2021 61,307,085 $ 4.43 7.87 $ 2,790,996 Options vested and expected to vest as of December 31, 2020 58,035,220 $ 2.08 8.27 $ 447,365 Options exercisable as of December 31, 2020 57,620,665 $ 2.08 8.26 $ 445,547 Options vested and expected to vest as of September 30, 2021 61,307,085 $ 4.43 7.87 $ 2,790,996 Options exercisable as of September 30, 2021 61,307,085 $ 4.43 7.87 $ 2,790,996 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | The Company reflects RSUs as issued and outstanding shares of common stock when such units vest. The following table summarizes RSU activity during the nine months ended September 30, 2021 : RSU Weighted Average Grant Date Fair Value Unvested balance as of December 31, 2020 158,370 $ 2.21 Granted 10,713,085 22.21 Vested (52,790) 2.21 Forfeited (181,400) 21.44 Unvested balance as of September 30, 2021 10,637,265 $ 22.02 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of net loss per share attributable to common stockholders: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss attributable to common stockholders $ (252,497) $ (62,608) $ (487,147) $ (187,155) Denominator: Weighted average shares of common stock outstanding—basic and diluted 239,358,805 200,579,529 219,746,454 199,245,332 Net loss per share attributable to common stockholders—basic and diluted $ (1.05) $ (0.31) $ (2.22) $ (0.94) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company excluded the following potential shares of common stock from the computation of diluted net loss per share because including them would have an antidilutive effect for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Options to purchase Class A common stock, Class B common stock and common stock 61,307,085 59,480,870 61,307,085 59,480,870 Unvested restricted stock 5,056,655 1,110,055 5,056,655 1,110,055 Unvested restricted stock units 10,637,265 — 10,637,265 — Shares issued for exercise of non-recourse notes — 15,057,340 — 15,057,340 Convertible preferred stock (as converted to common stock) — 253,909,295 — 253,909,295 Warrants to purchase Class B common stock and common stock and preferred stock (as if converted to warrants to purchase common stock) 8,245,210 1,002,035 8,245,210 1,002,035 85,246,215 330,559,595 85,246,215 330,559,595 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Long-lived Assets by Geographic Areas | The Company’s long-lived assets, consisting solely of property and equipment, net, by geographic region are as follows: September 30, December 31, United States $ 42,044 $ 43,904 Ireland 299 207 India 38 — $ 42,381 $ 44,111 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under non-cancelable operating leases (with initial lease terms in excess of one year) as of September 30, 2021, are as follows: Year ended December 31, Amount 2021 (remaining 3 months) $ 6,257 2022 23,609 2023 13,653 2024 13,029 2025 13,098 Thereafter 47,027 $ 116,673 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) $ / shares in Units, $ in Thousands | Sep. 24, 2021USD ($)vote$ / sharesshares | Sep. 09, 2021 | Sep. 30, 2021USD ($)voteshares | Sep. 30, 2020USD ($)shares | Sep. 30, 2021USD ($)voteshares | Sep. 30, 2020USD ($)shares | Sep. 23, 2021shares | Jun. 30, 2021shares | Dec. 31, 2020USD ($)shares | Jun. 30, 2020shares | Dec. 31, 2019shares |
Class of Stock [Line Items] | |||||||||||
Stock split, conversion ratio | 5 | ||||||||||
Convertible preferred stock, outstanding (in shares) | 0 | 253,909,295 | 0 | 253,909,295 | 253,832,025 | 253,832,025 | 253,832,025 | 253,909,295 | 209,608,075 | ||
Number of shares exchanged for convertible preferred stock (in shares) | 255,910 | ||||||||||
Common stock, authorized (in shares) | 0 | 0 | 570,000,000 | ||||||||
Preferred stock, authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||||||
Number of voting rights | vote | 1 | 1 | |||||||||
Stock-based compensation expense | $ | $ 36,352 | $ 36,201 | $ 97,221 | $ 58,357 | |||||||
COVID-19 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Liability for lease termination fees | $ | $ 8,987 | $ 8,987 | $ 6,930 | ||||||||
Severance costs | $ | 10,127 | ||||||||||
Stock-based compensation expense | $ | $ 980 | ||||||||||
Common Class B | |||||||||||
Class of Stock [Line Items] | |||||||||||
Convertible preferred stock, outstanding (in shares) | 253,832,025 | ||||||||||
Outstanding warrants (in shares) | 400,000 | ||||||||||
Common stock, authorized (in shares) | 700,000,000 | 700,000,000 | 700,000,000 | 0 | |||||||
Common stock, convertible (in shares) | 1 | ||||||||||
Number of voting rights | vote | 10 | ||||||||||
Series C Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Convertible preferred stock, outstanding (in shares) | 36,643,445 | ||||||||||
Series C Preferred Stock | Warrant Group One | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of warrants exercisable upon conversion (in shares) | 214,500 | ||||||||||
Series C Preferred Stock | Warrant Group Two | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of warrants exercisable upon conversion (in shares) | 131,625 | ||||||||||
Common Class A | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, authorized (in shares) | 7,000,000,000 | 7,000,000,000 | 7,000,000,000 | 0 | |||||||
Number of voting rights | vote | 1 | ||||||||||
IPO | |||||||||||
Class of Stock [Line Items] | |||||||||||
Sale of stock, number of shares issued (in shares) | 25,000,000 | ||||||||||
Sale of stock, share price (in dollars per share) | $ / shares | $ 40 | ||||||||||
Sale of stock, consideration received | $ | $ 943,900 | ||||||||||
Over-Allotment Option | |||||||||||
Class of Stock [Line Items] | |||||||||||
