Olo Inc. [OLO] Filings

10-Q 1 olo-20240930.htm 10-Q olo-20240930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________

FORM 10-Q

_______________________________________________________________


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


¨			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-40213

Olo Inc.

(Exact name of registrant as specified in its charter)

______________________________________________________________________________


Delaware			20-2971562
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

285 Fulton Street

One World Trade Center, 82nd Floor

New York, NY 10007

(Address of principal executive offices) (Zip Code)

(212) 260-0895

(Registrant’s telephone number, including area code)

_______________________________________________________________

Securities registered pursuant to Section 12(b) of the act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share	OLO	The New York Stock Exchange

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

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 November 4, 2024, 111,678,544 shares of the registrant’s Class A common stock and 51,991,185 shares of registrant’s Class B common stock were outstanding.

OLO INC.

TABLE OF CONTENTS



	PART I - FINANCIAL INFORMATION	Page



Item 1.	Financial Statements (Unaudited)	1

	Condensed Consolidated Balance Sheets	1

	Condensed Consolidated Statements of Operations	2

	Condensed Consolidated Statements of Comprehensive (Loss) Income	3

	Condensed Consolidated Statements of Stockholders ’ Equity	4

	Condensed Consolidated Statements of Cash Flows	6

	Notes to the Condensed Consolidated Financial Statements	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41

Item 4.	Controls and Procedures	42

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	43

Item 1A.	Risk Factors	43

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47

Item 3.	Defaults Upon Senior Securities	47

Item 4.	Mine Safety Disclosures	47

Item 5.	Other Information	47

Item 6.	Exhibits	48

	Signatures	49

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 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 geopolitical instability, public health crises, macroeconomic conditions such as inflation and fluctuating interest rates, shifts in consumer preferences, 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, 2023 and in our subsequent Quarterly Reports on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

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.

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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 September 30, 2024		As of December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	272,180	$	278,218
Short-term investments	77,533		84,331
Accounts receivable, net of expected credit losses of $4,288 and $2,785, respectively	55,886		70,264
Contract assets	500		412
Deferred contract costs	5,450		4,743
Prepaid expenses and other current assets	13,584		12,769
Total current assets	425,133		450,737
Property and equipment, net of accumulated depreciation and amortization of $17,522 and $10,111, respectively	26,497		22,055
Intangible assets, net of accumulated amortization of $11,233 and $8,264, respectively	14,769		17,738
Goodwill	207,781		207,781
Contract assets, noncurrent	1,168		352
Deferred contract costs, noncurrent	5,810		5,806
Operating lease right-of-use assets	9,988		12,529
Long-term investments	42,140		25,748
Other assets, noncurrent	39		73
Total assets	$	733,325	$	742,819
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,462	$	4,582
Accrued expenses and other current liabilities	48,094		68,240
Unearned revenue	1,965		1,533
Operating lease liabilities, current	2,552		2,859
Total current liabilities	54,073		77,214
Unearned revenue, noncurrent	182		57
Operating lease liabilities, noncurrent	12,159		13,968
Other liabilities, noncurrent	—		109
Total liabilities	66,414		91,348
Commitments and contingencies (Note 10)
Stockholders’ equity:
Class A common stock, $0.001 par value; 1,700,000,000 shares authorized at September 30, 2024 and December 31, 2023; 111,275,660 and 108,469,679 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively. Class B common stock, $0.001 par value; 185,000,000 shares authorized at September 30, 2024 and December 31, 2023; 51,993,616 and 54,891,834 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	163		163
Preferred stock, $0.001 par value; 20,000,000 shares authorized at September 30, 2024 and December 31, 2023	—		—
Additional paid-in capital	882,461		867,152
Accumulated deficit	(216,091)		(215,829)
Accumulated other comprehensive income (loss)	378		(15)
Total stockholders’ equity	666,911		651,471
Total liabilities and stockholders’ equity	$	733,325	$	742,819

The accompanying notes are an integral part of these financial statements.

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OLO INC.

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except share and per share amounts)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue:
Platform	$	70,999	$	57,261	$	206,364	$	163,235
Professional services and other	854		533		2,504		2,050
Total revenue	71,853		57,794		208,868		165,285
Cost of revenue:
Platform	32,081		22,203		90,197		59,537
Professional services and other	763		1,026		2,549		3,220
Total cost of revenue	32,844		23,229		92,746		62,757
Gross Profit	39,009		34,565		116,122		102,528
Operating expenses:
Research and development	17,170		18,035		51,126		56,806
General and administrative	15,130		21,307		36,550		56,986
Sales and marketing	12,832		11,363		40,752		36,438
Restructuring charges (Note 12)	2,396		166		2,396		6,848
Total operating expenses	47,528		50,871		130,824		157,078
Loss from operations	(8,519)		(16,306)		(14,702)		(54,550)
Other income, net:
Interest income	4,936		4,598		14,687		12,207
Interest expense	(14)		(43)		(98)		(165)
Other (expense) income	(1)		(1)		2		(1)
Total other income, net	4,921		4,554		14,591		12,041
Loss before income taxes	(3,598)		(11,752)		(111)		(42,509)
Provision for income taxes	37		7		151		32
Net loss	$	(3,635)	$	(11,759)	$	(262)	$	(42,541)

Net loss per share attributable to Class A and Class B common stockholders:
Basic	$	(0.02)	$	(0.07)	$	0.00	$	(0.26)
Diluted	$	(0.02)	$	(0.07)	$	0.00	$	(0.26)
Weighted-average Class A and Class B common shares outstanding:
Basic	162,477,259		163,991,486		162,005,026		162,674,062
Diluted	162,477,259		163,991,486		162,005,026		162,674,062

The accompanying notes are an integral part of these financial statements.

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OLO INC.

Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited)

(in thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net loss	$	(3,635)	$	(11,759)	$	(262)	$	(42,541)
Other comprehensive income (loss):
Unrealized gain (loss) on investments	539		57		393		(151)
Total other comprehensive income (loss)	539		57		393		(151)
Comprehensive (loss) income	$	(3,096)	$	(11,702)	$	131	$	(42,692)

The accompanying notes are an integral part of these financial statements.

