0001431695-21-000010.txt : 20210512 0001431695-21-000010.hdr.sgml : 20210512 20210511183155 ACCESSION NUMBER: 0001431695-21-000010 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 77 CONFORMED PERIOD OF REPORT: 20210331 FILED AS OF DATE: 20210512 DATE AS OF CHANGE: 20210511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Olo Inc. CENTRAL INDEX KEY: 0001431695 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-40213 FILM NUMBER: 21912861 BUSINESS ADDRESS: STREET 1: 285 FULTON STREET STREET 2: ONE WORLD TRADE CENTER, 82ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 BUSINESS PHONE: 212-260-0895 MAIL ADDRESS: STREET 1: 285 FULTON STREET STREET 2: ONE WORLD TRADE CENTER, 82ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 FORMER COMPANY: FORMER CONFORMED NAME: MOBO SYSTEMS, INC DATE OF NAME CHANGE: 20141017 FORMER COMPANY: FORMER CONFORMED NAME: MOBO SYSTEMS INC DATE OF NAME CHANGE: 20080407 10-Q 1 olo-20210331.htm 10-Q olo-20210331
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________
FORM 10-Q
_______________________________________________________________
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934
For the quarterly period ended March 31, 2021
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-40213
olo-20210331_g1.jpg
Olo Inc.
(Exact name of registrant as specified in its charter)
______________________________________________________________________________
Delaware20-2971562
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)
285 Fulton Street
One World Trade Center, 82nd Floor
New York, NY 10007
(Address of principal executive offices) (Zip Code)
(212) 260-0895
(Registrant’s telephone number, including area code)
_______________________________________________________________
Securities registered pursuant to Section 12(b) of the act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.001 per shareOLOThe New York Stock Exchange
As of May 7, 2021, 27,421,953 shares of the registrant’s Class A common stock and 120,091,480 shares of registrant’s Class B common stock were outstanding.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ¨  No x
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes x  No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer¨Accelerated filer¨
Non-accelerated filerxSmaller reporting companyx
 Emerging growth companyx
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨  No x



OLO INC.
TABLE OF CONTENTS
Page
Item 1.
Condensed Balance Sheets as of March 31, 2021 and December 31, 2020
Condensed Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020
Item 2.
Item 3.

Item 4.
Item 1.
Item 1A.
Item 2.
Item 6.



RISK FACTOR SUMMARY
Our business operations are subject to numerous risks, factors and uncertainties, including those outside of our control, that could cause our actual results to be harmed, including risks regarding the following:
The COVID-19 pandemic and/or the impact of vaccinations and increased demand for in-person dining could materially adversely affect our business, financial condition, and results of operations;
Our rapid growth may not be sustainable and depends on our ability to attract new customers, retain revenue from existing customers, and increase sales to both new and existing customers;
Our limited operating history with our new modules in a new and developing market makes it difficult to evaluate our current business and future prospects, and may increase the risk that we will not be successful;
Our business could be harmed if we fail to manage our growth effectively;
We have a history of losses and we may be unable to sustain profitability;
Our sales cycles can be long and unpredictable, and our sales efforts require considerable investment of time and expense. If our sales cycle lengthens or we invest substantial resources pursuing unsuccessful sales opportunities, our operating results and growth would be harmed;
We expect fluctuations in our financial results, making it difficult to project future results, and if we fail to meet the expectations of securities analysts or investors with respect to our results of operations, our stock price and the value of your investment could decline;
Our business depends on customers increasing their use of our platform, and any loss of customers or decline in their use of our platform could materially and adversely affect our business, results of operations, and financial condition;
If we fail to continue to improve and enhance the functionality, performance, reliability, design, security, or scalability of our platform in a manner that responds to our customers’ evolving needs, our business may be adversely affected;
Our growth depends in part on the success of our strategic relationships with third parties and our ability to integrate with third-party applications and software;
Our Dispatch module currently relies on a limited number of delivery service providers, or DSPs;
Our Rails module currently relies on a limited number of aggregators;
We currently generate significant revenue from our largest restaurant customers, and the loss or decline in revenue from any of these customers could harm our business, results of operations and financial condition;
Security breaches, denial of service attacks, or other hacking and phishing attacks on our systems or the systems with which our platform integrates could harm our reputation or subject us to significant liability and adversely affect our business and financial results;
Our business is highly competitive. We may not be able to compete successfully against current and future competitors;
If we cannot maintain our corporate culture as we grow, our success and our business and competitive position may be harmed;
Our future success depends in part on our ability to drive the adoption of our platform by international and small-to-medium business, or SMB, customers, and to expand into new, on-demand commerce verticals;
We may be subject to claims by third parties of intellectual property infringement;
We identified a material weakness in our internal control over our financial reporting process. If we are unable to remediate this material weakness, we may not be able to accurately or timely report our financial condition or results of operations; and;
The dual-class structure of our common stock will have the effect of concentrating voting control with our existing stockholders, executive officers, directors, and their affiliates, which will limit your ability to influence the outcome of important transactions and to influence corporate governance matters, such as electing directors, and to approve material mergers, acquisitions, or other business combination transactions that may not be aligned with your interests.



SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains express or implied forward-looking statements that are based on our management’s belief and assumptions and on information currently available to our management. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations or financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions.
These forward-looking statements include, but are not limited to, statements concerning the following:
our expectations regarding our revenue, expenses, and other operating results, including overall transaction volumes, average revenue per unit, or ARPU, ending active locations and dollar-based net revenue retention, or NRR;
the durability of the growth we have experienced in the near term due to COVID-19 and the associated shelter-in-place orders on consumer preferences for digital ordering and customer adoption of multi-modules as COVID-19 associated restrictions abate;
our ability to acquire new customers and successfully retain existing customers;
our ability to increase usage of our platform and upsell and cross sell additional modules;
our ability to achieve or sustain our profitability;
the effects of COVID-19 and the associated global economic uncertainty or other public health crises;
future investments in our business, our anticipated capital expenditures, and our estimates regarding our capital requirements;
the loss or decline in revenue from any of our largest customers and our resulting financial condition;
our ability to compete effectively with existing competitors and new market entrants;
the costs and success of our sales and marketing efforts, and our ability to promote our brand;
our reliance on key personnel and our ability to identify, recruit, and retain skilled personnel;
our ability to effectively manage our growth, including any international expansion;
our ability to protect our intellectual property rights and any costs associated therewith;
the growth rates of the markets in which we compete;
our expectations regarding the period during which we qualify as an emerging growth company under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, or a smaller reporting company as defined in the Securities Exchange Act of 1934, as amended; and
other risks and uncertainties, including those listed under the caption “Risk Factors.”
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements



should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.


PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
OLO INC.
Condensed Balance Sheets (Unaudited)
(in thousands, except share and per share amounts)
As of
 March 31,
2021
As of
December 31,
2020
ASSETS  
Current assets:  
Cash and cash equivalents$586,566 $75,756 
Accounts receivable, net of allowances of $719 and $631, respectively
47,944 45,641 
Contract assets674 356 
Deferred contract costs2,047 1,830 
Prepaid expenses and other current assets2,675 1,661 
Total current assets639,906 125,244 
Property and equipment, net2,206 2,241 
Contract assets, noncurrent610 503 
Deferred contract costs, noncurrent3,351 3,346 
Deferred offering costs 2,792 
Security deposit298 298 
Total assets$646,371 $134,424 
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable$6,151 $9,104 
Accrued expenses and other current liabilities70,976 42,578 
Unearned revenue1,016 585 
Redeemable convertible preferred stock warrant liability 19,735 
Total current liabilities78,143 72,002 
Unearned revenue, noncurrent375 435 
Deferred rent, noncurrent2,344 2,402 
Other liabilities, noncurrent271 329 
Total liabilities81,133 75,168 
Commitments and contingencies
Redeemable convertible preferred stock, $0.001 par value, zero and 60,509,120 shares authorized at March 31, 2021 and December 31, 2020, respectively; zero and 58,962,749 issued and outstanding at March 31, 2021 and December 31, 2020, respectively
 111,737 
Stockholders’ equity (deficit):
Class A common stock, $0.001 par value; 1,700,000,000 and zero shares authorized at March 31, 2021 and December 31, 2020, respectively; 26,932,253 and zero shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively. Class B common stock, $0.001 par value; 185,000,000 shares authorized at March 31, 2021 and December 31, 2020, respectively; 120,066,125 and 22,320,286 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively
147 22 
Preferred stock, $0.001 par value; 20,000,000 and zero shares authorized at March 31, 2021 and December 31, 2020, respectively.
  
Additional paid-in capital660,849 16,798 
Accumulated deficit(95,758)(69,301)
Total stockholders’ equity (deficit)565,238 (52,481)
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)$646,371 $134,424 
The accompanying notes are an integral part of these financial statements.
1

OLO INC.
Condensed Statements of Operations and Comprehensive Loss (Unaudited)
(in thousands, except share and per share amounts)

Three Months Ended
March 31,
20212020
Revenue:
Platform$34,923 $14,808 
Professional services and other1,200 1,260 
Total revenue36,123 16,068 
Cost of revenue:
Platform5,607 3,460 
Professional services and other1,243 882 
Total cost of revenue6,850 4,342 
Gross Profit29,273 11,726 
Operating expenses:
Research and development14,456 7,217 
General and administrative18,454 4,832 
Sales and marketing3,836 2,280 
Total operating expenses36,746 14,329 
Loss from operations(7,473)(2,603)
Other expenses, net:
Interest expense (46)
Other (expense) income, net(18)11 
Change in fair value of warrant liability(18,930)(341)
Total other expenses, net(18,948)(376)
Loss before income taxes(26,421)(2,979)
Provision for income taxes36 47 
Net loss and comprehensive loss$(26,457)$(3,026)
Accretion of redeemable convertible preferred stock to redemption value(14)(19)
Net loss attributable to Class A and Class B common stockholders$(26,471)$(3,045)
Net loss per share attributable to Class A and Class B common stockholders:
Basic$(0.63)$(0.16)
Diluted$(0.63)$(0.16)
Weighted-average Class A and Class B common shares outstanding:
Basic and diluted41,855,757 18,617,567 
The accompanying notes are an integral part of these financial statements.
2

OLO INC.
Condensed Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited)
(in thousands, except share and per share amounts)

Redeemable Convertible
Preferred Stock
Class A and Class B Common StockAdditional
Paid In
Capital
Accumulated
Deficit
Total
Stockholders' Equity
(Deficit)
SharesAmountSharesAmount
Balance as of December 31, 202058,962,749 $111,737 22,320,286 $22 $16,798 $(69,301)$(52,481)
Initial public offering, net of underwriting discount and deferred offering costs— — 20,700,000 21 477,805 — 477,826 
Accretion of redeemable convertible preferred stock to redemption value— 14 — — (14)— (14)
Issuance of preferred stock on exercise of warrants1,681,848 2 — — 39,056 — 39,056 
Conversion of redeemable convertible preferred stock to common stock upon initial public offering(60,644,597)(111,753)100,196,780 100 111,653 — 111,753 
Issuance of common stock upon settlement of Share Appreciation Rights— — 1,642,570 2 2,845 — 2,847 
Issuance of common stock in connection with charitable donation— — 172,918 — 5,125 — 5,125 
Issuance of common stock on exercise of stock options— — 1,965,824 2 2,155 — 2,157 
Stock-based compensation— — — — 5,426 — 5,426 
Net loss— — — — — (26,457)(26,457)
Balance as of March 31, 2021 $ 146,998,378 $147 $660,849 $(95,758)$565,238 

Redeemable Convertible
Preferred Stock
Class A and Class B Common StockAdditional
Paid In
Capital
Accumulated
Deficit
Total
Stockholders' Equity
(Deficit)
SharesAmountSharesAmount
Balance as of December 31, 201949,371,876 $61,901 18,451,120 $19 $10,795 $(72,364)$(61,550)
Issuance of common stock on exercise of stock options— — 197,727 — 19 — 19 
Accretion of redeemable convertible preferred stock to redemption value— 19 — — (19)— (19)
Stock-based compensation— — — — 949 — 949 
Net loss— — — — — (3,026)(3,026)
Balance as of March 31, 202049,371,876 $61,920 18,648,847 $19 $11,744 $(75,390)$(63,627)
The accompanying notes are an integral part of these financial statements.
3

OLO INC.
Condensed Statements of Cash Flows (Unaudited)
(in thousands)

Three Months Ended
March 31, 2021
Three Months Ended
March 31, 2020
Operating activities  
Net loss$(26,457)$(3,026)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization260 152 
Stock-based compensation5,402 949 
Stock-based compensation in connection with vesting of Stock Appreciation Rights2,847  
Charitable donation of Class A common stock5,125  
Bad debt expense88 211 
Change in fair value of warrants18,930 341 
Changes in operating assets and liabilities:
Accounts receivable(2,390)(11,210)
Contract assets(425)(38)
Prepaid expenses and other current assets(1,014)294 
Deferred contract costs(222)(80)
Accounts payable(6,772)6,868 
Accrued expenses and other current liabilities8,524 8,189 
Deferred rent(58)611 
Unearned revenue371 423 
Net cash provided by operating activities4,209 3,684 
Investing activities
Purchases of property and equipment, including capitalized software(178)(80)
Net cash used in investing activities(178)(80)
Financing activities
Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts485,541  
Cash received for employee payroll tax withholdings 19,195  
Proceeds from line of credit 15,000 
Proceeds from exercise of warrants392  
Payment of deferred offering costs(448)(573)
Proceeds from exercise of stock options2,099 470 
Net cash provided by financing activities506,779 14,897 
Net increase in cash and cash equivalents510,810 18,501 
Cash and cash equivalents, beginning of year75,756 10,935 
Cash and cash equivalents, end of year$586,566 $29,436 
Supplemental disclosure of cash flow information
Cash paid for interest$ $47 
Cash received for early exercise of stock options$ $466 
Supplemental disclosure of non-cash investing and financing activities
Accrued offering costs$4,476 $1,341 
Vesting of early exercised stock options$58 $ 
Accretion of redeemable convertible preferred stock to redemption value$14 $19 
Employee receivables for options exercised$ $33 
Purchase of property and equipment$24 $13 
Capitalization of stock-based compensation for internal-use software$24 $ 
The accompanying notes are an integral part of these financial statements.
4