Sale of stock, number of shares issued (in shares) | 3,260,869 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Supplemental Financial Statement Disclosures (Details) - USD ($) $ in Thousands | Sep. 24, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Deferred offering costs | $ 120 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Payment of deferred offering costs | $ 6,462 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Summary of Activity of Deferred Revenue (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Deferred revenue | $ 59,697 | $ 64,276 | $ 58,213 | $ 59,494 |
Revenue recognized in the period from amounts included in deferred revenue at the beginning of period | $ 36,078 | $ 23,413 | ||
Cumulative adjustment for adoption of ASC 606 | ||||
Disaggregation of Revenue [Line Items] | ||||
Deferred revenue | 0 | 7,048 | ||
Cumulative Effect, Period of Adoption, Adjusted Balance | ||||
Disaggregation of Revenue [Line Items] | ||||
Deferred revenue | $ 58,213 | $ 66,542 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Remaining performance obligation, amount | $ 352,045 | $ 352,045 | ||
Amortization of costs capitalized to obtain revenue contracts | 6,604 | $ 4,051 | 17,596 | $ 10,818 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Remaining performance obligation, amount | $ 343,391 | $ 343,391 | ||
Remaining performance obligation, period | 24 months | 24 months |
Revenue from Contract with Cust
Revenue from Contract with Customer - Summary of Capitalized Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Increase (Decrease) in Capitalized Contract Costs [Roll Forward] | |||||
Beginning balance | $ 29,406 | $ 0 | |||
Capitalization of sales commissions costs | 30,876 | 17,580 | |||
Amortization of sales commissions costs | $ (6,604) | $ (4,051) | (17,596) | (10,818) | |
Ending balance | 42,686 | 26,379 | 42,686 | 26,379 | |
Capitalized Contract Cost, Net, Classified [Abstract] | |||||
Capitalized sales commissions costs, current | 23,931 | 14,758 | 23,931 | 14,758 | $ 16,794 |
Capitalized sales commissions costs, non-current | 18,755 | 11,621 | 18,755 | 11,621 | 12,612 |
Total capitalized sales commissions costs | $ 42,686 | $ 26,379 | 42,686 | 26,379 | 29,406 |
Cumulative adjustment for adoption of ASC 606 | |||||
Increase (Decrease) in Capitalized Contract Costs [Roll Forward] | |||||
Beginning balance | $ 0 | $ 19,617 | |||
Capitalized Contract Cost, Net, Classified [Abstract] | |||||
Total capitalized sales commissions costs | $ 0 |
Business Combination - Narrativ
Business Combination - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 08, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Business Acquisition [Line Items] | |||||
Stock-based compensation expense | $ 36,352 | $ 36,201 | $ 97,221 | $ 58,357 | |
xtraCHEF, Inc. | |||||
Business Acquisition [Line Items] | |||||
Voting interest acquired (as a percent) | 100.00% | ||||
Cash acquired from acquisition | $ 883 | ||||
Number of common units issued for acquisition (in shares) | 569,400 | ||||
Fair value of common shares issued (in dollars per share) | $ 26.10 | ||||
Equity interests settled (in shares) | 265,250 | ||||
Equity interests settled in cash | $ 2,823 | ||||
Equity interests settled, deferred consideration | 531 | ||||
Equity interests settled | 3,354 | ||||
Equity interests settled, consideration transferred for services | 1,343 | ||||
Stock-based compensation expense | 2,011 | ||||
Contingent consideration liability | 2,013 | ||||
Contingent consideration obligation, maximum payment amount | 7,300 | ||||
Liability related to indemnity fund | $ 5,650 | ||||
Deferred payments for indemnity funds, period following acquisition date | 15 months | ||||
Acquisition related costs | $ 1,113 | ||||
xtraCHEF, Inc. | Developed Technology | |||||
Business Acquisition [Line Items] | |||||
Finite lived intangibles acquired | $ 12,600 | ||||
Finite lived intangibles acquired, weighted average useful life | 10 years | ||||
xtraCHEF, Inc. | Customer Relationships | |||||
Business Acquisition [Line Items] | |||||
Finite lived intangibles acquired | $ 900 | ||||
Finite lived intangibles acquired, weighted average useful life | 6 years |
Business Combination - Schedule
Business Combination - Schedule of Preliminary Aggregate Purchase Price (Details) - USD ($) $ in Thousands | Jun. 08, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Business Acquisition [Line Items] | |||
Cash consideration, net of cash acquired | $ 26,142 | $ 0 | |
Fair value of contingent consideration | $ 1,876 | $ 0 | |
xtraCHEF, Inc. | |||
Business Acquisition [Line Items] | |||
Cash consideration, net of cash acquired | $ 23,528 | ||
Fair value of common stock issued | 14,857 | ||
Fair value of settled stock option awards | 1,343 | ||
Fair value of contingent consideration | 1,876 | ||
Liabilities settled on behalf of xtraCHEF | 1,271 | ||
Deferred payments for indemnity claims and working capital funds, net of adjustments | 5,357 | ||
Total purchase price | $ 48,232 | ||
Deferred payments for indemnity funds, period following acquisition date | 15 months | ||
Deferred cash payments, period following acquisition date | 12 months |
Business Combination - Schedu_2
Business Combination - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||
Goodwill | $ 74,738 | $ 35,887 |
xtraCHEF, Inc. | ||
Business Acquisition [Line Items] | ||
Property and equipment | 22 | |
Intangible assets | 13,500 | |
Goodwill | 38,851 | |
Net working capital | (221) | |
Deferred tax liability | (3,920) | |
Net assets acquired | $ 48,232 |
Cash and Cash Equivalents, Ca_3
Cash and Cash Equivalents, Cash Held on Behalf of Customers and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 1,301,619 | $ 581,824 | $ 611,907 | |
Cash held on behalf of customers | 36,640 | 10,638 | 12,853 | |
Restricted cash | 2,694 | 1,214 | 2,178 | |
Total cash, cash equivalents, cash held on behalf of customers and restricted cash | $ 1,340,953 | $ 593,676 | $ 626,938 | $ 159,389 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 21, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants to purchase stock | $ 125,111 | $ 11,405 | |
Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total assets | $ 183,000 | 142,000 | |
Warrants to purchase stock | 308,195 | 11,405 | |
Contingent consideration | 2,293 | ||
Derivative Liability | 37,443 | ||
Total liabilities | 310,488 | 48,848 | |
Fair Value, Recurring | Money Market Funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market funds | 183,000 | 142,000 | |
Fair Value, Recurring | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total assets | 183,000 | 142,000 | |
Warrants to purchase stock | 0 | 0 | |
Contingent consideration | 0 | ||
Derivative Liability | 0 | ||
Total liabilities | 0 | 0 | |
Fair Value, Recurring | Level 1 | Money Market Funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market funds | 183,000 | 142,000 | |
Fair Value, Recurring | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total assets | 0 | 0 | |
Warrants to purchase stock | 0 | 0 | |
Contingent consideration | 0 | ||
Derivative Liability | 0 | ||
Total liabilities | 0 | 0 | |
Fair Value, Recurring | Level 2 | Money Market Funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market funds | 0 | 0 | |
Fair Value, Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total assets | 0 | 0 | |
Warrants to purchase stock | 308,195 | 11,405 | |
Contingent consideration | 2,293 | ||
Derivative Liability | 37,443 | ||
Total liabilities | 310,488 | 48,848 | |
Fair Value, Recurring | Level 3 | Money Market Funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market funds | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Weighted Average Assumptions (Details) - Level 3 | Sep. 30, 2021 | Sep. 30, 2020 |
Risk-free interest rate | Preferred Stock Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants, measurement inputs | 0.008 | 0.002 |
Risk-free interest rate | Common Stock Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants, measurement inputs | 0.011 | |
Contractual term (in years) | Preferred Stock Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants, measurement inputs | 4.7 | 6 |
Contractual term (in years) | Common Stock Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants, measurement inputs | 5.69 | |
Expected volatility | Preferred Stock Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants, measurement inputs | 0.536 | 0.600 |
Expected volatility | Common Stock Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants, measurement inputs | 0.533 | |
Expected dividend yield | Preferred Stock Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants, measurement inputs | 0 | 0 |
Expected dividend yield | Common Stock Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants, measurement inputs | 0 | |
Exercise price | Preferred Stock Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants, measurement inputs | 0.74 | 0.74 |
Exercise price | Common Stock Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants, measurement inputs | 17.15 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Narrative (Details) - USD ($) | Jun. 08, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Jun. 19, 2020 |
Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of Convertible Notes | $ 249,301,000 | |||
Convertible Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt issued | $ 200,000,000 | $ 200,000,000 | ||
Equity value of Convertible Notes | $ 9,500,000,000 | |||
xtraCHEF, Inc. | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration liability | $ 2,013,000 | |||
xtraCHEF, Inc. | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration liability | $ 2,013,000 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Rollforward of Level 3 Inputs (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Warrants | Preferred Stock Warrants | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance | $ 11,405 | $ 3,187 |
Fair value at issuance | 0 | 0 |
Fair value on the acquisition date | 0 | |
Change in fair value and other adjustments | 38,284 | (60) |
Settlement | (43,297) | |
Conversion of preferred stock warrants into common stock warrants upon the IPO | (6,392) | |
Ending balance | 0 | 3,127 |
Warrants | Common Stock Warrants | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance | 0 | |
Fair value at issuance | 125,111 | |
Fair value on the acquisition date | 0 | |
Change in fair value and other adjustments | 176,692 | |
Settlement | 0 | |
Conversion of preferred stock warrants into common stock warrants upon the IPO | 6,392 | |
Ending balance | 308,195 | |
Derivative Liability | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance | 37,443 | 0 |
Fair value at issuance | 0 | 30,161 |
Fair value on the acquisition date | 0 | |
Change in fair value and other adjustments | 103,281 | 18,324 |
Settlement | (140,724) | |
Ending balance | 0 | $ 48,485 |
Contingent Consideration Liability | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance | 0 | |
Fair value at issuance | 0 | |
Fair value on the acquisition date | 2,013 | |
Change in fair value and other adjustments | 280 | |
Settlement | 0 | |
Ending balance | $ 2,293 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Cash held on behalf of customers | $ 36,640 | $ 10,638 | $ 12,853 |
Prepaid software subscriptions | 9,144 | 6,088 | |
Prepaid expenses | 4,699 | 2,365 | |
Prepaid commissions | 1,757 | 999 | |
Prepaid rent | 2,229 | 830 | |
Prepaid insurance | 9,022 | 399 | |
Deposits for inventory purchases | 15,293 | 0 | |
Other current assets | 777 | 292 | |
Prepaid expenses and other current assets | $ 79,561 | $ 21,611 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued transaction-based costs | $ 107,502 | $ 14,226 |
Accrued payroll and bonus | 13,711 | 12,185 |
Customer funds obligation | 36,640 | 10,638 |
Accrued expenses | 18,337 | 7,989 |
Accrued commissions | 11,403 | 7,493 |
Sales return and allowance | 8,032 | 4,137 |
Product warranty liability | 4,468 | 2,362 |
Deferred rent | 1,572 | 1,290 |