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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 (Loss)		Total Stockholders’ Equity
		Shares			Amount
Balance as of December 31, 2023		163,361,513	$	163		$	867,152	$	(215,829)	$	(15)	$	651,471
Issuance of common stock on exercise of stock options		469,841	1			1,144		—		—		1,145
Vesting of restricted and performance-based restricted stock units		812,602	1			(1)		—		—		—
Repurchase of common stock		(2,799,891)	(3)			(15,287)		—		—		(15,290)
Stock-based compensation		—	—			11,602		—		—		11,602
Other comprehensive loss		—	—			—		—		(129)		(129)
Net loss		—	—			—		(2,356)		—		(2,356)
Balance as of March 31, 2024		161,844,065	$	162		$	864,610	$	(218,185)	$	(144)	$	646,443
Issuance of common stock under the Employee Stock Purchase Plan		262,237	—			1,016		—		—		1,016
Issuance of common stock on exercise of stock options		330,894	—			727		—		—		727
Vesting of restricted and performance-based restricted stock units		970,715	1			(1)		—		—		—
Repurchase of common stock		(1,374,108)	(1)			(6,890)		—		—		(6,891)
Stock-based compensation		—	—			11,271		—		—		11,271
Other comprehensive loss		—	—			—		—		(17)		(17)
Net income		—	—			—		5,729		—		5,729
Balance as of June 30, 2024		162,033,803	$	162		$	870,733	$	(212,456)	$	(161)	$	658,278

Issuance of common stock on exercise of stock options		320,972	—			721		—		—		721
Vesting of restricted and performance-based restricted stock units		914,501	1			(1)		—		—		—

Stock-based compensation		—	—			11,008		—		—		11,008
Other comprehensive income		—	—			—		—		539		539
Net loss		—	—			—		(3,635)		—		(3,635)
Balance as of September 30, 2024		163,269,276	$	163		$	882,461	$	(216,091)	$	378	$	666,911

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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 Loss		Total Stockholders' Equity
		Shares			Amount
Balance as of December 31, 2022		162,444,717	$	162		$	855,249	$	(157,542)	$	(253)	$	697,616
Issuance of common stock on exercise of stock options		1,055,108	1			2,364		—		—		2,365
Vesting of restricted stock units		802,576	1			(1)		—		—		—
Repurchase of common stock		(2,652,372)	(2)			(20,050)		—		—		(20,052)
Stock-based compensation		—	—			15,127		—		—		15,127
Other comprehensive income		—	—			—		—		197		197
Net loss		—	—			—		(13,706)		—		(13,706)
Balance as of March 31, 2023		161,650,029	$	162		$	852,689	$	(171,248)	$	(56)	$	681,547
Issuance of common stock under the Employee Stock Purchase Plan		253,973	—			1,463		—		—		1,463
Issuance of common stock on exercise of stock options		1,528,955	1			3,097		—		—		3,098
Vesting of restricted stock units		1,006,863	1			(1)		—		—		—
Repurchase of common stock		(1,409,420)	(1)			(10,046)		—		—		(10,047)
Stock-based compensation		—	—			15,278		—		—		15,278
Other comprehensive loss		—	—			—		—		(405)		(405)
Net loss		—	—			—		(17,076)		—		(17,076)
Balance as of June 30, 2023		163,030,400	$	163		$	862,480	$	(188,324)	$	(461)	$	673,858
Issuance of common stock in connection with charitable donation		172,918	—			1,136		—		—		1,136
Issuance of common stock on exercise of stock options		2,621,027	3			3,376		—		—		3,379
Vesting of restricted stock units		939,671	1			(1)		—		—		—
Repurchase of common stock		(2,014,202)	(2)			(13,033)		—		—		(13,035)
Stock-based compensation		—	—			13,763		—		—		13,763
Other comprehensive income		—	—			—		—		57		57
Net loss		—	—			—		(11,759)		—		(11,759)
Balance as of September 30, 2023		164,749,814	$	165		$	867,721	$	(200,083)	$	(404)	$	667,399

The accompanying notes are an integral part of these financial statements.

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OLO INC.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


	Nine Months Ended September 30,
	2024		2023
Operating activities
Net loss	$	(262)	$	(42,541)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	10,380		7,283
Stock-based compensation	31,757		41,341
Charitable donation of Class A common stock	—		1,136
Provision for expected credit losses	3,798		1,495
Non-cash lease expense	1,978		2,079

Loss on disposal of assets	—		38
Non-cash impairment charges	1,079		—
Other non-cash operating activities, net	(1,576)		(1,883)
Changes in operating assets and liabilities:
Accounts receivable	10,580		(23,580)
Contract assets	(903)		(156)
Prepaid expenses and other current and noncurrent assets	(778)		2,835
Deferred contract costs	(711)		(2,588)
Accounts payable	(3,119)		(2,069)
Accrued expenses and other current liabilities	(20,167)		7,189
Operating lease liabilities	(2,116)		(2,226)
Unearned revenue	558		(812)
Other liabilities, noncurrent	(109)		76
Net cash provided by (used in) operating activities	30,389		(12,383)
Investing activities
Purchases of property and equipment	(782)		—
Capitalized internal-use software	(9,459)		(10,023)

Purchases of investments	(96,467)		(96,501)
Sales and maturities of investments	88,842		88,155
Net cash used in investing activities	(17,866)		(18,369)
Financing activities
Cash received for employee payroll tax withholdings	5,367		13,902
Cash paid for employee payroll tax withholdings	(5,351)		(13,896)



Proceeds from exercise of stock options and purchases under employee stock purchase plan	3,604		10,208
Repurchase of common stock	(22,181)		(43,134)


Net cash used in financing activities	(18,561)		(32,920)
Net decrease in cash and cash equivalents	(6,038)		(63,672)
Cash and cash equivalents, beginning of period	278,218		350,073
Cash and cash equivalents, end of period	$	272,180	$	286,401

Supplemental disclosure of non-cash investing and financing activities

Vesting of early exercised stock options	$	—	$	97
Employee receivables for options exercised	$	5	$	—

Capitalization of stock-based compensation for internal-use software	$	2,128	$	2,827

The accompanying notes are an integral part of these financial statements.

