UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________
FORM 10-Q
_______________________________________________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2025
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission File Number: 001-40213
(Exact name of registrant as specified in its charter)
______________________________________________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||||
(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 class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 x No ¨
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 | x | |||||||||||
| Non-accelerated filer | ¨ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
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
As of May 5, 2025, 117,844,667 shares of the registrant’s Class A common stock and 49,353,295 shares of registrant’s Class B common stock were outstanding.
OLO INC.
TABLE OF CONTENTS
| Page | ||||||||
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 fact 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,” “forecast,” “if,” “intend,” “likely,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions.
Forward-looking statements are not guarantees of future performance and involve risks, uncertainties, and assumptions. Actual results may differ materially from the forward-looking statements we make. Factors that may cause or contribute to such differences include, but are not limited to:
•our expectations regarding our revenue, expenses, and other operating results, including overall transaction volumes, average revenue per unit, active locations, dollar-based net revenue retention, gross merchandise volume, and gross payment volume;
•our ability to acquire new customers, expand the number of products our existing customers use, and successfully retain existing customers;
•our ability to develop and release new products and services and the success of any new products, including the continued growth of Olo Pay;
•our ability to develop and release successful enhancements, features, and modifications to our existing products and services;
•our ability to increase usage of our platform and upsell and cross sell additional modules, including to our emerging enterprise customers;
•our ability to attain or sustain our profitability;
•future investments in our business, our anticipated capital expenditures, and our estimates regarding our capital requirements;
•our ability to compete effectively with existing competitors and new market entrants;
•our ability to repurchase shares at all or at the times or in the amounts we desire, and the results of our share repurchase program;
•the costs and success of our sales and marketing efforts, and our ability to promote our brand;
•our ability to identify, recruit, and retain skilled personnel;
•our ability to effectively manage our growth, including any international expansion;
•our ability to realize the anticipated benefits of past or future investments, strategic transactions, or acquisitions, and the risk that the integration of these acquisitions may disrupt our business and management;
•our ability to protect our intellectual property rights and any costs associated therewith;
•the growth rates of the markets in which we compete;
•our ability to successfully combine and integrate the businesses that we acquire, and to realize the synergies and anticipated strategic, financial, and other benefits from such acquisitions;
•the effects of public health crises, macroeconomic conditions such as inflation and fluctuating interest rates, tariffs, shifts in consumer preferences, geopolitical instability, changes in governmental policies, regulations, and resources, and overall market uncertainty;
•our ability to successfully defend or resolve any current or future litigation matters, and to discharge those matters without significant financial penalty or payments, restrictions on our business and operations, or other remedies; and
•other risks and uncertainties, including those listed in the section entitled “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. 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 the 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.
The outcome of the events described in these forward-looking statements is subject to risks, assumptions, uncertainties, and other factors described elsewhere in this Quarterly Report on Form 10-Q and those listed in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and in our other SEC filings. 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.
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.
Unless the context otherwise indicates, references in this report to the terms “Olo,” “the Company,” “we,” “our,” and “us” refer to Olo Inc.
“Olo” and other trade names and trademarks of ours appearing in this Quarterly Report on Form 10-Q are our property. This Quarterly Report on Form 10-Q contains trade names and trademarks of other companies, which are the property of their respective owners. We do not intend our use or display of other companies’ trade names or trademarks to imply an endorsement or sponsorship of us by such companies, or any relationship with any of these companies.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
OLO INC.
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except share and per share amounts)
As of March 31, 2025 | As of December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Short-term investments | |||||||||||
Accounts receivable, net of expected credit losses of $ | |||||||||||
| Contract assets | |||||||||||
| Deferred contract costs | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
Property and equipment, net of accumulated depreciation and amortization of $ | |||||||||||
Intangible assets, net of accumulated amortization of $ | |||||||||||
| Goodwill | |||||||||||
| Contract assets, noncurrent | |||||||||||
| Deferred contract costs, noncurrent | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Long-term investments | |||||||||||
| Other assets, noncurrent | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Unearned revenue | |||||||||||
| Operating lease liabilities, current | |||||||||||
| Total current liabilities | |||||||||||
| Unearned revenue, noncurrent | |||||||||||
| Operating lease liabilities, noncurrent | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 10) | |||||||||||
| Stockholders’ equity: | |||||||||||
Class A common stock, $ | |||||||||||
Preferred stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive income | |||||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
The accompanying notes are an integral part of these financial statements.
1
OLO INC.
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except share and per share amounts)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Revenue: | |||||||||||
| Platform | $ | $ | |||||||||
| Professional services and other | |||||||||||
| Total revenue | |||||||||||
| Cost of revenue: | |||||||||||
| Platform | |||||||||||
| Professional services and other | |||||||||||
| Total cost of revenue | |||||||||||
| Gross Profit | |||||||||||
| Operating expenses: | |||||||||||
| Research and development | |||||||||||
| General and administrative | |||||||||||
| Sales and marketing | |||||||||||
| Total operating expenses | |||||||||||
| Loss from operations | ( | ( | |||||||||
| Other income, net: | |||||||||||
| Interest income | |||||||||||
| Interest expense | ( | ( | |||||||||
| Other income, net | |||||||||||
| Total other income, net | |||||||||||
| Income (loss) before income taxes | ( | ||||||||||
Provision for income taxes | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Net income (loss) per share attributable to Class A and Class B common stockholders: | |||||||||||
| Basic | $ | $ | ( | ||||||||
| Diluted | $ | $ | ( | ||||||||
| Weighted-average Class A and Class B common shares outstanding: | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
The accompanying notes are an integral part of these financial statements.
2
OLO INC.
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(in thousands)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Other comprehensive income (loss): | |||||||||||
| Unrealized gain (loss) on investments | ( | ||||||||||
| Total other comprehensive income (loss) | ( | ||||||||||
| Comprehensive income (loss) | $ | $ | ( | ||||||||
The accompanying notes are an integral part of these financial statements.
3
OLO INC.
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
(in thousands, except share data)
| Class A and Class B Common Stock | Additional Paid In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
| Issuance of common stock on exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||
| Vesting of restricted and performance-based restricted stock units | ( | — | — | ||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
| Class A and Class B Common Stock | Additional Paid In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Issuance of common stock on exercise of stock options | — | — | |||||||||||||||||||||||||||||||||
| Vesting of restricted and performance-based stock units | ( | — | — | ||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | ( | — | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
4
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating activities | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation | |||||||||||
| Provision for expected credit losses | |||||||||||
| Non-cash lease expense | |||||||||||
| Other non-cash operating activities, net | ( | ( | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Contract assets | ( | ( | |||||||||
| Prepaid expenses and other current and noncurrent assets | ( | ( | |||||||||
| Deferred contract costs | ( | ||||||||||
| Accounts payable | ( | ( | |||||||||
| Accrued expenses and other current liabilities | ( | ( | |||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Unearned revenue | |||||||||||
| Other liabilities, noncurrent | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Capitalized internal-use software | ( | ( | |||||||||
| Purchases of investments | ( | ( | |||||||||
| Sales and maturities of investments | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing activities | |||||||||||
| Cash received for employee payroll tax withholdings | |||||||||||
| Cash paid for employee payroll tax withholdings | ( | ( | |||||||||
| Proceeds from exercise of stock options | |||||||||||
| Repurchase of common stock | ( | ||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
| Supplemental disclosure of non-cash investing and financing activities | |||||||||||
| Employee receivables for options exercised | $ | $ | |||||||||
| Purchase of property and equipment | $ | $ | |||||||||
| Capitalization of stock-based compensation for internal-use software | $ | $ | |||||||||
The accompanying notes are an integral part of these financial statements.
5
1.Business
Olo Inc. was formed on June 1, 2005 in Delaware and is headquartered in New York City. On January 14, 2020, our Board of Directors and stockholders approved our name change from Mobo Systems, Inc. to Olo Inc. Unless the context otherwise indicates or requires, references to “we,” “us,” “our,” and “the Company” shall refer to Olo Inc.
2.Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. The December 31, 2024 condensed consolidated balance sheet was derived from the audited financial statements as of that date, but may not include all disclosures including certain footnotes required by U.S. GAAP on an annual reporting basis.
These unaudited condensed consolidated financial statements have been prepared on a basis consistent with our annual financial statements and, in the opinion of management, reflect all adjustments, which include all normal recurring adjustments necessary to fairly state our financial position as of March 31, 2025, our results of operations and comprehensive income (loss) for the three months ended March 31, 2025 and 2024 and our cash flows for the three months ended March 31, 2025 and 2024, respectively. The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025 or for any other future annual or interim period.
The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K filed with the SEC on February 25, 2025. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.
6
Significant Accounting Policies
Our significant accounting policies are outlined in Note 2, “Significant Accounting Policies” in the Notes to Consolidated Financial Statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024. During the three months ended March 31, 2025, there were no material changes to our significant accounting policies from those described in our Annual Report on Form 10-K for the year ended December 31, 2024.
Concentrations of Business and Credit Risk
We are exposed to concentrations of credit risk primarily through our cash, cash equivalents, and short- and long-term investments held by financial institutions. We primarily deposit our cash, cash equivalents, and investments with financial institutions that management believes are of high credit quality and the amounts on deposit may exceed federally insured limits at various times. We have not experienced any significant losses in such accounts and believe we are not exposed to any significant risk. For the three months ended March 31, 2025, no individual customer accounted for more than 10% of our revenue. For the three months ended March 31, 2024, one customer accounted for 11 % of our revenue.
