United States securities and exchange commission logo
August 31, 2020
Tony Xu
Chief Executive Officer and Director
DoorDash Inc
303 2nd Street, South Tower, 8th Floor
San Francisco, California 94107
Re: DoorDash Inc
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted August
18, 2020
CIK No. 0001792789
Dear Mr. Xu:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form S-1, filed
August 18, 2020
Risk Factors
"If Dashers are reclassified as employees under federal or state law . .
..", page 23
1. We note your amended
disclosure that "[t]he San Francisco District Attorney is also
seeking a preliminary
injunction that would bar [you] from continuing to classify Dashers
in California as
independent contractors during the pendency of this case." Please
disclose, if known,
when you expect to receive a judgment on this preliminary injunction.
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Key Business and Non-GAAP Metrics, page 92
2. We note the following
disclosures about your growth in Total Orders and Marketplace
Tony Xu
FirstName LastNameTony Xu
DoorDash Inc
Comapany
August 31, NameDoorDash
2020 Inc
August
Page 2 31, 2020 Page 2
FirstName LastName
GOV:
"[i]n the three months ended June 30, 2020, Total Orders
increased to 204 million, or
234% growth compared to the same period in 2019;" and that
"increased engagement
from existing consumers, the addition of new consumers, and an
increase in the
number of orders completed through Drive . . . accelerated in
part due to the effects
of the COVID-19 pandemic, which resulted in in-store dining
shutdowns and the
adoption of shelter-in-place measures;" and
"In the three months ended June 30, 2020, Marketplace GOV
increased to
$6,150 million, or 227% growth compared to the same period in
2019, based on the
growth in Total Orders as well as the increasing size of
Marketplace orders in part as
a result of the COVID-19 pandemic."
Please disclose whether you expect Total Orders and Marketplace GOV to
continue to
grow at the same pace in future periods if and when stay-at-home
orders and shelter-in-
place measures are lifted.
Attractive Cohort Trends
"We are in the early stages of broad market adoption . . .", page 98
3. We note your response to comment 8, and your amended disclosure on
page 99 that "In
2018 and 2019, our sales and marketing and promotions spend was $195
million and $776
million, respectively, of which $60 million and $182 million,
respectively, was related to
promotions." Please amend your filing to provide this information for
all cohorts
presented, not just the 2019 and 2018 cohorts. In this regard, we note
your disclosure that
"sales and marketing and promotions spend associated with [y]our
existing consumers is
significantly lower than the spend associated with new consumers." For
clarity, please
also consider presenting quantified sales and marketing and promotions
spend per cohort,
rather than presenting only adjusted sales and marketing and
promotions spend as a
percentage of each cohort s Marketplace GOV, or tell us why you have
determined not to
do so.
"Our historical consumer cohorts exhibit repeat behavior, which drives an
increasing proportion
of our Marketplace GOV", page 99
4. We note your response to comment 6. In order to provide an accurate
comparison of data
based on your actual results for prior fiscal periods, and because
your cohort data is based
on your historical data, we continue to think that each cohort should
be measured by the
same or substantially similar time period. Please revise to
disaggregate the 2016 cohort
information from prior-year cohorts, remove the 2016 cohort
information from your
cohort analysis, or provide further analysis as to why you believe it
is appropriate to
compare data from different time periods.
"Adjusted sales and marketing and promotions spend normalizes . . .", page 100
Tony Xu
DoorDash Inc
August 31, 2020
Page 3
5. You disclose that "[w]e use the vast majority of our adjusted sales and
marketing and
promotions spend to bring new consumers to DoorDash and to encourage
their repeat use
of our platform so that using DoorDash becomes a regular activity;" and
that "[a]djusted
sales and marketing and promotions spend with respect to a new consumer
cohort is
generally elevated in the initial year of a cohort s life cycle."
Considering that you present
historical financial information for the year ended December 31, 2019
and the interim
period ended June 30, 2020, and to provide context for investors
regarding your adjusted
sales and marketing spend, please present adjusted sales and marketing
and promotions
spend for your 2019 cohort, or tell us why you have determined not to do
so. Please do
the same for your cohort discussion and graphics related to Contribution
Profit (Loss) as a
percentage of Marketplace GOV and Take Rate.
You may contact James Giugliano at (202) 551-3319 or Theresa Brillant
at (202) 551-
3307 if you have questions regarding the financial statements and related
matters. Please contact
Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at (202) 551-3222 with
any other
questions.
Sincerely,
FirstName LastNameTony Xu
Division of
Corporation Finance
Comapany NameDoorDash Inc
Office of Trade &
Services
August 31, 2020 Page 3
cc: Rezwan D. Pavri
FirstName LastName