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OLO INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

1.Business

Olo Inc. was formed on June 1, 2005 in Delaware and is headquartered in New York City. On January 14, 2020, 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.

We are an open SaaS platform for restaurants. Our platform powers restaurant brands’ on-demand digital commerce operations, enabling digital ordering, delivery, front-of-house management, and payments, while further strengthening and enhancing restaurants’ direct guest relationships. We provide restaurants with a business-to-business-to-guest, enterprise-grade, open SaaS platform to manage their complex digital businesses and enable fast and more personalized experiences for their guests. Our platform and application programming interfaces seamlessly integrate with a wide range of solutions, unifying disparate technologies across the restaurant ecosystem. Restaurant brands rely on us to increase their digital omni-channel sales, maximize profitability, establish and maintain direct guest relationships, and collect, protect, and leverage valuable guest data.

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, 2023 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 September 30, 2024, our results of operations and comprehensive (loss) income for the three and nine months ended September 30, 2024 and 2023 and our cash flows for the nine months ended September 30, 2024 and 2023, respectively. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024 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 21, 2024. 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.

We regularly assess these estimates, including but not limited to, stock-based compensation including the determination of the fair value of our stock-based awards, realization of deferred tax assets, estimated life of our long-lived assets, purchase price allocations for business combinations, valuation of the acquired intangibles purchased in a business combination, valuation of goodwill, estimated standalone selling price of our performance obligations, and estimated consideration for implementation services and transactional revenue in certain arrangements. We base these estimates on historical experience and on various other market-specific and relevant assumptions that we believe to be reasonable under the circumstances. Actual results could differ from these estimates and such differences could be material to our financial position and results of operations.

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OLO INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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, 2023. During the nine months ended September 30, 2024, 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, 2023.

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 and nine months ended September 30, 2024, no individual customer accounted for more than 10% of our revenue. For each of the three and nine months ended September 30, 2023, one customer accounted for 12% of our revenue.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in Accounting Standards Codification (“ASC”) 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact of adopting ASU 2023-07 and expect to adopt for the year ending December 31, 2024.

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 are currently evaluating the impact that adopting ASU 2023-09 will have on our consolidated financial statements and disclosures.

3.Revenue Recognition

The following table disaggregates revenue by type (in thousands):


	Three Months Ended September 30, 2024
	Platform		Professional Services and Other		Total
Timing of revenue recognition
Transferred over time	$	27,625	$	854	$	28,479
Transferred at a point in time	43,374		—		43,374
Total revenue	$	70,999	$	854	$	71,853

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Notes to the Condensed Consolidated Financial Statements

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	Three Months Ended September 30, 2023
	Platform		Professional Services and Other		Total
Timing of revenue recognition
Transferred over time	$	25,158	$	533	$	25,691
Transferred at a point in time	32,103		—		32,103
Total revenue	$	57,261	$	533	$	57,794


	Nine Months Ended September 30, 2024
	Platform		Professional Services and Other		Total
Timing of revenue recognition
Transferred over time	$	81,328	$	2,504	$	83,832
Transferred at a point in time	125,036		—		125,036
Total revenue	$	206,364	$	2,504	$	208,868


	Nine Months Ended September 30, 2023
	Platform		Professional Services and Other		Total
Timing of revenue recognition
Transferred over time	$	74,518	$	2,050	$	76,568
Transferred at a point in time	88,717		—		88,717
Total revenue	$	163,235	$	2,050	$	165,285

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. Under ASC Topic 606, 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 $1.7 million and $0.8 million as of September 30, 2024 and December 31, 2023, 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 nine months ended September 30, 2024, we recognized $1.4 million of revenue related to contracts that were included in unearned revenue at December 31, 2023.

As of September 30, 2024, our remaining performance obligations were approximately $40.4 million, approximately 49% 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.

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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, 2023	$	10,549
Capitalization of deferred contract costs	6,439
Amortization of deferred contract costs	(5,728)
Balance at September 30, 2024	$	11,260

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.

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 September 30, 2024 and December 31, 2023 (in thousands):


	As of September 30, 2024
	Cost		Net Unrealized Gains		Fair Value		Cash and Cash equivalents		Short-term Investments		Long-term Investments
Cash	$	128,812	$	—	$	128,812	$	128,812	$	—	$	—
Level 1:
Money market funds	142,159		—		142,159		142,159		—		—
Commercial paper	7,721		16		7,737		—		7,737		—
Subtotal	149,880		16		149,896		142,159		7,737		—
Level 2:
Certificates of deposit	24,431		34		24,465		1,209		23,256		—
U.S. Government and agency securities	47,968		191		48,159		—		25,568		22,591
Corporate bonds	40,384		137		40,521		—		20,972		19,549
Subtotal	112,783		362		113,145		1,209		69,796		42,140
Level 3:	—		—		—		—		—		—
Total	$	391,475	$	378	$	391,853	$	272,180	$	77,533	$	42,140

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Notes to the Condensed Consolidated Financial Statements

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	As of December 31, 2023
	Cost		Net Unrealized Gains (Losses)		Fair Value		Cash and Cash equivalents		Short-term Investments		Long-term Investments
Cash	$	130,566	$	—	$	130,566	$	130,566	$	—	$	—
Level 1:
Money market funds	147,652		—		147,652		147,652		—		—
Commercial paper	16,408		11		16,419		—		16,419		—
Subtotal	164,060		11		164,071		147,652		16,419		—
Level 2:
Certificates of deposit	15,366		21		15,387		—		15,387		—
U.S. Government and agency securities	49,393		(73)		49,320		—		33,198		16,122
Corporate bonds	28,927		26		28,953		—		19,327		9,626
Subtotal	93,686		(26)		93,660		—		67,912		25,748
Level 3:	—		—		—		—		—		—
Total	$	388,312	$	(15)	$	388,297	$	278,218	$	84,331	$	25,748

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. During the nine months ended September 30, 2024, we recorded a non-cash impairment charge of $0.5 million related to a portion of our internal-use software that was non-recoverable. This amount was recorded in research and development expenses within the condensed consolidated statement of operations. In addition, during the nine months ended September 30, 2024, 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.