OLO INC.
Notes to Condensed Financial Statements
(Unaudited)

1.Business
Olo Inc. was formed on June 1, 2005 in Delaware and is headquartered in New York City. On January 14, 2020, the board of directors and stockholders approved our name change from Mobo Systems, Inc. to Olo Inc. Unless the context otherwise indicates or requires, references to “we,” “us,” “our” and “the Company” shall refer to Olo Inc.
We are a software platform company for the restaurant industry and are focused on enabling digital ordering, through the deployment of white label e-commerce websites and applications and tools for digital order management. Our platform also provides a delivery enablement module and a marketplace management module. Our platform combines digital ordering and delivery enablement to provide restaurants with a holistic view of their digital business and enable them to own and manage their relationships with their customers.
Emerging Growth Company Status
We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies.
We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates.
We will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of our initial public offering (“IPO”), (b) in which our total annual gross revenue is at least $1.07 billion or (c) when we are deemed to be a large accelerated filer, which means the market value of our Class B common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
Initial Public Offering
On March 19, 2021, we completed our IPO in which we issued and sold 20,700,000 shares of our Class A common stock at the public offering price of $25.00 per share. We received net proceeds of approximately $485.5 million after deducting underwriting discounts and commissions. Upon completion of the IPO, $7.7 million of deferred offering costs, which consisted primarily of accounting, legal and other fees related to our IPO, were reclassified into stockholders’ deficit as a reduction of the IPO proceeds.
Prior to the IPO, warrants to purchase 1,682,847 shares of our outstanding redeemable convertible preferred stock warrants were exercised and converted into redeemable convertible preferred stock. Upon completion of the IPO, all shares of our outstanding redeemable convertible preferred stock, inclusive of the shares issued pursuant to these warrant exercises, converted into 100,196,780 shares of Class B common stock. Additionally, upon completion of the IPO, stock appreciation rights (“SARs”) granted to employees vested and settled resulting in the issuance of 1,642,570 shares of Class B common stock.
2.Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed interim financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). These unaudited interim financial statements have been prepared on a basis consistent with our annual financial statements and, in the opinion of management, reflect all adjustments, which include all normal recurring adjustments necessary to fairly state our financial position as of March 31, 2021, our results of operations and comprehensive income, our stockholders’ deficit, and our cash flows for the three months ended March 31, 2021 and 2020, respectively. The financial data and the other financial
5

OLO INC.
Notes to Condensed Financial Statements
(Unaudited)
information disclosed in the notes to the financial statements related to these periods are also unaudited. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021 or for any other future annual or interim period. The unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes included in our final prospectus dated March 16, 2021 and filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Prospectus”).
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
We regularly assess these estimates, including but not limited to, allowance for doubtful accounts, stock-based compensation including the determination of the fair value of our stock, fair value of warrant liabilities, realization of deferred tax assets, estimated life of our customers, estimated standalone selling price of our performance obligations and estimated transaction price for implementation services. We base these estimates on historical experience and on various other market-specific and relevant assumptions that we believe to be reasonable under the circumstances. Actual results could differ from these estimates and such differences could be material to the financial position and results of operations.
Segment Information
An operating segment is defined as a component of an enterprise for which discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”). We define the CODM as the Chief Executive Officer as his role is to make decisions about allocating resources and assessing performance. Our business operates in one operating segment as all of our offerings operate on a single platform and are deployed in an identical way, with our CODM evaluating our financial information, resources and performance of these resources on a combined basis. Since we operate in one operating segment, all required financial segment information can be found in the financial statements. As of March 31, 2021 and December 31, 2020, we did not have assets located outside of the United States and international revenue recognized during the three months ended March 31, 2021 and the twelve months ended December 31, 2020 was not material.
Concentrations of Business and Credit Risk
We are exposed to concentrations of credit risk primarily through our cash held by financial institutions. We primarily deposit our cash with one financial institution and the amount on deposit exceeds federally insured limits. As of March 31, 2021 and December 31, 2020, 12% and 11% of our accounts receivable were due from one customer, respectively. For the three months ended March 31, 2021 and 2020, one customer accounted for 25% and 14% of our revenue, respectively.
Fair Value Measurement
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1 inputs: Based on unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 inputs: Based on observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 inputs: Based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities, and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.
6

OLO INC.
Notes to Condensed Financial Statements
(Unaudited)
The following summarizes assets and liabilities as of March 31, 2021 and December 31, 2020 that are measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands):
March 31, 2021
Level 1Level 2Level 3
Cash and cash equivalents:
Money market funds$45,053 $ $ 
Total$45,053 $ $ 
December 31, 2020
Level 1Level 2Level 3
Cash and cash equivalents:
Money market funds$45,039 $ $ 
Redeemable convertible preferred stock warrant liability  19,735 
Total$45,039 $ $19,735 
There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the periods presented.
The fair value measurement of the redeemable convertible preferred stock warrant liability is based on significant inputs not observed in the market and thus represents a Level 3 measurement. We estimated the fair value of the liability using the Intrinsic Value Method. The change in fair value was recognized as other expense in the accompanying statements of operations and comprehensive loss. See Note 10 for information on the Level 3 inputs used to estimate the fair value of this liability. Prior to the IPO, all shares of our outstanding redeemable convertible preferred stock warrants were exercised and converted into redeemable convertible preferred stock. Upon completion of the IPO, all shares of our outstanding redeemable convertible preferred stock, inclusive of the warrants exercised, converted into shares of Class B common stock.
Accounts receivable, accounts payable and accrued expenses are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. The recorded amount of the line of credit approximates fair value as it is based upon rates available for obligations of similar terms and maturities.
Revenue Recognition
We derive our revenue primarily from platform fees to access our software platform and professional services. Revenue is recognized when control of these services transfers to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those services.
We apply the principles in the standard using the following steps:
Identify the contract(s) with a customer
Identify the performance obligations in the contract
Determine the transaction price
Allocate the transaction price to the performance obligations in the contract
Recognize revenue when (or as) we satisfy a performance obligation
Sales taxes collected from customers and remitted to various governmental authorities are excluded from the measurement of the transaction price and presented on a net basis in our statements of operations. Any balance collected and not paid, is reflected as a liability on the balance sheets.
7