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We do not expect that the adoption of the new guidance will have a material impact on our consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, which requires disclosure of disaggregated information about certain income statement expense line items in the notes to the financial statements on an interim and annual basis. ASU 2024-03 will be effective for the annual reporting periods in fiscal years beginning after December 15, 2026, with early adoption permitted. We do not expect that the adoption of the guidance will have a material impact on our consolidated financial statements.
3.Revenue Recognition
The following table disaggregates revenue by type (in thousands):
| Three Months Ended March 31, 2025 | |||||||||||||||||
| Platform | Professional Services and Other | Total | |||||||||||||||
| Timing of revenue recognition | |||||||||||||||||
| Transferred over time | $ | $ | $ | ||||||||||||||
| Transferred at a point in time | |||||||||||||||||
| Total revenue | $ | $ | $ | ||||||||||||||
| Three Months Ended March 31, 2024 | |||||||||||||||||
| Platform | Professional Services and Other | Total | |||||||||||||||
| Timing of revenue recognition | |||||||||||||||||
| Transferred over time | $ | $ | $ | ||||||||||||||
| Transferred at a point in time | |||||||||||||||||
| Total revenue | $ | $ | $ | ||||||||||||||
7
Contract Balances
Contract Assets
Professional services revenue is generally recognized ratably over the implementation period, beginning on the commencement date of each contract. Platform revenue is recognized as the services are delivered. We record a contract asset when revenue recognized on a contract exceeds the billings. Our standard billing terms are monthly; however, the billings may not be consistent with the pattern of recognition, based on when services are performed. Contract assets were $1.9 million and $1.7 million as of March 31, 2025 and December 31, 2024, 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 ended March 31, 2025, we recognized $0.8 million of revenue related to contracts that were included in unearned revenue at December 31, 2024.
As of March 31, 2025, our remaining performance obligations were approximately $46.0 million, approximately 55 % of which we expect to recognize as revenue over the next twelve months , and substantially all of the remaining revenue will be recognized thereafter over the next 24 to 48 months. These amounts only include contracts subject to a guaranteed fixed amount or the guaranteed minimum under variable contracts. Unrecognized revenue 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; or (3) agreements for which our right to invoice corresponds with the value provided to the customer.
Deferred Contract Costs
We capitalize the incremental costs of obtaining a revenue contract, including sales commissions for new and renewal revenue contracts, certain related incentives, and associated payroll tax and fringe benefit costs. Capitalized amounts are recoverable through future revenue streams under customer contracts.
The following table summarizes the activity of current and non-current deferred contract costs (in thousands):
| Balance at December 31, 2024 | $ | ||||
| Capitalization of deferred contract costs | |||||
| Amortization of deferred contract costs | ( | ||||
| Balance at March 31, 2025 | $ | ||||
4.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.
8
Level 3 inputs: Based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities, and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.
The following tables present the costs, net unrealized losses, and fair value by major security type for our investments as of March 31, 2025 and December 31, 2024 (in thousands):
| As of March 31, 2025 | |||||||||||||||||||||||||||||||||||
| Cost | Net Unrealized Gains | Fair Value | Cash and Cash equivalents | Short-term Investments | Long-term Investments | ||||||||||||||||||||||||||||||
Cash | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Level 1: | |||||||||||||||||||||||||||||||||||
| Money market funds | |||||||||||||||||||||||||||||||||||
| Commercial paper | |||||||||||||||||||||||||||||||||||
| Subtotal | |||||||||||||||||||||||||||||||||||
| Level 2: | |||||||||||||||||||||||||||||||||||
| Certificates of deposit | |||||||||||||||||||||||||||||||||||
| U.S. Government and agency securities | |||||||||||||||||||||||||||||||||||
| Corporate bonds | |||||||||||||||||||||||||||||||||||
| Subtotal | |||||||||||||||||||||||||||||||||||
| Level 3: | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| As of December 31, 2024 | |||||||||||||||||||||||||||||||||||
| Cost | Net Unrealized Gains (Losses) | Fair Value | Cash and Cash equivalents | Short-term Investments | Long-term Investments | ||||||||||||||||||||||||||||||
| Cash | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Level 1: | |||||||||||||||||||||||||||||||||||
| Money market funds | |||||||||||||||||||||||||||||||||||
| Commercial paper | |||||||||||||||||||||||||||||||||||
| Subtotal | |||||||||||||||||||||||||||||||||||
| Level 2: | |||||||||||||||||||||||||||||||||||
| Certificates of deposit | |||||||||||||||||||||||||||||||||||
| U.S. Government and agency securities | ( | ||||||||||||||||||||||||||||||||||
| Corporate bonds | |||||||||||||||||||||||||||||||||||
| Subtotal | |||||||||||||||||||||||||||||||||||
| Level 3: | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Our assets measured at fair value on a nonrecurring basis include long-lived assets and finite-lived intangibles, which are considered to be Level 3 inputs. No 0.6 million related to a portion of our internal-use software that was non-recoverable. This amount was recorded in research and development expenses. In addition, we recorded a non-cash impairment charge of $0.6 million related to our operating lease right-of-use assets, as we committed in June 2024 to our plan to abandon our prior office space, and we relocated our corporate headquarters back to One World Trade Center in July 2024. This amount was recorded in general and administrative expenses within the condensed consolidated statement of operations.
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.
9
5.Accrued Expenses and Other Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
As of March 31, 2025 | As of December 31, 2024 | ||||||||||
| Accrued delivery service partner fees | $ | $ | |||||||||
| Accrued compensation and benefits | |||||||||||
| Professional and consulting fees | |||||||||||
| Accrued taxes | |||||||||||
| Other | |||||||||||
| Total accrued expenses and other current liabilities | $ | $ | |||||||||
6.Line of Credit
On June 10, 2022, we entered into the Second Amended and Restated Loan and Security Agreement with Pacific Western Bank (now known as Banc of California) related to a revolving credit and term loan facility (the “Second Amended and Restated LSA”).
The Second Amended and Restated LSA includes a financial covenant requiring compliance with certain minimum revenue amounts. In addition, the Second Amended and Restated LSA contains representations and warranties generally consistent with the Amended and Restated Loan and Security Agreement, dated February 11, 2020, as amended (the “Prior LSA”), as well as certain non-financial covenants, including, but not limited to, limitations on our ability to incur additional indebtedness or liens, pay dividends, or make certain investments. We were in compliance with these covenants as of March 31, 2025. Effective May 7, 2025, we entered into an agreement to extend the maturity date of the Second Amended and Restated LSA through May 12, 2027 under substantially the same terms.
7.Stockholders’ Equity
Repurchases of Common Stock
On April 30, 2024, the Board of Directors authorized a program to repurchase up to $100 million of our Class A common stock (the “2024 Buyback Program”). Under the 2024 Buyback Program, we may repurchase shares of our Class A common stock from time to time on a discretionary basis through open market repurchases, privately negotiated transactions, block purchases, or other means, and such repurchases will be structured to occur in compliance with applicable securities laws. The timing and actual number of shares repurchased, if any, will be determined by the Board of Directors or a committee established by the Board of Directors, depending on a variety of factors, including the Class A common stock price, trading volume, market conditions, our cash flow and liquidity profile, the capital needs of the business, and other considerations. We expect to fund repurchases with existing cash on hand. The 2024 Buyback Program has no expiration date and may be modified, suspended, or terminated at any time by the Board of Directors at its discretion.
In addition, open market repurchases of common stock could be made pursuant to our trading plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would permit us to repurchase common stock at a time that we might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions.
We have not made any repurchases under the 2024 Buyback Program as of March 31, 2025.
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8.Stock-Based Compensation
The 2021 Equity Incentive Plan (“2021 Plan”) provides for the issuance of incentive and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), and other awards, to employees, directors, consultants, and advisors. Pursuant to the evergreen provisions of the 2021 Plan, the Board of Directors approved an automatic increase of 8,297,143 additional shares of Class A common stock reserved and available for issuance under the 2021 Plan effective as of January 1, 2025.
As of March 31, 2025 and December 31, 2024 the maximum number of shares authorized for issuance to participants under the 2021 Plan was 57,782,051 and 49,484,228 , respectively. As of March 31, 2025 and December 31, 2024, the number of shares available for issuance to participants under the 2021 Plan was 36,732,337 and 29,543,305 , respectively.
Stock-based compensation expense is recognized over the requisite service period using either the straight-line method or the accelerated attribution method (depending on the award), and is adjusted based on actual forfeitures as necessary.
Restricted Stock Units
The following table summarizes the activity for the unvested RSUs during the three months ended March 31, 2025:
| RSUs | Weighted- Average Grant Date Fair Value | ||||||||||
| Unvested at December 31, 2024 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited and canceled | ( | ||||||||||
| Unvested at March 31, 2025 | $ | ||||||||||
Future stock-based compensation expense for unvested RSUs awarded as of March 31, 2025 was approximately $53.3 million and is expected to be recognized over a weighted-average period of 2.31 years.
Performance-Based Restricted Stock Units
In March 2025, we made PSU grants to executives (“2025 PSUs”) that will vest based upon the achievement of our total shareholder return (“TSR”) relative to the TSR of a selected group of peer companies over a three-year performance period, subject to the executive’s continuous service through the last day of the performance period. Depending on achievement of the market-based metrics, the number of PSUs issued could range from 0 % to 200 % of the target PSUs. The fair value of the 2025 PSUs is determined using a Monte Carlo simulation model on the date of the grant.