5.Accrued Expenses and Other Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	As of September 30, 2024		As of December 31, 2023
Accrued delivery service partner fees	$	33,036	$	39,964
Accrued compensation and benefits	10,166		9,148
Accrued legal settlements (1)	—		9,000
Professional and consulting fees	1,100		3,866
Sublease liability	—		2,032
Accrued taxes	1,027		1,068
Other	2,765		3,162
Total accrued expenses and other current liabilities	$	48,094	$	68,240

(1) See “Note 10—Commitments and Contingencies” for details.

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”).

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Notes to the Condensed Consolidated Financial Statements

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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 September 30, 2024.

As of September 30, 2024, we had $68.6 million of commitments available under 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 September 30, 2024, we had no outstanding borrowings under the line of credit, and no amounts have been drawn against any of our letters of credit.

In April 2024, we further amended the Second Amended and Restated LSA (the “Second Amendment”) with Banc of California (formerly known as Pacific Western Bank) to set compliance thresholds for 2024. The Second Amendment did not change any other financial or non-financial covenants, and we remained in compliance with all required covenants upon execution of the Second Amendment. The foregoing description of the material terms of the Second 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 Second Amendment, filed herewith.

7.Stockholders’ Equity

Repurchases of Common Stock

On September 7, 2022, our Board of Directors authorized a program to repurchase up to $100 million of our Class A common stock (the “Stock Buyback Program”). We completed this Stock Buyback Program in the second quarter of 2024.

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.

The following table summarizes the share repurchase activity of our Class A common stock under the Stock Buyback Program for the periods presented (in thousands, except share and per share amounts):


	Total Number of Shares Purchased	Average Price Paid per Share (1)		Value of Shares Repurchased (1)		Remaining Amount Authorized
Balance as of January 1, 2024						$	22,097
Repurchases through the Stock Buyback Program for the three months ended:
March 31, 2024	2,799,891	$	5.44	$	15,234	(15,234)
June 30, 2024	1,374,108	4.99		6,863		(6,863)

Total	4,173,999	$	5.29	$	22,097	$	—

(1) Average price paid per share and value of shares excludes broker commission fees.

We have not made any repurchases under the 2024 Buyback Program.

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Notes to the Condensed Consolidated Financial Statements

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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 8,168,075 additional shares of Class A common stock reserved and available for issuance under the 2021 Plan effective as of January 1, 2024.

As of September 30, 2024 and December 31, 2023 the maximum number of shares authorized for issuance to participants under the 2021 Plan was 49,257,534 and 40,556,635, respectively. As of September 30, 2024 and December 31, 2023, the number of shares available for issuance to participants under the 2021 Plan was 31,840,015 and 25,029,007, respectively.

Restricted Stock Units

The following table summarizes the activity for the unvested RSUs during the nine months ended September 30, 2024:


	RSUs	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2023	9,545,036	$	8.70
Granted	1,482,747	5.06
Vested	(2,526,117)	9.16
Forfeited and canceled	(1,482,644)	8.48
Unvested at September 30, 2024	7,019,022	$	7.82

The total fair value of RSUs vested during the nine months ended September 30, 2024 was $12.7 million. Future stock-based compensation expense for unvested RSUs awarded as of September 30, 2024 was approximately $52.1 million and is expected to be recognized over a weighted-average period of 2.45 years.

Performance-Based Restricted Stock Units

In February 2023, we made grants to executives in the form of PSUs (“2023 PSUs”) that will vest over three years based on the achievement of specified financial targets at the end of a one-year performance period, subject to the executive’s continuous service. The target number of shares underlying the 2023 PSUs was determined based on the higher of (a) the 30-trading day average price preceding the grant date or (b) the floor price as determined by the Compensation Committee of the Board of Directors for the calendar year. Based on the actual financial metrics achieved relative to the target financial metrics for the year ended December 31, 2023, the number of PSUs issued were 103.86% of the target PSUs. Accordingly, 171,701 shares vested for the nine months ended September 30, 2024 upon meeting the time-based vesting requirement. The remaining eligible shares will vest according to the time-based service requirements, subject to the applicable executive’s continued service as of each vesting date. The fair value of the 2023 PSUs is calculated based on the stock price on the date of grant.

In March 2024, we made additional PSU grants to executives (“2024 PSUs”) that will vest over approximately three years based upon achievement of either (a) certain stock price targets or (b) our target total shareholder return (“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.

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.

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Notes to the Condensed Consolidated Financial Statements

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The following table summarizes the activity for the unvested PSUs during the nine months ended September 30, 2024:


	PSUs	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2023	395,545	$	7.77
Granted	2,104,852	6.89
Vested	(171,701)	7.77
Forfeited and canceled	(56,968)	7.77
Unvested at September 30, 2024	2,271,728	$	6.96

The total fair value of PSUs vested during the nine months ended September 30, 2024 was $0.9 million. Future stock-based compensation expense for unvested PSUs as of September 30, 2024 was approximately $11.7 million and is expected to be recognized over a weighted-average period of 2.25 years.

Employee Stock Purchase Plan

The employee stock purchase plan (“ESPP”) current offering period began in June 2024 and ends in December 2024. Pursuant to the evergreen provisions of the ESPP, the Board of Directors approved an automatic increase of 1,084,696 additional shares of Class A common stock reserved and available for issuance under the ESPP effective as of January 1, 2024. As of September 30, 2024, a total of 6,402,450 shares are available for issuance to employees under the ESPP. For the nine months ended September 30, 2024 and 2023, we recorded approximately $0.5 million and $0.9 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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenue - platform	$	1,182	$	1,661	$	3,995	$	5,159
Cost of revenue - professional services and other	83		165		257		528
Research and development	2,779		3,628		8,458		11,730
General and administrative	5,008		5,506		14,573		16,093
Sales and marketing	1,449		1,553		4,474		6,103
Restructuring charges	—		—		—		1,728
Total stock-based compensation expense	$	10,501	$	12,513	$	31,757	$	41,341

9.Income Taxes

We recorded a provision for income taxes resulting in an effective tax rate of (136.04)% for the nine months ended September 30, 2024. We recorded a provision for income taxes resulting in an effective tax rate of (0.08)% for the nine months ended September 30, 2023. The effective tax rate for the nine months ended September 30, 2024 is driven primarily by adjustments to the full valuation allowance on our deferred tax assets, adjustments for share-based compensation, and state and local 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 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.

