filings.toolsItem 1. Financial Statements
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Item 1. Financial Statements
DOORDASH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share amounts which are reflected in thousands, and per share data)
(Unaudited)
| December 31, 2023 | March 31, 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 2,656 | $ | 3,124 | |||||||
| Short-term marketable securities | 1,422 | 1,366 | |||||||||
| Funds held at payment processors | 356 | 394 | |||||||||
| Accounts receivable, net | 533 | 546 | |||||||||
| Prepaid expenses and other current assets | 630 | 700 | |||||||||
| Total current assets | 5,597 | 6,130 | |||||||||
| Long-term restricted cash | 11 | 12 | |||||||||
| Long-term marketable securities | 583 | 646 | |||||||||
| Operating lease right-of-use assets | 436 | 448 | |||||||||
| Property and equipment, net | 712 | 705 | |||||||||
| Intangible assets, net | 659 | 621 | |||||||||
| Goodwill | 2,432 | 2,386 | |||||||||
| Non-marketable equity securities | 46 | 46 | |||||||||
| Other assets | 363 | 456 | |||||||||
| Total assets | $ | 10,839 | $ | 11,450 | |||||||
| Liabilities, Redeemable Non-controlling Interests and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 216 | $ | 203 | |||||||
| Operating lease liabilities | 68 | 64 | |||||||||
| Accrued expenses and other current liabilities | 3,126 | 3,476 | |||||||||
| Total current liabilities | 3,410 | 3,743 | |||||||||
| Operating lease liabilities | 454 | 483 | |||||||||
| Other liabilities | 162 | 214 | |||||||||
| Total liabilities | 4,026 | 4,440 | |||||||||
| Commitments and contingencies (Note 7) | |||||||||||
| Redeemable non-controlling interests | 7 | 11 | |||||||||
| Stockholders’ equity: | |||||||||||
| Common stock, $0.00001 par value, 6,000,000 Class A shares authorized as of December 31, 2023 and March 31, 2024, 375,987 and 381,270 Class A shares issued and outstanding as of December 31, 2023 and March 31, 2024, respectively; 200,000 Class B shares authorized as of December 31, 2023 and March 31, 2024, 27,241 and 27,242 Class B shares issued and outstanding as of December 31, 2023 and March 31, 2024, respectively; 2,000,000 Class C shares authorized as of December 31, 2023 and March 31, 2024, zero Class C shares issued and outstanding as of December 31, 2023 and March 31, 2024 | — | — | |||||||||
| Additional paid-in capital | 11,887 | 12,177 | |||||||||
| Accumulated other comprehensive income (loss) | 73 | (1) | |||||||||
| Accumulated deficit | (5,154) | (5,177) | |||||||||
| Total stockholders’ equity | 6,806 | 6,999 | |||||||||
| Total liabilities, redeemable non-controlling interests and stockholders’ equity | $ | 10,839 | $ | 11,450 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
DOORDASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except share amounts which are reflected in thousands, and per share data)
(Unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2023 | 2024 | ||||||||||||||||||||||
| Revenue | $ | 2,035 | $ | 2,513 | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of revenue, exclusive of depreciation and amortization shown separately below | 1,069 | 1,330 | |||||||||||||||||||||
| Sales and marketing | 496 | 504 | |||||||||||||||||||||
| Research and development | 231 | 279 | |||||||||||||||||||||
| General and administrative | 285 | 319 | |||||||||||||||||||||
| Depreciation and amortization | 123 | 142 | |||||||||||||||||||||
| Restructuring charges | 2 | — | |||||||||||||||||||||
| Total costs and expenses | 2,206 | 2,574 | |||||||||||||||||||||
| Loss from operations | (171) | (61) | |||||||||||||||||||||
| Interest income, net | 27 | 45 | |||||||||||||||||||||
| Other expense, net | (1) | (2) | |||||||||||||||||||||
| Loss before income taxes | (145) | (18) | |||||||||||||||||||||
| Provision for income taxes | 17 | 7 | |||||||||||||||||||||
| Net loss including redeemable non-controlling interests | (162) | (25) | |||||||||||||||||||||
| Less: net loss attributable to redeemable non-controlling interests | (1) | (2) | |||||||||||||||||||||
| Net loss attributable to DoorDash, Inc. common stockholders | $ | (161) | $ | (23) | |||||||||||||||||||
| Net loss per share attributable to DoorDash, Inc. common stockholders, basic and diluted | $ | (0.41) | $ | (0.06) | |||||||||||||||||||
| Weighted-average number of shares outstanding used to compute net loss per share attributable to DoorDash, Inc. common stockholders, basic and diluted | 390,397 | 405,482 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
DOORDASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in millions)
(Unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2023 | 2024 | ||||||||||||||||||||||
| Net loss including redeemable non-controlling interests | $ | (162) | $ | (25) | |||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Change in foreign currency translation adjustments | 42 | (70) | |||||||||||||||||||||
| Change in unrealized gains and losses on marketable securities | 9 | (4) | |||||||||||||||||||||
| Total other comprehensive income (loss) | 51 | (74) | |||||||||||||||||||||
| Comprehensive loss including redeemable non-controlling interests | (111) | (99) | |||||||||||||||||||||
| Less: Comprehensive loss attributable to redeemable non-controlling interests | (1) | (2) | |||||||||||||||||||||
| Comprehensive loss attributable to DoorDash, Inc. common stockholders | $ | (110) | $ | (97) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
DOORDASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND STOCKHOLDERS' EQUITY
