Earnings release
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NEWS RELEASE Olo Announces Second Quarter 2025 Financial Results 2025-08-04 Revenue up 22%, ARPU up 12% Year-over-Year Entered into a De nitive Agreement to be Acquired by Thoma Bravo NEW YORK--(BUSINESS WIRE)-- Olo Inc. (NYSE:OLO) (“Olo” or the “Company”), a leading restaurant technology provider, today announced nancial results for the second quarter ended June 30, 2025. “Olo continued to execute in the second quarter, generating revenue and non-GAAP operating income that exceeded the high-end of their respective guidance ranges,” said Noah Glass, Olo’s Founder and CEO. “By partnering with Thoma Bravo, we believe we can build on our success to date and accelerate our vision of helping our customers create a world where every restaurant guest feels like a regular.” Second Quarter Financial and Other Highlights Total revenue increased 22% year-over-year to $85.7 million. Total platform revenue increased 21% year-over-year to $84.1 million. Gross pro t increased 10% year-over-year to $43.9 million, and was 51% of total revenue. Non-GAAP gross pro t increased 10% year-over-year to $48.8 million, and was 57% of total revenue. Operating loss was $2.7 million, or (3)% of total revenue, compared to operating income of $1.0 million, or 1% 1
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of total revenue, a year ago. Non-GAAP operating income was $13.1 million, or 15% of total revenue, compared to $7.6 million, or 11% of total revenue, a year ago. Net income was $1.6 million, or $0.01 per share, compared to a net income of $5.7 million, or $0.03 per share a year ago. Non-GAAP net income was $13.1 million, or $0.07 per share, compared to non-GAAP net income of $9.2 million or $0.05 per share a year ago. Cash, cash equivalents, and short- and long-term investments totaled $428.5 million as of June 30, 2025. Average revenue per unit (ARPU) increased 12% year-over-year to approximately $955. Dollar-based net revenue retention (NRR) was 114%. Ending active locations increased 9% year-over year to approximately 89,000, up approximately 1,000 from the quarter ended March 31, 2025. Borderless, Olo’s passwordless checkout feature, recently exceeded 19 million total accounts across more than 450 brands. Pending Acquisition by Thoma Bravo On July 3, 2025, the Company announced it had entered into a de nitive agreement (“Merger Agreement”) to be acquired by Thoma Bravo, a leading software investment rm, in an all-cash transaction valuing Olo at approximately $2.0 billion in equity value (the “Merger”). Under the terms of the agreement, Olo shareholders will receive $10.25 per share in cash, which represents a premium of 65% over Olo's share price of $6.20 as of April 30, 2025, the last trading day prior to media reports regarding a potential transaction. The transaction was unanimously approved by the Olo Board of Directors and is expected to close by the end of calendar year 2025, subject to customary closing conditions, including approval by Olo shareholders and the receipt of required regulatory approvals. The transaction is not subject to a nancing condition. Upon completion of the transaction, Olo common stock will no longer be listed on any public stock exchange. The Company will continue to operate under the Olo name and brand. Given the pending transaction, Olo will not be hosting an earnings conference call, is withdrawing its prior nancial guidance for scal year 2025, and is suspending its practice of providing nancial guidance. For further detail and discussion of our nancial performance, please refer to our Quarterly Report on Form 10-Q for the second scal quarter ended June 30, 2025. Available Information Olo announces material information to the public about the Company, its products and services, and other matters through a variety of means, including lings with the SEC, press releases, public conference calls, webcasts, the “Investor Relations” website at investors.olo.com, and the Company’s X (formerly Twitter) account @Olo in order to 2