We applied ASC 740, Income Taxes, and determined that we do not have any uncertain positions that would result in a tax reserve for each of the nine months ended September 30, 2024 and 2023. Our policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. We are subject to U.S. federal tax authority and state tax authority examinations.

10.Commitments and Contingencies

Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible, and the loss or range of loss can be estimated, we will disclose the possible loss in the notes to our financial statements. Accounting for contingencies requires us to use judgment related to both the likelihood of a loss and the estimate of the amount or range of loss. Legal costs incurred in connection with loss contingencies are expensed as incurred.

On 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. On December 21, 2022, the Court appointed a lead plaintiff and lead counsel on behalf of the class, following which the case was captioned Steamship Trade Association of Baltimore - International Longshoremen’s Association Pension Fund v. Olo Inc., et al. (Case No.1:22-cv-08228-JSR). On August 9, 2023, lead plaintiff filed a second amended complaint asserting claims on behalf of a class composed of all persons who purchased or otherwise acquired our securities between March 17, 2021 and August 11, 2022, inclusive (the “Second Amended Complaint”). The Second Amended Complaint asserts a claim against all defendants for alleged violations of Section 10(b) of the Exchange Act and Rule 10b5 promulgated thereunder and a claim under Section 20(a) of the Exchange Act against Mr. Glass, our Chief Executive Officer, and Mr. Benevides, our Chief Financial Officer, as alleged controlling persons. The Second Amended Complaint alleges that defendants made materially false and misleading statements concerning, among other things, our business relationship with the restaurant brand Subway, our financial position, our enterprise market customers, and our publicly disclosed “active locations” counts, and that these alleged false and misleading statements caused losses and damages for members of the class. The Second Amended Complaint seeks unspecified damages, interest, costs and attorneys’ fees, and other unspecified relief that the Court deems appropriate. On August 24, 2023, we filed a motion to dismiss the Second Amended Complaint. On September 26, 2023, the Court issued a summary order granting in part and denying in part our motion to dismiss, dismissing the claims in the Second Amended Complaint to the extent they are premised on misstatements about Subway, our financial prospects, and our prospects in the enterprise market, but permitting the remaining claims concerning our publicly disclosed “active locations” counts to proceed. On December 1, 2023, the Court issued an opinion confirming its September 26, 2023, order granting in part and denying in part our motion to dismiss. Also on December 1, 2023, the Court entered an order certifying a class of stockholders that purchased Olo’s Class A common stock between March 17, 2021 and August 11, 2022. On January 16, 2024, the parties reached an agreement to settle the lawsuit, and lead plaintiff filed an unopposed motion for preliminary approval of the proposed class action settlement. The Court granted final approval of the settlement on June 11, 2024. In connection with the agreement, we recorded an expense of $9.0 million during the year ended December 31, 2023 for the anticipated settlement. We maintain insurance coverage for a portion of the settlement and legal and consulting fees, but we do not record anticipated insurance proceeds until all contingencies relating to the insurance recovery have been removed, including an acknowledgment by the insurance company and our determination that recovery of the expected amount is probable. During the nine months ended September 30, 2024, we recorded $10.6 million in recoveries under this insurance coverage, which was recorded within general and administrative expenses.

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 against certain of our directors and officers (the “Floyd Derivative Defendants”), captioned Floyd v. Glass, et al. (Case No. 1:23-cv-03770). 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”). The Floyd Derivative Complaint alleges that, between at least August 10, 2021 and August 11, 2022, the Floyd Derivative Defendants caused, or failed to prevent, 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 Floyd Derivative Complaint asserts claims for breaches of fiduciary duty, aiding and

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abetting breach of fiduciary duty, and waste of corporate assets. The Floyd Derivative Complaint seeks a judgment declaring that the plaintiff may bring the action on behalf of us in a derivative capacity; awarding us damages for the Floyd Derivative Defendants’ alleged breaches of fiduciary duty, and waste of corporate assets; requiring us to reform and improve our corporate governance and internal procedures; ordering the Floyd Derivative Defendants to pay restitution to us; awarding the plaintiff her costs, fees, and expenses, including attorney’s fees; and granting such other relief that the Court determines to be appropriate. On June 1, 2023, the Court granted the parties’ stipulation to stay the Floyd Derivative Complaint. We are unable to predict the outcome, or the reasonably possible loss or range of loss, if any, related to this matter.

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 (the “Balleh Derivative Defendants”). The Balleh Derivative Complaint alleges that, from approximately March 2021 through the date of the Balleh Derivative Complaint, the Balleh 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 Balleh Derivative Complaint asserts a claim for breaches of fiduciary duty. The Balleh Derivative Complaint seeks a judgment against the Balleh Derivative Defendants in favor of us for the amount of damages sustained by us as a result of the Balleh 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 alleged in the Balleh Derivative Complaint; awarding us restitution from the Balleh Derivative Defendants and ordering disgorgement of all profits, benefits and other compensation obtained by the Balleh 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. We are unable to predict the outcome, or the reasonably possible loss or range of loss, if any, related to this matter.