OLO INC.
Notes to Condensed Financial Statements
(Unaudited)
Platform Revenue
Platform revenue primarily consists of fees generated when we provide our customers access to one or more of our Ordering, Dispatch and Rails modules of our cloud application, with routine customer support.
Our subscription contracts are non-cancellable and typically begin with a minimum three-year term with automatic, annual renewal periods thereafter. The majority of platform services revenue is derived from subscription fees from our Ordering module, which provides digital ordering capabilities for end consumers to place food orders online from restaurants. The Ordering module is a stand-ready obligation to provide access to the platform that is satisfied over the contract term. Our contracts for the Ordering module provide for monthly fixed fees, or monthly fixed fees for a specified quantity of orders processed on the platform, plus monthly overage fees. We generally bill customers on a monthly basis, in arrears. We allocate the variable consideration related to the monthly overages to the distinct month during which the related services were performed as those fees relate specifically to providing the Ordering module of the platform in the period and represents the consideration we are entitled to for the access to the platform. As a result, the fixed monthly fees and monthly overages are included in the transaction price and recognized as revenue in the period in which the fee was generated.
Our Dispatch module enables our restaurant customers to offer, manage, and expand delivery to its customers. Our customers for the Dispatch module are both the restaurants and delivery service providers (“DSPs”). The Dispatch module connects restaurants with DSPs to facilitate the ordering and delivery of orders to the restaurant’s customer. We typically collect a per transaction fee from both the restaurant and the DSP. Revenue is recognized when we have arranged for a DSP to deliver the order to the end consumer.
Our Rails module allows our customers to control and manage menu availability and pricing and location information while directly integrating orders from third-party channels. Our performance obligation is a stand-ready obligation to provide access to the Rails module that is satisfied over the contract term. We typically receive a fee from the third-party channel for each transaction processed. No minimum monthly amounts or overage fees are charged to third-party channel in these arrangements. Although we do not directly charge our Ordering customers for these transactions, the transactions count toward the specified quantity and overages activity used in determining our Ordering customers monthly Ordering revenue.
Professional Services and Other Revenue
Professional services and other revenue primarily consists of fees for platform implementation services. The implementation fees in our contracts are generally variable, consisting of either a fixed fee or a fixed monthly fee over the duration of the implementation project. For contracts with fixed monthly fees, we estimate this variable consideration using the expected value method whereby, at contract inception, we estimate how many months it will take to implement the platform into the customer environment, including time to onboard restaurant franchise locations. This estimate is multiplied by the fixed monthly professional services fee to determine the transaction price, which is recognized over time as the services are performed. The transaction price may be subject to constraint and is included only to the extent that it is probable that a significant reversal of the amount of cumulative revenues recognized will not occur in a future period. For arrangements where we charge monthly fees, any additional months required for implementation are billed at the same fixed monthly fee. Our customers benefit from our services as they are provided, and we use a cost-to-cost measure of progress to recognize revenue from our implementation services.
In certain contracts, we engage third parties to assist in providing professional services to our customers. We determined we are the principal in transferring these services to the customer and recognize revenue on a gross basis. We control the services being provided to our customer and are responsible for ensuring that the services are performed and are acceptable to our customer. That is, we are responsible for fulfillment of the promise in the contract with our customer, and we also have discretion in setting the price with our customer.
Contracts with Multiple Performance Obligations
Our contracts with customers may contain multiple performance obligations. We identify performance obligations in a contract with a customer based on the goods and services that will be transferred to the customer that are capable of being distinct and that are separately identifiable from other promises in the contract. If not considered distinct, the promised goods or services are combined with other goods or services and accounted for as a combined performance obligation. Identifying
8

OLO INC.
Notes to Condensed Financial Statements
(Unaudited)
distinct performance obligations in a contract requires judgment. Our performance obligations primarily include access to our platform and its different modules and implementation services associated with the platform.
Implementation services that require us to perform significant customization and modification of our platform to interface with the customer’s environment are not distinct from the platform. Since our Ordering customers can renew their agreements without paying for implementation again upon renewal, we considered the discounted fees at renewal to provide a material right to the customer. That is, because the customer can renew the implemented service at a discount from the original transaction price, we considered the discount to be a material right since it provides the customer a significant discount to future services. Our obligation to provide future services at a discount is accounted for as a separate performance obligation. Accordingly, we recognize the fair value of the material right over the expected customer life, which commences when the implementation services are complete and the customer obtains access to the platform.
All other implementation services are generally distinct and accounted for as separate performance obligations. For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. We determine standalone selling price based on the price at which the distinct good or service is sold separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price taking into account available information such as market conditions, internally approved pricing and cost-plus expected margin guidelines related to the performance obligations.
Contract Balances
The timing of revenue recognition may differ from the timing of invoicing to customers. We record a receivable when revenue is recognized upon invoicing and payment will become due solely due to the passage of time. We record a contract asset when revenue is recognized prior to invoicing or payment is contingent upon transfer of control of another separate performance obligation. We record unearned revenue when revenue is recognized subsequent to cash collection. Unearned revenue that will be recognized during the succeeding 12-month period is recorded as current, and the remaining unearned revenue is recorded as non-current. Contract assets that will be billed to the customer during the succeeding 12-month period is recorded as current and the remaining contract asset is recorded as non-current.
Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 days. We elected the practical expedient to not assess whether a significant financing component exists if the period between when we transfer a promised good or service to a customer and when the customer pays for that good or service is one year or less.
Stock-Based Compensation
We measure compensation expense for all stock-based payment awards, including stock options granted to employees, directors, and nonemployees, based on the estimated fair value of the awards on the date of grant. Compensation expense is recognized ratably in earnings, generally over the period during which an employee is required to provide service. We adjust compensation expense based on actual forfeitures as necessary.
Time-Based Service Awards
Our stock options generally vest ratably over a four-year period and the fair value of our awards is estimated on the date of grant using a Black-Scholes option pricing model. Awards with graded vesting features are recognized over the requisite service period for the entire award. The determination of the grant date fair value of stock awards issued is affected by a number of variables and subjective assumptions, including (i) the fair value of our common stock, (ii) the expected common stock price volatility over the expected life of the award, (iii) the expected term of the award, (iv) risk-free interest rates, (v) the exercise price, and (vi) the expected dividend yield of our common stock.
Prior to the IPO, the fair value of our shares of common stock underlying the awards was historically determined by the board of directors with input from management and contemporaneous third-party valuations, as there was no public market for our common stock. The board of directors determined the fair value of the common stock by considering a number of objective and subjective factors including: the valuation of comparable companies, our operating and financial performance, the lack of liquidity of common stock, transactions in our common stock, and general and industry specific economic outlook,
9