Sales taxes payable | 1,825 | 849 |
Servicing loan guarantee liability | 838 | 509 |
Other liabilities | 1,890 | 1,494 |
Accrued expenses and other current liabilities | $ 206,218 | $ 63,172 |
Loan Servicing Activities (Deta
Loan Servicing Activities (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | |
Financial Guarantee | |||
Guarantor Obligations [Line Items] | |||
Guarantee liability | $ 2,694 | $ 906 | |
Indirect Guarantee of Indebtedness | |||
Guarantor Obligations [Line Items] | |||
Guarantee liability | $ 2,915 | 3,483 | |
Average payment term | 9 months | ||
Indirect Guarantee of Indebtedness, Additional | |||
Guarantor Obligations [Line Items] | |||
Guarantee liability | $ 838 | 509 | |
Bank Partner | |||
Guarantor Obligations [Line Items] | |||
Face amount per loan | $ 100 | $ 250 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Jun. 21, 2021 | Jun. 08, 2021 | Mar. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2020 | Jun. 19, 2020 |
Debt Instrument [Line Items] | ||||||||||
Proceeds from issuance of long-term debt | $ 0 | $ 194,850,000 | ||||||||
Warrants issued (in shares) | 8,113,585 | |||||||||
Warrants issued, exercise price (in dollars per share) | $ 17.51 | |||||||||
Warrants to purchase stock | $ 125,111,000 | $ 11,405,000 | ||||||||
Change in fair value of warrant liabilities | 140,724,000 | $ 198,389,000 | $ 202,000 | 214,881,000 | (60,000) | |||||
Loss on debt extinguishment | 0 | 0 | 49,783,000 | 0 | ||||||
Change in fair value of derivative liability | 0 | 18,208,000 | 103,281,000 | 18,208,000 | ||||||
Convertible Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt, amount available | 171,709,000 | |||||||||
Convertible notes | 200,000,000 | |||||||||
Debt issued | $ 200,000,000 | $ 200,000,000 | ||||||||
Interest rate (as a percent) | 8.50% | |||||||||
Interest rate payable in cash (as a percent) | 50.00% | |||||||||
Interest rate payable in kind (as a percent) | 50.00% | |||||||||
Interest expense | 0 | 5,559,000 | $ 11,771,000 | 6,404,000 | ||||||
Exit fee (as a percent) | 15.00% | |||||||||
Effective interest rate (as a percent) | 13.33% | |||||||||
Repayments of convertible notes | 183,478,000 | |||||||||
Aggregate amount of convertible notes prepaid | 248,875,000 | |||||||||
Transaction costs | 145,000 | |||||||||
Aggregate settlement consideration | $ 373,986,000 | |||||||||
Loss on debt extinguishment | $ 49,783,000 | |||||||||
2021 Credit Facility | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amortization of debt issuance costs | 137,000 | 141,000 | ||||||||
Revolving Credit Facility | 2019 Credit Facility | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 100,000,000 | |||||||||
Amortization of debt issuance costs | 0 | $ 82,000 | 163,000 | $ 245,000 | ||||||
Proceeds from issuance of long-term debt | 0 | |||||||||
Long term debt, amount available | 0 | |||||||||
Remaining borrowing capacity | 86,300,000 | |||||||||
Revolving Credit Facility | 2021 Credit Facility | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 330,000,000 | |||||||||
Long term debt, amount available | 0 | 0 | ||||||||
Remaining borrowing capacity | 330,000,000 | 330,000,000 | ||||||||
Minimum liquidity amount | 250,000,000 | |||||||||
Debt issuance costs | $ 2,582,000 | |||||||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | 2019 Credit Facility | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (as a percent) | 3.00% | |||||||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | 2021 Credit Facility | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (as a percent) | 1.50% | |||||||||
Revolving Credit Facility | Base Rate | 2019 Credit Facility | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (as a percent) | 2.00% | |||||||||
Revolving Credit Facility | Prime Rate | 2021 Credit Facility | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (as a percent) | 0.50% | |||||||||
Revolving Credit Facility | Federal Reserve Bank of New York Rate | 2021 Credit Facility | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (as a percent) | 0.50% | |||||||||
Revolving Credit Facility | Adjusted LIBOR Rate | 2021 Credit Facility | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (as a percent) | 1.00% | |||||||||
Letter of Credit | 2019 Credit Facility | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt, amount available | $ 13,700,000 | |||||||||
Letter of Credit | 2021 Credit Facility | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt, amount available | $ 11,744,000 | $ 11,744,000 |
Debt - Schedule of Convertible
Debt - Schedule of Convertible Notes (Details) - Convertible Notes $ in Thousands | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |
Convertible notes | $ 200,000 |
Accrued paid in kind interest | 4,533 |
Less: Unamortized discount | (32,824) |
Long-term debt, net of discount | $ 171,709 |
Warrants to Purchase Preferre_3
Warrants to Purchase Preferred and Common Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 01, 2021 | Sep. 24, 2021 | Sep. 23, 2021 | Jun. 21, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | |||||||||
Number of shares issuable upon exercise (in shares) | 1,002,035 | ||||||||
Change in fair value of warrant liabilities | $ 140,724 | $ 198,389 | $ 202 | $ 214,881 | $ (60) | ||||
Warrants issued (in shares) | 8,113,585 | ||||||||
Warrants issued, exercise price (in dollars per share) | $ 17.51 | ||||||||
Other income (expense) | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Change in fair value of warrant liabilities | 21,701 | $ 202 | $ 38,193 | $ (60) | |||||
Common Stock Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Outstanding warrants (in shares) | 746,125 | ||||||||
Warrants issued, exercise price (in dollars per share) | $ 17.51 | ||||||||
Warrants Exercised, Prior to September 30 | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Change in fair value of warrant liabilities | 18,902 | ||||||||