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 (the “Giuda Derivative Defendants”). The Giuda Derivative Complaint alleges that, from at least March 2021, the Giuda Derivative Defendants caused, or failed to prevent, 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 Giuda Derivative Complaint asserts claims for breaches of fiduciary duties, contribution and indemnification, aiding and abetting breaches of fiduciary duties, insider trading against Defendant Glass, and unjust enrichment against Defendant Glass. The Giuda Derivative Complaint seeks a judgment against the Giuda Derivative Defendants declaring that plaintiffs may maintain the action on behalf of us and that they are adequate representatives of us; declaring that the Giuda Derivative Defendants have breached and/or aided and abetted the breach of their fiduciary duties to Olo; directing us to take all necessary actions to implement and maintain an effective system of internal controls and meaningful oversight and monitoring; determining and awarding to us the damages sustained as a result of the violations alleged against the Giuda Derivative Defendants; ordering Defendant Glass to disgorge and pay to us all profits, benefits, and other compensation obtained by his alleged insider trading and breaches of fiduciary duties; ordering the disgorgement of profits, benefits, and other compensation; awarding us restitution from the Giuda Derivative Defendants; awarding plaintiffs costs and disbursements of the action, including reasonable attorneys’ and experts’ fees, costs, and expenses; and granting such other relief that the Court deems just and proper. On April 26, 2024, the Court granted the parties’ stipulation regarding a schedule for the Giuda Derivative Defendants’ anticipated motion to dismiss the Giuda Derivative Complaint. The Giuda Derivative Defendants are currently negotiating a schedule to answer, move to dismiss, or otherwise respond to the Giuda Derivative Complaint. We are unable to predict the outcome, or the reasonably possible loss or range of loss, if any, related to this matter.

On May 15, 2024, Richard Scarantino (the “Scarantino Plaintiff”), an alleged Olo stockholder, filed a class action and derivative complaint on behalf of Olo stockholders and on behalf of us as a nominal defendant, in the Court of the Chancery of the State of Delaware captioned Scarantino v. Glass, et al. (C.A. No. 2024-0517-KSJM) (the “Scarantino Complaint”) against our Board of Directors (the “Scarantino Director Defendants”), our Chief Executive Officer (the “Scarantino Officer Defendant”), The Raine Group LLC, RPII Order LLC, and Raine Associates II LP (collectively, “The Raine Group” and together with Olo, the Scarantino Director Defendants, and the Scarantino Officer Defendant, the “Scarantino Defendants”). The Scarantino Complaint alleged that the Director Defendants and Officer Defendant breached their fiduciary duties by authorizing the 2024 Buyback Program, which could result in The Raine Group having majority voting control over Olo. The Scarantino Complaint asserted a direct and a derivative claim for breaches of fiduciary duty against the Scarantino Director Defendants and the Scarantino Officer Defendant. The Scarantino Complaint also asserted that The Raine

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OLO INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Group aided and abetted the Scarantino Director Defendants’ and Scarantino Officer Defendant’s breaches of fiduciary duty. On June 11, 2024, our Board of Directors agreed, through unanimous written consent (the “Board Resolutions”) that, among other things, the 2024 Buyback Program shall be carried out in such a way that our repurchases pursuant thereto do not cause The Raine Group’s ownership of Olo’s outstanding voting stock to exceed 49.9% and to take appropriate measures to the best of their ability to ensure that repurchases pursuant to the 2024 Buyback Program do not cause The Raine Group’s ownership of our outstanding voting stock to exceed 49.9%. The Scarantino Plaintiff subsequently agreed that the Board Resolutions would render the Scarantino Complaint moot. On June 12, 2024, the Scarantino Defendants moved to dismiss the Scarantino Complaint. On June 21, 2024, the parties filed a stipulation and proposed order dismissing the Scarantino Complaint with prejudice, which the Court granted on June 24, 2024. The Court retained jurisdiction of the lawsuit solely for the purpose of adjudicating an application for attorneys’ fees in connection with the claims asserted in the Scarantino Complaint. On August 2, 2024, the Court entered a Stipulation and Order providing that the Scarantino Plaintiff’s action will be dismissed with prejudice and the case will be closed, subject to the Company filing an affidavit with the Court confirming that a notice of settlement has been issued. The Company filed an affidavit with the Court on August 6, 2024.

We recorded $0.6 million of litigation-related expenses related to this matter for the nine months ended September 30, 2024. This amount was recorded in general and administrative expenses within the condensed consolidated statement of operations.

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.

Leases

In June 2024 we committed to a plan to abandon our office lease located at 99 Hudson St, New York, New York before the expiration of the lease term and relocate our corporate headquarters back to One World Trade Center. We recorded an impairment of operating lease right-of-use assets totaling $0.6 million during the nine months ended September 30, 2024 in connection with the abandonment of the former office space. This amount was recorded in general and administrative expenses within the condensed consolidated statement of operations.

In March 2023, we abandoned our office lease located at 26 Broadway, New York, New York, resulting in a reduction of $0.3 million to operating lease right-of-use assets and operating lease liabilities, respectively. On April 18, 2023, we entered into an agreement with our landlord that provided for an early termination of our office lease located at 26 Broadway, New York, New York.

Sublease income was $0.6 million for the nine months ended September 30, 2024. Sublease income was $0.6 million and $1.9 million for the three and nine months ended September 30, 2023, respectively. During the nine months ended September 30, 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.

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OLO INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

11.Net Loss per Share Attributable to Common Stockholders

A reconciliation of net loss available to common stockholders and the number of shares in the calculation of basic and diluted net loss per share is as follows (in thousands, except share and per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net loss attributable to Class A and Class B common stockholders	$	(3,635)	$	(11,759)	$	(262)	$	(42,541)
Denominator:
Weighted-average Class A and Class B common shares outstanding—basic	162,477,259		163,991,486		162,005,026		162,674,062
Dilutive effect of outstanding stock-based compensation awards	—		—		—		—
Weighted-average common shares outstanding—diluted	162,477,259		163,991,486		162,005,026		162,674,062

Net loss per share attributable to Class A and Class B common stockholders––basic	$	(0.02)	$	(0.07)	$	0.00	$	(0.26)
Net loss per share attributable to common stockholders—diluted	$	(0.02)	$	(0.07)	$	0.00	$	(0.26)

The following potential common shares were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Outstanding stock options	19,985,166	22,730,187	19,985,166	22,730,187
Outstanding RSUs and PSUs	9,290,750	10,404,528	9,290,750	10,404,528
Outstanding shares estimated to be purchased under ESPP	202,496	192,422	202,496	192,422
Total	29,478,412	33,327,137	29,478,412	33,327,137

12.Restructuring Charges

On September 20, 2024, we announced a reduction of our workforce by approximately 9% to reorganize our business to better focus our investments on customer needs and to support long-term growth objectives (“2024 Restructuring Plan”).