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achieve broad, non-exclusionary distribution of information to the public and for complying with its disclosure obligations under Regulation FD. About Olo Olo (NYSE: OLO) is a leading restaurant technology provider with ordering, payment, and guest engagement solutions that help brands increase orders, streamline operations, and improve the guest experience. Each day, Olo processes millions of orders on its open SaaS platform, gathering the right data from each touchpoint into a single source—so restaurants can better understand and better serve every guest on every channel, every time. Over 750 restaurant brands trust Olo and its network of more than 400 integration partners to innovate on behalf of the restaurant community, accelerating technology’s positive impact and creating a world where every restaurant guest feels like a regular. Learn more at olo.com. Non-GAAP Financial Measures and Other Metrics Non-GAAP Financial Measures In this press release, we refer to non-GAAP nancial measures that are derived on the basis of methodologies other than in accordance with generally accepted accounting principles in the United States, or GAAP. We use non-GAAP nancial measures, as described below, in conjunction with nancial measures prepared in accordance with GAAP for planning purposes, including in the preparation of our annual operating budget, as a measure of our core operating results and the e ectiveness of our business strategy, and in evaluating our nancial performance. These measures provide consistency and comparability with past nancial performance as measured by such non-GAAP gures, facilitate period-to-period comparisons of core operating results, and assist shareholders in better evaluating us by presenting period-over-period operating results without the e ect of certain charges or bene ts that may not be consistent or comparable across periods or compared to other registrants’ similarly named non- GAAP nancial measures and key performance indicators. A reconciliation of these non-GAAP measures has been provided in the nancial statement tables included in this press release and investors are encouraged to review the reconciliation. Our use of non-GAAP nancial measures has limitations as an analytical tool, and these measures should not be considered in isolation or as a substitute for analysis of our nancial results as reported under GAAP. Because our non-GAAP nancial measures are not calculated in accordance with GAAP, they may not necessarily be comparable to similarly titled measures employed by other companies. The following are the non-GAAP nancial measures referenced in this press release and presented in the tables below: non-GAAP gross pro t (total and each line item, and total and each non-GAAP gross pro t item on a margin 3
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basis as a percentage of revenue), non-GAAP operating expenses (each line item and each non-GAAP operating expense item on a margin basis as a percentage of revenue), non-GAAP operating income (and on a margin basis as a percentage of revenue), non-GAAP net income (and on a per share basis), and free cash ow. We adjust our GAAP nancial measures for the following items to calculate one or more of our non-GAAP nancial measures (other than free cash ow): stock-based compensation expense (non-cash expense calculated by companies using a variety of valuation methodologies and subjective assumptions) and related payroll tax expense, certain litigation-related expenses, net of recoveries (which relate to legal and other professional fees associated with litigation-related matters that are not indicative of our core operations and are not part of our normal course of business), non-cash impairment charges, capitalized internal-use software and intangible amortization, and certain transaction costs associated with the Merger. We have included the tax impact of the non-GAAP adjustments in determining non-GAAP net income. We determined this amount by utilizing a federal rate plus a net state rate that excluded the impact of net operating losses, or NOLs, and valuation allowances to calculate a non- GAAP blended statutory rate, which we then applied to all non-GAAP adjustments. Management believes that it is useful to exclude certain non-cash charges and non-core operational charges from our non-GAAP nancial measures because: (1) the amount of such expenses in any speci c period may not directly correlate to the underlying performance of our business operations and we believe does not relate to ongoing operational performance; and (2) such expenses can vary signi cantly between periods. Free cash ow represents net cash provided by or used in operating activities, reduced by purchases of property and equipment and capitalization of internal-use software. Free cash ow is a measure used by management to understand and evaluate our liquidity and how it can be used to generate future growth. Free