In March 2024, we made PSU grants to executives (“2024 PSUs”) that will vest over approximately three years based upon achievement of either (a) certain Company stock price targets or (b) our TSR relative to the TSR of companies in the Russell 2000 Index over the specified performance period, in each case, subject to the executive’s continuous service through the last day of the applicable performance period. Depending on achievement of the market-based metrics, the number of PSUs issued could range from 0 % to 200 % of the target PSUs. The fair value of the 2024 PSUs is determined using a Monte Carlo simulation model on the date of the grant.
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The following table summarizes the activity for the unvested PSUs during the three months ended March 31, 2025:
| PSUs | Weighted- Average Grant Date Fair Value | ||||||||||
| Unvested at December 31, 2024 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited and canceled | ( | ||||||||||
| Unvested at March 31, 2025 | $ | ||||||||||
Future stock-based compensation expense for unvested PSUs as of March 31, 2025 was approximately $12.8 million and is expected to be recognized over a weighted-average period of 1.98 years.
Employee Stock Purchase Plan
The employee stock purchase plan (“ESPP”) current offering period began in December 2024 and ends in June 2025. Pursuant to the evergreen provisions of the ESPP, the Board of Directors approved an automatic increase of 1,156,356 additional shares of Class A common stock reserved and available for issuance under the ESPP effective as of January 1, 2025. As of March 31, 2025, a total of 7,359,849 shares are available for issuance to employees under the ESPP. For the three months ended March 31, 2025 and 2024, we recorded approximately $0.2 million and $0.2 million of compensation expense associated with our ESPP, respectively.
Stock-Based Compensation Expense
The classification of stock-based compensation expense, which includes expense for stock options, RSUs, PSUs, and ESPP charges, by line item within the condensed consolidated statements of operations was as follows (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cost of revenue - platform | $ | $ | |||||||||
| Cost of revenue - professional services and other | |||||||||||
| Research and development | |||||||||||
| General and administrative | |||||||||||
| Sales and marketing | |||||||||||
| Total stock-based compensation expense | $ | $ | |||||||||
9.Income Taxes
We recorded a provision for income taxes resulting in an effective tax rate of 4.34 % and (1.61 )% for the three months ended March 31, 2025 and 2024, respectively. The effective tax rate for the three months ended March 31, 2025 is driven primarily by adjustments to the full valuation allowance on our deferred tax assets and adjustments for share-based compensation. Although we maintain a full valuation allowance on our net federal and state deferred tax assets, the benefit of net operating losses carried forward and tax credits have been recognized in the current period to offset taxable income. We maintain a full valuation allowance on our net federal and state deferred tax assets as we have concluded that it is more likely than not the deferred tax assets will not be realized.
We evaluated the available evidence supporting the realization of our deferred tax assets, including the amount and timing of future taxable income, and determined that it is more likely than not that our net deferred tax assets will not be realized. Due to uncertainties surrounding the realization of the deferred tax assets, we maintain a full valuation allowance against substantially all of our net deferred tax assets. When we determine that we will be able to realize some portion or all of
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our deferred tax assets, an adjustment to our valuation allowance on our deferred tax assets would have the effect of increasing net income in the period such determination is made.
10.Commitments and Contingencies
Legal Proceedings
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible, and the loss or range of loss can be estimated, we will disclose the possible loss in the notes to our financial statements. Accounting for contingencies requires us to use judgment related to both the likelihood of a loss and the estimate of the amount or range of loss. Legal costs incurred in connection with loss contingencies are expensed as incurred.
On September 26, 2022, a class action lawsuit was filed in the United States District Court for the Southern District of New York asserting claims under the federal securities laws against us and certain of our executive officers (the “Securities Class Action”). On January 16, 2024, the parties reached an agreement to settle the Securities Class Action, and lead plaintiff filed an unopposed motion for preliminary approval of the proposed class action settlement. In connection with the agreement, we recorded an expense of $9.0 million during the year ended December 31, 2023 for the anticipated settlement, which was recorded in general and administrative expenses in the consolidated statement of operations. We maintain insurance coverage for a portion of the settlement and legal and consulting fees, but we do not record anticipated insurance proceeds until we have determined that recovery of the expected amount is probable. During the three months ended March 31, 2024, we recorded $1.6 million in recoveries which became probable under our insurance coverage and was recorded within general and administrative expenses. The Court granted final approval of the full settlement amount on June 11, 2024. On March 18, 2025, the Court entered a class distribution order governing the final distribution of the settlement funds.
On May 4, 2023, Cashondra Floyd, an alleged Olo stockholder, derivatively and on behalf of us as a nominal defendant, filed a complaint in the U.S. District Court for the Southern District of New York captioned Floyd v. Glass, et al. (Case No. 1:23-cv-03770) against certain of our directors and officers based on substantially similar allegations as in the Securities Class Action. On May 25, 2023, the plaintiff voluntary dismissed her complaint and refiled in the Court of the Chancery of the State of Delaware (C.A. No. 2023-0560-KSJM) (the “Floyd Derivative Complaint”).
On November 16, 2023, Alexander A. Balleh and Neil Ahearne, alleged Olo stockholders, derivatively and on behalf of us as a nominal defendant, filed a complaint in the Court of the Chancery of the State of Delaware captioned Balleh v. Glass, et al. (C.A. No. 2023-1165-KSJM) (the “Balleh Derivative Complaint”) against certain of our directors and officers also based on substantially similar allegations as in the Securities Class Action.
On January 11, 2024, J. Brandon Giuda and Katrina Giuda, alleged Olo stockholders, derivatively and on behalf of us as a nominal defendant, filed a complaint in the Court of the Chancery of the State of Delaware captioned Giuda v. Glass, et al. (C.A. No. 2024-0025-KSJM) (the “Giuda Derivative Complaint”) against certain of our directors and officers also based on substantially similar allegations as in the Securities Class Action.
On November 13, 2024, the Court consolidated the Floyd Derivative Complaint, the Balleh Derivative Complaint, and the Giuda Derivative Complaint into a single action (the “Consolidated Derivative Action”). On December 2, 2024, plaintiffs in the Consolidated Derivative Action designated an operative complaint (the “Consolidated Derivative Complaint”) against certain of our directors and officers (the “Derivative Defendants”). The Consolidated Derivative Complaint alleges that, beginning in approximately March 2021 through at least November 2023, the Derivative Defendants caused our alleged issuance of materially false and misleading statements concerning our business relationship with the restaurant brand Subway and our publicly disclosed “active locations” counts. The Consolidated Derivative Complaint asserts a single claim for breaches of fiduciary duty against the Derivative Defendants. The Consolidated Derivative Complaint seeks a judgment against the Derivative Defendants in favor of us for the amount of damages sustained by us as a result of the Derivative Defendants’ breaches of fiduciary duties; directing us to take all necessary actions to reform and improve our corporate governance and internal procedures to comply with applicable laws and to protect us and our shareholders from a repeat of the damaging events
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alleged in the Consolidated Derivative Complaint; awarding us restitution from the Derivative Defendants and ordering disgorgement of all profits, benefits and other compensation obtained by the Derivative Defendants; awarding plaintiffs the costs and disbursements of the action, including reasonable attorneys’ fees, accountants’ and experts’ fees, costs and expenses; and granting such other relief that the Court deems just and proper. On January 16, 2025, the Derivative Defendants filed a motion to dismiss the Consolidated Derivative Complaint. Plaintiffs filed an opposition to the motion to dismiss on March 3, 2025, and the Derivative Defendants filed a reply in further support of the motion to dismiss on April 1, 2025. The Court has set a hearing date on the motion to dismiss for September 16, 2025.
We have also received, and may in the future continue to receive, other 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.
Non-cancelable Purchase Commitments
During the three months ended March 31, 2025, there were no material changes to the Company’s non-cancelable purchase commitments disclosed in the Annual Report on Form 10-K filed with the SEC on February 25, 2025.
Leases
There was no sublease income for the three months ended March 31, 2025. Sublease income was $0.6 million for the three months ended March 31, 2024. During the three months ended March 31, 2024, the subtenant of our corporate headquarters at One World Trade Center surrendered the premises back to us, and in connection with this, we recorded a lease termination benefit of $1.4 million within general and administrative expenses.
11.Business Segments
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, which we have also determined to be one reporting unit for goodwill impairment testing, 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 consolidated basis.
The CODM uses net loss to assess financial performance and allocate resources. The measure of segment assets is reported on our consolidated balance sheets as total assets. The CODM uses net loss to make key operating decisions, such as the allocation of budget between cost of revenue, research and development, general and administrative and sales and marketing expenses. As of March 31, 2025 and 2024, we did not have assets located outside of the United States and international revenue recognized during the three months ended March 31, 2025 and 2024 was not material.
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The following table presents selected financial information with respect to the Company’s single operating segment for the three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Revenue | $ | $ | |||||||||
| Less: | |||||||||||
Cost of revenue (1) | |||||||||||
Research and development (1) | |||||||||||
General and administrative (1) | |||||||||||
Sales and marketing (1) | |||||||||||
| Stock-based compensation expense and related payroll tax expense | |||||||||||
Capitalized internal-use software and intangible amortization | |||||||||||
| Certain litigation-related expenses, net of recoveries | ( | ||||||||||
| Interest income | ( | ( | |||||||||
Other segment items (2) | ( | ||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
(1) Amount includes depreciation from property and equipment for the three months ended March 31, 2025 and 2024, which collectively totaled $0.1 million, and $0.1 million, respectively. Amount excludes the following as applicable: Stock-based compensation expense and related payroll tax expense; Capitalized internal-use software amortization, intangible amortization and depreciation; certain litigation-related expenses, net of recoveries; and other non-significant segment expenses, net.