We incurred charges of $2.4 million in connection with the 2024 Restructuring Plan for the three and nine months ended September 30, 2024, consisting of the following: $2.0 million related to severance expense and payroll taxes and $0.4 million related to other employee benefits. These expenses are recorded within the restructuring charges line item in the condensed consolidated statement of operations.

The following table summarizes the restructuring liabilities, which are recorded in accrued expenses and other current liabilities on the condensed consolidated balance sheets, as of September 30, 2024 (in thousands):


Balance at January 1, 2024	$	—
Charges	2,396
Payments	(162)
Balance at September 30, 2024	$	2,234

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OLO INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The actions associated with the 2024 Restructuring Plan were fully completed during the three months ended September 30, 2024, and we do not expect to incur any material additional charges under this plan.

On June 14, 2023, we completed a reduction of our workforce by approximately 11% to reorganize our business to better focus our investments on customer needs and to support long-term growth objectives (“2023 Restructuring Plan”).

We incurred charges of $6.8 million in connection with the 2023 Restructuring Plan for the nine months ended September 30, 2023, consisting of the following: $4.5 million related to severance expense and payroll taxes, $1.7 million related to stock-based compensation expense due to the acceleration of equity awards, and $0.6 million related to other employee benefits. These expenses are recorded within the restructuring charges line item in the condensed consolidated statement of operations.

The following table summarizes the restructuring liabilities, which are recorded within accrued expenses and other current liabilities on the condensed consolidated balance sheets, as of September 30, 2023 (in thousands):


Balance at January 1, 2023	$	—
Charges	6,682
Payments	(2,726)
Balance at June 30, 2023	3,956
Charges	166
Payments	(4,004)
Balance at September 30, 2023	$	118

The actions associated with the 2023 Restructuring Plan were fully completed during the nine months ended September 30, 2023 and we do not expect to incur any material additional charges under this plan.

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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, 2023, filed with the Securities and Exchange Commission, or SEC, on February 21, 2024, 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 payment programs and enables them to collect, analyze, and act on data to drive more meaningful guest experiences. 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 two million orders per day, and more than 85 million guests have transacted on our platform over the last year. As of September 30, 2024, our customer base included over 700 restaurant brands, representing approximately 85,000 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 more than $26 billion during the year ended December 31, 2023, and gross payment volume, or GPV, which we define as the gross volume of payments processed through Olo Pay, has reached $1 billion during the year ended December 31, 2023. 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. At the same time, delivery service providers, or DSPs, and ordering aggregators have catalyzed digital demand, but pose new challenges for restaurant brands through lower long-term profitability, increased complexity, disintermediation of the restaurant’s direct relationship with the guest and, increasingly, directly competitive food offerings. 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 16% of total restaurant industry orders in 2023, according to data from Circana (formerly known as The NPD Group).

Our open SaaS platform is purpose-built to meet the complex needs of restaurants 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 solutions across three product suites:

•Order. A suite of solutions powering restaurant brands’ on-demand commerce operations, enabling digital ordering, delivery, and channel management;

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•Pay. A fully-integrated, frictionless payment platform, enabling restaurants to grow and protect their digital business through an improved guest payment experience, offering advanced fraud prevention designed to improve authorization rates for valid transactions, and increase basket conversion; and

•Engage. A suite of restaurant-centric marketing solutions optimizing Guest Lifetime Value, or LTV, by leveraging data to strengthen and enhance the restaurants’ direct guest relationships.

The key milestones in our corporate history are the following:

•2005: Olo Founder and CEO Noah Glass accepted $0.5 million in Series A funding to start Mobo.

•2010: We began rebranding as “Olo” and shifted our focus to enterprise customers.

•2015: We launched Dispatch, our first significant product extension.

•2017: We launched Rails and surpassed $1 billion in GMV.

•2021: We completed our IPO, executed our first acquisition, and surpassed $20 billion in GMV.

•2022: We announced commercial availability of Olo Pay, and surpassed $23 billion in GMV and $250 million in GPV.

•2023: We surpassed $26 billion in GMV and $1 billion in GPV.

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. To our knowledge, 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, 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 success, and deployment 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 exceeded 120% for the three months ended September 30, 2024. See the section below entitled “Key Factors Affecting Our Performance” for additional information on how we calculate dollar-based net revenue retention.

We refer to our business model as a transactional SaaS model, as it includes both subscription and transaction-based revenue streams, and we designed it to align with our customers’ success. Our model allows our customers to forego the cost of building, maintaining, and securing their own digital ordering and delivery platforms and to retain direct relationships with their guests while maximizing profitability. Our hybrid-pricing model provides us with a predictable revenue stream and enables us to further grow our revenue as our customers increase their digital order volume. We generate subscription revenue primarily from our Ordering, Switchboard, Kiosk, Catering, Virtual Brands, Sync, Guest Data Platform, or GDP, Marketing, Sentiment, and Host modules. 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 Dispatch, Rails, Network, Virtual Brands, and Olo Pay modules. In most cases, we also charge aggregators, channel partners, and other service providers in our ecosystem on a per transaction basis for access to our Rails and Dispatch modules.

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Key Factors Affecting Our Performance

Expand Within Our Existing Customer Base

Our large base of enterprise customers and transactional SaaS revenue model represent an opportunity for further revenue expansion from the sale of additional modules and the addition of new restaurant locations. A key factor to our success in executing our expansion strategy will be our ability to retain our existing and future restaurant customers. Our long-term, direct digital ordering contracts with our customers provide us the opportunity to form unique trusted partnerships with our restaurant brands, further enhancing our ability to satisfy and retain our customers. 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 performance.

One indication of our ability to grow within our customer base, through the development of our products that our customers value, is our average revenue per unit. 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. We believe this demonstrates our ability to grow within our customer base through the development of our products that our customers value. 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. As previously disclosed, Wingstop Inc. rolled out an initiative to develop their own technology solution in the second quarter of 2024, while continuing to use Olo’s API for Voice orders. The change to the Wingstop Inc. relationship has not been, and we believe will continue to not be, material to our business, results of operations, or financial condition.

