Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~YES~~Yes ☒ NONo ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). ~~YES~~Yes ☒ NONo ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ~~YES~~Yes ☐ NONo ☒

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

The number of shares of Registrant’s Common Stock outstanding as of ~~August~~May 4, ~~2020~~2021 was ~~110,075,737.~~115,390,755.

	June 30,			December 31,			March 31,			December 31,
	2020			2019			2021			2020
	Unaudited						Unaudited
ASSETS
CURRENT ASSETS
Cash	$	66,702		$	29,317		$	67,863		$	84,706
Accounts receivable, net		6,121			3,272			4,907			2,954
Capitalized contract costs, current		546			199			868			737
Prepaid expenses and other current assets		5,506			8,329			4,955			6,657
TOTAL CURRENT ASSETS		78,875			41,117			78,593			95,054
Property and equipment, net		3,398			4,072			4,961			3,503
Capitalized contract costs, noncurrent		1,978			772			2,759			2,429
Goodwill		106,734			106,734			122,032			106,734	��
Intangible assets, net		23,941			25,761			31,514			23,924
Operating lease right-of-use assets								5,064			—
Other noncurrent assets		454			517			750			588
TOTAL ASSETS	$	215,380		$	178,973		$	245,673		$	232,232
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES:
CURRENT LIABILITIES
Current portion of Term Loans	$	12,500		$	—
Accounts payable		5,335			4,384		$	5,039		$	4,382
Restaurant food liability		5,528			5,612			5,890			4,301
Accrued payroll		5,020			5,285			6,460			4,851
Short-term loans		2,094			3,612
Short-term loans for insurance financing								1,143			2,726
Deferred revenue, current		47			414			290			141
Income tax payable		85			51			146			122
Operating lease liabilities								1,518			—
Other current liabilities		13,923			12,630			24,974			13,781
TOTAL CURRENT LIABILITIES		44,532			31,988			45,460			30,304
Long-term debt		103,311			123,244
Accrued workers’ compensation liability		346			463
Deferred revenue, noncurrent		—			45
Long term debt - related party								80,508			94,218
Accrued medical contingency								16,844			16,987
Operating lease liabilities								3,885			—
Other noncurrent liabilities		499			325			1,740			2,627
TOTAL LIABILITIES		148,688			156,065			148,437			144,136
Commitment and contingencies (Note 10)
Commitments and contingent liabilities (Note 10)
STOCKHOLDERS’ EQUITY:
Common stock, $0.0001 par value; 249,000,000 shares authorized and 102,382,511 and 76,579,175 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively		10			8
Common stock, $0.0001 par value; 249,000,000 shares authorized and 115,387,140 and 111,259,037 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively								11			11
Additional paid in capital		420,368			385,137			464,843			451,991
Accumulated deficit		(353,686	)		(362,237	)		(367,618	)		(363,906	)
TOTAL STOCKHOLDERS’ EQUITY		66,692			22,908			97,236			88,096
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	215,380		$	178,973		$	245,673		$	232,232

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

Three Months Ended June 30,

Six Months Ended June 30,

2020

2019

2020

2019

REVENUE

$
60,506

$
51,342

$
104,749

$
99,374

COSTS AND EXPENSES:

Operations and support

30,547

39,698

56,912

75,881

Sales and marketing

2,740

15,339

5,566

25,662

Research and development

1,167

2,149

2,637

4,089

General and administrative

10,094

12,380

20,872

31,298

Depreciation and amortization

2,075

4,824

4,139

8,940

Intangible and other asset impairments

29

—

29

18

Loss on disposal of assets

3

10

11

15

TOTAL COSTS AND EXPENSES

46,655

74,400

90,166

145,903

INCOME (LOSS) FROM OPERATIONS

13,851

(23,058
)

14,583

(46,529
)
OTHER EXPENSES (INCOME) AND LOSSES (GAINS), NET

Interest expense

2,490

2,190

5,404

3,795

Interest income

(21
)

(241
)

(81
)

(580
)
Other expense (income)

712

(123
)

675

(173
)
NET INCOME (LOSS) BEFORE INCOME TAXES

10,670

(24,884
)

8,585

(49,571
)
Income tax expense (benefit)

17

(32
)

34

30

NET INCOME (LOSS)

$
10,653

$
(24,852
)

$
8,551

$
(49,601
)
INCOME (LOSS) PER SHARE:

Basic

$
0.11

$
(0.32
)

$
0.10

$
(0.70
)
Diluted

$
0.10

$
(0.32
)

$
0.09

$
(0.70
)
Weighted average shares used to compute net income (loss) per share:

Weighted average common shares outstanding – basic

95,053,207

72,416,614

85,968,962

68,492,911

Weighted average common shares outstanding – diluted

105,951,232

72,416,614

91,769,460

68,492,911

	Three Months Ended March 31,
	2021			2020
REVENUE	$	50,930		$	44,243
COSTS AND EXPENSES:
Operations and support		30,338			26,365
Sales and marketing		4,016			2,826
Research and development		999			1,470
General and administrative		10,186			10,778
Depreciation and amortization		2,917			2,064
(Gain) loss on disposal of assets		(3	)		8
TOTAL COSTS AND EXPENSES		48,453			43,511
INCOME FROM OPERATIONS		2,477			732
OTHER EXPENSES (INCOME) AND LOSSES (GAINS), NET
Interest expense		1,901			2,914
Interest income		—			(60	)
Other expense		4,264			(37	)
NET LOSS BEFORE INCOME TAXES		(3,688	)		(2,085	)
Income tax expense		24			17
NET LOSS	$	(3,712	)	$	(2,102	)
LOSS PER SHARE:
Basic and diluted	$	(0.03	)	$	(0.03	)
Weighted average shares used to compute net loss per share:
Weighted average common shares outstanding – basic and diluted		112,334,094			76,884,717

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

	Six Months Ended June 30,						Three Months Ended March 31,
	2020			2019
							2021			2020
Cash flows from operating activities:
Net income (loss)	$	8,551		$	(49,601	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net loss							$	(3,712	)	$	(2,102	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Non-cash interest expense		4,453			1,079			772			2,396
Non-cash advertising expense		—			310
Amortization of operating lease assets								323			0
Stock-based compensation		1,450			4,552			2,078			848
Equity issued in exchange for services		—			60
Loss on disposal of assets		11			15
(Gain) loss on disposal of assets								(3	)		8
Depreciation and amortization		4,139			8,940			2,917			2,064
Intangible and other asset impairments		29			18
Amortization of capitalized contract costs		183			1,250			194			68
Other non-cash income		(22	)		—			0			(12	)
Changes in assets and liabilities:
Accounts receivable		(2,849	)		(1,734	)		(1,624	)		(90	)
Capitalized contract costs		(1,736	)		(2,346	)		(655	)		(1,049	)
Prepaid expenses and other current assets		2,823			(3,932	)		1,899			3,246
Other noncurrent assets								27			0
Accounts payable		951			(592	)		20			698
Restaurant food liability		(84	)		6,399			1,589			(591	)
Deferred revenue		(414	)		(151	)		140			(378	)
Income tax payable		34			(25	)		24			17
Operating lease liabilities								(389	)		0
Accrued payroll		(265	)		4,113			1,479			2,129
Accrued medical contingency								(143	)		(69	)
Accrued workers’ compensation liability		(117	)		(305	)		0			2
Other current liabilities		1,650			(2,441	)		7,911			(157	)
Other noncurrent liabilities		174			40			(38	)		(1	)
Net cash provided by (used in) operating activities		18,961			(34,351	)
Net cash provided by operating activities								12,809			7,027
Cash flows from investing activities:
Purchases of property and equipment		(381	)		(990	)		(165	)		(70	)
Acquisition of Bite Squad, net of cash acquired		—			(192,568	)
Other acquisitions		(290	)		—
Internally developed software								(1,722	)		(671	)
Acquisitions								(10,927	)		(242	)
Collections on notes receivable		36			53			0			21
Internally developed software		(1,335	)		(155	)
Proceeds from sale of property and equipment		7			23			9			3
Net cash used in investing activities		(1,963	)		(193,637	)		(12,805	)		(959	)
Cash flows from financing activities:
Waitr shares redeemed for cash		—			(10	)
Proceeds from issuance of stock		22,944			50,002			0			6,584
Equity issuance costs		(359	)		(4,175	)		0			(114	)
Proceeds from Additional Term Loans		—			42,080
Proceeds from short-term loans		1,906			5,032
Payments on short-term loans		(3,415	)		(658	)
Payments on long-term loan								(14,472	)		0
Payments on acquisition loans								(66	)		0
Payments on short-term loans for insurance financing								(1,583	)		(2,028	)
Proceeds from exercise of stock options		39			3			6			8
Taxes paid related to net settlement on stock-based compensation		(728	)		(799	)		(732	)		(459	)
Net cash provided by financing activities		20,387			91,475
Net cash (used in) provided by financing activities								(16,847	)		3,991
Net change in cash		37,385			(136,513	)		(16,843	)		10,059
Cash, beginning of period		29,317			209,340			84,706			29,317
Cash, end of period	$	66,702		$	72,827		$	67,863		$	39,376
Supplemental disclosures of cash flow information:
Cash paid during the period for state income taxes	$	—		$	30
Cash earned during the period for interest		43			—
Cash paid during the period for interest		951			2,715		$	1,129		$	518
Supplemental disclosures of non-cash investing and financing activities:
Stock issued as consideration in Bite Squad acquisition		—			126,574
Conversion of convertible notes to stock		11,888			—
Stock issued in connection with Additional Term Loans		—			3,884
Non-cash gain on debt extinguishment		—			1,897
Stock issued as consideration in acquisition							$	11,500		$	0
Noncash impact of operating lease assets								5,387			0
Noncash impact of operating lease liabilities								5,792			0

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

Three Months Ended June 30, 2020

Common stock

Additional
paid in
capital

Accumulated
deficit

Total
stockholders’
equity

Shares

Amount

Balances at March 31, 2020

80,807,908

$
8

$
392,004

$
(364,339
)

$
27,673

Net income

—

—

—

10,653

10,653

Exercise of stock options and vesting of restricted
stock units

433,303

—

57

—

57

Taxes paid related to net settlement on stock-based
compensation

—

—

(296
)

—

(296
)
Stock-based compensation

—

—

602

—

602

Stock issued for conversion of Notes

9,222,978

1

11,888

—

11,889

Issuance of common stock

11,918,322

1

16,113

—

16,114

Balances at June 30, 2020

102,382,511

$
10

$
420,368

$
(353,686
)

$
66,692

Three Months Ended March 31, 2021
	Common stock				Additional paid in capital			Accumulated deficit			Total stockholders’ equity
	Shares		Amount
Balances at December 31, 2020		111,259,037	$	11	$	451,991		$	(363,906	)	$	88,096
Net loss		—		—		—			(3,712	)		(3,712	)
Exercise of stock options and vesting of restricted stock units		537,436		—		6			—			6
Taxes paid related to net settlement on stock-based compensation		—		—		(732	)		—			(732	)
Stock-based compensation		—		—		2,078			—			2,078
Equity issued for acquisitions		3,590,667		—		11,500			—			11,500
Balances at March 31, 2021		115,387,140	$	11	$	464,843		$	(367,618	)	$	97,236

Six Months Ended June 30, 2020

Common stock

Additional
paid in
capital

Accumulated
deficit

Total
stockholders’
equity

Shares

Amount

Balances at December 31, 2019

76,579,175

$
8

$
385,137

$
(362,237
)

$
22,908

Net income

—

—

—

8,551

8,551

Exercise of stock options and vesting of restricted
stock units

469,293

—

65

—

65

Taxes paid related to net settlement on stock-based
compensation

—

—

(755
)

—

(755
)
Stock-based compensation

—

—

1,450

—

1,450

Stock issued for conversion of Notes

9,222,978

1

11,888

—

11,889

Issuance of common stock

16,111,065

1

22,583

—

22,584

Balances at June 30, 2020

102,382,511

$
10

$
420,368

$
(353,686
)

$
66,692

Three Months Ended March 31, 2020
	Common stock				Additional paid in capital			Accumulated deficit			Total stockholders’ equity
	Shares		Amount
Balances at December 31, 2019		76,579,175	$	8	$	385,137		$	(379,742	)	$	5,403
Net loss		—		—		—			(2,102	)		(2,102	)
Exercise of stock options and vesting of restricted stock units		35,990		—		8			—			8
Taxes paid related to net settlement on stock-based compensation		—		—		(459	)		—			(459	)
Stock-based compensation		—		—		848			—			848
Issuance of common stock		4,192,743		—		6,470			—			6,470
Balances at March 31, 2020		80,807,908	$	8	$	392,004		$	(381,844	)	$	10,168

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

Three Months Ended June 30, 2019

Common stock

Additional
paid in
capital

Accumulated
deficit

Total
stockholders’
equity

Shares

Amount

Balances at March 31, 2019

69,368,381

$
7

$
331,539

$
(95,680
)

$
235,866

Net loss

—

—

—

(24,852
)

(24,852
)
Gain on debt extinguishment

—

—

1,897

—

1,897

Exercise of stock options and vesting of restricted
stock units

8,713

—

2

—

2

Stock-based compensation

—

—

2,519

—

2,519

Equity issued in exchange for services

—

—

30

—

30

Public Warrants exchanged for common stock

—

—

(10
)

—

(10
)
Issuance of common stock

6,757,000

1

46,425

—

46,426

Balances at June 30, 2019

76,134,094

$
8

$
382,402

$
(120,532
)

$
261,878

Six Months Ended June 30, 2019

Common stock

Additional
paid in
capital

Accumulated
deficit

Total
stockholders’
equity

Shares

Amount

Balances at December 31, 2018

54,035,538

$
5

$
200,417

$
(70,931
)

$
129,491

Net loss

—

—

—

(49,601
)

(49,601
)
Gain on debt extinguishment

—

—

1,897

—

1,897

Exercise of stock options and vesting of restricted
   stock units

9,599

—

3

—

3

Taxes paid related to net settlement on stock-based
  compensation

(79,900
)

—

(799
)

—

(799
)
Stock-based compensation

—

—

4,552

—

4,552

Equity issued in exchange for services

—

—

60

—

60

Issuance of common stock in connection with
   Additional Term Loans

325,000

—

3,884

—

3,884

Public Warrants exchanged for common stock

4,494,889

1

(610
)

—

(609
)
Stock issued as consideration in Bite Squad Merger

10,591,968

1

126,573

—

126,574

Issuance of common stock

6,757,000

1

46,425

—

46,426

Balances at June 30, 2019

76,134,094

$
8

$
382,402

$
(120,532
)

$
261,878

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

Waitr Holdings Inc., a Delaware corporation, together with its ~~wholly-owned~~wholly owned subsidiaries (the “Company,” “Waitr,” “we,” “us” and “our”), operates an online ~~food~~ ordering technology platform, providing delivery, carryout and ~~delivery platform,~~dine-in options, connecting restaurants, drivers and diners in cities across the United States. ~~On January 17, 2019,~~The Company’s technology platform includes the Waitr ~~acquired BiteSquad.com, LLC (“~~and Bite ~~Squad”), which also operates an online food ordering~~Squad mobile applications, and ~~delivery platform. The Company connects diners and restaurants via Waitr’s website and~~more recently, the Delivery Dudes mobile application, ~~(the “Waitr Platform”) and Bite Squad’s website and mobile application (the “Bite Squad Platform” and together with~~collectively referred to as the ~~Waitr Platform, the~~ “Platforms”). The ~~Company’s~~ Platforms allow consumers to browse local restaurants and menus, track order and delivery status, and securely store previous orders for ease of use and convenience. Restaurants benefit from the online Platforms through increased exposure to consumers for expanded business in the delivery market and carryout sales.