(in millions, except share amounts which are reflected in thousands)
(Unaudited)
| Redeemable Non-Controlling Interests | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| Balances as of December 31, 2022 | $ | 14 | 391,471 | $ | — | $ | 10,633 | $ | (3,846) | $ | (33) | $ | 6,754 | ||||||||||||||||||||||||||||||||||
| Issuance of common stock upon settlement of restricted stock units | — | 3,322 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of stock options | — | 1,724 | — | 2 | — | — | 2 | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | 265 | — | — | 265 | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | 51 | 51 | ||||||||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common stock | — | (6,761) | — | — | (393) | — | (393) | ||||||||||||||||||||||||||||||||||||||||
| Net loss | (1) | — | — | — | (161) | — | (161) | ||||||||||||||||||||||||||||||||||||||||
| Balances as of March 31, 2023 | $ | 13 | 389,756 | $ | — | $ | 10,900 | $ | (4,400) | $ | 18 | $ | 6,518 | ||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
DOORDASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND STOCKHOLDERS' EQUITY
(in millions, except share amounts which are reflected in thousands)
(Unaudited)
| Redeemable Non-Controlling Interests | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| Balances as of December 31, 2023 | $ | 7 | 403,228 | $ | — | $ | 11,887 | $ | (5,154) | $ | 73 | $ | 6,806 | ||||||||||||||||||||||||||||||||||
| Issuance of common stock upon settlement of restricted stock units | — | 3,710 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of stock options | — | 1,574 | — | 1 | — | — | 1 | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | 289 | — | — | 289 | ||||||||||||||||||||||||||||||||||||||||
| Recognition of redeemable non-controlling interest upon additional capital investment | 6 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | (74) | (74) | ||||||||||||||||||||||||||||||||||||||||
| Net loss | (2) | — | — | — | (23) | — | (23) | ||||||||||||||||||||||||||||||||||||||||
| Balances as of March 31, 2024 | $ | 11 | 408,512 | $ | — | $ | 12,177 | $ | (5,177) | $ | (1) | $ | 6,999 | ||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
DOORDASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2023 | 2024 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net loss including redeemable non-controlling interests | $ | (162) | $ | (25) | |||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 123 | 142 | |||||||||
| Stock-based compensation | 230 | 252 | |||||||||
| Reduction of operating lease right-of-use assets and accretion of operating lease liabilities | 32 | 26 | |||||||||
| Other | 4 | 14 | |||||||||
| Changes in assets and liabilities: | |||||||||||
| Funds held at payment processors | 151 | (41) | |||||||||
| Accounts receivable, net | 17 | (18) | |||||||||
| Prepaid expenses and other current assets | (75) | (22) | |||||||||
| Other assets | (8) | (49) | |||||||||
| Accounts payable | 61 | (12) | |||||||||
| Accrued expenses and other current liabilities | 51 | 306 | |||||||||
| Payments for operating lease liabilities | (32) | (27) | |||||||||
| Other liabilities | 5 | 7 | |||||||||
| Net cash provided by operating activities | 397 | 553 | |||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of property and equipment | (39) | (17) | |||||||||
| Capitalized software and website development costs | (42) | (49) | |||||||||
| Purchases of marketable securities | (434) | (529) | |||||||||
| Maturities of marketable securities | 504 | 528 | |||||||||
| Sales of marketable securities | 2 | 4 | |||||||||
| Other investing activities | (1) | (9) | |||||||||
| Net cash used in investing activities | (10) | (72) | |||||||||
| Cash flows from financing activities | |||||||||||
| Proceeds from exercise of stock options | 2 | 1 | |||||||||
| Repurchase of common stock | (392) | — | |||||||||
| Other financing activities | — | 6 | |||||||||
| Net cash provided by (used in) financing activities | (390) | 7 | |||||||||
| Foreign currency effect on cash, cash equivalents, and restricted cash | 1 | (13) | |||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | (2) | 475 | |||||||||
| Cash, cash equivalents, and restricted cash | |||||||||||
| Cash, cash equivalents, and restricted cash, beginning of period | 2,188 | 2,772 | |||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | 2,186 | $ | 3,247 | |||||||
| Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets | |||||||||||
| Cash and cash equivalents | $ | 1,833 | $ | 3,124 | |||||||
| Restricted cash included in prepaid expenses and other current assets | 75 | 111 | |||||||||
| Long-term restricted cash | 278 | 12 | |||||||||
| Total cash, cash equivalents, and restricted cash | $ | 2,186 | $ | 3,247 | |||||||
| Non-cash investing and financing activities | |||||||||||
| Purchases of property and equipment not yet settled | $ | 27 | $ | 16 | |||||||
| Stock-based compensation included in capitalized software and website development costs | $ | 35 | $ | 37 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
DOORDASH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Organization and Description of Business
DoorDash, Inc. (the “Company”) is incorporated in Delaware with headquarters in San Francisco, California. The Company operates a local commerce platform that enables local businesses to address consumers’ expectations of ease and immediacy and thrive in today’s convenience economy.