cash ow excludes items that we do not consider to be indicative of our liquidity and facilitates comparisons of our liquidity on a period-to-period basis. We believe providing free cash ow provides useful information to investors and others in understanding and evaluating the strength of our liquidity and future ability to generate cash that can be used for strategic opportunities or investing in our business from the perspective of our management and Board of Directors. Key Performance Indicators In addition, we also use the following key performance indicators to help us evaluate our business, identify trends a ecting the business, formulate business plans, and make strategic decisions. Average revenue per unit (ARPU): We calculate ARPU by dividing the total platform revenue in a given period by the average active locations in that same period. We believe ARPU is an important metric that demonstrates our ability to grow within our customer base through the development of products that our customers value. 4
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Dollar-based net revenue retention (NRR): We calculate NRR as of a period-end by starting with the revenue, de ned as platform revenue, from the cohort of all active customers as of 12 months prior to such period-end, or the prior period revenue. An active customer is a speci c restaurant brand that utilizes one or more of our modules in a given quarterly period. 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 NRR. We believe that NRR 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. Active locations: We de ne 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 de nition, active locations in any one quarter may not re ect (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. Gross merchandise volume (GMV): We de ne GMV as the gross value of orders processed through our platform. Gross payment volume (GPV): We de ne GPV as the gross volume of payments processed through Olo Pay. Our management uses GMV and GPV metrics to assess demand for our products. We also believe GMV and GPV provide investors with useful supplemental information about the nancial performance of our business, enable comparison of nancial 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. Forward-Looking Statements Statements we make in this press release include statements that are considered forward-looking within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act, which may be identi ed by the use of words such as “anticipates,” “believes,” “continue,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “outlook,” “seeks,” “should,” “will,” and similar terms or the negative of such terms. All statements other than statements of historical fact are forward-looking statements for purposes of this release. 5
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We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act and are making this statement for purposes of complying with those safe harbor provisions. These statements include, but are not limited to, statements about the consummation of the pending Merger, our future performance and growth and market opportunities, including new products and continued module adoption among new and existing customers, our business strategy, and our expectations regarding other nancial and operational metrics and advancements in our industry. Accordingly, actual results could di er materially or such uncertainties could cause adverse e ects on our results. Forward-looking statements are based upon various estimates and assumptions, as well as information known to us as of the date of this press release, and are subject to risks and uncertainties, including but not limited to: the risk that the pending Merger may not be completed in a timely manner or at all, which may adversely a ect the our business and the price of our common stock; the failure to satisfy any of the conditions to the consummation of the pending Merger, including the receipt of certain regulatory approvals; the failure to obtain stockholder approval; the occurrence of any fact, event, change, development or circumstance that could give rise to the termination of the Merger Agreement, including in circumstances requiring us to pay a termination fee; the e ect of the announcement or pendency of the pending Merger on our business relationships, operating results and business generally; risks that the pending Merger disrupts our current plans and operations; our ability to retain and hire key personnel and maintain