The unaudited interim condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) as they apply to interim financial information. Accordingly, the interim condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete annual financial statements, although the Company believes that the disclosures made are adequate to make information not misleading. References to the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) included hereafter refer to the ASC and ASUs established by the Financial Accounting Standards Board (the “FASB”) as the source of authoritative GAAP.

The unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, together with management’s discussion and analysis of financial condition and results of operations, contained in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 (the ~~“2019~~“2020 Form 10-K”). The interim condensed consolidated financial statements are unaudited, but in the Company’s opinion, include all adjustments that are necessary for a fair presentation of the results for the periods presented. The interim results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year.

During the third quarter of 2020, the Company identified and corrected an immaterial error related to the understatement of an accrued medical contingency that affected previously issued consolidated financial statements. In order to present the impact of the updated estimated liability for the claim, previously issued financial statements have been revised. See Note 9 – Correction of Prior Period Error for additional details, including a summary of the revisions to certain previously reported financial information presented herein for comparative purposes.

Certain amounts from prior periods have been reclassified to conform to the current period presentation.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and all ~~wholly-owned~~wholly owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation.

The preparation of the unaudited condensed consolidated financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates and judgments relied upon in preparing these condensed consolidated financial statements affect the following items:

The Company regularly assesses these estimates and records changes to estimates in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions believed to be reasonable under the circumstances. Changes in the economic environment, financial markets, and any other parameters used in determining these estimates could cause actual results to differ from those estimates.

The Company sustained losses from its inception through the first quarter of 2020 and experienced declines in working capital through 2019, resulting from changes in market conditions in the online food ordering and delivery industry, particularly increased competition from other national delivery service providers. In addition, the Company invested heavily in sales and marketing efforts in 2019, further reducing its working capital and liquidity, until the suspension of such efforts in the fourth quarter of 2019.

Management implemented several initiatives in late fiscal 2019, into 2020, with a focus on improving revenue per order, cash flow, profitability and liquidity. These initiatives, which included reductions of staff in November 2019 and January 2020, modifications to the Company’s fee structure in August 2019 and February 2020, the closures of approximately 60 unprofitable, non-core markets in December 2019 and January 2020, and the switch to an independent contractor model for delivery drivers, have resulted in the positive results for the six months ended June 30, 2020. Additionally, in March and May 2020, the Company entered into open market sale agreements with respect to at-the-market offering programs, pursuant to which the Company sold 16,111,065 shares of common stock during the six months ended June 30, 2020 for net proceeds of approximately $22,584 (see ~~Note 12 – Stockholders’ Equity). As of June 30, 2020, cash on hand was $66,702.~~

~~The Company’s working capital and liquid asset (cash on hand) positions as of June 30, 2020 and December 31, 2019 are as follows (in thousands):~~

We currently expect that our cash on hand and estimated cash flow from operations will be sufficient to meet our working capital needs beyond twelve months, however, there can be no assurance that we will generate cash flow at the levels we anticipate. We continually evaluate additional opportunities to strengthen our liquidity position, fund growth initiatives and/or combine with other businesses by issuing equity or equity-linked securities (in public or private offerings) and/or incurring additional debt.

In December 2019, an outbreak of a new strain of coronavirus (“COVID-19”) began in Wuhan, Hubei Province, China. In March 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets. Waitr has thus far been able to operate ~~effectively~~ during the ~~COVID-19 pandemic. However,~~pandemic caused by the ~~potential impacts and duration~~outbreak of the COVID-19 pandemic on the global economy and on the Company’s business, in particular, are uncertain and may be difficult to assess or predict. The pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, which may reduce the Company’s ability to access capital and continue to operate effectively. The COVID-19 pandemic could also reduce the demand for the Company’s services. In addition, a recession or further financial market correction resulting from the spread of COVID-19 could adversely affect demand for the Company’s services. To the extent that the COVID-19 pandemic adversely impacts the Company’s business, results of operations, liquidity or financial condition, it may also have the effect of heightening many of the other risks described in the risk factors in the Company’s 2019 Form 10-K.

SARS-CoV-2 (“COVID-19”). We have taken several steps to help protect and support our restaurant partners, diners, independent contractor drivers and our employees during the COVID-19 outbreak, including offering no-contact delivery ~~for all restaurant delivery orders;~~in select markets, offering no-contact grocery delivery in select ~~markets;~~markets, working with certain restaurant partners to waive diner delivery ~~fees;~~fees, deploying free marketing programs for ~~restaurants;~~certain restaurants and providing masks, gloves and hand sanitizer to drivers. We ~~are closely monitoring~~continue to monitor the impact of the COVID-19 ~~global~~ outbreak, ~~and lifting of any restrictions,~~ although there remains significant uncertainty related to the public health ~~situation globally.~~impact and the global economic situation.

~~Except as set forth~~See “Recent Accounting Pronouncements” below ~~there has~~for a description of accounting principle changes adopted during the three months ended March 31, 2021 related to leases. There have been no other material ~~change~~changes to our critical accounting policies and estimates described in the ~~2019~~2020 Form 10-K.

The Company generates revenue (“~~transaction fees”~~Transaction Fees”) primarily when diners place an order on one of the Platforms. In the case of diner subscription fees for our unlimited delivery subscription program, revenue is recognized ~~when payment~~ for the receipt of the monthly ~~subscription is received.~~fee in the applicable month for which the delivery service applies to. Revenue consists of the following for the periods indicated (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2020		2019		2020		2019		2021		2020
Transaction fees	$	60,422	$	50,227	$	104,233	$	97,195
Transaction Fees									$	50,476	$	43,811
Setup and integration fees		36		1,081		414		2,103		7		378
Other		48		34		102		76		447		54
Total Revenue	$	60,506	$	51,342	$	104,749	$	99,374	$	50,930	$	44,243

Transaction ~~fees~~Fees represent the revenue recognized from the Company’s obligation to process orders on the Platforms. The performance obligation is satisfied when the Company successfully processes an order placed on one of the Platforms and the restaurant receives the order at their location. The obligation to process orders on the Platforms represents a series of distinct performance obligations satisfied over time that the Company combines into a single performance obligation. Consistent with the recognition objective in ~~Accounting Standards Codification (“ASC”)~~ASC Topic 606, Revenue from Contracts with Customers, the variable consideration due to the Company for processing orders is recognized on a daily basis. As an agent of the restaurant in the transaction, the Company recognizes ~~transaction fees~~Transaction Fees earned from the restaurant on the Platform on a net basis. Transaction ~~fees~~Fees also include a fee charged to the end user customer when they request the order be delivered to their location. Revenue is recognized for diner fees once the delivery service is completed. The contract period for substantially all restaurant contracts is one month as both the Company and the restaurant have the ability to unilaterally terminate the contract by providing notice of termination.

During the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2021 and 2020, the Company ~~received~~recognized revenue for non-refundable ~~upfront~~ setup and integration fees for onboarding certain restaurants. Setup and integration activities primarily represented administrative activities that allowed the Company to fulfill future performance obligations for these restaurants and did not represent services transferred to the restaurant. However, the non-refundable upfront setup and integration fees charged to restaurants resulted in a performance obligation in the form of a material right related to the restaurant’s option to renew the contract each day rather than provide a notice of termination. Revenue related to setup and integration fees was historically recognized ratably over a two-year period. In connection with modifications to the Company’s fee structure in July 2019, the Company discontinued offering fee arrangements with the upfront, one-time setup and integration fee.

The Company sells gift cards on the Bite Squad Platform and recognizes revenue upon gift card redemption. Gift cards that have not yet been utilized amounted to $754 as of June 30, 2020 and are included on the unaudited condensed consolidated balance sheet in other current liabilities.

Most of the Company’s contracts with restaurants contain multiple performance obligations as described above. For these contracts, the Company accounts for individual performance obligations separately if they are both capable of being distinct, and distinct in the context of the contract. Determining whether products and services are considered distinct performance obligations that should be accounted for separately may require significant judgment.

Judgment is also required to determine the standalone selling price for each distinct performance obligation. The Company used the alternative approach in ASC 606 to allocate the upfront fee between the material right obligation and the transaction fee obligation, which resulted in all of the upfront non-refundable payment at inception of the contract being allocated to the material right obligation. When contracts with customers include other performance obligations, such as ancillary equipment, the Company establishes a single amount to estimate the standalone selling price for the goods or services. In instances where the standalone selling price is not directly observable, it is determined using observable inputs.

~~The timing of revenue recognition may differ from the timing of invoicing to restaurants. The Company~~ records a receivable when it has an unconditional right to the consideration. ~~Setup and integration fees were due at inception of the contract; in certain cases, extended payment terms may have been provided for up to six months and are included in accounts receivable.~~ The ~~opening~~ balance of accounts receivable, net was ~~$3,272~~$4,907 and ~~$3,687~~$2,954 as of ~~January 1,~~March 31, 2021 and December 31, 2020, ~~and 2019, respectively. At January 1, 2020, accounts receivable was~~respectively, comprised primarily of credit card receivables due from the credit card processor. ~~Accounts receivable, net at June 30, 2020 totaled $6,121 and was also comprised primarily of receivables from the credit card processor.~~

Payment terms and conditions on setup and integration fees varied by contract type, although terms typically included a requirement of payment within six months. The Company recorded a contract liability in deferred revenue for the unearned portion of

the upfront non-refundable fee. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts do not include a significant financing component.

The Company recognizes an asset for the incremental costs of obtaining a contract with a restaurant and recognizes the expense over the course of the period when the Company expects to recover those costs. The Company has determined that certain internal sales incentives earned at the time when an initial contract is executed meet these requirements. Capitalized sales incentives are amortized to sales and marketing expense on a straight-line basis over the period of benefit, which the Company has determined to be five years. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less.

Deferred costs related to obtaining contracts with restaurants were ~~$2,051~~$2,734 and ~~$701~~$2,424 as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively, out of which ~~$443~~$659 and ~~$143,~~$567, respectively, was classified as current. Amortization of expense for the costs to obtain a contract were ~~$94~~$149 and ~~$242~~$53 for the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and $147 and $451 for the six months ended June 30, 2020 and 2019,~~ respectively.

The Company also recognizes an asset for the costs to fulfill a contract with a restaurant when they are specifically identifiable, generate or enhance resources used to satisfy future performance obligations, and are expected to be recovered. The Company has determined that certain costs related to setup and integration activities meet the capitalization criteria under ASC Topic 340-40, Other Assets and Deferred Costs. Costs related to these implementation activities are deferred and then amortized to operations and support expense on a straight-line basis over the period of benefit, which the Company has determined to be five years.

Deferred costs related to fulfilling contracts with restaurants were ~~$473~~$893 and ~~$270~~$742 as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively, out of which ~~$103~~$209 and ~~$56,~~$170, respectively, was classified as current. Amortization of expense for the costs to fulfill a contract were ~~$20~~$45 and ~~$425~~$15 for the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and $35 and $799 for the six months ended June 30, 2020 and 2019,~~ respectively.

The Company records stock-based compensation expense for stock-based compensation awards based on the fair value on the date of grant. The stock-based compensation expense is recognized in our statement of operations ratably over the course of the requisite service period and is recorded in either operations and support, sales and marketing, research and development, or general and administrative expense, depending on the department of the recipient. In the case of an award pursuant to which a performance condition must be met for the award to vest, no stock-based compensation cost is recognized until such time as the performance condition is considered probable of being met, if at all. If the assessment of probability of the performance condition changes, the impact of the change in estimate would be recognized in the period of change. Because of the non-cash nature of share-based compensation, it is added back to net income in arriving at net cash provided by operating activities in our statement of cash flows.

Under GAAP, certain instruments granted in stock-based payment transactions are considered participating securities prior to vesting and are therefore required to be included in the earnings allocation in calculating earnings per share under the two-class method. Companies are required to treat unvested stock-based payment awards with a right to receive non-forfeitable dividends as a separate class of securities in calculating earnings per share, except in cases where the effect of the inclusion of the participating securities would be antidilutive.

Certain financial instruments are required to be recorded at fair value. Other financial instruments, including cash, are recorded at cost, which approximates fair value. Additionally, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of these financial instruments. As of June 30, 2020 and December 31, 2019, the Company held no financial instruments required to be measured at fair value on a recurring basis.

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record certain assets and liabilities at fair value on a non-recurring basis. The Company generally applies fair value concepts in recording assets and liabilities acquired in acquisitions (see ~~Note 3 – Business Combinations~~).

~~Changes to GAAP are established by the Financial Accounting Standards Board (the “FASB”), in the form of Accounting Standards Updates (“ASUs”), to the FASB’s ASCs.~~

The Company considered the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on these unaudited condensed consolidated financial statements. Throughout fiscal year 2020, the Company qualified as an “emerging growth company” pursuant to the provisions of the JOBS Act. As an emerging growth company, the Company ~~has~~ elected to use the extended transition period for complying with certain new or revised financial accounting standards provided pursuant to Section ~~13 (a)~~13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Effective January 1, 2021, the Company is no longer an emerging growth company.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The principal objective of ASU 2016-02 is to increase transparency and comparability among organizations by recognizing “right-of-use” lease assets and lease liabilities on the consolidated balance sheet. ASU 2016-02 continues to retain a distinction between finance and operating leases but requires lessees to recognize a right-of-use asset representing its right to use the underlying asset for the lease term and a corresponding lease liability on the balance sheet for all leases with terms greater than twelve months. ASU 2016-02 was effective for and adopted by the Company on January 1, 2021. The Company applied the modified retrospective transition approach, with no adjustment to prior comparative periods. Accordingly, financial information is not adjusted and the disclosures required under ASU 2016-02 are not provided for periods prior to January 1, 2021.