The Company operates a local commerce platform that connects merchants, consumers, and Dashers. The Company's primary offerings are the DoorDash Marketplace and the Wolt Marketplace (together, the "Marketplaces"), which together operate in over 30 countries across the globe. The Marketplaces provide a suite of services that enable merchants to establish an online presence, generate demand, seamlessly transact with consumers, and fulfill orders primarily through independent contractors who use the Company’s platform to deliver orders (“Dashers”). As part of the Marketplaces, the Company also offers Pickup, which allows consumers to place advance orders, skip lines, and pick up their orders conveniently with no consumer fees, as well as DoorDash for Business, which provides merchants on the Company’s platform with large group orders and catering orders for businesses and events. The DoorDash Marketplace also includes DashPass and the Wolt Marketplace includes Wolt+. DashPass and Wolt+ are the Company’s membership products, which provide members with unlimited access to eligible merchants with zero delivery fees and reduced service fees on eligible orders.
In addition to the Marketplaces, the Company offers Platform Services, which primarily includes DoorDash Drive and Wolt Drive (together, "Drive"), which are white-label delivery fulfillment services that enable merchants that have generated consumer demand through their own channels to fulfill this demand using the Company’s platform. Platform Services also includes DoorDash Storefront ("Storefront"), which enables merchants to create their own branded online ordering experience, providing them with a turnkey solution to offer consumers on-demand access to e-commerce without investing in in-house engineering or fulfillment capabilities, and Bbot, which offers merchants solutions for their in-store and online channels, including in-store digital ordering and payments.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and entities consolidated under the variable interest entity model, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the requirements of the U.S. Securities and Exchange Commission (the “SEC”) for interim reporting. All intercompany balances and transactions have been eliminated in consolidation.
These unaudited condensed consolidated interim financial statements reflect all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. They should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Interim results are not necessarily indicative of the results for a full year.
Use of Estimates
The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include, but are not limited to, revenue recognition, allowances for credit losses, gift card breakage, estimated useful lives of property and equipment, capitalized software and website development costs, intangible assets, valuation of stock-based compensation, valuation of investments and other financial instruments including valuation of investments without readily determinable fair values, valuation of acquired intangible assets and goodwill, the incremental borrowing rate applied in lease accounting, insurance reserves, loss contingencies, and income and indirect taxes. Actual results could differ from these estimates.
Significant Accounting Policies
There have been no material changes to the Company's significant accounting policies from its Annual Report on Form 10-K for the year ended December 31, 2023.
Recent Accounting Pronouncements Issued
In November 2023, the Financial Accounting Standards Board (“FASB") issued Accounting Standards Update No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements. ASU 2023-07 expands segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. Additionally, the amendments require disclosure of the title and position of the Chief Operating Decision Maker ("CODM") and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment. This ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company will apply the guidance starting with its consolidated financial statements included in the Annual Report on Form 10-K for the year ending December 31, 2024.
3. Revenue
Disaggregated Revenue Information
All revenue recognized during the periods presented was related to the Company's core business, which is primarily comprised of the Company's Marketplaces and Platform Services.
Revenue by geographic area is determined based on the address of the merchant, or in the case of the Company's membership products, the address of the consumer. Revenue by geographic area was as follows (in millions):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2023 | 2024 | ||||||||||||||||||||||
| United States | $ | 1,846 | $ | 2,222 | |||||||||||||||||||
| International | 189 | 291 | |||||||||||||||||||||
| Total revenue | $ | 2,035 | $ | 2,513 |
Contract Liabilities
The timing of revenue recognition may differ from the timing of invoicing to or collections from customers. The Company’s contract liabilities balance, which is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets, is primarily comprised of unredeemed gift cards, prepayments received from consumers and merchants, certain consumer credits as well as other transactions for which the revenue is recognized over time. A summary of activities related to contract liabilities for the three months ended March 31, 2024 was as follows (in millions):
| Three Months Ended March 31, 2024 | |||||
| Beginning balance | $ | 308 | |||
| Addition to contract liabilities | 606 | ||||
| Reduction of contract liabilities(1)(2) | (622) | ||||
| Ending balance | $ | 292 |
(1) Gift cards and certain consumer credits can be redeemed through the Marketplaces. When they are redeemed, revenue is recognized on a net basis as the difference between the amounts collected from consumers less amounts remitted to merchants and Dashers for those transactions. Therefore, the amount recognized as revenue related to the reduction of gift cards and certain consumer credits is less than the amount presented in the table above. Net revenue associated with gift cards and certain consumer credits is not tracked by the Company as it is impracticable to do so.
(2) Included in the beginning balance of contract liabilities was $181 million associated with unearned prepayments received by the Company, of which $98 million was recognized as revenue during the three months ended March 31, 2024. The ending balance of unearned prepayments is expected to be recognized as revenue in 12 months or less.
