Toast, Inc.
For the period ended Jun 30, 2025. Filed Aug 6, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 6, 2025
TOST$34.67-1.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-09.
0001650164-25-000177
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-06.
0001650164-25-000290
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 62 previous paragraphs and 63 current paragraphs.
42 unchanged; 19 reworded; 2 added; 0 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 13 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (2)
Current report
General and administrative expenses remained approximately flat during the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The increase during the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 was primarily driven by an $11 million increase in bad debt expense.
Current report
The increase in net cash provided by financing activities during the six months ended June 30, 2025 as compared to the same period last year was primarily driven by an increase in customer funds obligation offset by a decrease in proceeds from the issuance of common stock under equity plans.
Reworded paragraphs (19)
Previous wording
As of March 31, 2025, approximately 140,000 Locations, an increase of 25% year over year, processing approximately $167 billion of gross payment volume in the trailing 12 months, partnered with Toast to optimize operations, increase sales, engage guests, and maintain happy employees.
Current wording
As of June 30, 2025, approximately 148,000 Locations, an increase of 24% year over year, processing approximately $176 billion of gross payment volume in the trailing 12 months, partnered with Toast to optimize operations, increase sales, engage guests, and maintain happy employees.
Previous wording
The increase in subscription services revenue during the three months ended March 31, 2025 was attributable to growth in Locations on the Toast platform and the continued increase in product adoption.
Current wording
The increase in subscription services revenue during the three and six months ended June 30, 2025 was attributable to growth in Locations on the Toast platform and the continued increase in product adoption.
Previous wording
The increase in financial technology solutions revenue during the three months ended March 31, 2025 was attributable to the increase in Locations on the Toast platform.
Current wording
The increase in financial technology solutions revenue during the three and six months ended June 30, 2025 was attributable to the increase in Locations on the Toast platform.
Previous wording
The increase in subscription services costs during the three months ended March 31, 2025 was primarily driven by a $9 million increase in amortization of capitalized software and a $5 million increase in employee-related costs.
Current wording
The increase in subscription services costs during the three and six months ended June 30, 2025 was primarily driven by a $6 million and $15 million increase, respectively, in amortization of capitalized software and a $4 million and $9 million increase, respectively, in employee-related costs.
Previous wording
The increase in financial technology solutions costs during the three months ended March 31, 2025 was due to an increase in GPV.
Current wording
The increase in financial technology solutions costs during the three and six months ended June 30, 2025 was due to an increase in GPV.
Previous wording
The increase in sales and marketing expenses during the three months ended March 31, 2025 was primarily driven by a $14 million increase in employee-related costs, including an increase in deferred contract acquisition cost amortization, and a $10 million increase in marketing expenses.
Current wording
The increase in sales and marketing expenses during the three and six months ended June 30, 2025 was primarily driven by a $13 million and $28 million increase, respectively, in employee-related costs, and a $9 million and $19 million increase, respectively, in marketing expenses.
Previous wording
Research and development and general and administrative expenses both remained approximately flat during the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.
Current wording
Research and development expenses remained approximately flat during the three and six months ended June 30, 2025 as compared to the three and six months ended June 30, 2024.
Previous wording
The decrease in restructuring expenses during three months ended March 31, 2025 was driven by significant restructuring and restructuring-related expenses incurred during the three months ended March 31, 2024 as part of the February 2024 Restructuring Plan. See Note 8 included in this Quarterly Report on Form 10-Q in “Notes to Condensed Consolidated Financial Statements” for additional information regarding the Restructuring Plan.
Current wording
The decrease in restructuring expenses during three months ended June 30, 2025 was driven by significant restructuring and restructuring-related expenses incurred during the three and six months ended June 30, 2024 as part of the February 2024 Restructuring Plan. See Note 8 included in this Quarterly Report on Form 10-Q in “Notes to Condensed Consolidated Financial Statements” for additional information regarding the Restructuring Plan.
Previous wording
The change in fair value of warrant liability for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 was driven by a combination of decreased stock prices in the three months ended March 31, 2025 compared to increased stock prices in the three months ended March 31, 2024 and a reduction of outstanding warrants from repurchase and exercises in the year ended December 31, 2024.
Current wording
The change in fair value of warrant liability for the three and six months ended June 30, 2025 as compared to the three and six months ended June 30, 2024 was attributable to a combination of the change in our common stock price and a reduction of outstanding warrants from repurchase and exercises in the year ended December 31, 2024.
Previous wording
(1)Restructuring and restructuring-related expenses for the three months ended March 31, 2025 include $4 million of severance benefits and $3 million of stock-based compensation expense. Restructuring and restructuring-related expenses for the three months ended March 31, 2024 include $30 million of severance benefits, $10 million of stock-based compensation expense, and $1 million of accelerated depreciation related to facilities.
Current wording
(1)Restructuring and restructuring-related expenses for the three and six months ended June 30, 2025 include $1 million and $5 million, respectively, of severance benefits and nil and $3 million, respectively, of stock-based compensation expense. Restructuring and restructuring-related expenses for the three and six months ended June 30, 2024 include $1 million and $32 million, respectively, of severance benefits, $2 million and $12 million, respectively, of stock-based compensation expense, and $1 million and $2 million, respectively, of accelerated depreciation related to facilities.