The Company determines if an arrangement is a lease at inception of a contract. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company elected the optional practical expedient package, which includes retaining the current classification of leases, and is utilizing the practical expedient which allows the use of hindsight in determining the lease term and in assessing impairment of its operating lease right-of-use assets. Additionally, the Company has elected to treat lease and non-lease components as a single lease component for all assets. The Company has elected to apply the short-term scope exception for leases with original terms of twelve months or less, and accordingly, recognizes the lease payments for such leases in the statement of operations on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred.

Under ASU 2016-02, the Company recorded in the unaudited condensed consolidated balance sheet as of January 1, 2021, lease liabilities for operating leases entered into prior to December 31, 2020 of $4,993, representing the present value of its future operating lease payments, and corresponding right-of-use assets of $4,681, based upon the operating lease liabilities adjusted for deferred rent. As most of the Company’s leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date,

which is estimated to be 5.0%. The adoption of ASU 2016-02 did not result in a cumulative-effect adjustment on retained earnings. See Note 10 – Commitments and Contingencies for additional details.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles for income taxes and also improves consistent application by clarifying and amending existing guidance. ASU 2019-12 iswas effective for ~~public business entities for fiscal years,~~ and ~~interim periods within those years, beginning after December 15, 2020. For all other entities,~~adopted by the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted, with the amendments to be applied on a retrospective, modified retrospective or prospective basis, depending on the specific amendment. The Company ~~is currently evaluating the impact that adopting this ASU will have on the unaudited condensed consolidated financial statements.~~

~~In August 2018, the FASB issued ASU 2018-13,~~ ~~Fair Value Measurement (Topic 820)– Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement~~, which removes, modifies or adds disclosure requirements regarding fair value measurements. The amendments in this ASU are effective for all entities beginning after December 15, 2019, with amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and narrative description of measurement uncertainty requiring prospective adoption and all other amendments requiring retrospective adoption. The Company adopted ASU 2018-13 on January 1, ~~2020.~~2021. The adoption of ASU ~~2018-13~~2019-12 did ~~not have a material~~ ~~impact on the Company’s disclosures or the unaudited condensed consolidated financial statements.~~

~~In June 2018, the FASB issued ASU No. 2018-07,~~ ~~Compensation~~ – ~~Stock Compensation (Topic 718),~~ to simplify the accounting for share-based payments to non-employees by aligning it with the accounting for share-based payments to employees, with certain exceptions. Under the new standard, equity-classified non-employee awards will be initially measured on the grant date and re-measured only upon modification, rather than at each reporting period. Measurement will be based on an estimate of the fair value of the equity instruments to be issued. ASU 2018-07 is effective for public business entities in fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. For all other entities, the standard is effective in fiscal years beginning after December 15, 2019 and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, including in an interim period for which financial statements have not been issued or made available for issuance but not before an entity adopts ASC 606. As an emerging growth company, the Company will not be subject to the requirements of ASU 2018-07 until December 31, 2020. The Company’s adoption of this ASU will not have a material impact on the ~~unaudited condensed~~Company’s disclosures or consolidated financial statements.

In July 2017, the FASB issued ASU ~~No.~~ 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Part I of ASU 2017-11 addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced based on the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of ASU 2017-11 addresses the difficulty of navigating ASC Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in ASC 480. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. Part II of ASU 2017-11 does not have an accounting effect. ASU 2017-11 iswas effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. For all other entities, the standard is effective for fiscal years beginning after December 15, 2019 and ~~interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. As an emerging growth company,~~adopted by the Company ~~will not be subject to the requirements~~on January 1, 2021. The adoption of ASU 2017-11 ~~until December 31, 2020. The Company is currently evaluating the~~did not have a material impact ~~that adopting this ASU will have~~ on the ~~unaudited condensed~~Company’s disclosures or consolidated financial statements.

In June 2016, the FASB issued ASU ~~No.~~ 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, to replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ~~The Company will be required to use~~ASU 2016-13 uses a forward-looking expected credit loss model for accounts receivables, loans, and other financial ~~instruments.~~ instruments and expands disclosure requirements. ASU 2016-13 was effective for and adopted by the Company on January 1, 2021. The adoption of ASU 2016-13 did not have a material impact on the Company’s disclosures or consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt, resulting in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. ASU 2020-06 is effective for public business entities for fiscal years beginning after December 15, ~~2019,~~2021, including interim periods within those fiscal years, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impacts of the provisions of ASU 2020-06 on its consolidated financial statements and related disclosures.

On March 11, 2021, the Company completed the acquisition of certain assets and properties from Dude Holdings LLC (“Delivery Dudes”), a third-party delivery business primarily serving the South Florida market, for $11,500 in cash, subject to certain purchase price adjustments, and 3,562,577 shares of the Company’s common stock (the “Delivery Dudes Acquisition”). The share consideration was valued at $3.23 per share, representing the average volume weighted average price of the Company’s common stock for the five consecutive trading days prior to March 9, 2021. The acquisition expands the Company’s market presence in the on-demand delivery service sector. The following represents the preliminary estimated purchase consideration:

including interim periods within those fiscal years. For all other entities, the standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted for all entities beginning after December 15, 2018, including interim periods within those fiscal years. The Company will no longer qualify as an em~~erging growth company on December 31, 2021 and will be subject to the requirements of ASU 2016-13 on January 1, 2021.~~ ~~The Company is currently evaluating the impact that adopting this ASU will have on the unaudited condensed consolidated financial statements.~~

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases (Topic 842).~~ The principal objective of ASU 2016-02 is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the consolidated balance sheet. ASU 2016-02 continues to retain a distinction between finance and operating leases but requires lessees to recognize a right-of-use asset representing its right to use the underlying asset for the lease term and a corresponding lease liability on the balance sheet for all leases with terms greater than twelve months. In June 2020, the FASB issued ASU No. 2020-05, which amends the effective date of ASU No. 2016-02 to give immediate relief to certain entities as a result of the widespread adverse economic effects and business disruptions caused by the COVID-19 pandemic. The Company will no longer qualify as an emerging growth company on December 31, 2021, and as a result, the relief granted under ASU 2020-05 will not apply and ASU No. 2016-02 is now effective for the Company on January 1, 2021. The Company has not yet completed the process of evaluating the effects that will result from adopting ASU 2016-02.

~~On January 17, 2019, the Company completed the acquisition of Bite Squad (the “Bite Squad Merger”).~~ Founded in 2012 and based in Minneapolis, Bite Squad operates an online food ordering and delivery platform, similar to Waitr’s Platform, through the Bite Squad Platform. Total merger consideration was $335,858, consisting of $197,404 paid in cash, the pay down of $11,880 of indebtedness of Bite Squad and an aggregate of 10,591,968 shares of the Company’s common stock, par value $0.0001 per share, valued at $11.95 per share.

The ~~Bite Squad Merger~~Delivery Dudes Acquisition was considered a business combination in accordance with ASC 805, and was accounted for using the acquisition method. Under the acquisition method of accounting, ~~total merger consideration,~~ acquired assets and assumed liabilities are recorded based on their ~~estimated~~respective fair values on the acquisition date, with the excess of the ~~fair value of merger~~ consideration transferred in the acquisition over the fair value of the assets ~~less~~and liabilities acquired recorded as goodwill. The preliminary estimated fair value of assets acquired and liabilities assumed consists of the following (in thousands):

The Company engaged a third-party specialist to assist management in estimating the fair value of the assets and liabilities. Goodwill is attributable to the future anticipated economic benefits from combining operations of the Company and Delivery Dudes, including future growth into new markets, future customer relationships and the workforce in place. All of the goodwill is expected to be deductible for U.S. federal income tax purposes. While the Company has substantially completed the determination of the fair values of the assets acquired and liabilities assumed, the Company is still finalizing the calculation of the purchase price adjustments pursuant to the asset purchase agreement for the Delivery Dudes Acquisition, which could affect the final fair value analysis. The Company anticipates finalizing the determination of the fair values by the second quarter of 2021.

The following table sets forth the components of estimated identifiable intangible assets acquired from Delivery Dudes (in thousands) and their estimated useful lives as of the acquisition date:

The acquired identifiable intangible assets are amortized on a straight-line basis to reflect the pattern in which the economic benefits of the intangible assets are consumed. The acquired customer relationships were valued using the income approach, specifically, the multi-period excess earnings method, which measures the after-tax cash flows attributable to the existing customer relationships after deducting the operating costs and contributory asset charges associated with economic rents associated with supporting the existing customer relationships. The franchise relationships were also valued using the multi-period excess earnings method. The acquired trade name was valued using the income approach, specifically, the relief from royalty rate method,which measures the cash flow streams attributable to the trade name in the form of royalty payments that would be paid to the owner of the trade name in return for the rights to use the trade name. Developed technology was valued based on the cost approach, specifically the “with & without” methodology which considers the direct replacement and opportunity costs associated with the underlying technology, and in-process research and development assets were valued using the replacement cost method. These fair value measurements were based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy. These inputs required significant judgments and estimates at the time of the valuation.

The results of operations of ~~Bite Squad~~Delivery Dudes are included in our unaudited condensed consolidated financial statements beginning on the acquisition date, ~~January 17, 2019.~~March 11, 2021. Revenue and net loss ~~attributable to Bite Squad for~~of Delivery Dudes included in the unaudited condensed consolidated statement of operations in the three months ended ~~June 30, 2019~~March 31, 2021 totaled approximately ~~$26,147~~$831 and ~~$7,368, respectively, and for the six months ended June 30, 2019 totaled approximately $49,062 and $11,951,~~$21, respectively.

In connection with the ~~Bite Squad Merger,~~Delivery Dudes Acquisition, the Company incurred direct and incremental costs of ~~$6,956, including debt modification expense of $375,~~$606 consisting of legal and professional fees, which are included in general and administrative expenses in the unaudited condensed consolidated statement of operations in the ~~six~~three months ended ~~June 30, 2019.~~March 31, 2021.

The supplemental condensed consolidated results of the Company on an unaudited pro forma basis as if the ~~Bite Squad Merger~~Delivery Dudes Acquisitions had been consummated on January 1, ~~2019~~2020 are as follows (in thousands):

These pro forma results were based on estimates and assumptions, which the Company believes are reasonable. They are not the results that would have been realized had the Company been a consolidated company during the periods presented and are not indicative of consolidated results of operations in future periods. ~~The pro forma results include adjustments primarily related to acquisition accounting adjustments and interest expense associated with the related Additional Term Loans (see~~ ~~Note 7~~ – ~~Debt) in connection with the Bite Squad Merger.~~ Acquisition costs and other non-recurring charges incurred are included in the period presented.

	June 30,			December 31,			March 31,			December 31,
	2020			2019			2021			2020
Credit card receivables	$	6,277		$	2,803		$	4,807		$	3,013
Receivables from restaurants and customers		345			950			592			334
Accounts receivable	$	6,622		$	3,753		$	5,399		$	3,347
Less: allowance for doubtful accounts and chargebacks		(501	)		(481	)		(492	)		(393	)
Accounts receivable, net	$	6,121		$	3,272		$	4,907		$	2,954

Intangible assets with finite useful lives are amortized using the straight-line method over their estimated useful lives and include internally developed software, as well as software to be otherwise marketed, and trademarks/trade name/patents, customer relationships and ~~customer~~franchise relationships. The Company has determined that the Waitr trademark intangible asset is an indefinite-lived asset and therefore is not subject to amortization but is evaluated annually for impairment. The Bite Squad and Delivery Dudes trade name intangible ~~asset,~~assets, however, isare being amortized over ~~its~~their estimated useful ~~life.~~lives.

Intangible assets are stated at cost or acquisition-date fair value less accumulated amortization and consist of the following (in thousands):

	As of June 30, 2020										As of March 31, 2021
	Gross Carrying Amount		Accumulated Amortization			Accumulated Impairment			Intangible Assets, Net		Gross Carrying Amount		Accumulated Amortization			Accumulated Impairment			Intangible Assets, Net
Software	$	22,556	$	(5,065	)	$	(11,823	)	$	5,668	$	28,876	$	(6,744	)	$	(11,825	)	$	10,307
Trademarks/Trade name/Patents		5,405		(2,627	)		—			2,778		6,205		(3,998	)		—			2,207
Customer Relationships		82,320		(9,447	)		(57,378	)		15,495		87,545		(11,396	)		(57,378	)		18,771
Franchise Relationships												250		(21	)		—			229
Total	$	110,281	$	(17,139	)	$	(69,201	)	$	23,941	$	122,876	$	(22,159	)	$	(69,203	)	$	31,514

	As of December 31, 2019										As of December 31, 2020
	Gross Carrying Amount		Accumulated Amortization			Accumulated Impairment			Intangible Assets, Net		Gross Carrying Amount		Accumulated Amortization			Accumulated Impairment			Intangible Assets, Net
Software	$	21,223	$	(4,113	)	$	(11,795	)	$	5,315	$	25,204	$	(6,099	)	$	(11,825	)	$	7,280
Trademarks/Trade name/Patents		5,405		(1,725	)		—			3,680		5,405		(3,526	)		—			1,879
Customer Relationships		82,343		(8,199	)		(57,378	)		16,766		82,845		(10,702	)		(57,378	)		14,765
Franchise Relationships												—		—			—			—
Total	$	108,971	$	(14,037	)	$	(69,173	)	$	25,761	$	113,454	$	(20,327	)	$	(69,203	)	$	23,924

During the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, the Company acquired intangible assets in connection with the Delivery Dudes Acquisition (see Note 3 – Business Combinations). Additionally, during the three months ended March 31, 2021, the Company capitalized approximately ~~$1,335~~$1,722 of software costs related to the development of the ~~Platforms. The~~Platforms, with an estimated useful life of ~~the Company’s capitalized software costs is~~ three years.