Deferred Contract Costs
Deferred contract costs represent direct and incremental costs incurred to acquire or fulfill the Company’s contracts, consisting of sales commissions and costs related to merchant onboarding, which the Company expects to recover. Deferred contract costs are amortized on a straight-line basis over the expected period of benefit, which the Company determined by considering historical attrition rates and other factors. Deferred contract costs are recorded in prepaid expenses and other current assets and other assets on the condensed consolidated balance sheets. Amortization of deferred contract costs related to sales commissions is recognized in sales and marketing expense and amortization of deferred contract costs related to merchant onboarding is recognized in cost of revenue, exclusive of depreciation and amortization in the condensed consolidated statements of operations. A summary of activities related to deferred contract costs was as follows (in millions):
| Three Months Ended March 31, | |||||||||||
| 2023 | 2024 | ||||||||||
| Beginning balance | $ | 100 | $ | 137 | |||||||
| Addition to deferred contract costs | 17 | 18 | |||||||||
| Amortization of deferred contract costs | (10) | (14) | |||||||||
| Ending balance | $ | 107 | $ | 141 | |||||||
| Deferred contract costs, current | $ | 39 | $ | 54 | |||||||
| Deferred contract costs, non-current | 68 | 87 | |||||||||
| Total deferred contract costs | $ | 107 | $ | 141 |
Allowance for Credit Losses
The allowance for credit losses related to accounts receivable and changes were as follows (in millions):
| Three Months Ended March 31, | |||||||||||
| 2023 | 2024 | ||||||||||
| Beginning balance | $ | 20 | $ | 17 | |||||||
| Current-period provision for expected credit losses | — | 3 | |||||||||
| Write-offs charged against the allowance | (3) | (1) | |||||||||
| Ending balance | $ | 17 | $ | 19 |
4. Goodwill and Intangible Assets, Net
The changes in the carrying amount of goodwill during the three months ended March 31, 2024 were as follows (in millions):
| Total | ||||||||
| Balance as of December 31, 2023 | $ | 2,432 | ||||||
| Effects of foreign currency translation | (46) | |||||||
| Balance as of March 31, 2024 | $ | 2,386 |
Intangible assets, net consisted of the following as of December 31, 2023 (in millions):
| Weighted-average Remaining Useful Life (in years) | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | ||||||||||||||||||||
| Existing technology | 4.3 | $ | 241 | $ | (117) | $ | 124 | ||||||||||||||||
| Merchant relationships | 9.1 | 302 | (56) | 246 | |||||||||||||||||||
| Courier relationships | — | 12 | (12) | — | |||||||||||||||||||
| Customer relationships | 1.4 | 123 | (69) | 54 | |||||||||||||||||||
| Trade name and trademarks | 8.4 | 286 | (51) | 235 | |||||||||||||||||||
| Balance as of December 31, 2023 | $ | 964 | $ | (305) | $ | 659 |
Intangible assets, net consisted of the following as of March 31, 2024 (in millions):
| Weighted-average Remaining Useful Life (in years) | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | ||||||||||||||||||||
| Existing technology | 4.1 | $ | 236 | $ | (123) | $ | 113 | ||||||||||||||||
| Merchant relationships | 8.9 | 295 | (62) | 233 | |||||||||||||||||||
| Customer relationships | 1.2 | 120 | (77) | 43 | |||||||||||||||||||
| Trade name and trademarks | 8.1 | 279 | (57) | 222 | |||||||||||||||||||
| Assembled workforce in asset acquisition | 3.0 | 10 | — | 10 | |||||||||||||||||||
| Balance as of March 31, 2024 | $ | 940 | $ | (319) | $ | 621 |
Amortization expense associated with intangible assets was $33 million and $31 million for the three months ended March 31, 2023 and 2024, respectively.
The estimated future amortization expense of intangible assets as of March 31, 2024 is as follows (in millions):
| Year Ending December 31, | Amortization Expense | |||||||
| Remainder of 2024 | $ | 94 | ||||||
| 2025 | 101 | |||||||
| 2026 | 83 | |||||||
| 2027 | 79 | |||||||
| 2028 | 63 | |||||||
| Thereafter | 201 | |||||||
| Total estimated future amortization expense | $ | 621 |
5. Fair Value Measurements
Assets Measured at Fair Value on a Recurring Basis
The following tables set forth the Company’s cash equivalents and marketable securities that were measured at fair value on a recurring basis by level within the fair value hierarchy (in millions):
| December 31, 2023 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Cash equivalents | |||||||||||||||||||||||
| Money market funds | $ | 1,349 | $ | — | $ | — | $ | 1,349 | |||||||||||||||
| U.S. Treasury securities | — | 35 | — | 35 | |||||||||||||||||||
| Short-term marketable securities | |||||||||||||||||||||||
| Certificates of deposit | — | 38 | — | 38 | |||||||||||||||||||
| Commercial paper | — | 216 | — | 216 | |||||||||||||||||||
| Corporate bonds | — | 289 | — | 289 | |||||||||||||||||||
| U.S. government agency securities | — | 162 | — | 162 | |||||||||||||||||||
| U.S. Treasury securities | — | 717 | — | 717 | |||||||||||||||||||
| Long-term marketable securities | |||||||||||||||||||||||
| Corporate bonds | — | 383 | — | 383 | |||||||||||||||||||
| U.S. government agency securities | — | 55 | — | 55 | |||||||||||||||||||
| U.S. Treasury securities | — | 145 | — | 145 | |||||||||||||||||||
| Total | $ | 1,349 | $ | 2,040 | $ | — | $ | 3,389 |
| March 31, 2024 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Cash equivalents | |||||||||||||||||||||||
| Money market funds | $ | 1,914 | $ | — | $ | — | $ | 1,914 | |||||||||||||||
| Commercial paper | — | 6 | — | 6 | |||||||||||||||||||
| Corporate bonds | — | 3 | — | 3 | |||||||||||||||||||
| U.S. Treasury securities | — | 30 | — | 30 | |||||||||||||||||||
| Short-term marketable securities | |||||||||||||||||||||||
| Certificates of deposit | — | 46 | — | 46 | |||||||||||||||||||
| Commercial paper | — | 235 | — | 235 | |||||||||||||||||||
| Corporate bonds | — | 271 | — | 271 | |||||||||||||||||||
| U.S. government agency securities | — | 63 | — | 63 | |||||||||||||||||||
| U.S. Treasury securities | — | 751 | — | 751 | |||||||||||||||||||
| Long-term marketable securities | |||||||||||||||||||||||
| Corporate bonds | — | 450 | — | 450 | |||||||||||||||||||
| U.S. government agency securities | — | 56 | — | 56 | |||||||||||||||||||
| U.S. Treasury securities | — | 140 | — | 140 | |||||||||||||||||||
| Total | $ | 1,914 | $ | 2,051 | $ | — | $ | 3,965 |
The fair value of the Company’s Level 1 financial instruments is based on quoted market prices for identical instruments in active markets. The fair value of the Company’s Level 2 fixed income securities is obtained from independent pricing services, which may use quoted market prices for identical or comparable instruments in less active markets or model driven valuations using observable market data or inputs corroborated by observable market data.