(2) Other segment items also include items (as applicable) such as interest expense, other income (expense), net, and provision (benefit) for income taxes.
12.Net Income (Loss) per Share Attributable to Common Stockholders
A reconciliation of net income (loss) available to common stockholders and the number of shares in the calculation of basic and diluted net loss per share is as follows (in thousands, except share and per share data):
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Numerator: | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Denominator: | |||||||||||
| Weighted-average common shares outstanding—basic | |||||||||||
| Dilutive effect of outstanding stock-based compensation awards | |||||||||||
| Weighted-average common shares outstanding—diluted | |||||||||||
Net income (loss) per share––basic | $ | $ | ( | ||||||||
Net income (loss) per share—diluted | $ | $ | ( | ||||||||
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The following weighted average potential common shares and absolute potential common shares for three months ended March 31, 2025 and 2024, respectively, were excluded from the computation of diluted earnings per share because including them would have been anti-dilutive (on an as-converted basis):
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
Outstanding stock options | |||||||||||
Outstanding RSUs and PSUs | |||||||||||
Outstanding shares estimated to be purchased under ESPP | |||||||||||
| Total | |||||||||||
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. The discussion contains forward-looking statements, including, but not limited to, statements with respect to our transaction volumes, our net revenue retention, our costs and expenses, and new and existing customer adoption and growth of modules and multi-modules, that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed elsewhere in this Quarterly Report on Form 10-Q, particularly in the section entitled “Special Note Regarding Forward-Looking Statements,” and our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission, or SEC, on February 25, 2025, and our other filings with the SEC.
Overview
We are Olo, a leading open SaaS platform for restaurants. We provide restaurant brands with an enterprise-grade, open SaaS platform that powers their digital ordering, delivery, and full-stack payment programs and enables brands to collect, analyze, and act on data to drive more personalized guest experiences and profitable traffic. Our platform and application programming interfaces, or APIs, seamlessly integrate with a wide range of solutions, unifying disparate technologies across the restaurant ecosystem. Leading restaurant brands trust Olo for its capabilities, reliability, security, scalability, and interoperability. Our platform currently handles, on average, more than 2.5 million orders per day, and more than 95 million guests have transacted on our platform. As of March 31, 2025, our customer base included more than 750 restaurant brands, representing approximately 88,000 active locations, across all industry service models, including quick service, fast casual, casual dining, family dining, and coffee and snack food.
As a result of our ability to meet restaurant brands’ growing needs, gross merchandise volume, or GMV, which we define as the gross value of orders processed through our platform, has increased on an annual basis, reaching approximately $29 billion during the year ended December 31, 2024. Gross payment volume, or GPV, which we define as the gross volume of payments processed through Olo Pay payment processing solution, has reached $2.8 billion during the year ended December 31, 2024. Management uses GMV and GPV metrics to assess demand for our products. We also believe these metrics provide investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business.
Restaurants are an incredibly complex segment of the retail industry. Restaurant operators must manage the intricacies of food production for just-in-time consumption and comply with strict health and safety regulations while providing a high-quality and consistent guest experience that engenders loyalty and trust. Most restaurant brands, which we define as a specific restaurant brand or restaurant chain, do not have the expertise or the resources to develop their own solutions to manage on-demand digital commerce and are more acutely challenged because their in-store technology consists of a fragmented set of legacy solutions, many of which were developed before the internet. This technology fragmentation is exacerbated by the prevalence of the franchise model in the restaurant industry, where franchisee operator groups may use different technology vendors for their restaurant locations than those used by a restaurant brand’s owned and operated locations. At the same time, third-party marketplaces have provided incremental digital orders for brands, but these orders are less profitable for the brand than their direct orders and the guest relationship and associated transaction data are owned by the marketplace, not the brand. Due to its unique complexities and challenges, the restaurant industry has historically been one of the lowest-penetrated on-demand digital commerce segments of the retail industry, with digital orders accounting for only 18% of total restaurant industry orders in 2024, according to data from Circana.
Our open SaaS platform is purpose-built to meet these complex needs and align with the interests of the restaurant industry. We have developed our platform in collaboration with many of the leading restaurant brands in the United States. We believe our platform is the only independent open SaaS platform for restaurants to enable hospitality with modern, restaurant-centric solutions. We offer across three product suites:
•Order. A suite of solutions powering restaurant brands’ on-demand digital commerce operations, enabling a unified digital ordering and delivery experience for guests, and menu and channel management for brands across their fragmented technology stacks.
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•Pay. A fully-integrated, payments platform, enabling restaurants to improve operations through unified payment processing management and reporting across digital and on-premise transactions, and advanced fraud prevention; and
•Engage. A suite of marketing solutions that enable restaurants to aggregate and store guest data from Olo Order, Olo Pay, and other sources, segment it based on guest behavior, and deliver personalized marketing messages to guests that help enhance the restaurant’s direct guest relationship and increase restaurant traffic.
We continually invest in architectural improvements so that our system can scale in tandem with our continued growth. Additionally, both internal and external security experts frequently test our system for vulnerabilities. We have never experienced a material breach of customer or guest data. Our open SaaS platform integrates with over 400 restaurant technology solutions including point-of-sale, or POS, systems, aggregators, delivery service providers, or DSPs, ordering service providers, or OSPs, payment processors, user experience, or UX, and user interface, or UI, providers, and loyalty programs, giving our customers significant control over the configuration and features of their distinct digital offering.
Our contracts typically have initial terms of three years or longer, with continuous one-to-two-year automatic renewal periods, providing visibility into our future financial performance. We have a highly efficient go-to-market model as a result of our industry thought leadership, partnership approach with our restaurant customers, and experienced enterprise sales, customer experience, and implementation teams. Unlike other enterprise software businesses, where the sales team works to add a single location or division and expand to others, we generally enter into relationships at the brand’s corporate level and strive to secure exclusivity across all locations. This enables us to deploy our modules across all new and existing brand locations without any additional sales and marketing costs and upsell new offerings to the brand itself, rather than each individual location. Our dollar-based net revenue retention was 111% for the three months ended March 31, 2025. See the section below entitled “Key Factors Affecting Our Performance” for additional information on how we calculate dollar-based net revenue retention.
We generate subscription revenue primarily from our Order platform and Engage solutions. In addition, a portion of our customers purchase an allotment of monthly orders for a fixed monthly fee and pay us an additional fee for each excess order, which we also consider to be subscription revenue. Our transaction revenue primarily includes revenue generated from our Olo Pay solution, as well as fees charged to aggregators, channel partners, and other service providers in our ecosystem on a per transaction basis for access to our Rails and Dispatch modules.
Key Factors Affecting Our Performance
The following summarizes selected key performance indicators for the three months ended, or as of, each of the dates presented.
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Average Revenue Per Unit | $ | 911 | $ | 816 | |||||||
| Ending Active Locations | 88,000 | 81,000 | |||||||||
Expand Within Our Existing Customer Base
Our large base of enterprise customers represent an opportunity for further revenue expansion from the sale of additional modules and the addition of new restaurant locations. We form unique, trusted partnerships with our restaurant brands, which we leverage to inform the development of our products. We use average revenue per unit as a key measure of our ability to grow within our customer base through the development of our products. We calculate our average revenue per unit by dividing the total platform revenue in a given period by the average active locations in that same period. Our ability to retain and increase revenue from existing customers will depend on a number of factors, including fluctuations in our customers’ spending levels, our customers’ ability to deploy our modules, fluctuations in the number of transactions processed by our customers on the platform, the average number of active locations, and the ability of our customers to switch to a competitor or develop their own internal platform solutions.
Another metric used to demonstrate the propensity of our customers to continue to work with and expand their relationship with us over time is our dollar-based net revenue retention, which compares our revenue from the same set of
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active customers in one period to the prior year period. An active customer is a specific restaurant brand that utilizes one or more of our modules in a given quarterly period. We calculate dollar-based net revenue retention as of a period-end by starting with the prior period revenue, defined as platform revenue, from the cohort of all active customers as of 12 months prior to such period-end. We then calculate the platform revenue from these same customers as of the current period-end, or the current period revenue. Current period revenue includes any expansion and is net of contraction or attrition over the last 12 months, but excludes platform revenue from new customers in the current period. We then divide the total current period revenue by the total prior period revenue to arrive at the point-in-time dollar-based net revenue retention. We believe that net revenue retention is an important metric to our investors, demonstrating our ability to retain our customers and expand their use of our modules over time, proving the stability of our revenue base and the long-term value of our customer relationships. For the quarter ended March 31, 2025, net revenue retention was 111%. We have maintained a net revenue retention in excess of 100% throughout the past several years, and expect to continue this trend in the near term as customers continue to adopt additional product modules such as Olo Pay, GDP, Marketing, Sentiment, and Catering+.