OLO INC.
Notes to Condensed Financial Statements
(Unaudited)
amongst other factors. After the completion of the IPO, the fair value of the Company’s common stock is determined based on the New York Stock Exchange (“NYSE”) closing price on the date of grant.
We derive the volatility from the average historical stock volatilities of several peer public companies over a period equivalent to the expected term of the awards. We selected companies with comparable characteristics to us, including enterprise value, risk profiles, and position within the industry and with historical share price information sufficient to meet the expected term of the stock options. The historical volatility data has been computed using the daily closing prices for the selected companies.
For employee awards granted at-the-money, we estimate the expected term based on the simplified method, which is the mid-point between the vesting date and the end of the contractual term for each award since our historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. For non-employee awards and employee awards granted out-of the-money, our best estimate of the expected term is the contractual term of the award. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of grant whose term is consistent with the expected life of the award.
Expected dividend yield is zero percent as we have not paid and do not anticipate paying dividends on our Class B common stock or Class A common stock. Upon the exercise of a stock option award, shares of either our Class B common stock or Class A common stock are issued from authorized but unissued shares.
Performance-Based Awards
We also have historically granted Stock Appreciation Rights (“SARs”) that vest only upon the satisfaction of performance based conditions. The performance-based conditions are satisfied upon the occurrence of a qualifying event, defined as the earlier of (i) the closing of certain change in control transactions, or (ii) an IPO. We record stock-based compensation expense for performance-based equity awards when the performance-based conditions are considered probable to be satisfied. As of March 31, 2021, the SARs were vested and settled upon completion of the IPO and 1,642,570 shares of Class B common stock were issued in connection with the IPO and we recognized $2.8 million of compensation expense.
For performance-based SARs, we determine the grant-date fair value utilizing the valuation model as described above for time-based awards.
Recently Adopted Accounting Pronouncements
In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes, eliminates certain exceptions within ASC Topic 740, “Income Taxes,” and clarifies certain aspects of the current guidance to promote consistency among reporting entities. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. This guidance will be effective for public entity fiscal years beginning after December 15, 2020. We adopted ASU 2019-12 for the period that includes the quarter-ended March 31, 2021. The most applicable provision is the requirement for entities to account for the income-based portion of a tax as an income tax for those taxes that are partially based on income. This provision and all other provisions do not have a material impact to the tax provision for the three months ended March 31, 2021. The Company will continue to monitor and assess the impact ASU 2019-12 has on its business and financial results.
Accounting Pronouncements Issued but Not Yet Adopted
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which requires lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date; (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Additional disclosures will be required to allow the user to assess the amount, timing and uncertainty of cash flows arising from leasing activities. A modified retrospective transition approach is required for leases existing at the time of adoption. On November 15, 2018, the FASB issued ASU 2019-10 which deferred the effective date of the standard to fiscal years beginning after December 15, 2020. In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Deferral of the Effective Date, which delays the effective date of ASU No. 2014-09, which requires nonpublic
10

OLO INC.
Notes to Condensed Financial Statements
(Unaudited)
companies to adopt the provisions of ASU 2016-02 for fiscal years beginning after December 15, 2021, and for interim periods within fiscal years beginning after December 15, 2022. We plan to adopt this standard as of the effective date for private companies using the modified retrospective approach for all leases entered into before the effective date. The impact of our adoption of Topic 842 to our financial statements will be to recognize the operating lease commitments as operating lease liabilities and right-of-use assets upon adoption, which will result in an increase in the assets and liabilities recorded on the balance sheet. We are continuing our assessment, which may identify additional impacts Topic 842 will have on our financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. This guidance also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. This guidance will be effective for us beginning January 1, 2023. We have not yet determined the impact the revised guidance will have on our financial statements.
3.Revenue Recognition
The following table disaggregates revenue by type (in thousands):
Three Months Ended March 31, 2021
PlatformProfessional
Services and
Other
Total
Timing of revenue recognition
Transferred over time$14,543 $1,200 $15,743 
Transferred at a point in time20,380  20,380 
Total revenue$34,923 $1,200 $36,123 
Three Months Ended March 31, 2020
PlatformProfessional
Services and
Other
Total
Timing of revenue recognition
Transferred over time$9,530 $1,260 $10,790 
Transferred at a point in time5,278  5,278 
Total revenue$14,808 $1,260 $16,068 
Contract Balances
Contract Asset
As described in Note 2, professional services revenue is generally recognized ratably over the implementation period, beginning on the commencement date of each contract. Platform revenue is recognized as the services are delivered. Under Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, we record a contract asset when revenue recognized on a contract exceeds the billings and unearned revenue when the billings or payments on a contract exceed the revenue recognized. Our standard billing terms are monthly; however, the billings may not be consistent with the pattern of recognition, based on when services are performed. Contract assets were $1.3 million and $0.9 million as of March 31, 2021 and December 31, 2020, respectively.
Unearned Revenue
Unearned revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services and is recognized as revenue when transfer of control to customers has occurred. During the three months
11

OLO INC.
Notes to Condensed Financial Statements
(Unaudited)
ended March 31, 2021, we recognized $0.1 million of revenue related to contracts that were included in unearned revenue at December 31, 2020. During the three months ended March 31, 2020, we recognized $0.4 million of revenue related to contracts that were included in unearned revenue at December 31, 2019.
As of March 31, 2021, our remaining performance obligations were approximately $38.8 million, approximately 39% of which we expect to recognize as revenues over the next twelve months and substantially all of the remaining revenues will be recognized thereafter over the next 24 to 48 months. These amounts only include contracts subject to a guaranteed fixed amount or the guaranteed minimum under variable contracts. Unrecognized revenues under contracts disclosed above do not include (1) contracts with an original expected term of one year or less; (2) contracts for which variable consideration is determined based on the customer’s subsequent sale or usage, and (3) agreements for which our right to invoice corresponds with the value provided to the customer.

Deferred Contract Costs
The following table summarizes the activity of current and non-current deferred contract costs (in thousands):
Balance at December 31, 2020$5,176 
Capitalization of deferred contract costs875 
Amortization of deferred contract costs(653)
Balance at March 31, 2021$5,398 
4.Property and Equipment
Property and equipment consisted of the following (in thousands):
Estimated Useful Life
(in Years)
As of
 March 31,
2021
As of
December 31,
2020
Computer and office equipment
3 - 5
$1,507 $1,375 
Capitalized software31,748 1,653 
Furniture and fixtures10386 386 
Leasehold improvementsShorter of estimated useful life or remaining term of lease373 374 
Total property and equipment4,014 3,788 
Less: accumulated depreciation and amortization(1,808)(1,547)
Total property and equipment, net$2,206 $2,241 
Depreciation and amortization expense was approximately $0.3 million and $0.2 million for the three months ended March 31, 2021 and 2020, respectively.
5.Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following (in thousands):
As of
 March 31,
2021
As of
December 31,
2020
Prepaid software licensing fees$1,831 $855 
Other844 806 
Total prepaid expenses and other current assets$2,675 $1,661 
12