relationships with key business partners and customers, and others with whom we do business, in light of the pending Merger; risks related to diverting management’s attention from our ongoing business operations; unexpected costs, charges or expenses resulting from the pending Merger; potential litigation relating to the pending Merger that could be instituted against the parties to the Merger Agreement or their respective directors, managers or o cers, including the e ects of any outcomes related thereto; continued availability of capital and nancing and rating agency actions; certain restrictions during the pendency of the Merger that may impact our ability to pursue certain business opportunities or strategic transactions; uncertainty as to the timing of completion of the pending Merger; the e ects of macroeconomic conditions, including in ation, changes in discretionary spending, uctuating interest rates, tari s, geopolitical instability, and overall market uncertainty; our ability to acquire new customers, have existing customers (including our emerging enterprise customers) adopt additional modules, and successfully retain existing customers; our ability to compete e ectively with existing competitors, new market entrants, and customers generally developing their own solutions to replace our products; our ability to develop and release new and successful products and services, and develop and release successful enhancements, features, and modi cations to our existing products and services; the growth of Olo Pay; the costs and success of our sales and marketing e orts, and our ability to promote our brand; our long and unpredictable sales cycles; our ability to identify, recruit, and retain skilled personnel; our ability to e ectively manage our growth, including any international expansion; our ability to realize the anticipated bene ts of past or future investments, strategic transactions, or acquisitions, and the risk that the integration of these acquisitions 6
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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 and our ability to expand our market opportunity; our actual or perceived failure to comply with our obligations related to data privacy, cybersecurity, and processing payment transactions; the impact of new and existing laws and regulations or changes in governmental policies on our business; changes to our strategic relationships with third parties; our reliance on a limited number of delivery service providers and aggregators; our ability to generate revenue from our product o erings and the e ects of uctuations in our level of customer spend retention; the durability of the growth we experienced in the past, guest preferences for digital ordering and customer adoption of multiple modules; public health crises; and other general market, political, economic, and business conditions. Actual results could di er materially from those predicted or implied, and reported results should not be considered an indication of future performance. Additionally, these forward-looking statements, particularly our guidance, involve risks, uncertainties, and assumptions, including those related to our customers’ spending decisions and guest ordering behavior. Signi cant variations from the assumptions underlying our forward-looking statements could cause our actual results to vary, and the impact could be signi cant. Additional risks and uncertainties that could a ect our nancial results and forward-looking statements are included under the caption “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 that will be led following this press release, our Annual Report on Form 10-K for the year ended December 31, 2024, and our other lings with the Securities and Exchange Commission (“SEC”), which are available on our “Investor Relations” website at investors.olo.com and on the SEC website at www.sec.gov. Undue reliance should not be placed on the forward-looking statements in this press release. All forward-looking statements contained herein are based on information available to us as of the date hereof, and we do not assume any obligation to update these statements as a result of new information or future events. Additional Information and Where to Find It In connection with the proposed transaction by and among the Company, a Delaware corporation, Project Hospitality Parent, LLC (“Parent”), a Delaware limited liability company, and Project Hospitality Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent, this