Warrants Exercised, October 2021 | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Change in fair value of warrant liabilities | $ 2,799 | ||||||||
Series B | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Outstanding warrants (in shares) | 255,910 | ||||||||
Common Class B | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Outstanding warrants (in shares) | 400,000 | ||||||||
Conversion of preferred stock (in shares) | 604,512 | 255,910 | |||||||
Common Class B | Subsequent Event | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Conversion of preferred stock (in shares) | 128,379 | ||||||||
Common Class B | Common Stock Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Outstanding warrants (in shares) | 400,000 | ||||||||
Common Class C | Preferred Stock Warrants, Issued 2017 | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of shares issuable upon exercise (in shares) | 214,500 | ||||||||
Common Class C | Preferred Stock Warrants, Issued 2018 | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of shares issuable upon exercise (in shares) | 131,625 |
Warrants to Purchase Preferre_4
Warrants to Purchase Preferred and Common Stock - Schedule of Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 21, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | ||
Number of shares issuable upon exercise (in shares) | 1,002,035 | |
Warrants issued, exercise price (in dollars per share) | $ 17.51 | |
Warrants to purchase stock | $ 125,111 | $ 11,405 |
Series B Preferred Stock | Preferred Stock Warrants, Issued 2015 | ||
Class of Warrant or Right [Line Items] | ||
Contractual Term | 10 years 6 months | |
Number of shares issuable upon exercise (in shares) | 255,910 | |
Warrants issued, exercise price (in dollars per share) | $ 0.40 | |
Warrants to purchase stock | $ 2,943 | |
Series B Preferred Stock | Preferred Stock Warrants, Issued 2016 | ||
Class of Warrant or Right [Line Items] | ||
Contractual Term | 10 years | |
Number of shares issuable upon exercise (in shares) | 400,000 | |
Warrants issued, exercise price (in dollars per share) | $ 0.40 | |
Warrants to purchase stock | $ 4,601 | |
Series C Preferred Stock | Preferred Stock Warrants, Issued 2017 | ||
Class of Warrant or Right [Line Items] | ||
Contractual Term | 10 years | |
Number of shares issuable upon exercise (in shares) | 214,500 | |
Warrants issued, exercise price (in dollars per share) | $ 1.40 | |
Warrants to purchase stock | $ 2,317 | |
Series C Preferred Stock | Preferred Stock Warrants, Issued 2018 | ||
Class of Warrant or Right [Line Items] | ||
Contractual Term | 8 years | |
Number of shares issuable upon exercise (in shares) | 131,625 | |
Warrants issued, exercise price (in dollars per share) | $ 1.40 | |
Warrants to purchase stock | $ 1,544 |
Convertible Preferred Stock - N
Convertible Preferred Stock - Narrative (Details) - shares | Sep. 30, 2021 | Sep. 24, 2021 | Sep. 23, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | ||||||||
Preferred stock, outstanding (in shares) | 0 | 253,832,025 | 253,832,025 | 253,832,025 | 253,909,295 | 253,909,295 | 209,608,075 | |
Class A and Class B Common Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Common stock outstanding (in shares) | 253,832,025 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Summary of Convertible Preferred Stock (Details) - USD ($) | Sep. 30, 2021 | Sep. 23, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | |||||||
Preferred stock, authorized (in shares) | 0 | 257,245,680 | |||||
Preferred stock, issued (in shares) | 0 | 253,832,025 | |||||
Convertible preferred stock, outstanding (in shares) | 0 | 253,832,025 | 253,832,025 | 253,832,025 | 253,909,295 | 253,909,295 | 209,608,075 |
Carrying Value | $ 848,893,000 | ||||||
Liquidation Preference | $ 849,970,000 | ||||||
Common Stock Issuable Upon Conversion (in shares) | 253,832,025 | ||||||
Series A Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Preferred stock, authorized (in shares) | 18,072,290 | ||||||
Preferred stock, issued (in shares) | 18,072,290 | ||||||
Convertible preferred stock, outstanding (in shares) | 18,072,290 | ||||||
Carrying Value | $ 1,500,000 | ||||||
Liquidation Preference | $ 1,500,000 | ||||||
Common Stock Issuable Upon Conversion (in shares) | 18,072,290 | ||||||
Series B Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Preferred stock, authorized (in shares) | 76,536,695 | ||||||
Preferred stock, issued (in shares) | 75,803,515 | ||||||
Convertible preferred stock, outstanding (in shares) | 75,803,515 | ||||||
Carrying Value | $ 29,449,000 | ||||||
Liquidation Preference | $ 29,621,000 | ||||||
Common Stock Issuable Upon Conversion (in shares) | 75,803,515 | ||||||
Series C Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Preferred stock, authorized (in shares) | 38,773,865 | ||||||
Preferred stock, issued (in shares) | 36,643,445 | ||||||
Convertible preferred stock, outstanding (in shares) | 36,643,445 | ||||||
Carrying Value | $ 50,965,000 | ||||||
Liquidation Preference | $ 51,154,000 | ||||||
Common Stock Issuable Upon Conversion (in shares) | 36,643,445 | ||||||
Series D Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Preferred stock, authorized (in shares) | 33,223,530 | ||||||
Preferred stock, issued (in shares) | 33,223,530 | ||||||
Convertible preferred stock, outstanding (in shares) | 33,223,530 | ||||||
Carrying Value | $ 114,827,000 | ||||||
Liquidation Preference | $ 115,000,000 | ||||||
Common Stock Issuable Upon Conversion (in shares) | 33,223,530 | ||||||
Series E Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Preferred stock, authorized (in shares) | 45,788,025 | ||||||
Preferred stock, issued (in shares) | 45,788,025 | ||||||
Convertible preferred stock, outstanding (in shares) | 45,788,025 | ||||||
Carrying Value | $ 249,784,000 | ||||||
Liquidation Preference | $ 250,000,000 | ||||||