OLO INC.
Notes to Condensed Financial Statements
(Unaudited)
6.Accrued Expenses and Other Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
As of
 March 31,
2021
As of
December 31,
2020
Accrued payroll expenses$25,332 $5,168 
Accrued delivery service partner fees41,237 34,067 
Accrued licensing fees252 237 
Professional and consulting fees1,773 909 
Other2,382 2,197 
Total accrued expenses and other current liabilities$70,976 $42,578 
7.Line of Credit
In May 2012, we entered into a Loan and Security Agreement with Pacific Western Bank (formerly Square 1) (the “Loan Agreement”) for a revolving line of credit with a maturity date of May 15, 2013. Since the original agreement, we have executed subsequent amendments to extend the maturity date until February 2022. Advances under the Formula Line bear interest equal to the greater of (A) 0.20% above Pacific Western Bank’s prime rate then in effect; or (B) 4.50%. Advances under the Non-Formula Line bear interest equal to the greater of (A) 0.75% above Pacific Western Bank’s prime rate then in effect; or (B) 5.00%. Interest is due and payable monthly in arrears. We may prepay advances under the credit facility in whole or in part at any time without premium or penalty, and the credit facility matures on February 11, 2022. The effective rate of interest as of March 31, 2021 and December 31, 2020 was 5.00%. Our obligations under the Amended Loan and Security Agreement are secured by substantially all of our assets.
In April 2021, we amended the Loan Agreement with Pacific Western Bank (the “Amended Agreement”) and exercised our option to increase our available line of credit from $25.0 million to $35.0 million. Additionally, we amended our minimum EBITDA and minimum net revenue covenants, which reset each annual period. On May 6, 2021, we issued a letter of credit to DoorDash, Inc. (“DoorDash”) in the amount of $25.0 million in connection with our Restated Delivery Network Agreement. See “Subsequent Event” Note 15 for further details. We currently have $8.6 million available under the revolving line of credit, after consideration of $25.0 million in our letter of credit towards DoorDash and $1.4 million in our letter of credit on the lease of our headquarters.
The Amended Agreement contains various affirmative and negative covenants and we were in compliance with these covenants as of March 31, 2021. As of March 31, 2021, we had no outstanding borrowings under the line of credit.
The credit facility contains customary affirmative and negative covenants, including covenants that require Pacific Western Bank’s consent to, among other things, merge or consolidate or acquire assets outside the ordinary course of business, make investments, incur additional indebtedness or guarantee indebtedness of others, pay dividends and redeem and repurchase our capital stock, enter into transactions with affiliates outside the ordinary course of business and create liens on our assets. We are also required to comply with certain minimum EBITDA and minimum revenue covenants.
The credit facility also contains events of default that if not cured or waived, could result in the acceleration of the obligations under the credit facility, an increase in the applicable interest rate under the credit facility to a per annum rate equal to 5.00% above the applicable interest rate and would permit Pacific Western Bank to exercise remedies with respect to all of the collateral that is securing the credit facility.
Pacific Western Bank has the right to terminate its obligation to make further advances to us immediately and without notice upon the occurrence and during the continuance of an event of default. We may terminate the Formula Line or the Non-Formula Line at any time prior to the maturity date, upon two business days written notice to Pacific Western Bank, at which time all then outstanding obligations arising under the Amended Loan and Security Agreement, including any unpaid interest thereon, will accelerate and become immediately due and payable.
13

OLO INC.
Notes to Condensed Financial Statements
(Unaudited)
Interest expense related to the line of credit was immaterial for the three months ended March 31, 2021 and 2020, respectively. Deferred issuance costs were immaterial for the Loan Agreement and the Amended Agreement with Pacific Western Bank and were expensed as incurred.
8.Stockholders’ Equity (Deficit)
Changes in Capital Structure
Our board of directors and stockholders approved an amended and restated certificate of incorporation effecting a 17-for-1 forward stock split of our issued and outstanding shares of common stock and Series A, A-1, B, C, D, E preferred stock. Additionally, all outstanding equity instruments, including our time-based stock options performance-based SARs and preferred stock warrants, were adjusted to reflect the 17-for-1 forward stock split. The stock split was effected on March 5, 2021. The par value of the Class B common stock and redeemable convertible preferred stock was not adjusted as a result of the stock split. All issued and outstanding Class B common stock, redeemable convertible preferred stock, warrants to purchase shares of redeemable convertible preferred stock, and stock options, as well as the per share amounts, included in the accompanying financial statements have been adjusted to reflect this stock split for all periods presented.
On March 5, 2021, our board of directors and stockholders approved and we implemented a dual class common stock structure where all existing shares of common stock converted to Class B common stock and we authorized a new class of common stock, Class A common stock. The authorized share capital for Class A common stock is 1,700,000,000 and the authorized share capital for Class B common stock is 185,000,000. The Class A common stock is entitled to one vote per share and the Class B common stock is entitled to ten votes per share. The Class A and Class B common stock have the same rights and privileges and rank equally, share ratably, and are identical in all respects and for all matters except for voting, conversion, and transfer rights. The Class B common stock converts to Class A common stock at any time at the option of the holder. References in the accompanying financial statements have been adjusted to reflect the dual class common stock structure and the changes in the number of authorized shares of common stock. We also authorized a total of 20,000,000 shares of undesignated preferred stock, par value $0.001 per share. Effective March 5, 2021, 124,012,926 outstanding shares of common stock were converted into an equivalent number of shares of our Class B common stock.
Class A common stock and Class B common stock reserved for future issuance consisted of the following:
As of March 31,
2021
As of December 31,
2020
Redeemable convertible preferred stock 98,514,932 
Redeemable convertible preferred stock warrants 1,682,847 
Shares available for grant under employee stock purchase plan3,900,000  
Shares available for grant under stock option plan20,343,958 1,687,947 
Restricted stock units39,870  
Options issued and outstanding under stock option plan43,621,733 40,807,939 
Total common stock reserved for future issuance67,905,561 142,693,665 
Redeemable Convertible Preferred Stock
All of our shares of outstanding redeemable convertible preferred stock converted into shares of Class B common stock upon completion of the IPO. As of December 31, 2020, redeemable convertible preferred stock, authorized, issued, outstanding and liquidation values are as follows (in thousands, except share and per share amounts):
14

OLO INC.
Notes to Condensed Financial Statements
(Unaudited)
December 31, 2020
Shares
Authorized
Shares Issued
and
Outstanding
Net Carrying
Value
Redemption
Price/Liquidation
Preference
Redemption
Value/Liquidation
Preference
Series A696,235 696,235 $957 $1.38 $957 
Series A-13,713,616 3,698,452 6,092 1.65 6,092 
Series B8,184,548 8,184,548 5,854 0.70 5,700 
Series C14,151,361 12,620,154 8,760 0.70 8,789 
Series D24,172,487 24,172,487 40,276 1.67 40,350 
Series E9,590,873 9,590,873 49,798 $5.21 50,000 
Total60,509,120 58,962,749 $111,737 $111,888 
Charitable Contributions