The Company recorded amortization expense of ~~$1,562~~$1,832 and ~~$4,310~~$1,540 for the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and $3,102 and $7,945 for the six months ended June 30, 2020 and 2019,~~ respectively. Estimated future amortization expense of intangible assets is as follows (in thousands):

	Amortization		Amortization
The remainder of 2020	$	3,794
2021		6,663
The remainder of 2021			$	7,582
2022		4,371		8,264
2023		2,834		5,641
2024		2,635		3,743
2025				3,332
Thereafter		3,639		2,947
Total future amortization	$	23,936	$	31,509

The change in the Company’s goodwill balance is as follows ~~as of June 30, 2020~~for the three months ended March 31, 2021 and the year ended December 31, ~~2019~~2020 (in thousands):

	June 30,		December 31,			March 31,		December 31,
	2020		2019			2021		2020
Balance, beginning of period	$	106,734	$	1,408		$	106,734	$	106,734
Acquisitions during the period		—		224,538			15,298		0
Impairments during the period		—		(119,212	)		—		—
Balance, end of period	$	106,734	$	106,734		$	122,032	$	106,734

The Company recorded $15,298 of goodwill during the three months ended March 31, 2021 as a result of the allocation of the purchase price over assets acquired and liabilities assumed in the Delivery Dudes Acquisition (see Note 3 – Business Combinations).

	June 30,		December 31,		March 31,		December 31,
	2020		2019		2021		2020
Accrued advertising expenses	$	82	$	451
Accrued insurance expenses		2,049		949	$	4,062	$	3,392
Accrued estimated workers' compensation expenses		2,016		2,355		1,397		1,725
Accrued medical contingency						456		448
Accrued sales tax payable						623		418
Accrued legal contingency		2,000		2,000		4,000		—
Accrued sales tax payable		622		681
Accrued incentive compensation		746		—
Other accrued expenses		3,592		3,469		8,883		4,061
Unclaimed property						1,789		1,679
Other current liabilities		2,816		2,725		3,764		2,058
Total other current liabilities	$	13,923	$	12,630	$	24,974	$	13,781

June 30,

December 31,

2020

2019

Term Loans

$
59,573

$
69,545

Notes

49,645

61,132

Promissory notes

288

284

$
109,506

$
130,961

Less: unamortized debt issuance costs on Term Loans

(4,434
)

(5,115
)
Less: unamortized debt issuance costs on Notes

(1,761
)

(2,602
)
Total long-term debt

$
103,311

$
123,244

Current portion of Term Loans

12,500

—

Short-term loans

2,094

3,612

Total outstanding debt

$
117,905

$
126,856

	Coupon Rate
	Range in 2020	Effective		March 31,			December 31,
	through 1Q21	Interest Rate	Maturity	2021			2020
Term Loan	5.125% - 7.125%	10.62%	November 2023	$	35,007		$	49,479
Notes	4.0% - 6.0%	6.49%	November 2023		49,504			49,504
				$	84,511		$	98,983
Less: unamortized debt issuance costs on Term Loan					(3,069	)		(3,541	)
Less: unamortized debt issuance costs on Notes					(934	)		(1,224	)
Long term debt - related party				$	80,508		$	94,218

Short-term loans for insurance financing	3.49% - 3.99%	n/a	August 2021		1,143			2,726
Total outstanding debt				$	81,651		$	96,944

~~The following discussion includes a description of the Company’s outstanding debt at June 30, 2020 and December 31, 2019.~~ Interest expense related to the Company’s outstanding debt totaled ~~$2,490~~$1,901 and ~~$2,190~~$2,914 for the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and $5,404 and $3,795 for the six months ended June 30, 2020 and 2019,~~ respectively. Interest expense includes interest on outstanding borrowings and amortization of debt issuance costs. See Note 15 – Related Party Transactions for additional information regarding the Company’s long-term debt.

On ~~May 1, 2020,~~March 9, 2021, the Company ~~Waitr Inc., Intermediate Holdings, the lenders party thereto and Luxor Capital~~ entered into ~~a Limited Waiver and Conversion Agreement (the “Waiver and Conversion Agreement”), pursuant~~an amendment to ~~which the lenders under~~ the Credit Agreement ~~agreed~~and an amendment to ~~waive~~ the ~~requirement to prepay~~Convertible Notes Agreement (together, the ~~Term Loans arising as a result of the May 2020 ATM Offering (as defined in~~ ~~Note 12 – Stockholders’ Equity~~“Amended Loan Agreements”). ~~In consideration of~~The Amended Loan Agreements provide, among other things, for the ~~prepayment waiver, the Company agreed that, regardless of whether any shares of the Company’s common stock were actually sold~~Delivery Dudes Acquisition being included in the ~~May 2020 ATM Offering, (i) the Company would prepay a portion~~definition of ~~the Term Loans in the amount of $12,500 on the date that issixty days after the Effective Date~~Permitted Acquisition (as defined in the ~~Waiver~~Credit Agreement and ~~Conversion~~

~~Agreement) and (ii) the lenders under the~~Convertible Notes would be permitted to convert a portion of the outstanding principal amount of the Notes in the amount of $12,500 into shares of the Company’s common stock at a conversion rate of 746.269 shares of the Company’s common stock per 1 thousand principal amount of the Notes (calculated based on the closing price of $1.34 per share of the Company’s common stock on Nasdaq on April 30, 2020, the date immediately preceding the date of the Waiver and Conversion Agreement)~~, notwithstanding the conversion rate then in effect~~. Additionally, pursuant to the ~~terms of~~amendment to the ~~Notes.~~Credit Agreement, the Company made a $15,000 payment on the Term Loan on March 16, 2021. See Term Loan~~Debt Facility~~ and Notes below for definitions of certain capitalized terms included ~~above and details on the prepayment of the Term Loans and conversion of Notes.~~above.

The Company evaluated the amendments in the ~~Waiver and Conversion Agreement~~Amended Loan Agreements under ASC 470-50, “Debt Modification and Extinguishment”, and concluded that the amendments did not meet the characteristics of debt extinguishments under ASC 470-50. Accordingly, the amendments were treated as a debt modification, and thus, no gain or loss was recorded. A new effective interest rate for the Term Loan that equates the revised cash flows to the carrying amount of the original debt is computed and applied prospectively.

~~On November 15, 2018, Waitr Inc., a Delaware corporation and wholly-owned indirect subsidiary of the~~The Company ~~as borrower, entered into the Credit and Guaranty Agreement, dated as of November 15, 2018~~maintains an agreement with Luxor Capital Group, LP (“Luxor Capital”) (as amended or otherwise modified from time to time, the “Credit Agreement”) with Luxor Capital Group, LP (“Luxor Capital”), as administrative agent and collateral agent, the various lenders party thereto, Waitr Intermediate Holdings, LLC, a Delaware limited liability company (“Intermediate Holdings”) and wholly-owned direct subsidiary of the Company, and certain subsidiaries of Waitr Inc. as guarantors.. The Credit Agreement ~~provided~~provides for a senior secured first priority term loan ~~facility~~ (the ~~“Debt Facility”~~“Term Loan”) ~~to Waitr Inc. in the aggregate principal amount of $25,000~~(the “Original Term Loans”). An amendment to the Credit Agreement on January 17, 2019 provided an additional $42,080 under the Debt Facility (the “Additional Term Loans” and together with the Original Term Loans, the “Term Loans”), the proceeds of which ~~were used to consummate the Bite Squad Merger.~~ is~~The Term Loans are~~ guaranteed by certain subsidiaries of the Company. In connection with the Term Loan, the Company issued to Luxor Capital warrants which are currently exercisable for 478,458 shares of the Company’s common stock (see Note 12 – Stockholders’ Equity).

Interest on ~~borrowings under~~ the ~~Debt Facility accrues at a rate of 7.125% per annum,~~Term Loan is payable quarterly, in cash or, at the election of the ~~borrower~~,Company, as a ~~payment-in-kind. The~~payment-in-kind, with interest ~~payments due since September 30, 2019 have been~~ paid in-kind ~~and~~being added to the aggregate principal balance. The aggregate principal amount of the Term Loans at June 30, 2020 totaled $72,073. Of this amount, $12,500 associated with the payment pursuant to the Waiver and Conversion Agreement was classified as current in the unaudited condensed consolidated balance sheet at June 30, 2020. The effective interest rate for borrowings on the Debt Facility, after considering the allocated discount, is approximately 10.59%.

~~See~~ ~~Note 15 – Subsequent Events~~ for additional details on the $12,500 Term Loan payment and on an additional payment on the Term Loans in connection with an amendment to the Credit Agreement on July 15, 2020, pursuant to which adjustments were made to the interest rate and maturity date of the Term Loans.

The Credit Agreement includes a number of customary covenants that, among other things, limit or restrict the ability of each of ~~Intermediate Holdings, Waitr Inc.~~the Company and its subsidiaries to incur additional debt, incur liens on assets, engage in mergers or consolidations, dispose of assets, pay dividends or repurchase capital stock and repay certain junior indebtedness. The ~~aforementioned restrictions are subject to certain exceptions including the ability to incur additional indebtedness, liens, dividends, and~~ ~~prepayments~~ of junior indebtedness subject, in each case, to compliance with certain financial metrics and/or certain other conditions and a number of other traditional exceptions that grant Waitr Inc. continued flexibility to operate and develop its business. The Credit Agreement also includes customary affirmative covenants, representations and warranties and events of default. We believe that we were in compliance with all covenants under the Credit Agreement as of ~~June 30, 2020.~~

~~In connection with the Debt Facility, the Company issued to Luxor Capital warrants which are currently exercisable for 399,726 shares of the Company’s common stock. See~~ ~~Note 12 – Stockholders’ Equity~~ ~~for additional details.~~March 31, 2021.

On November 15, 2018, the Company entered into the Credit Agreement, dated as of November 15, 2018 (as amended or otherwise modified from time to time, the “Convertible Notes Agreement”), pursuant to whichAdditionally, the Company issued unsecured convertible promissory notes (the “Notes”) to Luxor Capital Partners, LP, Luxor Capital Partners Offshore Master Fund, LP, Luxor Wavefront, LP and Lugard Road Capital Master Fund, LP (the “Luxor Entities”) pursuant to an agreement, herein referred to as the “Convertible Notes Agreement”.

Interest on the Notes is payable quarterly, in cash or, at the ~~aggregate principal~~Company’s election, up to one-half of the dollar amount of ~~$60,000 (the “Notes”).~~

~~The Notes originally~~ ~~had~~ an interest ~~rate of~~ ~~1.0~~% per annum, paid quarterly in cash. Pursuant to an amendment to the Convertible Notes Agreement on May 21, 2019, the interest rate of the Notes was revised to 6.0% (half payable in cash and half as payment-in-kind). A portion of the interest paymentspayment due ~~since June 30, 2019 have been paid in-kind and~~can be paid-in-kind. Interest paid-in-kind is added to the aggregate principal balance. ~~During the three months ended~~ ~~June 30, 2020, in connection with the Waiver and Conversion Agreement, Luxor converted $12,359~~The Notes include customary anti-dilution protection, including broad-based weighted average adjustments for issuances of ~~the Notes into 9,222,978~~additional shares ~~of the Company’s common stock. The aggregate principal amount of the Notes, after considering the impact of interest paid-in-kind and the conversions, totaled $49,645 as of June 30, 2020.~~ ~~The effective interest rate for borrowings on the Notes, after considering the allocated discount, is approximately 7.62%~~(down-round features).

~~See~~ ~~Note 15 – Subsequent Events~~ for details on an additional conversion of the Notes and revisions to the interest rate and maturity date of the Notes in connection with an amendment to the Convertible Notes Agreement on July 15, 2020. Upon maturity, the outstanding Notes (and any accrued but unpaid interest) will be repaid in cash or converted into shares of common stock, at the holder’s election.

~~The Notes include customary anti-dilution protection, including broad-based weighted average adjustments for issuances of additional shares (down-round features).~~ The Notes are currently convertible at the holder’s election into shares of the Company’s common stock at a rate of ~~$12.51~~$10.45 per share.

The Company’s payment obligations on the Notes are not guaranteed. The Convertible Notes Agreement contains negative covenants, affirmative covenants, representations and warranties and events of default that are substantially similar to those that are set forth in the Credit Agreement ~~and applicable to Waitr Inc. and Intermediate Holdings~~ (except those that relate to collateral and related security interests, which are not contained in the Convertible Notes Agreement or otherwise applicable to the Notes). We believe that we were in compliance with all covenants under the Convertible Notes Agreement as of ~~June 30, 2020.~~

On September 27, 2019, the Company entered into an interest-free promissory note to fund a portion of an acquisition. The principal amount of the promissory note was initially $500, payable in 24 monthly installments, with payments expected to begin shortly after integration of the acquired assets onto the Company’s platform. The Company recorded the promissory note at its fair value of $452 and will impute interest over the life of the note using an interest rate of 10%, representing the estimated effective interest rate at which the Company could obtain financing. On February 13, 2020, the Company entered into an amendment to the asset purchase agreement, whereby the promissory note was amended to $600, payable in 30 monthly installments, commencing on March ~~1, 2020. The current portion of the promissory note of $186 is included in other current liabilities in the unaudited condensed consolidated balance sheet at June 30, 2020.~~

On October 1, 2019, the Company entered into an interest-free promissory note to fund a portion of an additional acquisition. The principal amount of the promissory note is $100, payable in 24 monthly installments. Payments commenced on January 15, 2020. The Company recorded the promissory note at its fair value of $90 and will impute interest over the life of the note using an interest rate of 10%, representing the estimated effective interest rate at which the Company could obtain financing. The current portion of the promissory note of $45 is included in other current liabilities in the unaudited condensed consolidated balance sheet at June 30, 2020.31, 2021.

~~On June 26, 2019, the Company entered into a loan agreement with First Insurance Funding~~The Company’s short-term loans include loans to finance ~~a portion~~portions of ~~its~~certain annual insurance premium ~~obligation.~~obligations. The ~~principal amount of the loan was $5,032,~~loans are payable in monthly installments until maturity. The loan matured on April 1, 2020 and carried an annual interest rate of 4.08%. On May 16, 2020, the Company entered into an additional loan agreement with First Insurance Funding for $362 in principal amount, payable in 10 monthly installments until maturity on February 28, 2021. The loan carries an annual interest rate of 3.49% and had an outstanding principal balance at June 30, 2020 of $291.