Common Stock Issuable Upon Conversion (in shares) | 45,788,025 | ||||||
Series F Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Preferred stock, authorized (in shares) | 44,851,275 | ||||||
Preferred stock, issued (in shares) | 44,301,220 | ||||||
Convertible preferred stock, outstanding (in shares) | 44,301,220 | ||||||
Carrying Value | $ 402,368,000 | ||||||
Liquidation Preference | $ 402,695,000 | ||||||
Common Stock Issuable Upon Conversion (in shares) | 44,301,220 |
Common Stock - Narrative (Detai
Common Stock - Narrative (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | |||
Sep. 30, 2021vote$ / sharesshares | Sep. 30, 2020USD ($)shares | Sep. 24, 2021voteshares | Dec. 31, 2020$ / sharesshares | |
Class of Stock [Line Items] | ||||
Common stock, authorized (in shares) | 0 | 570,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.000001 | $ 0.000001 | ||
Common stock, issued (in shares) | 0 | 219,755,430 | ||
Common stock, outstanding (in shares) | 0 | 219,755,430 | ||
Number of voting rights | vote | 1 | |||
Common stock repurchased (in shares) | 0 | 25,000 | ||
Common stock repurchased, at cost | $ | $ 205 | |||
Common Class A | ||||
Class of Stock [Line Items] | ||||
Common stock, authorized (in shares) | 7,000,000,000 | 7,000,000,000 | 0 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.000001 | $ 0.000001 | ||
Common stock, issued (in shares) | 25,000,000 | 0 | ||
Common stock, outstanding (in shares) | 25,000,000 | 0 | ||
Number of voting rights | vote | 1 | |||
Common Class B | ||||
Class of Stock [Line Items] | ||||
Common stock, authorized (in shares) | 700,000,000 | 700,000,000 | 0 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.000001 | $ 0.000001 | ||
Common stock, issued (in shares) | 479,406,030 | 0 | ||
Common stock, outstanding (in shares) | 479,406,030 | 0 | ||
Number of voting rights | vote | 10 |
Common Stock - Schedule of Clas
Common Stock - Schedule of Class A and Class B Common Shares Reserved For Issuance (Details) - shares | Sep. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Common stock reserved for issuance (in shares) | 138,415,257 | 346,304,660 |
Preferred Stock | ||
Class of Stock [Line Items] | ||
Common stock reserved for issuance (in shares) | 0 | 253,832,025 |
Options to purchase Class A common stock, Class B common stock and common stock | ||
Class of Stock [Line Items] | ||
Common stock reserved for issuance (in shares) | 61,307,085 | 58,035,220 |
Restricted Stock Units | ||
Class of Stock [Line Items] | ||
Common stock reserved for issuance (in shares) | 10,637,265 | 0 |
Warrants | ||
Class of Stock [Line Items] | ||
Common stock reserved for issuance (in shares) | 0 | 1,002,035 |
Warrants | Common Class B | ||
Class of Stock [Line Items] | ||
Common stock reserved for issuance (in shares) | 8,245,210 | 0 |
Shares available for future grant under the Stock Plans | ||
Class of Stock [Line Items] | ||
Common stock reserved for issuance (in shares) | 58,225,697 | 33,435,380 |
Restricted Stock and Promisso_3
Restricted Stock and Promissory Notes - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
May 31, 2021 | Feb. 28, 2019 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock issued (in shares) | 1,096,800 | |||||
Exercise of common stock (in shares) | 15,057,340 | 952,808 | 4,340,713 | |||
Issuance of common stock in connection with initial public offering, net of offering costs, underwriting discounts and commissions | $ 943,898 | $ 943,898 | ||||
Unrecognized stock-based compensation expense related to options | $ 103,657 | $ 103,657 | ||||
Common Class B | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock issued (in shares) | 5,056,655 | 5,056,655 | ||||
Director | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Promissory notes | $ 22,797 | |||||
Interest rate per annum (as a percent) | 2.63% | |||||
Repayment of promissory notes | $ 22,959 | |||||
Issuance of common stock in connection with initial public offering, net of offering costs, underwriting discounts and commissions (in shares) | 8,045,300 | |||||
Unrecognized stock-based compensation expense related to options | $ 9,421 | $ 9,421 | ||||
Director | Accumulated Deficit | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuance of common stock in connection with initial public offering, net of offering costs, underwriting discounts and commissions | $ 13,540 | |||||
Unvested restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock issued (in shares) | 5,056,655 | 5,056,655 | 1,096,800 | 1,877,710 | ||
Cash paid for unvested shares | $ 7,545 | $ 7,545 | $ 576 |
Restricted Stock and Promisso_4
Restricted Stock and Promissory Notes - Schedule of Shares Subject to Restriction (Details) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Beginning balance (in shares) | 1,096,800 | |
Ending balance (in shares) | 1,096,800 | |
Unvested restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Beginning balance (in shares) | 1,096,800 | 1,877,710 |
Exercise of stock options (in shares) | 412,810 | 321,400 |
Exercise of stock options in connection with promissory notes repayment (in shares) | 14,267,650 | |
Repurchases (in shares) | (4,750) | (185,190) |
Vested (in shares) | (10,715,855) | (917,120) |
Ending balance (in shares) | 5,056,655 | 1,096,800 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 20, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for issuance (in shares) | 138,415,257 | 138,415,257 | 346,304,660 | |||
Stock-based compensation included in capitalized software | $ 545,000 | $ 0 | $ 545,000 | $ 0 | ||
Weighted average fair value per share of options granted (in dollars per share) | $ 15.49 | $ 1.40 | $ 10.07 | $ 1.37 | ||
Unexercised options vested (in shares) | 24,782,480 | 24,782,480 | 18,151,770 | |||
Unexercised options vested, intrinsic value | $ 1,199,194 | $ 1,199,194 | $ 158,607,000 | |||
Non-vested options (in shares) | 41,586,495 | 41,586,495 | 50,758,305 | |||