communication is being made in respect of the pending Merger involving the Company and Parent. The Company led a preliminary proxy statement with the SEC on July 28, 2025, and will le with the SEC a de nitive proxy statement on Schedule 14A relating to its special meeting of stockholders and may le or furnish other documents with the SEC regarding the pending Merger. When completed, the de nitive proxy statement will be mailed to the Company’s stockholders. This document is not a substitute for the proxy statement or any other document which the Company may le with the SEC. INVESTORS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT REGARDING THE PENDING MERGER AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS 7
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OR SUPPLEMENTS TO THESE DOCUMENTS AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PENDING MERGER AND RELATED MATTERS. The de nitive proxy statement will be led with the SEC and mailed or otherwise made available to the Company’s stockholders. The Company’s stockholders may obtain free copies of the documents the Company les with the SEC from the SEC’s website at www.sec.gov or through the Investors portion of the Company’s website at investors.olo.com under the link “Financials” and then under the link “SEC Filings” or by contacting the Company’s Investor Relations by e-mail at InvestorRelations@olo.com. Participants in the Solicitation The Company and certain of its directors and executive o cers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the pending Merger. Information regarding the Company’s directors and executive o cers, including a description of their direct interests, by security holdings or otherwise, is contained in the Company’s proxy statement for its 2025 annual meeting of stockholders, which was led with the SEC on April 24, 2025. Other information regarding the participants in the proxy solicitation and a description of their interests will be contained in the proxy statement for the Company’s special meeting of stockholders and other relevant materials to be led with the SEC in respect of the pending Merger when they become available. These documents can be obtained free of charge from the sources indicated above. OLO INC.Condensed Consolidated Balance Sheets (Unaudited)(in thousands, except share and per share amounts)As of June 30, 2025 As of December 31, 2024ASSETSCurrent assets: Cash and cash equivalents $ 309,333$ 286,757Short-term investments 68,111 73,978Accounts receivable, net of expected credit losses of $4,649 and $4,592, respectively63,630 61,589Contract assets 997 892Deferred contract costs 5,899 5,635Prepaid expenses and other current assets21,749 19,470 Total current assets 469,719 448,321Property and equipment, net of accumulated depreciation and amortization of $26,847and $20,253, respectively 25,706 26,318Intangible assets, net of accumulated amortization of $14,112 and $12,205, respectively11,890 13,797Goodwill 207,781 207,781Contract assets, noncurrent 807 826Deferred contract costs, noncurrent 4,785 5,621Operating lease right-of-use assets 8,806 9,709Long-term investments 51,063 42,376Other assets, noncurrent 115 27 Total assets $ 780,672$ 754,776 LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent liabilities: Accounts payable $ 572 $ 1,431A d dth tlibiliti 54851 53894 8
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Accrued expenses and other current liabilities54,851 53,894Unearned revenue 3,121 1,869Operating lease liabilities, current 2,318 2,400 Total current liabilities 60,862 59,594Unearned revenue, noncurrent 410 375Operating lease liabilities, noncurrent 10,409 11,584Other liabilities, noncurrent — — Total liabilities 71,681 71,553 Stockholders’ equity: Class A common stock, $0.001 par value; 1,700,000,000 shares authorized at June 30,2025 and December 31, 2024; 120,334,155 and 115,635,624 shares issued andoutstanding at June 30, 2025 and December 31, 2024, respectively. Class B commonstock, $0.001 par value; 185,000,000 shares authorized at June 30, 2025 and December31, 2024; 48,653,295 and 50,307,240 shares issued and outstanding at June 30, 2025 andDecember 31, 2024, respectively 169 166Preferred stock, $0.001 par value; 20,000,000 shares authorized at June 30, 2025 andDecember 31, 2024 — —Additional paid-in capital 922,023 899,754Accumulated de cit (213,340) (216,726)Accumulated other comprehensive income139 29 Total stockholders’ equity 708,991 683,223 Total liabilities and stockholders’ equity$ 780,672$ 754,776 OLO