Assets Measured at Fair Value on a Non-Recurring Basis
The Company’s non-marketable equity securities accounted for using the measurement alternative are recorded at fair value on a non-recurring basis. When indicators of impairment exist or observable price changes in a same or similar security from the same issuer occur, the respective non-marketable equity security would be classified within Level 3 of the fair value hierarchy because the valuation methods include a combination of the observable transaction price at the transaction date and other unobservable inputs.
In the three months ended March 31, 2023 and 2024, the Company did not record any upward or downward adjustments or impairments on its non-marketable equity securities.
Estimating the fair value of the Company’s investments in non-marketable equity securities requires the use of estimates and judgments. Changes in estimates and judgments could result in different estimates of fair value and future adjustments.
The following table summarizes the carrying value of the Company's non-marketable equity securities as of December 31, 2023 and March 31, 2024, including impairments and cumulative upward and downward adjustments made to the initial cost basis of the securities, which were recorded in other expense, net in the condensed consolidated statements of operations during the period in which they were incurred (in millions):
| December 31, 2023 | March 31, 2024 | ||||||||||
| Initial cost basis | $ | 450 | $ | 450 | |||||||
| Upward adjustments | 9 | 9 | |||||||||
| Downward adjustments (including impairment) | (413) | (413) | |||||||||
| Total carrying value at the end of reporting period | $ | 46 | $ | 46 |
6. Balance Sheet Components
Cash Equivalents and Marketable Securities
The following tables summarize the cost or amortized cost, gross unrealized gain, gross unrealized loss, and fair value of the Company’s cash equivalents and marketable securities (in millions):
| December 31, 2023 | |||||||||||||||||||||||
| Cost or Amortized Cost | Unrealized | Estimated Fair Value | |||||||||||||||||||||
| Gains | Losses | ||||||||||||||||||||||
| Cash equivalents | |||||||||||||||||||||||
| Money market funds | $ | 1,349 | $ | — | $ | — | $ | 1,349 | |||||||||||||||
| U.S. Treasury securities | 35 | — | — | 35 | |||||||||||||||||||
| Short-term marketable securities | |||||||||||||||||||||||
| Certificates of deposit | 38 | — | — | 38 | |||||||||||||||||||
| Commercial paper | 216 | — | — | 216 | |||||||||||||||||||
| Corporate bonds | 290 | — | (1) | 289 | |||||||||||||||||||
| U.S. government agency securities | 162 | — | — | 162 | |||||||||||||||||||
| U.S. Treasury securities | 717 | 1 | (1) | 717 | |||||||||||||||||||
| Long-term marketable securities | |||||||||||||||||||||||
| Corporate bonds | 382 | 2 | (1) | 383 | |||||||||||||||||||
| U.S. government agency securities | 55 | — | — | 55 | |||||||||||||||||||
| U.S. Treasury securities | 144 | 1 | — | 145 | |||||||||||||||||||
| Total | $ | 3,388 | $ | 4 | $ | (3) | $ | 3,389 |
| March 31, 2024 | |||||||||||||||||||||||
| Cost or Amortized Cost | Unrealized | Estimated Fair Value | |||||||||||||||||||||
| Gains | Losses | ||||||||||||||||||||||
| Cash equivalents | |||||||||||||||||||||||
| Money market funds | $ | 1,914 | $ | — | $ | — | $ | 1,914 | |||||||||||||||
| Commercial paper | 6 | — | — | 6 | |||||||||||||||||||
| Corporate bonds | 3 | — | — | 3 | |||||||||||||||||||
| U.S. Treasury securities | 30 | — | — | 30 | |||||||||||||||||||
| Short-term marketable securities | |||||||||||||||||||||||
| Certificates of deposit | 46 | — | — | 46 | |||||||||||||||||||
| Commercial paper | 235 | — | — | 235 | |||||||||||||||||||
| Corporate bonds | 272 | — | (1) | 271 | |||||||||||||||||||
| U.S. government agency securities | 63 | — | — | 63 | |||||||||||||||||||
| U.S. Treasury securities | 752 | — | (1) | 751 | |||||||||||||||||||
| Long-term marketable securities | |||||||||||||||||||||||
| Corporate bonds | 451 | 1 | (2) | 450 | |||||||||||||||||||
| U.S. government agency securities | 56 | — | — | 56 | |||||||||||||||||||
| U.S. Treasury securities | 140 | — | — | 140 | |||||||||||||||||||
| Total | $ | 3,968 | $ | 1 | $ | (4) | $ | 3,965 |
For marketable securities with unrealized loss positions, the Company does not intend to sell these securities and it is more likely than not that the Company will hold these securities until maturity or a recovery of the cost basis. No allowance for credit losses was recorded for these securities as of December 31, 2023, and March 31, 2024.