We believe that, in the near term, average revenue per unit and net revenue retention will be greater drivers of growth than total active locations. This is due to the potential opportunity for further multi-module penetration and continued growth in digital ordering across our existing customer base. Additionally, because multi-module penetration can vary across active locations, fluctuations in active locations may not be a clear indication of performance. An example of this would be when a brand has transitioned from our platform and the associated total revenue or revenue per unit of that brand is not material or less than our average.
Add New Large Multi-Location and High-Growth Restaurant Brands
We believe there is a substantial opportunity to continue to grow our customer base across the U.S. restaurant industry, adding to our over 750 existing brands across approximately 88,000 active locations as of March 31, 2025. We define an active location as a unique restaurant location that is utilizing or subscribed to one or more of our modules in a quarterly period (depending on the module). Given this definition, active locations in any one quarter may not reflect: (i) the future impact of new customer wins as it can take some time for their locations to go live with our platform, or (ii) the customers who have indicated their intent to reduce or terminate their use of our platform in future periods. Of further note, not all of our customer locations may choose to utilize our products, and while we aim to deploy all of a customer’s locations, not all locations may ultimately deploy. We intend to continue to drive new customer growth by leveraging our brand and experience within the industry and expanding our sales and marketing efforts. We have also historically pursued and will continue to target the most well-capitalized, fastest-growing restaurant brands in the industry. Our ability to attract new customers will depend on a number of factors, including our ability to innovate, the effectiveness and pricing of our new and existing modules, the growth of digital ordering, and the success of our marketing efforts.
We believe that we are well-positioned to upsell our remaining customers, as our modules provide significant value, are simple to add, and operate seamlessly together. In addition, we intend to continue to work with our existing brand customers in implementing their digital strategies, which we expect will promote continued growth. We believe this demonstrates our ability to grow within our customer base through the development of our products that our customers value.
We work to build relationships with the fastest growing restaurant brands in the industry, enabling us to grow our revenue as our customers scale their locations. As our customers expand locations, we are well positioned to expand to new locations beyond the existing 88,000 active locations that we serve. Our contracts with our customers provide that our modules may be implemented across an entire restaurant chain, growing as our customers expand locations. Our ability to increase sales to existing customers will depend on a number of factors, including our customers’ satisfaction with our platform, competition, pricing, and the overall shift in the market to digital ordering and delivery.
Investment in Innovation and Growth
We have invested and intend to continue to invest in expanding the functionality of our current platform and broadening our capabilities to address new market opportunities, particularly around payments, data analytics, and on-premise dining. We also intend to continue to invest in enhancing awareness of our brand and developing more modules, features, and functionality that expand our capabilities to facilitate the extension of our platform to new use cases and industry verticals. We believe this strategy will provide new avenues for growth and allow us to continue to deliver differentiated, high-value outcomes to both our customers and stockholders. Specifically, we intend to invest in research and development to expand our existing modules and build new modules, sales and marketing to promote our modules to new and existing customers and in existing and expanded geographies, professional services to ensure the success of our customers’ implementations of our platform, and other operational and administrative functions to support our expected growth. For example, as Olo Pay continues
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to scale and we realize expanded Olo Pay adoption, we expect to experience increased processing and personnel-related costs. We also intend to continue to evaluate strategic acquisitions and investments in businesses and technologies to drive product and market expansion. Our future success is dependent, in part, on our ability to successfully develop, market, and sell new and existing modules to new and existing customers.
Grow Our Ecosystem
We plan to expand our current ecosystem of third-party partners to better support our customers. Our platform is highly configurable and deeply embedded into our customers’ disparate existing infrastructures. Our platform seamlessly integrates with technology providers across the restaurant ecosystem, including most POS systems, DSPs, OSPs, aggregators, payment processors, loyalty programs, on-premise ordering providers, kitchen display systems, labor management providers, inventory management providers, and reservation and customer relationship management platforms. We believe that we can leverage these unique partnerships to deliver additional value to our customers. We see opportunity to continue to invest in and expand our ecosystem of compatible third-party technology providers to allow us to service a broader network of restaurant brands. We believe that these technology partnerships make us a critical component for restaurant brands looking to enhance their digital ordering and delivery platforms. Our future success is dependent on our ability to continue to integrate with third-party technology providers in the restaurant ecosystem.
Expand Our Longer-Term Market Opportunity
While we have not made any significant investments in this area to date, we believe there is an opportunity to partner with small- and medium-sized businesses to enable their on-demand digital commerce presence. Additionally, as many of our customers operate internationally, we believe there is a significant opportunity to expand the usage of our platform outside of the United States. We also believe that our platform can be applied to other commerce verticals, beyond the restaurant industry, that are undergoing a similar digital transformation to deliver real-time experiences and on-demand fulfillment to guests. For example, we currently partner with a number of grocery chains who use our Ordering module to help their guests order ready-to-eat meals and may potentially expand these or other partnerships in the future. Our decision to pursue these opportunities could result in an increase in operating expenses as a result of these initiatives and, in some cases, have short-term negative impacts on our operating margin.
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Components of Results of Operations
Revenue
We generate revenue primarily from platform fees and professional services.
Platform
Platform revenue primarily consists of fees that provide customers access to one or more of our modules and standard customer support. Our contracts typically have initial terms of three years or longer, with continuous one-to-two-year automatic renewal periods. We generally bill monthly in arrears. Our platform revenue is derived from our Order, Pay, and Engage product suites.
Professional Services and Other
Professional services and other revenue primarily consists of fees paid to us by our customers for the implementation of our platform. The majority of our professional service fees are billed on a fixed fee basis upon execution of our agreement.
Cost of Revenue
Platform
Platform cost of revenue primarily consists of costs directly related to our platform services, including expenses for customer support and infrastructure personnel, including salaries, payroll taxes, benefits, bonuses, and stock-based compensation, which we refer to as personnel costs, third-party software licenses, hosting, amortization of capitalized internal-use software and developed technology, payment processing, and allocated overhead.
Professional Services and Other
Professional services and other cost of revenue primarily consists of the personnel costs of our deployment team associated with delivering these services and allocated overhead.
Gross Profit
Gross profit, or revenue less cost of revenue, has been, and will continue to be, affected by various factors, including revenue fluctuations, our mix of revenue associated with various modules, the timing and amount of investments in personnel, increased hosting capacity to align with customer growth, and third-party licensing costs.
Operating Expenses
Our operating expenses consist of research and development, general and administrative, and sales and marketing expenses. Personnel costs are the most significant component of operating expenses.
Research and Development
Research and development expenses primarily consist of engineering and product development personnel costs and allocated overhead costs. Research and development costs exclude capitalized internal-use software development costs, as they are capitalized as a component of property and equipment, net and amortized to platform cost of revenue over the term of their estimated useful life.
General and Administrative
General and administrative expenses primarily consist of personnel costs and contractor fees for finance, legal, human resources, information technology, and other administrative functions. In addition, general and administrative expenses include litigation costs, net of recoveries, amortization of trademarks, travel-related expenses, and allocated overhead.
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Sales and Marketing
Sales and marketing expenses primarily consist of sales and marketing costs, personnel costs for our sales and marketing teams, sales commissions, amortization of customer relationships acquired through business combinations, promotional activities, and allocated overhead costs. Sales commissions earned by our sales force are deferred and amortized on a straight-line basis over the expected benefit period.
Other Income (Expenses), Net
Other income (expenses), net consists primarily of income earned on our investments and money-market funds in cash and cash equivalents, partially offset by interest expense related to our credit facility.
Provision (Benefit) for Income Taxes
Provision (benefit) for income taxes primarily relates to U.S. state income taxes where we conduct business.
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Results of Operations
The following tables set forth our results of operations for the periods presented.