On November 15, 2019, the Company entered into a loan agreement with BankDirect Capital Finance to finance a portion of its annual directors and officers insurance premium obligation. The principal amount of the loan is $1,993, payable in monthly installments, until maturity. The loan matures on August 15, 2020 and carries an annual interest rate of 4.15%. As of June 30, 2020, $449 was outstanding under such loan.

On June 1, 2020, the Company entered into a loan agreement with IPFS Corporation to finance a portion of its annual general liability insurance premium obligation. The principal amount of the loan is $1,354, payable in monthly installments beginning July 1, 2020, until maturity. The loan matures on May 31, 2021 and carries an annual interest rate of 3.99%.

Deferred revenue is comprised of unearned setup and integration fees. The Company’s opening deferred revenue balance was $459 and $4,670 as of January 1, 2020 and January 1, 2019, respectively. The Company recognized $36 and $1,081 of setup and integration revenue during the three months ended June 30, 2020 and 2019, respectively, and $414 and $2,103 during the six months ended June 30, 2020 and 2019, respectively, which was included in the deferred revenue balances at the beginning of the respective periods.

~~As of June 30, 2020, $47 of revenue is expected to be recognized from remaining performance obligations for setup and integration feesover the next 12 months.~~

The Company provides for income taxes using an asset and liability approach under which deferred income taxes are provided for based upon enacted tax laws and rates applicable to periods in which the taxes become payable. The Company recorded income tax expense ~~(benefit)~~ of ~~$17~~$24 and ~~$(32)~~$17 for the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively, ~~and $34 and $30 for the six months ended June 30, 2020 and 2019, respectively. The Company’s income tax expense is~~ entirely related to state taxes ~~required on gross margins~~ in ~~Texas.~~various jurisdictions. A partial valuation allowance has been recorded as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 as the Company has ~~historically~~ generated net operating losses prior to the second quarter of 2020, and the Company did not consider future book income as a source of taxable income when assessing if a portion of the deferred tax assets is more likely than not to be realized.

OnAs of March ~~27, 2020,~~31, 2021, the Company recognized $1,334 in employer payroll tax deferrals under the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted and signed into law and GAAP requires recognition of the tax effects of new legislation during the reporting period that includes the enactment date. The CARES Act includes changes to the tax provisions that benefit business entities and makes certain technical corrections to the Tax Cuts and Jobs Act of 2017. The tax relief measures for businesses include a five-year net operating loss carryback, suspension of annual deduction limitation of 80% of taxable income from net operating losses generated in a tax year beginning after December 31, 2017, changes in the deductibility of interest, acceleration of alternative minimum tax credit refunds, payroll tax relief, and a technical correction to allow accelerated deductions for qualified improvement property. The CARES Act also provides other non-tax benefits to assist those impacted by the pandemic. The Company evaluated the impact of the CARES Act and determined that there was no significant impact to the income tax provision for the quarter.

~~As of June 30, 2020, the Company recognized $187 in employer payroll tax deferrals under the CARES~~(CARES) Act, of which 50% will be paid in 2021 and 50% will be paid in 2022. These amounts are reflected in other current and non-current liabilities in the accompanying unaudited condensed consolidated balance sheet.

During the third quarter of 2020, the Company identified and corrected an immaterial error related to the understatement of an accrued medical contingency (the “Medical Contingency”) that affected previously issued consolidated financial statements. The Company became liable for a claim due to the insolvency of a previous workers compensation insurer. The Company assessed the materiality of the error, both quantitatively and qualitatively, in accordance with the SEC’s Staff Accounting Bulletin No. 99, and concluded that the error was not material to any of its previously reported financial statements based upon qualitative aspects of the error. However, as the error was large quantitatively, previously issued financial statements have been revised and are presented for comparative purposes. The Company engaged a third-party actuary to assist in the calculation of the estimated loss exposure and determined that the accrued liability recorded at December 31, 2018 for the claim was understated by approximately $17,505, which resulted in additional expense for the year ended December 31, 2018 of $17,505.

The cumulative impact of the error correction on the Company’s retained earnings and stockholders’ equity as of January 1, 2020 was $17,505. As shown in the table below, there was no impact to net cash provided by operating activities for the three months ended March 31, 2020. Net income (loss) for the three months ended March 31, 2020 was not impacted by the revision. Line items affected by the revision are included in the tables below.

As of March 31, 2021, the Company had operating lease agreements for office facilities in various locations in the United States, which expire on various dates through August 2026. The terms of the lease agreements provide for rental payments that generally increase on an annual basis. The Company does not have any material finance leases. The Company recognizes expense for leases on a straight-line basis over the lease term, which the Company generally expects to be the non-cancellable period of the lease. As of March 31, 2021, the Company recognized on its unaudited condensed consolidated balance sheet operating right-of-use assets of $5,064 and current and noncurrent operating lease liabilities of $1,518 and $3,885, respectively. Operating lease costs recognized in the unaudited condensed consolidated statement of operations for the three months ended March 31, 2021 totaled $401.

The ~~Company received an assessment from~~following table presents supplemental cash flow information and the ~~State of Mississippi Department of Revenue (the “MDR”), in connection with their audit of Waitr~~weighted-average lease term and discount rate for the ~~period from April 2017 through January 2019, claiming additional sales taxes due. The assessment relates to~~Company’s operating leases for the ~~MDR’s assertion that sales taxes are due on~~three months ended March 31, 2021:

As of March 31, 2021, the ~~delivery fees charged to end user customers when an order~~future minimum lease payments required under non-cancelable operating leases were as follows (in thousands):

As of March 31, 2021 and December 31, 2020, the long-term portion of the estimated Medical Contingency claim totaled $16,844 and $16,987, respectively, and is placed on the Waitr Platform. The total asserted claim, plus estimated accrued interest and penalties, amounts to approximately $339 at June 30, 2020. We disagree with the MDR’s assertion that our delivery fees are subject to sales tax and that we are liable for such sales taxes. We areincluded in the ~~process~~unaudited condensed consolidated balance sheet as accrued medical contingency. The current portion of ~~appealing~~ the ~~MDR’s assessment.~~Medical Contingency totaled $456 and $448 as of March 31, 2021 and December 31, 2020, respectively, and is included in other current liabilities. See Note 9 – Correction of Prior Period Error for additional information.

~~On November 27, 2017, Guarantee Insurance Company (“GIC”), the Company’s former~~We establish a liability under our workers’ compensation ~~insurer, was ordered into receivership~~and auto insurance policies for ~~purposes~~claims incurred and an estimate for claims incurred but not yet reported. As of ~~liquidation by the Second Judicial Circuit Court~~March 31, 2021 and December 31, 2020, $4,569 and $4,697, respectively, in ~~Leon County, Florida. At the time of the court order, GIC was administering the Company’s~~ outstanding workers’ compensation ~~claims. Upon entering receivership,~~and auto policy claims are included in the ~~guaranty associations~~unaudited condensed consolidated balance sheet. The short-term portions of the ~~states where GIC operated began reviewing outstanding claims administered by GIC~~liability for continued claim coverage eligibility based on guaranty associations’ eligibility criteria. The Company’s net worth exceeded the threshold of $25,000 established by the Louisiana Insurance Guaranty Association (“LIGA”) when determining eligibility for claims coverage. As such, LIGA assessed the Company’s outstanding claim as ineligible for coverage. As of June 30, 2020 and December 31, 2019, the Company had $362 and $641, respectively, inour workers’ compensation ~~liabilities associated with the GIC claims. The Company recorded 0 general~~ and ~~administrative expense related to these liabilities during the three or six months ended June 30, 2020 or 2019.~~auto insurance claims are included in other current liabilities.

OnIn July ~~14,~~ 2016, Waiter.com, Inc. filed a lawsuit against Waitr ~~Incorporated, the Company’s wholly-owned subsidiary,~~Inc. in the United States District Court for the Western District of Louisiana, alleging trademark infringement based on Waitr’s use of the “Waitr” trademark and logo, Civil Action No.: 2:16-CV-01041. Plaintiff seeks injunctive relief and damages relating to Waitr’s use of the “Waitr” name and logo. ~~The~~During the third quarter of 2020, the trial date ~~has been postponed indefinitely due~~was rescheduled to June 2021, and in September 2020, the ~~COVID-19 pandemic.~~court ruled on various motions, certain of which ruled against defenses the Company had advanced. Waitr believes that ~~this~~the damages case lacks merit and that it has ~~strong defenses~~a defense to ~~all of~~ the infringement claims alleged. Waitr ~~intends~~continues to vigorously defend the suit. The Company accrued a $4,000 reserve in connection with this lawsuit during the first quarter of 2021. The accrued legal contingency is included in other current liabilities in the unaudited condensed consolidated balance sheet at March 31, 2021 and in other expenses in the unaudited condensed consolidated statement of operations for the three months ended March 31, 2021.

~~plaintiffs,~~seek recovery on behalf of themselves and ~~similarly situated drivers, will dismiss~~two separate classes. Based on the ~~lawsuits against~~current class definitions, as many as 10,000 restaurant partners could be members of the ~~Company in consideration~~two separate classes that the representative plaintiffs are attempting to certify. Plaintiff’s deadline to file a motion for class certification is October 2021. Waitr maintains that the ~~Company issuing up~~underlying allegations and claims lack merit, and that the classes, as pled, are incapable of certification. Waitr continues to ~~1,556,420 shares of Waitr common stock to be allocated to participating class members pursuant to a formula set forth in~~vigorously defend the ~~settlement agreement. On April 28, 2020, the court granted the Motion and scheduled a fairness hearing for August 19, 2020.~~suit.

OnIn September ~~26,~~ 2019, Christopher Meaux, David Pringle, Jeff Yurecko, Tilman J. Fertitta, Richard Handler, Waitr Holdings Inc. f/k/a Landcadia Holdings Inc., Jefferies Financial Group, Inc. and Jefferies, LLC were named as defendants in a putative class action lawsuit entitled Walter Welch, Individually and on Behalf of all Others Similarly Situated vs. Christopher Meaux, David Pringle, Jeff Yurecko, Tilman J. Fertitta, Richard Handler, Waitr Holdings Inc. f/k/a Landcadia Holdings Inc., Jefferies Financial Group, Inc. and Jefferies, LLC. The case was filed in the Western District of Louisiana, Lake Charles Division. In the lawsuit, the plaintiff asserts putative class action claims alleging, inter alia, that various defendants made false and misleading statements in securities filings, engaged in fraud, and violated accounting and securities rules. A similar putative class action lawsuit, entitled Kelly Bates, Individually and on Behalf of all Others Similarly Situated vs. Christopher Meaux, David Pringle, Jeff Yurecko, Tilman J. Fertitta, Richard Handler, Waitr Holdings Inc. f/k/a Landcadia Holdings Inc., Jefferies Financial Group, Inc. and Jefferies, LLC, was filed in that same court onin November 4, 2019. ~~Waitr expects the court will determine a lead plaintiff and the~~These two cases ~~will be consolidated.~~were recently consolidated, and an amended complaint was filed in October 2020. The Company filed a motion to dismiss in February 2021. Waitr believes that ~~these cases lack~~this lawsuit lacks merit and that it has strong defenses to all of the claims alleged. Waitr ~~intends~~continues to vigorously defend ~~both lawsuits.~~the suit.

In addition to the lawsuits described above, Waitr is involved in other litigation arising from the normal course of business activities, including, without limitation, labor and employment claims, allegations of infringement, misappropriation and other violations of intellectual property or other rights, lawsuits ~~involving~~and claims ~~for~~involving personal injuries, physical damage and workers’ compensation benefits suffered as a result of alleged ~~Waitr~~conduct involving its employees, independent contractor drivers, ~~independent contractors,~~ and third-party negligence. Although Waitr believes that it maintains insurance with standard deductibles that generally covers ~~its~~ liability for potential damages ~~if any,~~in many of these matters where coverage is available on acceptable terms (it is not maintained for claims involving intellectual property), insurance coverage is not guaranteed, often these claims are met with denial of coverage positions by the carriers, and ~~Waitr~~there are limits to insurance coverage; accordingly, we could suffer material losses as a result of these claims or the denial of coverage for such claims.

OnIn June ~~16,~~ 2020, the Company’s stockholders approved the Waitr Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan (the ~~“Amended 2018~~“2018 Incentive Plan”), which ~~is an amendment and restatement of the Waitr Holdings Inc. 2018 Omnibus Incentive Plan (the “2018 Incentive Plan”). The Amended 2018 Plan~~ permits the granting of awards in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based awards, and other stock-based or cash-based awards. The Amended 2018 Plan was adopted principally to serve as a successor plan to the 2018 Incentive Plan, and to increase the number of shares of common stock reserved for issuance of equity-based awards by 13,500,000 shares, which is in addition to the share reserve amount that remained available under the 2018 Incentive Plan prior to the adoption of the Amended 2018 Plan. Additionally, the Amended 2018 Plan extended the provision for automatic increases in shares reserved for issuance on January 1^st ~~of each year to January 1, 2030. The automatic increases each year are equal to 5% of the total number of outstanding shares of the Company’s common stock on December 31~~^st ~~of the preceding calendar year.~~ As of ~~June 30, 2020,~~March 31, 2021, there were ~~7,675,686~~11,642,846 shares of common stock available for future grants pursuant to the ~~Amended~~ 2018 Incentive Plan. The Company also has outstanding equity awards under the 2014 Stock Plan (as amended in 2017, the “Amended 2014 Plan”).

Total compensation expense related to awards under the Company’s incentive plans was ~~$602~~$2,078 and ~~$2,519~~$848 for the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and $1,450 and $4,552 for the six months ended June 30, 2020 and 2019,~~ respectively.

During the three months ended March 31, 2021, 500,000 stock options were granted under the 2018 Incentive Plan, with an aggregate grant date fair value of $1,095. The weighted average exercise price of the options is $2.78, and the options will vest in twelve quarterly installments during the period from October 1, 2021 through July 1, 2024. The options have an approximate 5 year exercise term. On January 3, 2020, 9,572,397 stock options were granted under the 2018 Incentive Plan to the Company’s chief executive officer (the “Grimstad Option”), with an aggregate grant date fair value of $2,297. The exercise price of the options is $0.37, and the options ~~will~~ vest 50% on each of the first two anniversaries of the grant date. The options have a five-year exercise term.

The fair value of each stock option grant during the ~~Grimstad Option~~three months ended March 31, 2021 and 2020 was estimated as of the grant date using an option-pricing model with the ~~following assumptions:~~assumptions included in the table below. Expected volatility for stock options is estimated based on a combination of the historical volatility of the Company’s stock price and the historical and implied volatility of comparable publicly traded companies.