We donated 172,918 shares of our Class A common stock to a charitable donor-advised fund and recognized $5.1 million as a non-cash general and administrative expense in our condensed statement of operations for the three months ended March 31, 2021. In March 2021, our board of directors approved the issuance of 1,729,189 shares of our Class A common stock to this fund in conjunction with our Olo for Good initiative. We currently intend to donate another 1/10th of the total shares in the second half of fiscal 2021 and then on each anniversary of such date, donate 1/10th of the total shares approved into the fund for the next eight years.
9.Stock-Based Compensation
Equity Incentive Plans
On March 5, 2021, our board of directors adopted our 2021 Equity Incentive Plan (“2021 Plan”). Prior to that date, we had established our 2015 Equity Incentive Plan (“2015 Plan”) and the 2005 Equity Incentive Plan (“2005 Plan” and collectively, “Plans”). The 2021 Plan serves as the successor to the 2015 Plan and 2005 Plan and provides for the issuance of incentive and nonqualified stock options, stock appreciation rights, or SARs, restricted stock and restricted stock units (“RSUs”), to employees, directors, consultants and advisors.
Stock options under the Plans may be granted with contractual terms of up to ten years (or five years if granted to a 10.0% stockholder) and at prices no less than 100.0% of the estimated fair value of the shares on the date of grant as determined by the board of directors; provided, however, that (i) the exercise price of an incentive stock option (“ISO”) and nonqualified stock option (“NSO”) granted to a greater than 10.0% stockholder shall not be less than 110.0% of the estimated fair value of the shares on the date of grant. Awards granted under the Plans generally vest over four years and include the right of first refusal in favor of the Company in connection with any proposed sale or transfer of the related shares to third-parties.
Certain stock option recipients have an early exercise feature. Shares purchased pursuant to the early exercise of stock options are subject to repurchase until those shares vest; therefore, cash received in exchange for unvested shares exercised is recorded as a liability on the accompanying condensed balance sheets, and are reclassified to Class B common stock and additional paid-in capital as the shares vest. There were 183,651 and 204,850 early exercised shares outstanding as of March 31, 2021 and December 31, 2020, respectively. As of March 31, 2021, there is a liability in the amount of $0.5 million, of which $0.2 million was recorded in accrued expenses and other current liabilities in our balance sheet since vesting is within the next 12 months, and $0.3 million was recorded in other liabilities, non-current, since vesting is beyond the next 12 months.

On March 13, 2021, our board of directors adopted a non-employee director compensation policy that became effective upon our IPO. The policy provides for annual cash retainer for non-employee directors and an additional cash retainer for those non-employee directors that serve as chairpersons or members of our audit, compensation, nominating, and corporate governance committees. Additionally, directors will have the option to receive their annual retainer amounts in cash or equity. Each new non-employee director appointed to the board of directors after the IPO date will be granted an initial RSU award with a value of $0.3 million subject to vesting over a three-year period. Certain non-employee directors who have served for at least six months prior to the IPO effective date and did not have unvested equity awards, were granted 39,870 RSU awards on
15

OLO INC.
Notes to Condensed Financial Statements
(Unaudited)
March 17, 2021 with a total value of approximately $1.0 million, which will fully vest on the day immediately prior to our next annual meeting of stockholders. The weighted-average grant date fair value of the RSUs awarded for the three months ended March 31, 2021 was $25.00 per share. Future stock-based compensation for unvested RSUs awarded as of March 31, 2021 is approximately $1.0 million to be recognized over a weighted-average period of 1.17 years.
As of March 31, 2021 and December 31, 2020 the maximum number of shares available for issuance to participants under the Plans is 20,383,828 and 46,170,691, respectively.
The following table summarizes the shares available for future grants:
Shares Available for Future Grant
Balances at December 31, 20201,687,947 
Additions to plan25,122,000 
Options granted(6,759,710)
RSUs awarded(39,870)
Options forfeited and expired333,591 
Balance at March 31, 202120,343,958 
During the three months ended March 31, 2021 and 2020, no SARs were granted to employees. The SARs are equity-classified and are measured at their grant date fair value. The SARs were vested and settled upon completion of the IPO and 1,642,570 shares of Class B common stock were issued in connection with this event. Compensation expense of $2.8 million was recognized for the three months ended March 31, 2021. The aggregate intrinsic value of the SARs as of December 31, 2020 was $17.7 million.
The classification of stock-based compensation by line item within the statements of operations and comprehensive loss is as follows (in thousands):
Three Months Ended
March 31,
20212020
Cost of revenue - platform$436 $107 
Cost of revenue - professional services and other115 21 
Research and development3,452 243 
General and administrative3,858 532 
Sales and marketing388 46 
Total stock-based compensation expense$8,249 $949 
16

OLO INC.
Notes to Condensed Financial Statements
(Unaudited)
Stock Options
The following summarizes our stock option activity for the three months ended March 31, 2021:
Number of
options
outstanding
Weighted-
average
exercise
price
(Per share)
Weighted-
average
remaining
contractual
term
(In years)
Aggregate
intrinsic
value
(In thousands)
As of December 31, 202039,161,438 $1.93 5.89$347,574 
Granted6,759,710 9.72 
Exercised(1,965,824)1.10 
Forfeited(333,591)5.24 
Vested and expected to vest as of March 31, 202143,621,733 $3.15 6.32$1,013,813 
Exercisable as of March 31, 202128,423,478 $1.42 4.73$709,782 
The weighted-average grant date fair value of options granted for the three months ended March 31, 2021 and 2020 was $10.50 and $2.22 per share, respectively. The aggregate intrinsic value of options exercised for the three months ended March 31, 2021 and 2020 was $53.4 million and $0.5 million, respectively. The total grant date fair value of options vested for the three months ended March 31, 2021 and 2020 was $6.0 million and $7.2 million, respectively.
Future stock-based compensation for unvested employee options granted and outstanding as of March 31, 2021 is $89.6 million to be recognized over a weighted-average period of 3.50 years. Future stock-based compensation for unvested employee options granted and outstanding as of December 31, 2020 is $29.6 million to be recognized over a weighted-average period of 3.12 years.
We estimated the fair value of stock options granted using the Black-Scholes option pricing model with the following weighted-average assumptions:
Three Months Ended
March 31,
20212020
Expected term (in years)
5.48 - 6.07
5.56 - 6.07
Volatility52%43%
Risk-free interest rate
0.50% - 0.67%
1.60% - 1.63%
Dividend yield0%0%
Fair value of underlying common stock
$16.78 - $18.09
$4.06
We elected to use the midpoint practical expedient to calculate the expected term.
2021 Employee Stock Purchase Plan
On March 5, 2021, our board of directors and stockholders adopted our 2021 Employee Stock Purchase Plan (“ESPP”). The ESPP became effective immediately prior to the IPO. The ESPP authorized the issuance of 3,900,000 shares of our Class A common stock pursuant to purchase rights granted to our employees or to employees of any of our designated affiliates. The number of shares of our Class A common stock reserved for issuance will automatically increase on January 1 of each calendar year, commencing on January 1, 2022 through January 1, 2031, by the lesser of (1) 1.0% of the total number of shares of our Class A common stock outstanding on December 31 of the preceding calendar year, or (2) 11,700,000 Class A common shares; provided, that prior to the date of any such increase, our board of directors may determine that such increase will be less than the amount set forth in clauses (1) and (2). Employees may contribute, normally through payroll deductions, up to 15% of their earnings for the purchase of our Class A common stock under the ESPP. Our Class A common stock will be purchased for the accounts of employees participating in the ESPP at a price per Class A common share equal to the lower of
17