INC.Condensed Consolidated Statements of Operations (Unaudited)(in thousands, except share and per share amounts)Three Months Ended June 30,Six Months Ended June 30, 2025202420252024 Revenue:Platform $ 84,146$ 69,600$ 163,377$ 135,365 Professional services and other 1,578 904 3,027 1,650 Total revenue 85,72470,504166,404137,015Cost of revenue:Platform 40,39929,78875,99558,116 Professional services and other 1,395 811 2,165 1,786 Total cost of revenue 41,79430,59978,16059,902 Gross pro t 43,93039,90588,24477,113Operating expenses:Research and development 17,61416,95734,72233,956General and administrative 16,1178,66431,90721,420 Sales and marketing 12,90313,30726,73527,920 Total operating expenses 46,63438,92893,36483,296 (Loss) income from operations (2,704) 977 (5,120) (6,183)Other income, net:Interest income 4,189 4,844 8,386 9,751Interest expense (22) (15) (37) (84) Other income, net 191 — 313 3 Total other income, net 4,358 4,829 8,662 9,670 Income before income taxes 1,654 5,806 3,542 3,487 Provision for income taxes 74 77 156 114 Net income $ 1,580$ 5,729$ 3,386$ 3,373 Net income per share attributable to Class A and Class B common stockholders: Basic $ 0.01$ 0.04$ 0.02$ 0.02 Diluted $ 0.01$ 0.03$ 0.02$ 0.02 Weighted-average Class A and Class B common shares outstanding: Basic 167,729,828161,197,680167,034,720161,766,287 Diluted 182,233,957170,472,824180,434,976171,608,366 9
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OLO INC.Condensed Consolidated Statements of Cash Flows (Unaudited)(in thousands) Six Months Ended June 30, 20252024 Operating activities Net income $ 3,386$ 3,373Adjustments to reconcile net loss to net cash provided by (used in) operating activities:Depreciation and amortization 8,528 6,589Stock-based compensation 18,67521,256Provision for expected credit losses 931 3,265Non-cash lease expense 903 1,320Non-cash impairment charges — 1,079Other non-cash operating activities, net (282) (1,221)Changes in operating assets and liabilities:Accounts receivable (2,972) 6,800Contract assets (86) (628)Prepaid expenses and other current and noncurrent assets(2,366) (7,827)Deferred contract costs 571 (369)Accounts payable (858) 1,904Accrued expenses and other current liabilities926 (10,596)Operating lease liabilities (1,257) (1,400)Unearned revenue 1,287 722Other liabilities, noncurrent — (109) Net cash provided by operating activities 27,38624,158 Investing activities Purchases of property and equipment (402) (367)Capitalized internal-use software (4,855) (6,831)Purchases of investments (69,187) (60,498)Sales and maturities of investments 66,76054,064 Net cash used in investing activities (7,684) (13,632) Financing activities Cash received for employee payroll tax withholdings5,994 3,316Cash paid for employee payroll tax withholdings(5,964) (3,282)Proceeds from exercise of stock options and purchases under the employee stock purchase plan2,844 2,842Repurchase of common stock — (22,181) Net cash provided by (used in) nancing activities2,874(19,305) Net increase (decrease) in cash and cash equivalents22,576(8,779)Cash and cash equivalents, beginning of period286,757278,218 Cash and cash equivalents, end of period $ 309,333$ 269,439 OLO INC.Reconciliation of GAAP to Non-GAAP Results (Unaudited) (in thousands, except for percentages and share and per share amounts)Three Months Ended June 30,Six Months Ended June 30, 2025202420252024 Gross pro t and gross margin reconciliation: Platform gross pro t, GAAP $ 43,747$ 39,812$ 87,382$ 77,249Plus: Stock-based compensation expense and related payroll tax expense957 1,339 1,975 2,898Plus: Capitalized internal-use software and intangible amortization3,818 3,010 7,579 5,649 Platform gross pro t, non-GAAP48,52244,16196,93685,796Services gross pro t, GAAP 183 93 862 (136)Plus: Stock-based compensation expense and related payroll tax expense84 54 164 183 Services gross pro t, non-GAAP 267 147 1,026 47Total gross pro t, GAAP 43,93039,90588,24477,113Total gross pro t, non-GAAP 48,78944,30897,96285,843Platform gross margin, GAAP 52% 57% 53% 57%Platform gross margin, non-GAAP58% 63% 59% 63%Services gross margin, GAAP 12% 10% 28% (8)%Services gross margin, non-GAAP17% 16% 34% 3%Total gross margin, GAAP 51% 57% 53% 56%Total gross margin, non-GAAP 57% 63% 59% 63% 10