Aggregate intrinsic value of options exercised | $ 30,142,000 | $ 4,168,000 | $ 81,950,000 | $ 6,208,000 | ||
Fair value of options vested | 25,848,000 | 15,814,000 | ||||
Unrecognized stock-based compensation expense related to options | 103,657,000 | 103,657,000 | ||||
Stock-based compensation expense | $ 36,352,000 | $ 36,201,000 | $ 97,221,000 | 58,357,000 | ||
Expected period for recognition | 4 years 7 days | |||||
Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for issuance (in shares) | 10,637,265 | 10,637,265 | 0 | |||
Stock-based compensation expense | $ 27,762,000 | |||||
Weighted average grant date fair value (in dollars per share) | $ 26.09 | $ 22.21 | ||||
RSUs granted during period (in shares) | 0 | 10,713,085 | ||||
Restricted stock issued (in shares) | 52,790 | |||||
Fair value of RUSs vested | $ 1,106,000 | $ 0 | ||||
Total unrecognized stock-based compensation expense related to RSUs | $ 156,546,000 | $ 156,546,000 | ||||
Expected period for recognition | 3 years 11 months 4 days | |||||
Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average fair value per share of options granted (in dollars per share) | $ 0.60 | |||||
Stock-based compensation expense | $ 254,000 | $ 148,000 | $ 314,000 | $ 958,000 | ||
Incremental stock-based compensation expense | $ 343,000 | |||||
Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for issuance (in shares) | 61,307,085 | 61,307,085 | 58,035,220 | |||
Contractual life | 10 years | |||||
Weighted average fair value per share of options granted (in dollars per share) | $ 10.07 | $ 1.37 | ||||
Option | Vesting on first anniversary of date of grant | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting (as a percent) | 20.00% | |||||
Award vesting period | 1 year | |||||
Option | Vesting in equal quarterly installments | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting (as a percent) | 80.00% | |||||
Award vesting period | 4 years | |||||
The 2021 Stock Option and Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Increase in number of shares reserved and available for issuance (as a percent) | 5.00% | |||||
Number of shares available for grant (in shares) | 58,225,697 | 58,225,697 | ||||
Amended and Restated 2014 Stock Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Remaining number of shares available for issuance (in shares) | 33,435,380 | |||||
Amended and Restated 2014 Stock Incentive Plan | Common Stock, Stock Options and Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued | 58,035,220 | 58,035,220 | 58,035,220 | |||
Common stock, options, restricted stock units outstanding (in shares) | 58,035,220 | 58,035,220 | 58,035,220 | |||
Common Class A | The 2021 Stock Option and Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for issuance (in shares) | 58,190,945 | |||||
Common Class B | Amended and Restated 2014 Stock Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued | 71,944,350 | 71,944,350 | 71,944,350 | |||
Common stock outstanding (in shares) | 71,944,350 | 71,944,350 | 71,944,350 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 36,352 | $ 36,201 | $ 97,221 | $ 58,357 |
Costs of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 5,270 | 2,250 | 6,523 | 3,169 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 10,337 | 7,445 | 13,276 | 9,094 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 8,627 | 17,422 | 35,138 | 19,622 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 12,118 | $ 9,084 | $ 42,284 | $ 26,472 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Weighted Average Assumptions (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average fair value per share of options granted (in dollars per share) | $ 15.49 | $ 1.40 | $ 10.07 | $ 1.37 |
Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate (as a percent) | 0.30% | |||
Expected volatility (as a percent) | 60.00% | |||
Expected dividend yield (as a percent) | 0.00% | |||
Weighted-average fair value of common stock (in dollars per share) | 3.16 | $ 3.16 | ||
Weighted average fair value per share of options granted (in dollars per share) | $ 0.60 | |||
Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate (as a percent) | 1.00% | 0.48% | ||
Expected term (in years) | 6 years 3 months 25 days | 6 years 8 months 12 days | ||
Expected volatility (as a percent) | 64.75% | 62.86% | ||
Expected dividend yield (as a percent) | 0.00% | 0.00% | ||
Weighted-average fair value of common stock (in dollars per share) | $ 16.87 | $ 2.23 | $ 16.87 | $ 2.23 |
Weighted average fair value per share of options granted (in dollars per share) | $ 10.07 | $ 1.37 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Feb. 28, 2019 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Number of Shares | ||||
Beginning balance (in shares) | 58,035,220 | |||
Granted (in shares) | 9,804,500 | |||
Exercised (in shares) | (15,057,340) | (952,808) | (4,340,713) | |
Forfeited (in shares) | (2,191,922) | |||
Ending balance (in shares) | 61,307,085 | 61,307,085 | 58,035,220 | |
Options exercisable (in shares) | 61,307,085 | 61,307,085 | 57,620,665 | |
Options vested and expected to vest (in shares) | 61,307,085 | 61,307,085 | 58,035,220 | |
Weighted Average Exercise Price | ||||
Beginning balance (in dollars per share) | $ 2.08 | |||
Granted (in dollars per share) | 16.87 | |||
Exercised (in dollars per share) | 1.19 | |||
Forfeited (in dollars per share) | 4.35 | |||
Ending balance (in dollars per share) | $ 4.43 | 4.43 | $ 2.08 | |
Options exercisable, Weighted average exercise price per share (in dollars per share) | 4.43 | 4.43 | 2.08 | |
Options vested and expected to vest, Weighted average exercise price (in dollars per share) | $ 4.43 | $ 4.43 | $ 2.08 | |
Weighted Average Remaining Contractual Term | ||||
Options outstanding | 7 years 10 months 13 days | 8 years 3 months 7 days | ||