	Three Months Ended June 30,
	2020		2021		2020
Weighted-average fair value at grant	$	0.24	$	2.19	$	0.24
Risk free interest rate	1.54%		0.46%		1.54%
Expected volatility	100.6%		131.4%		100.6%
Expected option life (years)		3.25		3.59		3.25

The ~~Grimstad Option was not exercisable upon vesting unless the stockholders of the~~ Company ~~approved an amendment to the 2018 Incentive Plan to increase the number of shares of common stock available~~recognized compensation expense for ~~award under such plan by an amount at least equal to the number of shares of common stock underlying the Grimstad Option, subject to certain provisions. On June 16, 2020, as discussed~~

~~above, the Company’s stockholders approved the Amended 2018 Plan, which included a 13,500,000 increase in common shares reserved for issuance of equity-based awards under such plan.~~

~~As of June 30, 2020, there were 9,789,600~~ stock options ~~outstanding under~~of $334 and $373 for the ~~Company’s incentive plans.~~three months ended March 31, 2021 and 2020, respectively. Unrecognized compensation cost related to unvested stock options as of ~~June 30, 2020~~March 31, 2021 totaled ~~$2,135,~~$2,086, with a weighted average remaining vesting period of approximately ~~1.51~~1.1 years.

The stock option activity under the Company’s incentive plans during the three months ended March 31, 2021 and 2020 is as follows:

	Three Months Ended March 31, 2021							Three Months Ended March 31, 2020
	Number of Shares			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value
Balance, beginning of period		9,753,257		$	0.43	$	0.33		445,721		$	3.66	$	5.04
Granted		500,000			2.78		2.19		9,572,397			0.37		0.24
Exercised		(6,779	)		0.88		4.73		(24,309	)		0.34		1.91
Forfeited		(13,995	)		4.58		4.38		(62,608	)		3.38		5.68
Expired		(6,536	)		4.83		3.26		(37,409	)		1.12		5.09
Balance, end of period		10,225,947		$	0.54	$	0.41		9,893,792		$	0.50	$	0.40

Outstanding stock options, which were fully vested and expected to vest and exercisable are as follows as of March 31, 2021 and December 31, 2020:

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the fair value of the common stock and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options on each date. This amount will change in future periods based on the fair value of the Company’s stock and the number of options outstanding. The aggregate intrinsic value of awards exercised during the three months ended March 31, 2021 and 2020 was $15 and $12, respectively. Upon exercise, the Company issued new common stock.

OnThe Company’s restricted stock grants include performance-based and time-based vesting awards. The fair value of restricted shares is typically determined based on the closing price of the Company’s common stock on the date of grant.

As of March 31, 2021, there were 3,159,325 performance-based RSUs outstanding under the Company’s 2018 Incentive Plan, including 3,134,325 RSUs granted to the Company’s chief executive officer in April ~~23,~~ 2020 ~~3,134,325 performance based RSUs were granted~~ (the “Grimstad RSU Grant”) ~~under the 2018 Incentive Plan to Mr.~~. The Grimstad ~~with~~RSU Grant has an aggregate grant date fair value of ~~$3,542. The Grimstad RSU Grant~~$3,542 and vests in full in the event of a ~~Corporate Change,~~change of control, as defined in Mr. Grimstad’s employment agreement with the Company (the “Employment Agreement”), subject to his continuous employment with the Company through the date of a ~~Corporate Change;~~change of control; provided, however, that the Grimstad RSU Grant shall fully vest in the event that Mr. Grimstad terminates his employment for ~~Good Reason (as defined therein)~~good reason or he is terminated by the Company for reason other than ~~Misconduct (as defined therein) prior to a Corporate Change.~~misconduct. NaN stock-based compensation expense will be recognized for the Grimstad RSU Grant until such time that is probable that the performance goal will be achieved, or at the time that Mr. Grimstad terminates his employment for ~~Good Reason~~good reason or he is terminated by the Company for reason other than ~~Misconduct,~~misconduct, should either occur.

During the ~~six~~three months ended ~~June 30, 2020, 2,754,501~~March 31, 2021, 195,000 RSUs with time-based vesting were granted ~~to certain employees and certain members of the board of directors of the Company~~ pursuant to the Company’s 2018 Incentive Plan ~~and the Amended 2018 Plan, with~~(with an aggregate grant ~~date~~ fair value of ~~$5,376.~~value of $714). The ~~RSU grants~~RSUs generally vest in various manners in accordance with the terms specified in the applicable RSU award agreements, with 1,400,000 RSUs granted to certain non-employee directors vesting upon the earlier of June 30, 2021 and the date of the 2021 annual meeting of the Company’s stockholders and 1,354,501 RSUs granted to employees vesting generally between one to three years, ~~from the date of grant, all of which~~and accelerate and fully vest upon a change of control.

~~A total~~The Company recognized compensation expense for restricted stock of ~~545,319 RSUs vested~~$1,744 and $475 during the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 1,459,580 RSUs were forfeited prior to vesting. As of June 30, 2020, there were 3,932,241 unvested time-based RSUs outstanding under the Company’s incentive plans.~~respectively. Unrecognized compensation cost related to unvested time-based RSUs as of ~~June 30, 2020~~March 31, 2021 totaled ~~$6,466,~~$5,705, with a weighted average remaining vesting period of approximately ~~1.41~~1.77 years. During the three months ended March 31, 2021 and 2020, the total fair value of restricted shares that vested during such periods was $2,493 and $6, respectively.

The activity for restricted stock with time-based vesting under the Company’s incentive plans is as follows for the three months ended March 31, 2021 and 2020:

On April 23, 2020, the Company entered into a performance bonus agreement with Mr. ~~Grimstad (the “Bonus Agreement”).~~Grimstad. Pursuant to the ~~Bonus Agreement,~~bonus agreement, upon the occurrence of a ~~Corporate Change (as defined in the Employment Agreement)~~change of control in which the holders of the Company’s common stock receive per share consideration that is equal to or greater than $2.00, subject to adjustment in accordance with the 2018 Incentive Plan, the Company shall pay Mr. Grimstad an amount equal to $5,000 (the “Bonus”). In order to receive the Bonus, Mr. Grimstad must remain continuously employed with the Company through the date of the ~~Corporate Change;~~change of control; provided, however, that in the event Mr. Grimstad terminates his employment for ~~Good Reason (as defined in the Employment Agreement)~~good reason or the Company terminates his employment other than for ~~Misconduct (as defined in the Employment Agreement),~~misconduct, Mr. Grimstad will be entitled to receive the Bonus provided the ~~Corporate Change~~change of control occurs ~~on or before January 3, 2022. Expense~~during his employment term. Compensation expense related to the ~~Bonus Agreement~~bonus agreement will not be recognized until such time that is probable that the performance goal will be achieved.

At ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, there were 249,000,000 shares of common stock authorized and ~~102,382,511~~115,387,140 and ~~76,579,175~~111,259,037 shares of common stock issued and outstanding, respectively, with a par value of $0.0001. The Company did not hold any shares as treasury shares as of ~~June 30, 2020~~March 31, 2021 or December 31, ~~2019.~~2020. The Company’s common stockholders are entitled to one vote per share.

At ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the Company was authorized to issue 1,000,000 shares of preferred stock ($0.0001 par value per share). There were 0 issued or outstanding preferred shares as of ~~June 30, 2020~~March 31, 2021 or December 31, ~~2019.~~

On March 20, 2020, the Company entered into an open market sale agreement with respect to an at-the-market offering program (the “ATM Program”) under which the Company could offer and sell, from time to time at its sole discretion, shares of its common stock, having an aggregate offering price of up to $25,000 through Jefferies LLC as its sales agent. The issuance and sale of shares by the Company under the agreement were made pursuant to the Company’s effective registration statement on Form S-3 which was filed on April 4, 2019. From March 20, 2020 through June 30, 2020, the Company sold 14,262,305 shares of common stock under the ATM Program at an average price of $1.28 per share, for gross proceeds of $18,314. Net proceeds, after deducting sales commissions, totaled $18,024. The ATM Program was terminated on May 1, 2020 when the Company entered into the May 2020 ATM Program (defined below), with ~~approximately $6,686 out of the aggregate $25,000 remaining unsold~~.

On May 1, 2020, the Company entered into an amendment and restatement of the open market sale agreement associated with its March 20, 2020 ATM Program, with respect to an at-the-market offering program (the “May 2020 ATM Program”), under which the Company could offer and sell, from time to time at its sole discretion, shares of its common stock, having an aggregate offering price of up to $30,000 through Jefferies LLC as its sales agent. The issuance and sale of shares by the Company under the amended and restated agreement were made pursuant to the Company’s registration statement on Form S-3 described above. From May 1, 2020 through June 30, 2020, the Company sold 1,848,760 shares of common stock under the May 2020 ATM Program at an average price of $2.50 per share, for gross proceeds of $4,630. Net proceeds, after deducting sales commissions, totaled $4,560. The remaining $25,370 under the May 2020 ATM Program was sold in early July 2020 (see ~~Note 15 – Subsequent Events~~).

~~During the three months ended~~ ~~June 30, 2020, in connection with the Waiver and Conversion Agreement, Luxor converted $12,359 of the Notes into 9,222,978 shares of the Company’s common stock (see~~ ~~Note 7 – Debt). Luxor converted additional Notes in July 2020 (see~~ ~~Note 15 – Subsequent Events~~).2020.

In ~~connection with the Debt Facility,~~November 2018, the Company issued to Luxor Capital warrants ~~(the “Debt Warrants”)~~ which are currently exercisable for ~~399,726~~478,458 shares of the Company’s common stock with ana current exercise price of ~~$12.51~~$10.45 per ~~share.~~share (the “Debt Warrants”). The Debt Warrants expire on November 15, 2022 and include customary anti-dilution protection, including broad-based weighted average adjustments for issuances of additional shares (down-round features). Additionally, holders of the Debt Warrants have customary registration rights with respect to the shares underlying the Debt Warrants.

At March 31, 2021 and December 31, 2020, the Company had an outstanding medical contingency claim which is measured at fair value on a recurring basis (see Note 10 – Commitments and Contingencies). The long-term portion of the liability for such claim is included in the unaudited condensed consolidated balance sheets under accrued medical contingency, with the short-term portion included within other current liabilities. The medical contingency claim is measured at fair value using a method that incorporates life-expectancy assumptions, along with projected annual medical costs for each future year, adjusted for inflation. An average annual inflation rate of 3.5% was used in the development of the actuarial estimate for medical costs, based on historical medical cost inflation trends as published by the U.S. Bureau of Labor Statistics. Additionally, the measurement includes factors to derive a probability-weighted average of future payments in order to reflect variations from the life-expectancy assumptions, using CDC National Vital Statistics Reports as a tool in the analysis. Projected cash flows are discounted using an interest rate consistent with the U.S. 30-year treasury yield curve rates.

The medical contingency claim analysis represents a Level 3 measurement as it was based on unobservable inputs reflecting the Company’s assumptions used in developing the fair value estimate. The inputs used in the measurement, particularly life expectancy and projected medical costs, are sensitive inputs to the measurement and changes to either could result in significantly higher or lower fair value measurements. The Company utilized historical transactional data regarding the claim, along with projections for future comprehensive medical care costs. These inputs required significant judgments and estimates at the time of the valuation.

The following table presents the Company’s liabilities measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 (in thousands):

The Company had 0 assets required to be measured at fair value on a recurring basis at March 31, 2021 or December 31, 2020. Adjustments to the accrued medical contingency are recognized in other expense on the condensed consolidated statement of operations. There have been 0 transfers between levels during the periods presented in the accompanying condensed consolidated financial statements. The following table presents a reconciliation of liabilities classified as Level 3 financial instruments for the periods indicated (in thousands):

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record certain assets and liabilities at fair value on a non-recurring basis. The Company generally applies fair value concepts in recording assets and liabilities acquired in business combinations and asset acquisitions (see Note 3 – Business Combinations).

Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common stock outstanding during the period, without consideration for common stock equivalents. Diluted earnings (loss) per share attributable to common stockholders is computed by dividing net income (loss) by the weighted-average number of common stock outstanding during the period and potentially dilutive common stock equivalents, including stock options, restricted stock awards, restricted stock units and warrants, except in cases where the effect of the common stock equivalent would be antidilutive.

During 2019, the Company calculated basic and diluted earnings per share using the two-class method. Participating securities during 2019 consisted of restricted stock awards which contained rights to receive non-forfeitable dividends. The Company had net losses during the three and six months ended June 30 2019, and accordingly, pursuant to the guidance under ASC 260, a portion of the net losses was not allocated to such securities under the two-class method. During 2020, there were 0 remaining outstanding restricted stock awards and no other securities classified as participating securities.

The calculation of basic and diluted ~~earnings (loss)~~loss per share attributable to common stockholders for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ is as follows (in thousands, except share and per share data):

Three Months Ended June 30,

Six Months Ended June 30,

2020

2019

2020

2019

Basic Earnings per Share:

Net income (loss)

$
10,653

$
(24,852
)

$
8,551

$
(49,601
)
Gain on debt extinguishment recorded as a capital
contribution

—

1,897

—

1,897

Net income (loss) attributable to common stockholders - basic

$
10,653

$
(22,955
)

$
8,551

$
(47,704
)
Weighted average number of shares outstanding - basic

95,053,207

72,416,614

85,968,962

68,492,911

Basic earnings (loss) per common share

$
0.11

$
(0.32
)

$
0.10

$
(0.70
)

Diluted Earnings per Share:

Net income (loss)

$
10,653

$
(24,852
)

$
8,551

$
(49,601
)
Gain on debt extinguishment recorded as a capital
contribution

—

1,897

—

1,897

Net income (loss) attributable to common stockholders - diluted

$
10,653

$
(22,955
)

$
8,551

$
(47,704
)
Weighted average number of shares outstanding – diluted

105,951,232

72,416,614

91,769,460

68,492,911

Diluted earnings (loss) per common share

$
0.10

$
(0.32
)

$
0.09

$
(0.70
)

	Three Months Ended March 31,
	2021			2020
Basic and diluted loss per share:
Net loss attributable to common stockholders - basic and diluted	$	(3,712	)	$	(2,102	)
Weighted average number of shares outstanding		112,334,094			76,884,717
Basic and diluted loss per common share	$	(0.03	)	$	(0.03	)

~~During the three and six months ended June 30, 2019, the Company recorded a gain on debt extinguishment of $1,897 as a capital contribution in accordance with the guidance in ASC 470-50.~~

The Company has outstanding Notes which are convertible into shares of the Company’s common stock. See Note 7 – Debt for additional details on the Notes.