Property and Equipment, net
Property and equipment, net consisted of the following (in millions):
| December 31, 2023 | March 31, 2024 | |||||||||||||
| Equipment for merchants | $ | 167 | $ | 174 | ||||||||||
| Computer equipment and software | 77 | 82 | ||||||||||||
| Capitalized software and website development costs | 953 | 1,041 | ||||||||||||
| Leasehold improvements | 217 | 221 | ||||||||||||
| Office equipment | 66 | 64 | ||||||||||||
| Construction in progress | 40 | 35 | ||||||||||||
| Total | 1,520 | 1,617 | ||||||||||||
| Less: Accumulated depreciation and amortization | (808) | (912) | ||||||||||||
| Property and equipment, net | $ | 712 | $ | 705 |
Depreciation expenses were $33 million and $32 million for the three months ended March 31, 2023 and 2024, respectively.
The Company capitalized $83 million and $88 million in capitalized software and website development costs during the three months ended March 31, 2023 and 2024, respectively. Capitalized software and website development costs are included in property and equipment, net on the condensed consolidated balance sheets. Amortization of capitalized software and website development costs was $57 million and $79 million for the three months ended March 31, 2023 and 2024, respectively. Construction in progress primarily included leasehold improvements on premises that are not ready for use and equipment for merchants that are not placed in service.
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in millions):
| December 31, 2023 | March 31, 2024 | |||||||||||||
| Litigation reserves | $ | 75 | $ | 120 | ||||||||||
| Sales tax payable and accrued sales and indirect taxes | 245 | 265 | ||||||||||||
| Accrued operations related expenses | 331 | 399 | ||||||||||||
| Accrued advertising | 112 | 111 | ||||||||||||
| Dasher and merchant payable | 950 | 1,046 | ||||||||||||
| Insurance reserves | 758 | 859 | ||||||||||||
| Contract liabilities | 308 | 292 | ||||||||||||
| Other | 347 | 384 | ||||||||||||
| Total | $ | 3,126 | $ | 3,476 |
7. Commitments and Contingencies
Legal Proceedings
From time to time, the Company may be a party to litigation and subject to claims incidental to its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources, and other factors. At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable, requiring recognition of a loss accrual, or whether the potential loss is reasonably possible, requiring potential disclosure. Legal fees are expensed as incurred.
The Company is currently the subject of regulatory and administrative investigations, audits, demands, and inquiries conducted by federal, state, or local governmental agencies concerning the Company’s business practices, the classification and compensation of Dashers, the DoorDash Dasher pay models, compliance with consumer protection laws, privacy, data security, tax issues, unemployment insurance, workers' compensation insurance, and other matters. For example, the Company is currently under audit by the Employment Development Department, State of California (the “CA EDD”) for payroll tax liabilities. In January 2023, the CA EDD issued an assessment for certain amounts that it found to be owed by the Company on behalf of Dashers due to their being classified as independent contractors. The Company believes that Dashers are, and have been, properly classified as independent contractors. Accordingly, the Company believes that it has meritorious defenses and intends to vigorously appeal such adverse assessment. However, the ultimate resolution of the audit is uncertain and, accordingly, the Company has recorded an accrual for this matter within accrued expenses and other current liabilities on the condensed consolidated balance sheets as of March 31, 2024. The results of investigations, audits, demands, and inquiries and related governmental action are inherently unpredictable and, as such, there is always the risk of an investigation, audit, demand, or inquiry having a material impact on the Company's business, financial condition, and results of operations.
In June 2020, the San Francisco District Attorney filed an action in the Superior Court of California, County of San Francisco, alleging that the Company misclassified California Dashers as independent contractors as opposed to employees in violation of the California Labor Code and the California Unfair Competition Law, among other allegations. This action is seeking both restitutionary damages and a permanent injunction that would bar the Company from continuing to classify California Dashers as independent contractors. It is a reasonable possibility that a loss may be incurred; however, the possible range of losses is not estimable given the status of the case.
Indemnification
The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company agrees to indemnify, hold harmless, and reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent, or other intellectual property infringement claim by any third-party with respect to the Company's technology. The terms of these indemnification agreements are generally perpetual any time after the execution of the agreement.
In addition, the Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers of the Company, other than liabilities arising from willful misconduct of the individual.
The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future, but have not yet been made. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. No liability associated with such indemnifications was recorded as of December 31, 2023 and March 31, 2024.
Insurance Collateral
The Company is required to maintain $465 million in collateral in connection with certain insurance policies, which can be held in a combination of cash, surety bonds, and letters of credit. As of March 31, 2024, the Company had $465 million of collateral outstanding in the form of surety bonds and letters of credit in connection with the insurance collateral requirement.
Revolving Credit Facility and Letters of Credit
In November 2019, the Company entered into a revolving credit and guaranty agreement which provided for a $300 million unsecured revolving credit facility maturing on November 19, 2024. In August 2020, the Company amended and restated the revolving credit and guaranty agreement to provide for $100 million of incremental revolving loan commitments, effective upon consummation of the Company's initial public offering, for total revolving commitments of $400 million. The amendment and restatement also extended the maturity date for the revolving credit facility from November 19, 2024 to August 7, 2025. As further amended on October 31, 2022, loans under the credit facility bear interest at the Company’s option, at (i) a base rate equal to the highest of (A) the prime rate, (B) the higher of the federal funds rate or a composite overnight bank borrowing rate plus 0.50%, or (C) an adjusted SOFR rate for a one-month interest period plus 1.00%, or (ii) an adjusted SOFR rate (based on an interest period of one, three, or six months) plus a margin equal to 1.00%. The Company is also obligated to pay other customary fees for a credit facility of this size and type, including letter of credit fees, an upfront fee, and an unused commitment fee of 0.10%. The credit agreement contains customary affirmative covenants, such as financial statement reporting requirements and restrictions on the use of proceeds, as well as customary negative covenants that restrict its ability and its subsidiaries’ ability to, among other things, incur additional indebtedness, incur liens, declare cash dividends or make certain other distributions, merge or consolidate with other companies or sell substantially all of its assets, make investments, loans and acquisitions, and engage in transactions with affiliates.