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Revenue: | |||||||||||
| Platform | $ | 79,231 | $ | 65,765 | |||||||
| Professional services and other | 1,449 | 746 | |||||||||
| Total revenue | 80,680 | 66,511 | |||||||||
| Cost of revenue: | |||||||||||
Platform (1) | 35,596 | 28,328 | |||||||||
Professional services and other (1) | 770 | 975 | |||||||||
| Total cost of revenue | 36,366 | 29,303 | |||||||||
| Gross Profit | 44,314 | 37,208 | |||||||||
| Operating expenses: | |||||||||||
Research and development (1) | 17,108 | 16,999 | |||||||||
General and administrative (1) | 15,790 | 12,756 | |||||||||
Sales and marketing (1) | 13,832 | 14,613 | |||||||||
| Total operating expenses | 46,730 | 44,368 | |||||||||
| Loss from operations | (2,416) | (7,160) | |||||||||
| Other income, net: | |||||||||||
| Interest income | 4,197 | 4,907 | |||||||||
| Interest expense | (15) | (69) | |||||||||
| Other income, net | 122 | 3 | |||||||||
| Total other income, net | 4,304 | 4,841 | |||||||||
| Income (loss) before income taxes | 1,888 | (2,319) | |||||||||
Provision for income taxes | 82 | 37 | |||||||||
| Net income (loss) | $ | 1,806 | $ | (2,356) | |||||||
(1) Includes stock-based compensation expense as follows (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cost of revenue - platform | $ | 1,018 | $ | 1,511 | |||||||
| Cost of revenue - professional services and other | 75 | 125 | |||||||||
| Research and development | 2,058 | 3,021 | |||||||||
| General and administrative | 4,769 | 4,680 | |||||||||
| Sales and marketing | 1,515 | 1,503 | |||||||||
| Total stock-based compensation expense | $ | 9,435 | $ | 10,840 | |||||||
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The following table sets forth our statements of operations data expressed as a percentage of total revenue for the periods presented:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Revenue: | |||||||||||
| Platform | 98.2 | % | 98.9 | % | |||||||
| Professional services and other | 1.8 | 1.1 | |||||||||
| Total revenue | 100.0 | 100.0 | |||||||||
| Cost of revenue: | |||||||||||
| Platform | 44.1 | 42.6 | |||||||||
| Professional services and other | 1.0 | 1.5 | |||||||||
| Total cost of revenue | 45.1 | 44.1 | |||||||||
| Gross Profit | 54.9 | 55.9 | |||||||||
| Operating expenses: | |||||||||||
| Research and development | 21.2 | 25.6 | |||||||||
| General and administrative | 19.6 | 19.2 | |||||||||
| Sales and marketing | 17.1 | 22.0 | |||||||||
| Total operating expenses | 57.9 | 66.7 | |||||||||
Loss from operations | (3.0) | (10.8) | |||||||||
| Other income, net: | |||||||||||
| Interest income | 5.2 | 7.4 | |||||||||
| Interest expense | 0.0 | (0.1) | |||||||||
Other (expense) income | 0.2 | 0.0 | |||||||||
| Total other income, net | 5.3 | 7.3 | |||||||||
Loss before income taxes | 2.3 | (3.5) | |||||||||
Provision for income taxes | 0.1 | 0.1 | |||||||||
Net loss | 2.2 | % | (3.5) | % | |||||||
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Comparison of the Three Months Ended March 31, 2025 and 2024
Revenue
| Three Months Ended March 31, | Change | ||||||||||||||||||||||
| 2025 | 2024 | $ | % | ||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Platform | $ | 79,231 | $ | 65,765 | $ | 13,466 | 20.5 | % | |||||||||||||||
| Professional services and other | 1,449 | 746 | 703 | 94.2 | |||||||||||||||||||
| Total Revenue | $ | 80,680 | $ | 66,511 | $ | 14,169 | 21.3 | % | |||||||||||||||
Platform
Total platform revenue increased $13.5 million, or 20.5%, to $79.2 million for the three months ended March 31, 2025 from $65.8 million for the three months ended March 31, 2024. This increase was primarily the result of increases in Olo Pay volume, combined with higher Order revenue from customers. Average revenue per unit increased to approximately $911 for the three months ended March 31, 2025 from approximately $816 for the three months ended March 31, 2024. For the three months ended March 31, 2025 and 2024, 38.3% and 39.1% of our platform revenue was subscription revenue, respectively, and 61.7% and 60.9% was transaction revenue, respectively. Active locations increased to approximately 88,000 as of March 31, 2025 from approximately 81,000 as of March 31, 2024.
Professional Services and Other
Total professional services and other revenue increased $0.7 million, or 94.2%, to $1.4 million for the three months ended March 31, 2025 from $0.7 million for the three months ended March 31, 2024. This increase was driven by an increase in fees from professional and consulting services provided during the three months ended March 31, 2025.
Cost of Revenue, Gross Profit, and Gross Margin
| Three Months Ended March 31, | Change | ||||||||||||||||||||||
| 2025 | 2024 | $ | % | ||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||
| Platform | $ | 35,596 | $ | 28,328 | $ | 7,268 | 25.7 | % | |||||||||||||||
| Professional services and other | 770 | 975 | (205) | (21.0) | |||||||||||||||||||
| Total cost of revenue | $ | 36,366 | $ | 29,303 | $ | 7,063 | 24.1 | % | |||||||||||||||
| Percentage of revenue: | |||||||||||||||||||||||
| Platform | 44.1 | % | 42.6 | % | |||||||||||||||||||
| Professional services and other | 1.0 | 1.5 | |||||||||||||||||||||
| Total cost of revenue | 45.1 | % | 44.1 | % | |||||||||||||||||||
| Gross Profit | $ | 44,314 | $ | 37,208 | $ | 7,106 | 19.1 | % | |||||||||||||||
| Gross Margin | 54.9 | % | 55.9 | % | |||||||||||||||||||
Platform
Total platform cost of revenue increased $7.3 million, or 25.7%, to $35.6 million for the three months ended March 31, 2025 from $28.3 million for the three months ended March 31, 2024. This increase was primarily the result of higher transaction processing costs associated with the increased volume of Olo Pay and increased amortization of capitalized internal-use software.
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Professional Services and Other
Total professional services and other cost of revenue decreased $0.2 million, or 21.0%, to $0.8 million for the three months ended March 31, 2025 from $1.0 million for the three months ended March 31, 2024. This decrease was primarily the result of reduced third party consulting costs and a decrease in compensation costs during the three months ended March 31, 2025.
Gross Profit
Gross profit increased $7.1 million to $44.3 million for the three months ended March 31, 2025, from $37.2 million for the three months ended March 31, 2024. Gross margin decreased to 54.9% for the three months ended March 31, 2025 from 55.9% for the three months ended March 31, 2024. The increase in gross profit was due to an increase in platform revenue, as discussed above. The decrease in gross margin was driven by the percentage of revenue increase of Olo Pay, which yields lower margins than other modules.
Operating Expenses
Research and Development
| Three Months Ended March 31, | Change | ||||||||||||||||||||||
| 2025 | 2024 | $ | % | ||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Research and development | $ | 17,108 | $ | 16,999 | $ | 109 | 0.6 | % | |||||||||||||||
| Percentage of total revenue | 21.2 | % | 25.6 | % | |||||||||||||||||||
Research and development expense increased $0.1 million, or 0.6%, to $17.1 million for the three months ended March 31, 2025 from $17.0 million for the three months ended March 31, 2024. This increase was the result of increased third-party consulting costs during the three months ended March 31, 2025, partially offset by cost savings stemming from our workforce reduction in 2024.
General and Administrative
| Three Months Ended March 31, | Change | ||||||||||||||||||||||
| 2025 | 2024 | $ | % | ||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| General and administrative | $ | 15,790 | $ | 12,756 | $ | 3,034 | 23.8 | % | |||||||||||||||
| Percentage of total revenue | 19.6 | % | 19.2 | % | |||||||||||||||||||
General and administrative expense increased $3.0 million, or 23.8%, to $15.8 million for the three months ended March 31, 2025 from $12.8 million for the three months ended March 31, 2024. This increase was primarily driven by the impact of litigation-related insurance recoveries and the lease termination benefit recorded during the three months ended March 31, 2024, combined with an increase in third-party professional fees. This was partially offset by a decrease in bad debt expense.
Sales and Marketing
| Three Months Ended March 31, | Change | ||||||||||||||||||||||
| 2025 | 2024 | $ | % | ||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Sales and marketing | $ | 13,832 | $ | 14,613 | $ | (781) | (5.3) | % | |||||||||||||||
| Percentage of total revenue | 17.1 | % | 22.0 | % | |||||||||||||||||||
Sales and marketing expense decreased $0.8 million, or 5.3%, to $13.8 million for the three months ended March 31, 2025 from $14.6 million for the three months ended March 31, 2024. This decrease was primarily the result of reduced headcount stemming from our workforce reduction in 2024.
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Other Income, Net
| Three Months Ended March 31, | Change | ||||||||||||||||||||||
| 2025 | 2024 | $ | % | ||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Other income, net: | |||||||||||||||||||||||
| Interest income | $ | 4,197 | $ | 4,907 | $ | (710) | (14.5) | % | |||||||||||||||
| Percentage of total revenue | 5.2 | % | 7.4 | % | |||||||||||||||||||
| Interest expense | $ | (15) | $ | (69) | $ | 54 | (78.3) | % | |||||||||||||||
| Percentage of total revenue | — | % | (0.1) | % | |||||||||||||||||||
| Other income, net | $ | 122 | $ | 3 | $ | 119 | 3966.7 | % | |||||||||||||||
| Percentage of total revenue | 0.2 | % | — | % | |||||||||||||||||||
| Total other income, net | $ | 4,304 | $ | 4,841 | $ | (537) | (11.1) | % | |||||||||||||||
| Percentage of total revenue | 5.3 | % | 7.3 | % | |||||||||||||||||||
Other income for the three months ended March 31, 2025 was primarily driven by income earned on our investments and money-market funds. The decrease in interest income for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 is primarily driven by a decrease in interest rates.
Provision for Income Taxes
| Three Months Ended March 31, | Change | ||||||||||||||||||||||
| 2025 | 2024 | $ | % | ||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Provision for income taxes | $ | 82 | $ | 37 | $ | 45 | 121.6 | % | |||||||||||||||
| Percentage of total revenue | 0.1 | % | 0.1 | % | |||||||||||||||||||
Provision for income taxes for the three months ended March 31, 2025 primarily consists of state income taxes. We maintain a full valuation allowance on our net federal and state deferred tax assets as we have concluded that it is more likely than not that the deferred tax assets will not be realized.
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Liquidity and Capital Resources
General
As of March 31, 2025, our principal sources of liquidity were cash and cash equivalents and short-term and long-term investments in marketable securities, totaling $401.8 million, which was held for working capital purposes and to fund repurchases of our Class A common stock (as described more fully below), as well as the available balance of our revolving line of credit, described further below. We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all.
We have financed our operations primarily through payments received from customers and sales of our equity securities.