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Three Months Ended June 30,Six Months Ended June 30, 2025202420252024 Sales and marketing reconciliation: Sales and marketing, GAAP $ 12,903$ 13,307$ 26,735$ 27,920Less: Stock-based compensation expense and related payroll tax expense1,490 1,568 3,101 3,125Less: Intangible amortization 341 342 683 683 Sales and marketing, non-GAAP11,07211,39722,95124,112Sales and marketing as % total revenue, GAAP15% 19% 16% 20%Sales and marketing as % total revenue, non-GAAP13% 16% 14% 18% Three Months Ended June 30,Six Months Ended June 30, 2025202420252024 Research and development reconciliation: Research and development, GAAP$ 17,614$ 16,957$ 34,722$ 33,956Less: Stock-based compensation expense and related payroll tax expense2,282 2,743 4,488 5,877Less: Non-cash capitalized software impairment— 517 — 517 Research and development, non-GAAP15,33213,69730,23427,562Research and development as % total revenue, GAAP21% 24% 21% 25%Research and development as % total revenue, non-GAAP18% 19% 18% 20% OLO INC.Reconciliation of GAAP to Non-GAAP Results (Unaudited) (in thousands, except for percentages and share and per share amounts)Three Months Ended June 30,Six Months Ended June 30, 2025202420252024 General and administrative reconciliation: General and administrative, GAAP$ 16,117$ 8,664$ 31,907$ 21,420Less: Stock-based compensation expense and related payroll tax expense4,836 4,923 9,753 9,672Less: Certain litigation-related expenses, net of recoveries— (8,462) — (9,834)Less: Non-cash impairment charge associated with corporate headquarters— 563 — 563Less: Intangible amortization — 40 8 81Less: Transaction costs 1,986 — 1,986 — General and administrative, non-GAAP9,295 11,60020,16020,938General and administrative as % total revenue, GAAP19% 12% 19% 16%General and administrative as % total revenue, non-GAAP11% 16% 12% 15% Three Months Ended June 30,Six Months Ended June 30, 2025202420252024 Operating income (loss) reconciliation: Operating loss, GAAP $ (2,704) $ 977$ (5,120) $ (6,183)Plus: Stock-based compensation expense and related payroll tax expense9,649 10,62719,48121,755Plus: Certain litigation-related expenses, net of recoveries— (8,462) — (9,834)Plus: Non-cash impairment charge associated with corporate headquarters— 563 — 563Plus: Non-cash capitalized internal-use software impairment— 517 — 517Plus: Capitalized internal-use software and intangible amortization4,159 3,392 8,270 6,413Plus: Transaction costs 1,986 — 1,986 — Operating income, non-GAAP 13,0907,61424,61713,231O ti i GAAP (3)% 1% (3)% (5)% 11
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Operating margin, GAAP (3)% 1% (3)% (5)%Operating margin, non-GAAP 15% 11% 15% 10% OLO INC.Reconciliation of GAAP to Non-GAAP Results (Unaudited) (in thousands, except percentages and share and per share amounts)Three Months Ended June 30,Six Months Ended June 30, 2025202420252024 Net income (loss) reconciliation: Net income, GAAP $ 1,580$ 5,729$ 3,386$ 3,373Plus: Stock-based compensation expense and related payroll tax expense9,64910,62719,48121,755Plus: Certain litigation-related expenses, net of recoveries— (8,462) — (9,834)Plus: Non-cash impairment charge associated with corporate headquarters— 563 — 563Plus: Non-cash capitalized internal-use software impairment— 517 — 517Plus: Capitalized internal-use software and intangible amortization4,159 3,392 8,270 6,413Plus: Transaction costs 1,986 — 1,986 — Less: Tax impact of non-GAAP adjustments(4,300) (3,207) (8,225) (5,806) Net income, non-GAAP 13,0749,15924,89816,981Fully diluted net income (loss) per share attributable to Class A and Class Bcommon stockholders, GAAP $ 0.01$ 0.03$ 0.02$ 0.02 Fully diluted weighted average Class A and Class B common shares outstanding,GAAP 182,233,957170,472,824180,434,976171,608,366 Fully diluted net income per share attributable to Class A and Class B commonstockholders, non-GAAP $ 0.07$ 0.05$ 0.14$ 0.10 Fully diluted Class A and Class B common shares outstanding, non-GAAP182,233,957170,472,824180,434,976171,608,366 ________________________(1) We utilized a federal rate plus a net state rate that excluded the impact of NOLs and valuation allowances to calculate our non-GAAP blendedstatutory rate of 25.18% and 25.85% for the six months ended June 30, 2025 and 2024, respectively. OLO INC.Non-GAAP Free Cash Flow (Unaudited) (in thousands)Three Months Ended June 30,Six Months Ended June 30, 2025202420252024 Net cash provided by (used in) operating activities$ 26,838$ 18,131$ 27,386$ 24,158Purchase of property and equipment(309) (299) (402) (367) Capitalized internal-use software (2,499) (3,682) (4,855) (6,831) Non-GAAP free cash ow $ 24,030$ 14,150$ 22,129$ 16,960 Media Olo@icrinc.com Investor Relations InvestorRelations@olo.com Source: Olo Inc. (1) 12