DoorDash, Inc. Form 8-K Summary
Business context and reporting period
DoorDash filed this Current Report on June 1, 2022, reporting the May 31, 2022 closing of its acquisition of Wolt Enterprises Oy. The filing also updates management’s outlook for the quarter ending June 30, 2022. Wolt is included in the combined outlook only from May 31 through June 30, 2022.
Key financial metrics and transaction terms
- DoorDash standalone Marketplace GOV outlook: Updated to $12.5 billion–$12.7 billion from the prior outlook of $12.1 billion–$12.5 billion.
- Wolt standalone Marketplace GOV outlook: $800 million–$850 million for the quarter ending June 30, 2022.
- Combined Marketplace GOV outlook: $12.8 billion–$13.0 billion, reflecting Wolt only for the post-closing period.
- DoorDash standalone Adjusted EBITDA outlook: $0 million–$100 million, unchanged from the prior outlook.
- Wolt standalone Adjusted EBITDA outlook: $(80) million–$(70) million.
- Combined Adjusted EBITDA outlook: $0 million–$100 million.
- The combined outlook converts Wolt amounts from euros to U.S. dollars using an exchange rate of $1.07 per euro.
- DoorDash issued or reserved 46,224,932 shares of Class A common stock at closing, including retention awards. Additional shares may be issued under a customary purchase price adjustment.
- DoorDash established a retention pool covering up to 7,338,988 restricted stock units for continuing Wolt employees, generally vesting over four years.
- The filing does not provide GAAP revenue, net income or loss, cash flow, margin, debt, or liquidity figures.
Material changes versus the prior comparable outlook
DoorDash increased its standalone Marketplace GOV outlook primarily because of stronger-than-expected order frequency and average order values. The standalone Adjusted EBITDA outlook was unchanged. The filing adds Wolt’s expected post-closing contribution and presents combined Marketplace GOV and Adjusted EBITDA expectations.
Guidance, outlook, commentary, and risks
Management cautioned that the updated outlook depends on assumptions that may change and are substantially outside DoorDash’s or Wolt’s control. DoorDash could not provide a GAAP net loss outlook or reconcile Adjusted EBITDA to net loss because certain excluded items, including stock-based compensation expense, cannot be reasonably predicted and may be significant.
Key risks include integration costs and difficulties, failure to realize anticipated benefits or synergies, effects on employees and business partners, employee retention, litigation or regulatory actions, changes in laws and regulations, COVID-19 developments, and adverse economic, financial, social, or political conditions.
Adjusted EBITDA is a non-GAAP measure that excludes, among other items, stock-based compensation, transaction-related costs, interest, taxes, depreciation and amortization, and certain legal, regulatory, impairment, and other expenses. The company cautions that the measure may not be comparable with similarly named measures used by other companies.
Important facts for investors to verify
- Verify the final accounting treatment, purchase price allocation, and any additional shares issued under the purchase price adjustment.
- Assess Wolt’s actual post-closing contribution to revenue, Marketplace GOV, losses, and cash flow.
- Compare reported second-quarter results with the combined Marketplace GOV and Adjusted EBITDA outlook.
- Review the impact of acquisition-related costs, stock-based compensation, and retention awards on GAAP results and diluted share count.
- Monitor integration progress, realization of expected synergies, regulatory developments, and employee retention.