Previous wording
Net Cash Provided by (Used in) Operating Activities (GAAP) and Free Cash Flow (Non-GAAP)
Current wording
Net Cash Provided by Operating Activities (GAAP) and Free Cash Flow (Non-GAAP)
Previous wording
Free cash flow is defined as net cash provided by (used in) operating activities reduced by purchases of property and equipment and capitalization of internal-use software costs (collectively referred to as capital expenditures). We believe that free cash flow is a meaningful indicator of our sources of liquidity and capital requirements that provides information to management and investors in evaluating the cash flow trends of our business. Once our business needs and obligations are met, cash can be used to maintain a strong balance sheet and invest in future growth.
Current wording
Free cash flow is defined as net cash provided by operating activities reduced by purchases of property and equipment and capitalization of internal-use software costs (collectively referred to as capital expenditures). We believe that free cash flow is a meaningful indicator of our sources of liquidity and capital requirements that provides information to management and investors in evaluating the cash flow trends of our business. Once our business needs and obligations are met, cash can be used to maintain a strong balance sheet and invest in future growth.
Previous wording
The following table presents a reconciliation of net cash provided by (used in)operating activities to free cash flow for each of the periods presented:
Current wording
The following table presents a reconciliation of net cash provided byoperating activities to free cash flow for each of the periods presented:
Previous wording
(1) Excludes $187 million of cash held on behalf of customers and $67 million of restricted cash.
Current wording
(1) Excludes $168 million of cash held on behalf of customers and $63 million of restricted cash.
Previous wording
The net increase in cash, cash equivalents and marketable securities in the three months ended March 31, 2025 was primarily due to cash provided by operating activities of $71 million (which excludes changes in the balance of restricted cash), cash provided by investing activities of $22 million, and an increase of $64 million in cash held on behalf of customers.
Current wording
The net increase in cash, cash equivalents and marketable securities in the six months ended June 30, 2025 was primarily due to cash provided by operating activities of $298 million (which excludes changes in the balance of restricted cash) and cash provided by financing activities of $51 million, offset by cash used in investing activities of $(16) million.
Previous wording
The increase in net cash provided by operating activities during the three months ended March 31, 2025, as compared to the same period last year, was primarily driven by net income of $56 million during the three months ended March 31, 2025 as compared to a net loss of $83 million during the same period last year. This was partially offset by a decrease in non-cash adjustments primarily attributable to the movement of the change in fair value of our warrant liability.
Current wording
The increase in net cash provided by operating activities during the six months ended June 30, 2025, as compared to the same period last year, was primarily driven by net income of $136 million during the six months ended June 30, 2025 as compared to a net loss of $(69) million during the same period last year. This was partially offset by a decrease in non-cash adjustments primarily attributable to the movement of the change in fair value of our warrant liability.
Previous wording
The increase in net cash provided by investing activities during the three months ended March 31, 2025, as compared to the same period last year, was primarily driven by net cash inflows from marketable securities as compared to net cash outflows from marketable securities during the same period last year.
Current wording
The decrease in net cash used in investing activities during the six months ended June 30, 2025, as compared to the same period last year, was primarily driven by net cash inflows from marketable securities as compared to net cash outflows from marketable securities during the same period last year in conjunction with a decrease in cash outflows related to capital expenditures.
Previous wording
During 2021 we entered into a senior secured credit facility, or the 2021 Facility, which we subsequently amended on March 2, 2023, to replace the London Interbank Offered Rate, or LIBOR with the Secured Overnight Financing Rate, or SOFR. The 2021 Facility is subject to a minimum liquidity covenant of $250 million, subject to certain additional customary restrictive covenants in connection with the February 2024 share repurchase program. We were in compliance with all financial covenants as of March 31, 2025. As of March 31, 2025, there were no borrowings outstanding on the 2021 Facility and outstanding letters of credit totaled $4 million. As of March 31, 2025, our total available borrowing capacity under the 2021 Facility was $326 million.
Current wording
During 2021 we entered into a senior secured credit facility, or the 2021 Facility, which we subsequently amended on March 2, 2023, to replace the London Interbank Offered Rate, or LIBOR with the Secured Overnight Financing Rate, or SOFR. On May 6, 2025, we amended and restated our 2021 Facility to increase the available revolving commitments from $330 million to $350 million and to extend the term of the 2021 Facility to May 6, 2030. We were in compliance with all financial covenants as of June 30, 2025. As of June 30, 2025, there were no borrowings outstanding on the 2021 Facility and outstanding letters of credit totaled $4 million. As of June 30, 2025, our total available borrowing capacity under the 2021 Facility was $346 million.
Previous wording
In February 2024, we announced the authorization of a share repurchase program for the repurchase of shares of our Class A common stock in an aggregate amount of up to $250 million. The repurchase program has no expiration date, does not obligate us to acquire any particular amount of our Class A common stock, and may be suspended at any time at our discretion. The timing and actual number of shares repurchased may depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. During the three months ended March 31, 2025, we repurchased approximately 0.5 million shares of our Class A common stock for an aggregate amount of $17 million.
Current wording
In February 2024, we announced the authorization of a share repurchase program for the repurchase of shares of our Class A common stock in an aggregate amount of up to $250 million. The repurchase program has no expiration date, does not obligate us to acquire any particular amount of our Class A common stock, and may be suspended at any time at our discretion. The timing and actual number of shares repurchased may depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. During the six months ended June 30, 2025, we repurchased approximately 1 million shares of our Class A common stock for an aggregate amount of $31 million.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
On May 6, 2025, we amended and restated our 2021 Facility to increase the available revolving commitments from $330.0 million to $350.0 million and to extend the term of the 2021 Facility to May 6, 2030. For further information, please refer to the description of this amendment and restatement included in section (a) of Part II, Item 5, “Other Information” included in this Quarterly Report on Form 10-Q.