The following table includes potentially dilutive common stock equivalents as of June 30, 2020 and 2019. The Company generated a net loss attributable to the Company’s common stockholders for the three and six months ended June 30, 2019. Accordingly, the effect of dilutive securities is not considered in the loss per share for such periods because their effect would be antidilutive Based on the ~~net loss. For~~conversion price in effect at the ~~three and six months ended June 30, 2020, 86,747 stock options were considered anti-dilutive because the exercise price~~end of the ~~options exceeded~~respective periods, the ~~average market price~~Notes were convertible into 4,737,237 and 4,923,661 shares, respectively, of the Company’s common stock ~~for such periods,~~at March 31, 2021 and ~~as a result, the effect of these options in not considered in the diluted earnings per share for such periods. At June 30, 2020, antidilutive restricted stock units of 1,917,091~~2020. Such shares were excluded from the ~~computation~~fully diluted calculation because the effect on net loss per common share would have been anti-dilutive.

Additionally, the following table includes securities outstanding at the end of the respective periods, which have been excluded from the fully diluted ~~earnings~~calculations because the effect on net loss per common share ~~based on the treasury stock method.~~

In November ~~15,~~ 2018, the Company entered into the Credit Agreement, and onin January ~~17,~~ 2019, ~~in connection with the Bite Squad Merger,~~ the Company entered into an amendment to the Credit Agreement, with Luxor Capital and an amendment to the Convertible Notes Agreement with the Luxor Entities. In addition, Luxor Capital has warrants which are convertible into shares of the Company’s common stock (see Note 12 – Stockholders’ Equity). On each of May 21, 2019, ~~in connection with the Offering,~~July 15, 2020 and March 9, 2021, the Company entered into ~~a second amendment~~amendments to the Credit Agreement with Luxor Capital and ~~a second amendment~~amendments to the Convertible Notes Agreement with the Luxor Entities. Additionally, on May 1, 2020, the Company entered into ~~the~~a Limited Waiver and Conversion Agreement with respect to the Credit Agreement and Convertible Notes Agreement. ~~See~~ ~~Note 7 – Debt~~ ~~for additional details regarding these transactions.~~ Jonathan Green, a board member of the Company, is a partner at Luxor Capital.

During the period from January 1, 2020 through July 31, 2020, the Company reimbursed C Grimstad and Associates, a company owned by our chief executive officer (“CGA”), $247 for certain of its consultants that provided consulting services to the Company

~~during this period. As of July 1, 2020, CGA is no longer providing consulting services and CGA did not mark-up or profit from these reimbursement transactions.~~

~~During the period from July 1, 2020 through July 10, 2020, the Company sold 7,587,655 shares of common stock~~On April 23, 2021, 3,500,000 RSUs were granted (the “Grimstad 2021 RSU Grant”) under the May 2020 ATM Program at an average price of $3.34 per share, for gross proceeds of $25,370. Net proceeds, after deducting sales commissions, totaled $24,990. This marked the completion of the May 2020 ATM Program.

~~In connection with the Waiver and Conversion Agreement (see~~ ~~Note 7 – Debt), the $12,500 payment on the Term Loans, classified as a current liability in the accompanying unaudited condensed consolidated balance sheet at June 30, 2020, was made on July 2, 2020.~~

~~Additionally, on July 16, 2020, $141 of Notes were converted into 105,384 shares of the Company’s common stock, representing the final conversion of Notes pursuant~~2018 Incentive Plan to ~~the Waiver and Conversion Agreement.~~

On July 15, 2020, the Company entered into an amendment to the Credit Agreement and an amendment to the Convertible Notes Agreement (together, the “Amended Loan Agreements”), pursuant to which each of the Loan Agreements was amended to provide that, upon the prepayment of $10,500 of the Term Loans under the Credit Agreement, the interest rate under such Loan Agreements will be reduced by 200 basis points for a ~~one-year~~ period, so that the interest rate under the Credit Agreement will be 5.125% per annum and the interest rate under the Convertible Notes Agreement will be 4.0% per annum during such period, and the maturity date under such Loan Agreements will be extended by one year to November 15, 2023. The $10,500 payment on the Term Loans was made on August 3, 2020.

~~During the period from July 1, 2020 through August 6, 2020, the Company granted 1,240,000 restricted stock units pursuant to the Amended 2018 Plan,~~Mr. Grimstad, with an aggregate grant date fair value of ~~approximately $3,267.~~$8,960, in connection with his employment agreement extension through January 2025. The ~~majority~~Grimstad 2021 RSU Grant will vest in three equal installments on the first, second and third anniversaries of January 3, 2022, subject to Mr. Grimstad’s continued employment through the applicable vesting date, and shall fully vest upon the consummation of a change of control, subject to Mr.Grimstad’s continued employment through the closing of such ~~restricted stock units are scheduled~~change of control or in the event that Mr. Grimstad terminates his employment for good reason or he is terminated by the Company for reason other than misconduct. Additionally, on April 23, 2021, the Board authorized the payment of a $1,000 discretionary cash bonus to Mr. Grimstad.

On April 23, 2021, 85,000 RSUs were granted (the “Bogdanov 2021 Award”) under the 2018 Incentive Plan to Leo Bogdanov, the Company’s Chief Financial Officer, with an aggregate grant date fair value of $218. The Bogdanov 2021 Award will vest ~~over a~~ ~~three-year~~ ~~period, with accelerated~~in three equal installments on the first, second and third anniversaries of the grant date, subject to Mr. Bogdanov’s continued employment through the applicable vesting date, and will vest in full upon a change of control, subject to Mr. Bogdanov’s continued employment through the closing of such change of control.

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

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q (the “Form 10-Q”) and with the audited consolidated financial statements included in the Company’s ~~2019~~2020 Form 10-K filed with the SEC on March ~~16, 2020.~~8, 2021. The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences are set forth in the section titled “Cautionary Statement Regarding Forward-Looking Statements”. Dollar amounts in this discussion are expressed in thousands, except as otherwise noted.

This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. All statements, other than statements of historical or current facts, that reflect future plans, estimates, beliefs and expected performance are forward-looking statements. In some cases, you can identify forward-looking statements because they are preceded by, followed by or include words such as “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions. These forward-looking statements are based on information available as of the date of this Form 10-Q and our management’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties, including the following factors, in addition to the factors discussed elsewhere in this Form 10-Q, and the factors discussed in our 2019 Form10-K (Part I, Item 1A, ~~Risk Factors), and in our subsequent quarterly reports (Part II, Item 1A.~~ ~~Risk Factors~~):

These risks and uncertainties may be outside of our control. Forward-looking statements should not be relied upon as representing our views as of any subsequent date. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Our actual results could differ materially from those discussed in these forward-looking statements.

Waitr operates an online ~~food~~ ordering technology platform, providing delivery, carryout and ~~delivery platform,~~dine-in options, connecting ~~local~~ restaurants, drivers and diners in cities across the United States. Our strategy is to bring delivery, carryout and ~~carryout~~dine-in infrastructure to underserved populations of restaurants, grocery stores and diners and establish strong market presence or leadership positions in the markets in which we operate. ~~On January 17, 2019, we completed the acquisition of Bite Squad, an online food ordering and delivery platform with operations similar to those of Waitr.~~ Our business has been built with a restaurant-first philosophy by providing differentiated and brand additive services to the restaurants on the Platforms. Our Platforms allow consumers to browse local restaurants and menus, track order and delivery status, and securely store previous orders for ease of use and convenience. Restaurants benefit from the online Platforms through increased exposure to consumers for expanded business in the delivery market and carryout sales.

On March 11, 2021, we completed the acquisition of Delivery Dudes, a third-party delivery business primarily serving the South Florida market (see “Liquidity and Capital Resources” for additional details). The acquisition strengthens the Company’s market presence in the on-demand delivery service sector. At ~~June 30, 2020,~~March 31, 2021, we had ~~approximately 18,000~~over 23,000 restaurants, in over ~~700~~800 cities, on the Platforms. Average Daily Orders for the three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ were approximately ~~44,241~~37,627 and ~~55,728,~~37,576, respectively, and revenue was ~~$60,506~~$50,930 and ~~$51,342, respectively. For the six months ended June 30, 2020 and 2019, Average Daily Orders were 40,909 and 54,269, respectively, and revenue was $104,749 and $99,374,~~$44,243, respectively.

~~During the second~~We continued to build on our success from 2020, growing our revenue and generating positive operating cash flow in first quarter of ~~2020,~~2021. The acquisition of Delivery Dudes and organic expansion into new markets during the first quarter of 2021 strengthened our market presence in both existing and new markets. In a continued effort to support our restaurants partners, we ~~continued implementing various initiatives,~~partnered with ~~a focus on improving revenue per order, costs per order, cash flow, profitability~~certain ordering integration systems, providing improved operational efficiency that benefits restaurants and ~~liquidity. One~~customers. Additionally, during the first quarter of ~~the major initiatives~~2021, we ~~successfully completed was switching to an independent contractor model for~~added several national brands and delivery drivers. Additionally, we continued to focus efforts on operational improvements through the streamlining of operations, support and sales and marketing functions and offered new and enhanced service offeringsonly “virtual” restaurant concepts to our ~~restaurant partners. The implementation of these initiatives resulted in revenue growth and profitable results for the three and six months ended June 30, 2020.~~

Sales of our common stock pursuant to at-the-market offerings launched in March and May 2020, along with the implementation of the initiatives discussed above, resulted in increases in our working capital and liquid assets as of June 30, 2020. At the completion of our at-the-market offering programs on July 10, 2020, we had sold a total of 23,698,720 shares of common stock for net proceeds of approximately $47,575. We continue to evaluate additional opportunities toPlatforms, further ~~strengthen our liquidity position, fund growth initiatives and/or combine with other businesses to complement our operating cash flows as we pursue our long-term growth plans.~~

On May 22, 2020, the board appointed Leonid (Leo) Bogdanov to the position of Chief Financial Officer. Mr. Bogdanov previously had been serving as Director of Financial Planning & Analysis of the Company. Additional management appointments made during the second quarter of 2020 through the filing of this Form 10-Q included the appointment on May 22, 2020 of Mark D’Ambrosio to the position of Chief Sales Officer and the appointments on July 1, 2020 of Thomas C. Pritchard to the position of General Counsel and David Cronin to the position of Chief Engagement Officer.

~~In March 2020, as the COVID-19 pandemic became more widespread in the U.S., we launched several initiatives to help protect and support~~bolstering our restaurant ~~partners, diners, drivers~~base and ~~employees during these unprecedented times, including offering no-contact delivery~~expanding selection for all restaurant delivery orders; offering no-contact grocery delivery in select markets; working with restaurant partners to waive diner delivery fees; deploying free marketing programs for restaurants; and providing masks, gloves and hand sanitizer to drivers. Additionally, in early April 2020, we expanded our ~~delivery areas to further support~~diners.

Impact of COVID-19 on our restaurant partners and diners. We have experienced a significant increase in the number of new independent contractor driver applications, providing us the capacity to satisfy additional delivery and carryout demand from restaurant partners and diners.Business

We have thus far been able to operate effectively during the COVID-19 pandemic. I~~n early March 2020,~~In response to economic hardships experienced during the COVID-19 pandemic, the U.S. federal government has rolled out stimulus payments in the first quarter of 2021 which we initially experienced declines in order volumes over an approximate three-week period, as restaurant and diner routines were disrupted by state-mandated stay-at-home orders and business closures. In mid-to-late-March, however, we began to experience steady improvements inbelieve had a positive impact on our order volumes. ~~Average Daily Orders~~We continue to implement measures to help protect and support our restaurant partners, diners, independent contractor drivers and our employees during these unprecedented times, including offering no-contact delivery for ~~the second quarter of 2020 exceeded first quarter 2020 volumes by approximately 18%.~~certain restaurant delivery orders and providing masks, gloves and hand sanitizer to drivers.

The potential short and long-term impacts and duration of the COVID-19 pandemic on the global economy and on the Company’s business, in particular, ~~are~~remain uncertain and may be difficult to assess or ~~predict.~~predict at this time. The pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, which may reduce the Company’s ability to access capital and continue to operate effectively. ~~The COVID-19 pandemic could also reduce the demand for the Company’s services. In addition, a~~A prolonged recession or ~~further~~additional financial market ~~correction~~corrections resulting from the spread of COVID-19, including an increase in the number of COVID-19 cases, could adversely affect demand for the Company’s services. To the extent that the COVID-19 pandemic adversely impacts the Company’s business, results of operations, liquidity or financial condition, it may also have the effect of heightening many of the other risks described in the risk factors in the Company’s ~~2019~~2020 Form 10-K. Management continues to monitor the impact of the COVID-19 outbreak ~~closely.~~and the possible effects on its financial position, liquidity, operations, industry and workforce.

The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period, along with related disclosures. We regularly assess these estimates and record changes to estimates in the period in which they become known. We base our estimates on historical experience and various other assumptions believed to be reasonable under the circumstances. Changes in the economic environment, financial markets, and any other parameters used in determining these estimates could cause actual results to differ from estimates. Significant estimates and judgements relied upon in preparing these condensed consolidated financial statements affect the following items:

Other than the changes disclosed in Part I, Item 1, Note 2 – Basis of Presentation and Summary of Significant Accounting Policies to our unaudited condensed consolidated financial statements in this Form 10-Q, there have been no material changes to our significant accounting policies and estimates described in the ~~2019~~2020 Form 10-K.

See Part I, Item 1, Note 2 – Basis of Presentation and Summary of Significant Accounting Policies for a description of accounting standards adopted during the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021. Also described in Note 2 are pending standards and their estimated effect on our unaudited condensed consolidated financial statements.

~~We currently qualify~~Through year-end 2020, we qualified as an “emerging growth company” pursuant to the provisions of the JOBS Act. ~~For as long as~~As an emerging growth company, we ~~are an “emerging growth company,” we may~~were able to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth ~~companies,”~~companies”, including not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, reduced disclosure obligations relating to the presentation of financial statements in ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations, exemptions from the requirements of holding advisory “say-on-pay” votes on executive compensation and stockholder advisory votes on golden parachute compensation. In addition,~~Act. Effective January 1, 2021, we are no longer an emerging growth ~~company can delay its adoption~~company. Accordingly, for fiscal year 2021, we will be required to include an opinion from our independent registered public accounting firm on the effectiveness of certain accounting standards until those standards would otherwise apply to private companies. Although we have the ability to “opt out” of this extended transition period, we are choosing not to do so. Section 107 of the JOBS Act provides that a decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.our internal controls over financial reporting.