As of December 31, 2023 and March 31, 2024, the Company was in compliance with the covenants under the credit agreement. As of December 31, 2023 and March 31, 2024, no revolving loans were outstanding under the credit facility.
In addition to the letters of credit maintained in connection with the insurance collateral requirement, the Company also maintains letters of credit established primarily for real estate leases and insurance policies. As of December 31, 2023 and March 31, 2024, the Company had $138 million and $141 million of issued letters of credit outstanding, respectively, of which $115 million and $118 million, respectively, were issued from the revolving credit and guaranty agreement.
Sales and Indirect Tax Matters
The Company is under audit by various state, local, and foreign tax authorities with regard to sales and indirect tax matters. The Company records sales and indirect tax reserves as they become probable and the amount can be reasonably estimated. These reserves are included in accrued expenses and other current liabilities on the condensed consolidated balance sheets. The timing of the resolution of indirect tax examinations is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the tax authorities may differ from the amounts accrued.
8. Common Stock
Share Repurchase Program
In February 2024, the Company authorized the repurchase of Class A common stock, in an aggregate amount of up to $1.1 billion. During the three months ended March 31, 2024, the Company did not repurchase any shares of its Class A common stock under the share repurchase program.
Restricted Stock
The Company had granted restricted stock to certain continuing employees in connection with the acquisition of Wolt Enterprises Oy ("Wolt") on May 31, 2022. Vesting of this stock is dependent on the respective employee’s continued employment at the Company during the requisite service period, which is generally up to four years from the issuance date. The fair value of the restricted stock issued to employees that is subject to post-acquisition employment is recorded as compensation expense on a straight-line basis over the requisite service period.
The activities for the restricted stock issued to employees was as follows (in thousands, except per share data):
| Number of Shares | Weighted- Average Grant Date Fair Value Per Share | ||||||||||
| Unvested restricted stock as of December 31, 2023 | 285 | ||||||||||
| Granted | — | $ | — | ||||||||
| Vested | (47) | $ | 76.91 | ||||||||
| Forfeited | — | $ | — | ||||||||
| Unvested restricted stock as of March 31, 2024 | 238 |
Stock Award Activities
A summary of stock option activity under the 2014 Equity Incentive Plan, 2020 Equity Incentive Plan, and 2022 Inducement Equity Incentive Plan was as follows (in millions, except share amounts which are reflected in thousands, and per share data):
| Options Outstanding | |||||||||||||||||||||||
| Shares subject to Options Outstanding | Weighted- Average Exercise Price Per Share | Weighted- Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| Balance as of December 31, 2023 | 9,022 | $ | 4.38 | 3.41 | $ | 853 | |||||||||||||||||
| Granted | — | $ | — | ||||||||||||||||||||
| Exercised | (1,574) | $ | 0.89 | $ | 180 | ||||||||||||||||||
| Cancelled and forfeited | — | $ | — | ||||||||||||||||||||
| Balance as of March 31, 2024 | 7,448 | $ | 5.12 | 3.60 | $ | 988 | |||||||||||||||||
| Exercisable as of March 31, 2024 | 7,181 | $ | 5.15 | 3.63 | $ | 952 | |||||||||||||||||
| Vested and expected to vest as of March 31, 2024 | 7,448 | $ | 5.12 | 3.60 | $ | 988 |
The aggregate intrinsic value disclosed in the above table is based on the difference between the exercise price of the stock option and the closing stock price of the Company's Class A common stock on the NASDAQ Global Select Market as of the respective period-end dates. The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2023, and 2024 was $98 million and $180 million, respectively. There were no stock options granted during the three months ended March 31, 2023 and 2024.
The summary of RSU activity was as follows (in millions, except share amounts which are reflected in thousands, and per share data):
| Number of Shares | Weighted- Average Grant Date Fair Value Per Share | Aggregate Intrinsic Value | |||||||||||||||
| Unvested RSUs as of December 31, 2023 | 37,792 | $ | 3,645 | ||||||||||||||
| Granted | 1,108 | $ | 119.95 | ||||||||||||||
| Vested | (5) | $ | 74.04 | ||||||||||||||
| Vested and settled | (3,705) | $ | 77.91 | ||||||||||||||
| Forfeited | (782) | $ | 77.47 | ||||||||||||||
| Unvested RSUs as of March 31, 2024 | 34,408 | $ | 4,757 |
The aggregate intrinsic value disclosed in the above table is based on the closing stock price of the Company's Class A common stock on the NASDAQ Global Select Market as of the respective period-end dates. The weighted-average fair value per share of RSUs granted during the three months ended March 31, 2023 and 2024 was $58.28 and $119.95, respectively.