Options vested and expected to vest | 7 years 10 months 13 days | 8 years 3 months 7 days | ||
Options exercisable | 7 years 10 months 13 days | 8 years 3 months 3 days | ||
Aggregate Intrinsic Value | ||||
Options outstanding | $ 2,790,996 | $ 2,790,996 | $ 447,365,000 | |
Options vested and expected to vest | 2,790,996 | 2,790,996 | 447,365,000 | |
Options exercisable | $ 2,790,996 | $ 2,790,996 | $ 445,547,000 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of RSU Activity (Details) - Restricted Stock Units - $ / shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | |
RSU | |||
Beginning balance (in shares) | 158,370 | ||
Granted (in shares) | 0 | 10,713,085 | |
Vested (in shares) | (52,790) | ||
Forfeited (in shares) | (181,400) | ||
Ending balance (in shares) | 10,637,265 | 10,637,265 | |
Weighted Average Grant Date Fair Value | |||
Beginning balance (in dollars per share) | $ 2.21 | ||
Granted (in dollars per share) | $ 26.09 | 22.21 | |
Vested (in dollars per share) | 2.21 | ||
Forfeited (in dollars per share) | 21.44 | ||
Ending balance (in dollars per share) | $ 22.02 | $ 22.02 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate (as a percent) | (0.05%) | (0.20%) | 0.70% | (0.04%) |
(Provision for) benefit from income taxes | $ (129) | $ (127) | $ 3,623 | $ (69) |
Release of portion of valuation allowance | $ 3,920 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Schedule of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net loss attributable to common stockholders | $ (252,497) | $ (62,608) | $ (487,147) | $ (187,155) |
Denominator: | ||||
Weighted average shares of common stock outstanding - basic (in shares) | 239,358,805 | 200,579,529 | 219,746,454 | 199,245,332 |
Weighted average shares of common stock outstanding - diluted (in shares) | 239,358,805 | 200,579,529 | 219,746,454 | 199,245,332 |
Net loss per share attributable to common stockholders - basic (in dollars per share) | $ (1.05) | $ (0.31) | $ (2.22) | $ (0.94) |
Net loss per share attributable to common stockholders - diluted (in dollars per share) | (1.05) | (0.31) | (2.22) | (0.94) |
Dividends declared (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Schedule of Antidilutive Shares (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares excluded from computation of earnings per share (in shares) | 85,246,215 | 330,559,595 | 85,246,215 | 330,559,595 |
Options to purchase Class A common stock, Class B common stock and common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares excluded from computation of earnings per share (in shares) | 61,307,085 | 59,480,870 | 61,307,085 | 59,480,870 |
Unvested restricted stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares excluded from computation of earnings per share (in shares) | 5,056,655 | 1,110,055 | 5,056,655 | 1,110,055 |
Unvested restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares excluded from computation of earnings per share (in shares) | 10,637,265 | 0 | 10,637,265 | 0 |
Shares issued for exercise of non-recourse notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares excluded from computation of earnings per share (in shares) | 0 | 15,057,340 | 0 | 15,057,340 |
Convertible preferred stock (as converted to common stock) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares excluded from computation of earnings per share (in shares) | 0 | 253,909,295 | 0 | 253,909,295 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares excluded from computation of earnings per share (in shares) | 8,245,210 | 1,002,035 | 8,245,210 | 1,002,035 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 42,381 | $ 44,111 |
United States | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 42,044 | 43,904 |
Ireland | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 299 | 207 |
India | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 38 | $ 0 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | |||||
Rent expense | $ 5,643 | $ 6,975 | $ 17,532 | $ 21,615 | |
Monthly lease payments | 2,086 | ||||
Lease termination penalty | 3,250 | ||||
Loss on lease termination | 2,298 | ||||
Write-offs of certain leasehold improvements | 1,241 | ||||
Present value of outstanding portion of lease termination fees | 8,987 | 8,987 | $ 7,171 | ||
Present value of outstanding portion of lease termination fees, current | 7,161 | 7,161 | 6,237 | ||
Present value of outstanding portion of lease termination fees, Noncurrent | 1,826 | 1,826 | 934 | ||
Non-cancelable purchase obligations | 246,881 | 246,881 | 62,651 | ||
Standby Letters of Credit | |||||
Loss Contingencies [Line Items] | |||||
Standby letters of credit | $ 11,600 | $ 11,600 | $ 13,700 |
Commitment and Contingencies _2
Commitment and Contingencies - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 (remaining 3 months) | $ 6,257 |
2022 | 23,609 |
2023 | 13,653 |
2024 | 13,029 |
2025 | 13,098 |
Thereafter | 47,027 |
Future minimum payments due | $ 116,673 |
Subsequent Events (Details)
Subsequent Events (Details) | Nov. 08, 2021USD ($)$ / sharesshares | Sep. 30, 2021installmentshares | Dec. 31, 2020shares |
Subsequent Event [Line Items] | |||
Annual pledged percentage of maximum (as a percent) | 1.00% | ||
Common stock reserved for issuance (in shares) | 138,415,257 | 346,304,660 | |
Common Class A | |||
Subsequent Event [Line Items] | |||
Shares reserved for issuance, issuance period | 10 years | ||
Number of annual installments | installment | 10 | ||
Common Class A | Maximum | |||
Subsequent Event [Line Items] | |||
Common stock reserved for issuance (in shares) | 5,468,890 | ||
Common Class A | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Common stock reserved for issuance (in shares) | 546,889 | ||
Common stock issued | $ | $ 31,900 | ||
Share price (in dollars per share) | $ / shares | $ 58.34 |
Uncategorized Items - tost-2021
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2014-09 [Member] |