The following summarizes our average revenue per unit and approximate number of active locations for the three months ended, or as of, each of the dates presented.


	Three Months Ended September 30,
	2024		2023
Average Revenue Per Unit	$	850	$	742
Ending Active Locations	85,000		78,000

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 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 revenue, defined as platform revenue, from the cohort of all active customers as of 12 months prior to such period-end, or the prior period revenue. 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 September 30, 2024, net revenue retention exceeded 120%. 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 Host.

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.

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Enable Higher Transaction Volume

Transaction revenue will continue to be an important source of our growth. We intend to continue to work with our existing restaurant customers to enable higher transaction volume at their locations that utilize our products. Higher transaction volumes may enable us to generate additional subscription and transaction revenue. As on-demand digital commerce grows to represent a larger share of total food consumption, we expect to significantly benefit from this secular trend as we capture a portion of this increased on-demand digital commerce order volume. Not only does our software create the opportunity to drive more orders for our customers, but we also expect the industry’s secular tailwinds to help increase transaction order volume as more guests order food through digital means, including on- and off-premise. As transaction volume increases, the subscription revenue we receive from certain subscription-based modules may also increase as customers subscribe for higher tier ordering packages to enable more transactions. Additionally, as we continue to expand our product offerings and improve our current software, we also believe that we may be able to increase our share of the transaction revenue that flows through our platform. Specifically, in February 2022, we announced the general availability of our payment solution, Olo Pay, which we believe can continue to increase our ability to generate transactional revenue. Our ability to increase transaction volume is dependent on, among other factors, macroeconomic conditions, as well as the continued shift to digital ordering for food consumption and our ability to capture a meaningful portion of that shift.

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 700 existing brands across approximately 85,000 active locations as of September 30, 2024. 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.

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 and requirements as a public company. For example, as Olo Pay continues to scale and we realize expanded Olo Pay adoption, we may experience increased processing and personnel-related costs. We expect our total operating expenses will increase over time and, in some cases, have short-term negative impacts on our operating margin. 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 further broaden our partnership group and build upon the integrations we currently offer. We plan to continue to invest and expand our ecosystem

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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. We intend to continue to invest in building functionality that further integrates our platform with additional third-party technology providers, which would expand our capabilities and facilitate the extension of our platform to new use cases and industry verticals. 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. We anticipate that our operating expenses will increase 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. A majority of our platform revenue is derived from our Order solutions, which consist of our Ordering, Dispatch, Rails, Switchboard, Network, Virtual Brands, Kiosk, Catering, and Sync modules. We also generate platform revenue from our Olo Pay module, which became commercially available during 2022, as well as from our Engage solutions, which consist of our GDP, Marketing, Sentiment, and Host modules.

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, 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. We expect platform cost of revenue to increase in absolute dollars in order to support additional customer and transaction volume growth on our platform.

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, sales and marketing expenses, and restructuring charges. 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. We anticipate investments in this area to increase on an absolute dollar basis, but to decrease as a percentage of revenue over time, as we balance growth initiatives and investments in innovative solutions to support our customers’ rapidly evolving needs.

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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 amortization of trademarks, travel-related expenses, and allocated overhead. We also incur additional general and administrative expenses as a result of operating as a public company. We expect that our general and administrative expenses will continue to grow on an absolute dollar basis while declining as a percentage of revenue as we continue to scale our operations over time.

Sales and Marketing

Sales and marketing expenses primarily consist of sales, marketing, and other personnel costs, commissions, general marketing, amortization of customer relationships, 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. We plan to continue to invest in sales and marketing by expanding our go-to-market activities, including sponsoring additional marketing events and trade shows. We expect our sales and marketing expenses to increase on an absolute dollar basis, but decline as a percentage of revenue, over time.

Restructuring Charges

Restructuring charges are comprised of severance costs, payroll taxes, benefits, and stock-based compensation expense associated with the accelerated vesting of equity awards. These charges were incurred as a result of our completed workforce reductions in the third quarter of 2024 and the second quarter of 2023.

Other Income, Net

Other income, 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 for Income Taxes

Provision for income taxes primarily relates to U.S. state income taxes where we conduct business.

Table Of Contents

Results of Operations

The following tables set forth our results of operations for the periods presented.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in thousands)
Revenue:
Platform	$	70,999	$	57,261	$	206,364	$	163,235
Professional services and other	854		533		2,504		2,050
Total revenue	71,853		57,794		208,868		165,285
Cost of revenue:
Platform (1)	32,081		22,203		90,197		59,537
Professional services and other (1)	763		1,026		2,549		3,220
Total cost of revenue	32,844		23,229		92,746		62,757
Gross Profit	39,009		34,565		116,122		102,528
Operating expenses:
Research and development (1)	17,170		18,035		51,126		56,806
General and administrative (1) (2)	15,130		21,307		36,550		56,986
Sales and marketing (1)	12,832		11,363		40,752		36,438
Restructuring charges (1)	2,396		166		2,396		6,848
Total operating expenses	47,528		50,871		130,824		157,078
Loss from operations	(8,519)		(16,306)		(14,702)		(54,550)
Other income, net:
Interest income	4,936		4,598		14,687		12,207
Interest expense	(14)		(43)		(98)		(165)
Other (expense) income	(1)		(1)		2		(1)
Total other income, net	4,921		4,554		14,591		12,041
Loss before income taxes	(3,598)		(11,752)		(111)		(42,509)
Provision for income taxes	37		7		151		32
Net loss	$	(3,635)	$	(11,759)	$	(262)	$	(42,541)

(1) Includes stock-based compensation expense as follows (in thousands):

Olo Inc. [OLO] Filings
10-Q	[2024-11-07]
10-Q	[2024-07-31]
10-Q	[2024-05-07]
10-K	[2024-02-21]
10-Q	[2023-11-06]
10-Q	[2023-08-01]
10-Q	[2023-05-09]
10-K	[2023-02-24]
10-Q	[2022-11-09]
10-Q	[2022-08-11]
10-Q	[2022-05-10]
10-K	[2022-02-25]
10-Q	[2021-11-09]
10-Q	[2021-08-10]
10-Q	[2021-05-12]
S-1	[2021-02-19]