On April 30, 2024, the Board of Directors authorized a program to repurchase up to $100 million of our Class A common stock (the “2024 Buyback Program”). Under the 2024 Buyback Program, we may repurchase shares of our Class A common stock from time to time on a discretionary basis through open market repurchases, privately negotiated transactions, block purchases or other means, and such repurchases will be structured to occur in compliance with applicable securities laws. The timing and actual number of shares repurchased, if any, will be determined by the Board of Directors or a committee established by the Board of Directors, depending on a variety of factors, including the Class A common stock price, trading volume, market conditions, our cash flow and liquidity profile, the capital needs of the business, and other considerations. We expect to fund repurchases with existing cash on hand. The 2024 Buyback Program has no expiration date and may be modified, suspended, or terminated at any time by the Board of Directors at its discretion. We have not made any repurchases under the 2024 Buyback Program.
We believe our existing cash and cash equivalents, marketable securities, and amounts available under our outstanding credit facility will be sufficient to support our working capital and capital expenditure requirements for at least the next twelve months and thereafter for the foreseeable future. Our future capital requirements will depend on many factors, including, but not limited to, our obligation to repay any balance under our credit facility if we were to borrow against the facility in the future, our platform revenue growth rate, receivable and payable cycles, and the timing and extent of investments in research and development, sales and marketing, and general and administrative expenses.
Credit Facility
As of March 31, 2025, we had $68.6 million of commitments available under the Second Amended and Restated Loan and Security Agreement with Banc of California (formerly known as Pacific Western Bank), or the Second Amended and Restated LSA, after consideration of $1.4 million in our letter of credit on the lease of our corporate headquarters at One World Trade Center. As of March 31, 2025, we had no outstanding borrowings under the line of credit, and no amounts have been drawn against any of our letters of credit.
Cash Flows
The following table summarizes our cash flows for the periods presented:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Net cash provided by operating activities | $ | 548 | $ | 6,027 | |||||||
| Net cash used in investing activities | $ | (146) | $ | (11,016) | |||||||
| Net cash provided by (used in) financing activities | $ | 329 | $ | (14,144) | |||||||
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Operating Activities
For the three months ended March 31, 2025, net cash provided by operating activities was $0.5 million, primarily due to a net income of $1.8 million adjusted for non-cash charges of $14.8 million, partially offset by a net decrease attributable to our operating assets and liabilities of $16.0 million. The non-cash adjustments primarily relate to stock-based compensation charges of $9.4 million and depreciation and amortization expense of $4.2 million. The net decrease attributable to our operating assets and liabilities was primarily driven by an increase in accounts receivable of $12.1 million due primarily to timing of collections, a decrease in accrued expenses of $2.7 million related primarily to the payment of accrued compensation and payment of fees owed to delivery service providers and vendors.
For the three months ended March 31, 2024, net cash provided by operating activities was $6.0 million, primarily due to net loss of $2.4 million adjusted for non-cash charges of $15.5 million, and a net decrease attributable to our operating assets and liabilities of $7.1 million. The non-cash adjustments primarily relate to stock-based compensation charges of $10.8 million and depreciation and amortization expense of $3.1 million. The net decrease attributable to our operating assets and liabilities was primarily driven by an increase in accounts receivable of $3.6 million due primarily to timing of collections and a decrease in accounts payable of $2.5 million due to the timing of payments to vendors.
Investing Activities
Cash used in investing activities was $0.1 million during the three months ended March 31, 2025, primarily due to $2.4 million for the development of capitalized internal-use software to support further product development, and $2.3 million of net sales of investments.
Cash used in investing activities was $11.0 million during the three months ended March 31, 2024, primarily due to $7.8 million of net purchases of investments and $3.1 million for the development of capitalized internal-use software to support further product development.
Financing Activities
Cash provided by financing activities was $0.3 million during the three months ended March 31, 2025, related to $0.3 million of net proceeds from the exercise of stock options.
Cash used in financing activities was $14.1 million during the three months ended March 31, 2024, primarily driven by $15.3 million of stock repurchases under the share repurchase program authorized in 2022 and completed in the second quarter of 2024, partially offset by $1.1 million of net proceeds from the exercise of stock options.
Material Cash Requirements
There were no material changes in our material cash requirements during the three months ended March 31, 2025 from the obligations and commitments disclosed in our Annual Report on Form 10-K filed with the SEC on February 25, 2025. See “Note 10—Leases” and “Note 14—Commitments and Contingencies” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of our Annual Report on Form 10-K, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” included in Part II, Item 7 of our Annual Report on Form 10-K, for additional information regarding our material cash requirements.
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Certain Non-GAAP Financial Measures
We report our financial results in accordance with generally accepted accounting principles in the United States, or GAAP. To supplement our financial statements, we provide investors with non-GAAP operating income and free cash flow, each of which is a non-GAAP financial measure, and certain key performance indicators, including GMV, GPV, net revenue retention, average revenue per unit, and active locations.
Management uses these non-GAAP financial measures and key performance indicators, in conjunction with financial measures prepared in accordance with GAAP for planning purposes, including in the preparation of our annual operating budget, as a measure of our core operating results and the effectiveness of our business strategy, and in evaluating our financial performance. These measures provide consistency and comparability with past financial performance as measured by such non-GAAP figures, facilitate period-to-period comparisons of core operating results, and assist shareholders in better evaluating us by presenting period-over-period operating results without the effect of certain charges or benefits that may not be consistent or comparable across periods or compared to other registrants’ similarly named non-GAAP financial measures and key performance indicators.
We adjust our GAAP financial measures for the following items to calculate one or more of our non-GAAP financial measures (other than free cash flow): stock-based compensation expense (non-cash expense calculated by companies using a variety of valuation methodologies and subjective assumptions) and related payroll tax expense, certain litigation-related expenses, net of recoveries (which relate to legal and other professional fees associated with litigation-related matters that are not indicative of our core operations and are not part of our normal course of business), and capitalized internal-use software and intangible amortization. Management believes that it is useful to exclude certain non-cash charges and non-core operational charges from our non-GAAP financial measures because: (1) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations and we believe does not relate to ongoing operational performance; and (2) such expenses can vary significantly between periods.
Free cash flow represents net cash provided by or used in operating activities, reduced by purchases of property and equipment and capitalization of internal-use software. Free cash flow is a measure used by management to understand and evaluate our liquidity and how it can be used to generate future growth. Free cash flow excludes items that we do not consider to be indicative of our liquidity and facilitates comparisons of our liquidity on a period-to-period basis. Management believes providing free cash flow provides useful information to investors and others in understanding and evaluating the strength of our liquidity and future ability to generate cash that can be used for strategic opportunities or investing in our business from the perspective of our management and Board of Directors.
Our use of non-GAAP financial measures and key performance indicators has limitations as an analytical tool, and these measures should not be considered in isolation or as a substitute for analysis of financial results as reported under GAAP. Because our non-GAAP financial measures and key performance indicators are not calculated in accordance with GAAP, they may not necessarily be comparable to similarly titled measures employed by other companies.
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Reconciliation of Non-GAAP Operating Income to GAAP Operating Loss
The following table presents a reconciliation of non-GAAP operating income to GAAP operating income (loss), the most directly comparable GAAP measure, for the following periods:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands, except percentages) | |||||||||||
| Operating income (loss) reconciliation: | |||||||||||
| Operating loss, GAAP | $ | (2,416) | $ | (7,160) | |||||||
| Plus: Stock-based compensation expense and related payroll tax expense | 9,832 | 11,128 | |||||||||
| Plus: Certain litigation-related expenses, net of recoveries | — | (1,372) | |||||||||
| Plus: Capitalized internal-use software and intangible amortization | 4,111 | 3,021 | |||||||||
| Operating income, non-GAAP | $ | 11,527 | $ | 5,617 | |||||||
| Percentage of revenue: | |||||||||||
| Operating margin, GAAP | (3) | % | (11) | % | |||||||
| Operating margin, non-GAAP | 14 | % | 8 | % | |||||||
Reconciliation of Non-GAAP Free Cash Flow to Net Cash Provided by Operating Activities
The following table presents a reconciliation of free cash flow to net cash provided by operating activities, the most directly comparable GAAP measure, for each of the periods indicated:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
Net cash provided by operating activities | $ | 548 | $ | 6,027 | |||||||
| Purchase of property and equipment | (93) | (68) | |||||||||
| Capitalized internal-use software | (2,356) | (3,149) | |||||||||
| Non-GAAP free cash flow | $ | (1,901) | $ | 2,810 | |||||||
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of financial condition and results of operations are based upon our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. The preparation of our condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity, revenue, expenses, and related disclosures. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. Actual results may differ from those estimates.
There have been no material changes to our critical accounting policies and estimates during the three months ended March 31, 2025, as compared to those disclosed under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in our Annual Report on Form 10-K filed with the SEC on February 25, 2025.
Recent Accounting Pronouncements
See “Note 2—Significant Accounting Policies” to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for all recently issued standards impacting our condensed consolidated financial statements.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk.
We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of exposure to potential changes in interest rates. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure.
Interest Rate Risk
Our primary market risk exposure is changing interest rates in connection with our investments and the Second Amended and Restated LSA. Interest rate risk is highly sensitive due to many factors, including U.S. monetary and tax policies, U.S. and international economic factors, and other factors beyond our control.
As of March 31, 2025, advances under the formula revolving line of the Second Amended and Restated LSA bear interest equal to the greater of (A) the Prime Rate then in effect; or (B) 3.25%. As of March 31, 2025, advances under the term loans bear interest equal to the greater of (A) 0.25% above the Prime Rate then in effect; or (B) 3.50%. As of March 31, 2025, we had no outstanding borrowings under our credit facility.