OLO INC.
Notes to Condensed Financial Statements
(Unaudited)
(a) 85% of the fair market value of our Class A common stock on the first trading date of an offering or (b) 85% of the fair market value of our Class A common stock on the date of purchase.
10.Warrants 
Redeemable Convertible Preferred Stock Warrants
Prior to the IPO, warrants to purchase 1,682,847 shares of our outstanding redeemable convertible preferred stock were exercised and converted into redeemable convertible preferred stock. Upon completion of the IPO, all shares of our outstanding redeemable convertible preferred stock, inclusive of the shares issued pursuant to these warrant exercises, converted into 100,196,780 shares of Class B common stock. The redeemable convertible preferred stock warrant liability was reclassified to additional paid-in capital in connection with the IPO.
As of March 31, 2021 and December 31, 2020, we issued the following preferred stock warrants in connection with the issuance of our preferred stock:
Issuance
Date
Expiration
Date
Exercise PriceWarrants Outstanding at December 31,
2020
Warrants Exercised in The Three Months Ended March, 31, 2021Warrants Outstanding at March 31,
2021
Series A-120125/14/2022$0.17 151,640 151,640  
Series B20121/31/20190.70    
Series C201410/10/20240.70 562,241 562,241  
Series C20161/12/2026 968,966 968,966  
 Total1,682,847 1,682,847  
The estimated fair value of the preferred stock underlying the warrants was approximately $12.77 per share as of December 31, 2020.
At December 31, 2020, given the significant increase in fair value of each series of redeemable convertible preferred stock relative to the warrant’s exercise price, we estimated the preferred stock warrant liability using the intrinsic value of each warrant since the warrants were significantly in-the-money and the Black-Scholes input had a de minimis impact on their value.
The following table represents the current period’s activity of the redeemable convertible preferred stock warrant liability (in thousands):
Fair Value
Balance at January 1, 2021$19,735 
Change in fair value18,930 
Exercise of warrants(38,665)
Balance at March 31, 2021$ 
11.Income Taxes
The Company has an effective tax rate of (0.14)% and (1.59)% for the three months ended March 31, 2021 and 2020.
The Company has evaluated the available evidence supporting the realization of its deferred tax assets, including the amount and timing of future taxable income, and has determined that it is more likely than not that its net deferred tax assets will not be realized. Due to uncertainties surrounding the realization of the deferred tax assets, the Company maintains a full valuation allowance against substantially all of its net deferred tax assets. When the Company determines that it will be able to realize some portion or all of its deferred tax assets, an adjustment to its valuation allowance on its deferred tax assets would have the effect of increasing net income in the period such determination is made.
18

OLO INC.
Notes to Condensed Financial Statements
(Unaudited)
The Company has applied ASC 740, Income Taxes, and has determined that it does not have any uncertain positions that would result in a tax reserve for each of the three months ended March 31, 2021 and 2020. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. The Company is subject to U.S. federal tax authority and state tax authority examinations.
12.Commitments and Contingencies
Commitments
We have a non-cancelable operating lease for our headquarters in New York City (“Headquarter Lease”) that expires in 2030. Total rental payments to be paid over the course of the lease are approximately $28.8 million, which excludes our option to exercise a renewal for an additional five years commencing on the last day of the initial term. We received a rent abatement for the first eleven months of the lease arrangement. Upon the conclusion of the abatement period, annual rental payments are consistent for five years and then increase 6% for the remaining five years. We were also required to issue a letter of credit in the amount of $1.4 million as a security deposit to the landlord. We also sublease a portion of our former office space which, in connection with the signing of the Headquarter Lease, we ceased use and subsequently subleased a portion of our former office space. Rental income escalates yearly and ranges from approximately $0.3 million to $0.4 million annually for total rental income of $1.3 million. As the rental income is expected to exceed our remaining lease obligations, we will continue to record our remaining lease obligations over the course of the initial lease term. The sublease expires in March 2023.
Rent expense, excluding sublease income, for both the three months ended March 31, 2021 and 2020 was $0.8 million and rental income for the both the three months ended March 31, 2021 and 2020 was $0.1 million.
The following represents our future minimum payments under non-cancelable leases for operating facilities as of March 31, 2021 for each of the next five years and thereafter (in thousands):
2021$2,636 
20223,533 
20233,352 
20242,780 
20252,885 
Thereafter13,074 
Total$28,260 
Contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible, and the loss or range of loss can be estimated, we will disclose the possible loss in the notes to our financial statements. Accounting for contingencies requires us to use judgment related to both the likelihood of a loss and the estimate of the amount or range of loss. Legal costs incurred in connection with loss contingencies are expensed as incurred.
On April 22, 2021 we entered into a definitive settlement agreement in connection with the lawsuit filed by DoorDash, Inc., or DoorDash. Pursuant to the settlement, we and DoorDash agreed to a dismissal of this case in full without any amounts payable by us to DoorDash in connection with the settlement. See Note 15 of the notes to our condensed financial statements for additional information.
We have also received, and may in the future continue to receive, claims from third parties asserting, among other things, infringement of their intellectual property rights. Future litigation may be necessary to defend ourselves or our customers by determining the scope, enforceability and validity of third-party proprietary rights or to establish our proprietary rights. Defending such proceedings is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
19

OLO INC.
Notes to Condensed Financial Statements
(Unaudited)
13.Net Loss per Share Attributable to Common Stockholders
A reconciliation of net loss available to common stockholders and the number of shares in the calculation of basic loss per share is as follows (in thousands):
Three Months Ended March 31,
20212020
Numerator:
Net loss and comprehensive loss$(26,457)$(3,026)
Less: accretion of redeemable convertible preferred stock to redemption value(14)(19)
Net loss attributable to Class A and Class B common stockholders—basic and diluted$(26,471)$(3,045)
Three Months Ended March 31,
20212020
Denominator:
Weighted-average Class A and Class B common shares outstanding—basic and diluted41,855,757 18,617,567 
Net loss per share attributable to Class A and Class B common stockholders––basic and diluted
$(0.63)$(0.16)
The following participating securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis):
Three Months Ended March 31,
20212020
Redeemable convertible preferred stock 88,924,059 
Outstanding stock options43,621,733 39,863,538 
Outstanding SARs