Stock-Based Compensation Expense
The Company recorded stock-based compensation expense in the condensed consolidated statements of operations as follows (in millions):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2023 | 2024 | ||||||||||||||||||||||
| Cost of revenue, exclusive of depreciation and amortization | $ | 24 | $ | 32 | |||||||||||||||||||
| Sales and marketing | 24 | 25 | |||||||||||||||||||||
| Research and development | 98 | 113 | |||||||||||||||||||||
| General and administrative | 84 | 82 | |||||||||||||||||||||
| Total stock-based compensation expense | $ | 230 | $ | 252 |
As of March 31, 2024, there was $6 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.7 years.
In November 2020, the Company’s board of directors approved the grant of 10,379,000 RSUs to the Company's Chief Executive Officer (the “CEO Performance Award”). The CEO Performance Award vests upon the satisfaction of a service condition and achievement of certain stock price goals. As of March 31, 2024, unrecognized stock-based compensation expense related to the CEO Performance Award was $52 million, which is expected to be recognized over a period of 1.07 years.
As of March 31, 2024, there was $1.8 billion of unrecognized stock-based compensation expense related to unvested restricted stock and RSUs, excluding the unrecognized stock-based compensation expense associated with the CEO Performance Award. The Company expects to recognize this expense over the remaining weighted-average period of 2.29 years.
9. Income Taxes
The Company’s tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of the annual effective tax rate and, if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment to tax expense or benefit in the period. The primary difference between the effective tax rate and the federal statutory tax rate is due to the valuation allowance on the Company’s deferred tax assets in certain jurisdictions.
The Company recorded $17 million and $7 million of provision for income taxes for the three months ended March 31, 2023 and 2024, respectively. The provision for income taxes is primarily attributable to positive pre-tax book income in the United States resulting in federal and state income taxes.
The Company regularly assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is more-likely-than-not that some, or all, of its deferred tax assets will not be realized in the future. The Company evaluates and weighs all available evidence, both positive and negative, including its historic operating results, future reversals of existing deferred tax liabilities, as well as projected future taxable income. Changes in earnings performance and future earnings projections, among other factors, may cause the Company to adjust the valuation allowance on deferred tax assets, which could materially impact the income tax expense in the period the Company determines that these factors have changed. As of March 31, 2024, the Company maintains a full valuation allowance on its deferred tax assets except for certain foreign jurisdictions.
The Company is subject to income tax audits in the United States and foreign jurisdictions. The Company recorded liabilities related to uncertain tax positions and believes that the Company has provided adequate reserves for income tax uncertainties in all open tax years. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the federal, state, or foreign tax authorities to the extent utilized in a future period.
10. Net Loss per Share Attributable to DoorDash, Inc. Common Stockholders
The Company computes net loss per share attributable to DoorDash, Inc. common stockholders using the two-class method required for multiple classes of common stock and participating securities. The rights, including the liquidation and dividend rights, of the Class A common stock and Class B common stock are identical, other than voting rights. Accordingly, the Class A common stock and Class B common stock share equally in the Company’s net losses.
The following table sets forth the calculation of basic and diluted net loss per share attributable to DoorDash, Inc. common stockholders during the periods presented. RSUs that vested but have not been settled are included in the denominator in calculating net loss per share for the three months ended March 31, 2023 and 2024 (in millions, except share amounts which are reflected in thousands, and per share data):
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Class A | Class B | Class A | Class B | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss including redeemable non-controlling interests | $ | (150) | $ | (12) | $ | (23) | $ | (2) | |||||||||||||||||||||||||||||||||||||||
| Less: Net loss attributable to redeemable non-controlling interests | (1) | — | (2) | — | |||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to DoorDash, Inc. common stockholders | $ | (149) | $ | (12) | $ | (21) | $ | (2) | |||||||||||||||||||||||||||||||||||||||
| Weighted-average number of shares outstanding used to compute net loss per share attributable to DoorDash, Inc. common stockholders, basic and diluted | 362,406 | 27,991 | 378,240 | 27,242 | |||||||||||||||||||||||||||||||||||||||||||
| Net loss per share attributable to DoorDash, Inc. common stockholders, basic and diluted | $ | (0.41) | $ | (0.41) | $ | (0.06) | $ | (0.06) |
The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied at the end of the respective periods (in thousands):
| As of March 31, | |||||||||||
| 2023 | 2024 | ||||||||||
| Stock options to purchase common stock | 14,297 | 7,448 | |||||||||
| Unvested restricted stock and restricted stock units | 40,635 | 34,641 | |||||||||
| Escrow shares | 2,012 | 72 | |||||||||
| Total | 56,944 | 42,161 |
11. Subsequent Events
On April 26, 2024, the Company entered into an amendment agreement pursuant to which its existing revolving credit and guaranty agreement was amended and restated in its entirety to provide for an increase in the existing unsecured
revolving loan facility from $400 million to an aggregate principal amount of up to $800 million, with an increase to the letter of credit sublimit from $200 million to $600 million. The amendment agreement also extended the maturity date for the revolving credit facility from August 7, 2025 to April 26, 2029. Loans under the credit facility continue to bear interest, at the Company’s option, at a per annum rate equal to the base rate plus a spread of 0% or an adjusted term SOFR rate (based on one, three or six-month interest periods) plus a spread of 1%. The Company is obligated to pay other customary fees for a credit facility of this size and type, including letter of credit fees, an upfront fee and an unused commitment fee of 0.10%. As amended and restated, the credit agreement contains customary affirmative and negative covenants and the Company must maintain compliance with a maximum senior net leverage ratio.
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