Our interest-earning instruments also carry a degree of interest rate risk. Our cash and cash equivalents have a relatively short maturity, and are therefore relatively insensitive to interest rate changes. As of March 31, 2025, we had cash and cash equivalents of $287.5 million. We invest in money market funds, U.S. and municipal government agency securities, corporate bonds and notes, certificates of deposit, and commercial paper. Our current investment policy seeks first to preserve principal, second to provide liquidity for our operating and capital needs, and third to maximize yield without putting our principal at risk. As of March 31, 2025, we invested $125.1 million of our cash and cash equivalents in money market funds. We also invested $114.4 million in other securities, of which $71.0 million was classified as short-term. Because the majority of our investment portfolio is short-term in nature, we do not believe an immediate 10% increase in interest rates would have a material effect on the fair market value of our portfolio, and therefore we do not expect our results of operations or cash flows to be materially affected by a sudden change in market interest rates.
Foreign Currency Exchange Risks
Our revenue and costs are generally denominated in U.S. dollars and are not subject to foreign currency exchange risk. However, to the extent we commence generating revenue outside of the United States that is denominated in currencies other than the U.S. dollar, our results of operations could be impacted by changes in exchange rates. A hypothetical 10% strengthening or weakening in the value of the U.S. dollar relative to the foreign currencies in which our revenues and expenses are denominated would not result in a material impact to our condensed consolidated financial statements.
Inflation Risk
We do not believe that inflation has had a direct material effect on our business, financial condition or results of operations. Nonetheless, if persistent higher inflation leads to consumers reducing their spend on dining out, or if our personnel-related costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, results of operations, and financial condition.
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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or Exchange Act), as of March 31, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended March 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
A description of our legal proceedings is included in and incorporated by reference to “Note 10—Commitments and Contingencies” of the notes to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors.
Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our condensed consolidated financial statements and related notes, as well as in our Annual Report on Form 10-K filed with the SEC on February 25, 2025 and our other filings with the SEC, before making any investment decision with respect to our securities. The risks and uncertainties described below and in our other filings with the SEC, including our Annual Report on Form 10-K filed with the SEC on February 25, 2025, may not be the only ones we face. If any of the risks actually occur, our business could be materially and adversely affected. In that event, the market price of our Class A common stock could decline, and you could lose part or all of your investment.
The following description includes new risk factors and material changes to risk factors associated with our business previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 25, 2025, under the heading “Risk Factors.”
Industry Risks
Unfavorable conditions in our industry or the global economy, or reductions in digital ordering transaction volume or technology spending, have in the past and could in the future adversely impact the health of our customers, limit our ability to grow our business, and negatively affect our results of operations.
Our results of operations have in the past and may in the future vary based on the impact of changes in our industry or the global economy on us or our customers and potential customers. In recent months, we have observed increased economic uncertainty in the United States and abroad. For example, the U.S. government has adopted new approaches to trade policy and in some cases may renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements. The U.S. government has also imposed tariffs on certain foreign goods and has raised the possibility of imposing significant, additional tariff increases or expanding the tariffs to capture other countries and types of foreign goods. In addition, in response to tariffs, other countries have implemented retaliatory tariffs on U.S. goods. This has increased market volatility and enhanced economic uncertainty. Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, decreases in restaurant and digital ordering spending, inflationary pressures, elevated interest rates, high unemployment, lower consumer confidence or uneven or lower spending, volatile capital markets, the impact of a housing crisis and other conditions in the residential real estate and mortgage markets, gasoline prices, energy and other utility costs, inclement weather, health care costs, access to credit, disposable consumer income, governmental efforts, changes in governmental policies and the downsizing of government agencies, financial and credit market fluctuations, international trade relations, current and future tariff increases, expansion of tariffs to capture other countries and types of foreign goods, other changes in U.S. trade policy, protectionist or retaliatory measures taken by foreign governments, political turmoil, natural catastrophes, epidemics, warfare, including the ongoing war in Ukraine, conflict in Israel, Gaza, and the Middle East, and terrorist attacks on the United States, Canada, or elsewhere, could cause a reduction in customer locations and digital ordering transaction volumes, a decrease in business investments, including spending on technology, or business interruptions, and negative impacts to the growth of our business, revenue, and earnings.
More specifically, we are heavily reliant on the restaurant, food, and delivery industries, and any downturn or shift in those industries could significantly impact our results. In poor or uncertain economic conditions, restaurant guest traffic could be adversely impacted if guests choose to dine out or order less frequently or reduce the amount they spend on meals. In addition, inflation and the rising costs of food and labor have caused some businesses in the restaurant food and delivery industries to raise their prices which, for some businesses, has caused a decline in guest traffic. Further, to the extent there is a sustained general economic downturn and our solutions are perceived by existing and potential restaurant customers as costly, or too difficult to deploy or migrate to, our revenue may be disproportionately affected by delays or reductions in on-demand digital commerce spending. For example, we have in the past observed elongated sales cycles. Competitors may respond to
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market conditions by lowering prices and attempting to lure away our customers. Additionally, reports, whether true or not, of foodborne illnesses and injuries caused by food tampering have severely injured the reputations of participants in the food business and the restaurant industry generally, and could continue to do so in the future, and those reports could harm our business and results of operations. The potential for acts of terrorism on the United States’ food supply also exists and, if such an event occurs, it could harm our business and results of operations.
In addition, we contract directly with our DSPs to provide delivery services to our restaurant customers through our Dispatch module and then invoice our restaurant customers for the cost associated with DSP services. As a result, we may be required to make payments to DSPs prior to receiving payment from our restaurant customers for DSP transactions, which could reduce the amount of cash and cash equivalents we have available for the period between payment to the DSPs and receipt of payment from the restaurant customer. In addition, restaurant customers have in the past and could in the future go out of business, become insolvent, or otherwise be unable to pay for DSP transactions, and we are responsible for making payments to the DSPs that our customers otherwise would have made, which adversely affects our business. Furthermore, our DSPs and other vendors, suppliers or partners may raise prices due to inflation, rising costs, or changing regulations. If this occurs, we may not be able to pass on these increased costs to our restaurant customers. This may materially and adversely affect our business, including our competitive position, market share, revenues, and earnings.
Lastly, the increased pace of consolidation in the restaurant industry, the loss of partners that may have gone out of business or may have merged with other of our partners, or of the acquisition of our customers by other companies that do not use our solutions, may result in reduced overall spending on our platform. We cannot predict the timing, strength, or duration of any economic slowdown, instability, or recovery, generally or within the restaurant industry. If the economic conditions of the general economy or markets in which we operate worsen, our business, results of operations, and financial condition could be materially and adversely affected.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
None.
Issuer Purchases of Equity Securities
On April 30, 2024, the Board of Directors authorized a program to repurchase up to $100 million of our Class A common stock, or the 2024 Buyback Program. The 2024 Buyback Program has no expiration date and may be modified, suspended or terminated at any time by our Board of Directors at its discretion. We have not made any repurchases under the 2024 Buyback Program.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Appointment of Parrish Chapman as Chief Sales Officer
On May 2, 2025, we appointed Parrish Chapman as Chief Sales Officer. Mr. Chapman commenced his new position with Olo on May 5, 2025.
Disclosure Pursuant to Item 1.01 of Form 8-K
On May 7, 2025, we further amended the Second Amended and Restated LSA (the “Third Amendment”) to establish compliance thresholds for 2025, update the legal notice addresses, and extend the maturity date of the revolving credit facility. The Third Amendment did not change any other financial or non-financial covenants, and we remained in compliance with all required covenants upon execution of the Third Amendment. The foregoing description of the material terms of the Third Amendment does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the full terms of the Third Amendment, filed herewith.
Rule 10b5-1 Trading Plans
During the three months ended March 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted terminated
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Item 6. Exhibits.
The documents listed in the Exhibit Index of this Quarterly Report on Form 10-Q are incorporated by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated therein.
EXHIBIT INDEX
| Exhibit Number | Description | Filing Date | ||||||||||||
| March 22, 2021 | ||||||||||||||
| June 26, 2024 | ||||||||||||||
| March 22, 2021 | ||||||||||||||
| March 8, 2021 | ||||||||||||||
| Filed herewith | ||||||||||||||
Filed herewith | ||||||||||||||
February 25, 2025 | ||||||||||||||
February 25, 2025 | ||||||||||||||
| Filed herewith | ||||||||||||||
| Filed herewith | ||||||||||||||
| Furnished herewith | ||||||||||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | Filed herewith | ||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed herewith | ||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith | ||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith | ||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Filed herewith | ||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith | ||||||||||||
| 104 | Cover Page with Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101). | |||||||||||||
_____________________________
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| * | The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference. | |||||||
| + | Indicates management contract or compensatory plan. | |||||||
# | Portions of this exhibit (indicated by asterisks) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because the registrant has determined they are not material and is the type of information that the registrant treats as private or confidential. | |||||||
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Olo Inc. | ||||||||
| May 8, 2025 | _____________________/s/ Noah H. Glass_____________________ Noah H. Glass Chief Executive Officer (Principal Executive Officer) | |||||||
| May 8, 2025 | _____________________/s/ Peter Benevides__________________ Peter Benevides Chief Financial Officer (Principal Accounting and Financial Officer) | |||||||
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