~~Bite Squad Merger.~~Delivery Dudes Acquisition. The ~~Bite Squad Merger~~Delivery Dudes Acquisition was considered a business combination in accordance with ASC 805, and has been accounted for using the acquisition method. Under the acquisition method of accounting, total ~~merger~~purchase consideration, acquired assets and assumed liabilities are recorded based on their estimated fair values on the acquisition date. The excess of the fair value of ~~merger~~purchase consideration over the fair value of the assets less liabilities acquired has been recorded as ~~goodwill.~~goodwill on our unaudited condensed consolidated balance sheet as of March 31, 2021. The results of operations of ~~Bite Squad~~Delivery Dudes are included in our unaudited condensed consolidated financial statements beginning on the acquisition date, ~~January 17, 2019.~~March 11, 2021.

In connection with the ~~Bite Squad Merger,~~Delivery Dudes Acquisition, we incurred direct and incremental costs during the ~~six~~three months ended ~~June 30, 2019~~March 31, 2021 of approximately ~~$6,956,~~$606, consisting of legal and professional fees, which are included in general and administrative expenses in the unaudited condensed consolidated statement of operations in such period. During the six months ended June 30, 2020, we have eliminated certain duplicative costs and achieved synergies associated with the Bite Squad Merger, however, we may not continue to achieve this result at levels anticipated, resulting in higher general and administrative expenses in future periods.

Changes in Fee Structure. ~~Since 2017, our~~Our fee structure evolved gradually from a per transaction fee plus a percentage of the food sale amount to one based exclusively on a percentage of the food sale amount. In early 2018, we also established a multi-tier fee structure, allowing restaurants to elect to pay a higher fee rate in lieu of paying a one-time set-up and integration fee. Additionally, we initiated modifications tohas changed at various times since our fee structure in July 2019 with a majority of restaurants on the Waitr Platform, which became effective in August 2019, and in January 2020, with the majority of our remaining restaurants, which became effective throughout February 2020.inception. We continue to review and update our current rate structure, as necessary, as we look to offer new and enhanced value-adding services to our restaurant partners. Any changes to our fee structure could affect the comparability of our results of operations from period to period.

Seasonality and Holidays. Our business tends to follow restaurant closure and diner behavior patterns. In many of our markets, we ~~generally experience a relative increase~~have historically experienced variations in order frequency ~~from September to March and a relative decrease in diner activity from April to August primarily~~ as a result of weather patterns, university summer breaks and other vacation periods. In addition, a significant number of restaurants tend to close on certain major holidays, including Thanksgiving, Christmas Eve and Christmas ~~Eve-Day, in our key markets.~~Day. Further, diner activity may be impacted by unusually cold, rainy, or warm weather. Cold weather and rain typically drive increases in order volume, while unusually warm or sunny weather typically drives decreases in orders. Furthermore, snowstorms, ice storms, hurricanes and tropical storms have adverse effects on order ~~volume. Consequently,~~volume, particularly if they cause

property damage or utility interruptions to our ~~results between quarters, or between periods may vary as a result of prolonged periods of unusually cold, warm, inclement, or otherwise unexpected weather~~restaurant partners. The COVID-19 pandemic has had an impact on our typical seasonality trends and ~~the timing of certain holidays.~~could impact future periods.

Acquisition Pipeline. We ~~actively~~continue to maintain and evaluate aan active pipeline of potential ~~acquisitions~~acquisition targets and may ~~be acquisitive~~pursue acquisitions in the future. ~~Potentially significant future~~These potential business acquisitions may impact the comparability of our results in future periods ~~with those for~~relative to prior periods.

Efficient Market Expansion and Penetration. ~~Our continued revenue~~Revenue growth and ~~path to~~any corresponding improved cash flow and profitability is dependent on successful restaurant, diner and driver penetration of our markets and achieving ~~our targeted~~ scale in current and future markets. ~~Delay or failure~~Failure in achieving ~~positive market-level operating margins (exclusive of indirect and corporate overhead costs)~~this scale could adversely affect our working capital, which in turn, could slow our growth plans.

We typically target markets that we ~~estimate~~believe could achieve sustainable positive ~~market-level operating margins that support market~~ operating cash flows and profits, improve efficiency, and appropriately leverage the scale of our advertising, marketing, research and development, and other corporate resources. Our financial condition, cash flows, and results of operations depend, in significant part, on our ability to achieve and sustain our target profitability thresholds in our markets.

Waitr’s Restaurant, Diner and ~~Diner~~Driver Network. A significant part of our ~~growth~~strategy is our ability to successfully expand our network of restaurants, diners and ~~diners~~drivers using the Platforms. If we fail to retain existing ~~restaurants and diners using the Platforms,~~ or to add new restaurants, diners and ~~diners to the Platforms,~~drivers, our revenue and overall financial results ~~and business~~ may be adversely affected.

Defined below are the key business metrics that we use to analyze our business performance, determine financial forecasts, and help develop long-term strategic plans:

Active Diners. We count Active Diners as the number of diner accounts from which an order has been placed through the Platforms during the past twelve months (as of the end of the relevant period) and consider Active Diners an important metric because the number of diners using our Platforms is a key revenue driver and a valuable measure of the size of our engaged diner base.

Average Daily Orders. We calculate Average Daily Orders as the number of orders during the period divided by the number of days in that ~~period.~~period, including holidays. Average Daily Orders is an important metric for us because the number of orders processed on our Platforms is a key revenue driver and, in conjunction with the number of Active Diners, a valuable measure of diner activity on our Platforms for a given period.

Gross Food Sales. We calculate Gross Food Sales as the total food and beverage sales, sales taxes, prepaid gratuities, and diner fees processed through the Platforms during a given period. Gross Food Sales are different than the order value upon which we charge our fee to restaurants, which excludes sales taxes, gratuities and diner fees. Prepaid gratuities, which are not included in our revenue, are determined by diners and may ~~differ~~vary from order to order. Gratuities other than prepaid gratuities, such as cash tips, are not included in Gross Food Sales. Gross Food Sales is an important metric for us because the total volume of food sales transacted through our Platforms is a key revenue driver.

Average Order Size. We calculate Average Order Size as Gross Food Sales for a given period divided by the number of orders during the same period. Average Order Size is an important metric for us because the average value of gross food sales on our Platforms is a key revenue driver.

	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
Key Business Metrics (1)	2020		2019		2020		2019
Key Business Metrics⁽¹⁾									2021		2020
Active Diners (as of period end)		2,109,353		2,362,290		2,109,353		2,362,290		1,966,815		2,186,640
Average Daily Orders		44,241		55,728		40,909		54,269		37,627		37,576
Gross Food Sales (dollars in thousands)	$	175,044	$	183,042	$	308,557	$	353,445	$	150,281	$	133,513
Average Order Size (in dollars)	$	43.48	$	36.09	$	41.44	$	35.98	$	44.38	$	39.05

We generate revenue primarily when diners place an order on one of the Platforms. We recognize revenue from diner orders when orders are delivered. Our revenue consists primarily of ~~transaction fees, comprised of fees received from restaurants (determined as a percentage of the total food sales,~~ net of any diner promotions or refunds to diners) and diner fees. During a portion of the periods presented in this Form 10-Q, we also generated revenue from setup and integration fees collected from certain restaurants to onboard them onto the Platforms (these are recognized on a straight-line basis over the anticipated period of benefit) and subscription fees from restaurants that opt to pay a monthly fee in lieu of a lump sum setup and integration fee. Additionally, we sell gift cards and recognize revenue upon gift card redemption. Revenue also includes fees for restaurant marketing and data services.Transaction Fees.

Operations and Support. Operations and support expense consists primarily of salaries, benefits, stock-based compensation, and bonuses for employees ~~and contractors~~ engaged in operations and customer service, ~~including drivers,~~ as well as ~~city/~~market managers, restaurant onboarding, ~~photography,~~ and driver logistics personnel, and payments to independent contractor drivers for delivery services. Operations and support expense also includes payment processing costs incurred on customer orders and the cost of software and related services providing support for ~~customer orders.~~diners, restaurants and drivers.

Sales and Marketing. Sales and marketing expense consists primarily of salaries, commissions, benefits, stock-based compensation and bonuses for personnel supporting sales and ~~sales support personnel,~~marketing efforts, including restaurant business development managers, marketing employees and contractors, and third-party marketing expenses such as social media and search engine marketing, online display, team sponsorships ~~(the costs of which are recognized on a straight line basis over the useful period of the contract)~~ and print marketing.

Research and Development. Research and development expense consists primarily of salaries, benefits, stock-based compensation and bonuses for employees and contractors engaged in the design, development, maintenance and testing of the Platforms. This expense also includes such items as software subscriptions that are necessary for the upkeep and maintenance of the Platforms.

General and Administrative. General and administrative expense consists primarily of salaries, benefits, stock-based compensation and bonuses for executive, finance and accounting, human resources and other administrative employees as well as third-party legal,

accounting, and other professional services, insurance (including workers’ compensation, auto liability and general liability), travel, facilities rent, and other corporate overhead costs.

Depreciation and Amortization. Depreciation and amortization expense consists primarily of amortization of capitalized costs for software development, trademarks and customer relationships and depreciation of leasehold improvements, furniture, and equipment, primarily tablets deployed in restaurants. We do not allocate depreciation and amortization expense to other line items.

~~Intangible and Other Asset Impairments.~~ ~~Intangible and other asset impairments include write-downs of intangible assets and minor impairments related to the replacement of internally developed software code.~~

Other Expenses (Income) and Losses (Gains), Net. Other expenses (income) and losses (gains), net, primarily includes interest expense on outstanding debt, ~~and interest income on cash and money market deposits.~~as well as any other items not considered to be incurred in the normal operations of the business.

The following table sets forth our results of operations for the periods indicated, with line items presented in thousands of dollars and as a percentage of our revenue:

	Three Months Ended March 31,
(in thousands, except percentages⁽¹⁾)	2021			% of Revenue			2020			% of Revenue
Revenue	$	50,930			100	%	$	44,243			100	%
Costs and expenses:
Operations and support		30,338			60	%		26,365			60	%
Sales and marketing		4,016			8	%		2,826			6	%
Research and development		999			2	%		1,470			3	%
General and administrative		10,186			20	%		10,778			24	%
Depreciation and amortization		2,917			6	%		2,064			5	%
(Gain) loss on disposal of assets		(3	)		0	%		8			0	%
Total costs and expenses		48,453			95	%		43,511			98	%
Income from operations		2,477			5	%		732			2	%
Other expenses (income) and losses (gains), net:
Interest expense		1,901			4	%		2,914			7	%
Interest income		—			0	%		(60	)		0	%
Other expense		4,264			8	%		(37	)		0	%
Net loss before income taxes		(3,688	)		(7	%)		(2,085	)		(5	%)
Income tax expense		24			0	%		17			0	%
Net loss	$	(3,712	)		(7	%)	$	(2,102	)		(5	%)

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands, except percentages (1))

2020

% of
Revenue

2019

% of
Revenue

2020

% of
Revenue

2019

% of
Revenue

Revenue

$
60,506

100
%

$
51,342

100
%

$
104,749

100
%

$
99,374

100
%
Costs and expenses:

Operations and support

30,547

50
%

39,698

77
%

56,912

54
%

75,881

76
%
Sales and marketing

2,740

5
%

15,339

30
%

5,566

5
%

25,662

26
%
Research and development

1,167

2
%

2,149

4
%

2,637

3
%

4,089

4
%
General and administrative

10,094

17
%

12,380

24
%

20,872

20
%

31,298

31
%
Depreciation and amortization

2,075

3
%

4,824

9
%

4,139

4
%

8,940

9
%
Intangible and other asset impairments

29

0
%

—

0
%

29

0
%

18

0
%
Loss on disposal of assets

3

0
%

10

0
%

11

0
%

15

0
%
Total costs and expenses

46,655

77
%

74,400

145
%

90,166

86
%

145,903

147
%
Income (loss) from operations

13,851

23
%

(23,058
)

(45
%)

14,583

14
%

(46,529
)

(47
%)
Other expenses (income) and losses (gains), net:

Interest expense

2,490

4
%

2,190

4
%

5,404

5
%

3,795

4
%
Interest income

(21
)

0
%

(241
)

0
%

(81
)

0
%

(580
)

(1
%)
Other expense (income)

712

1
%

(123
)

0
%

675

1
%

(173
)

0
%
Net income (loss) before income taxes

10,670

18
%

(24,884
)

(48
%)

8,585

8
%

(49,571
)

(50
%)
Income tax expense (benefit)

17

0
%

(32
)

0
%

34

0
%

30

0
%
Net income (loss)

$
10,653

18
%

$
(24,852
)

(48
%)

$
8,551

8
%

$
(49,601
)

(50
%)

~~Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019~~

~~Revenue increased by $9,164, or 18%, to $60,506 in~~The following section includes a discussion of our results of operations for the three months ended ~~June 30, 2020 from $51,342~~March 31, 2021 and 2020. The results of operations of Delivery Dudes are included in our unaudited condensed consolidated financial statements beginning on the acquisition date, March 11, 2021 (see Part I, Item 1, Note 3 – Business Combinations).

Revenue increased for the three months ended ~~June 30, 2019,~~March 31, 2021 compared to March 31, 2020, primarily as a result of improved revenue ~~per order.~~

unit economics. The Average Order Size increased to $44.38 from $39.05, an improvement of 14%, while Average Daily Orders ~~and Gross Food Sales decreased~~remained relatively flat in the three months ended ~~June 30,~~March 31, 2021 compared to March 31, 2020. Average Daily Orders were positively impacted during the three months ended March 31, 2021 by the rollout of federal stimulus payments, partially offset by the impact of extreme weather-related events.

Operations and support expenses increased in dollar terms for the three months ended March 31, 2021 compared to March 31, 2020, primarily due to ~~44,241 and $175,044, respectively, from 55,728 and $183,042, respectively,~~the Company serving more markets in the three months ended ~~June 30, 2019. Average Order Size increased in~~March 31, 2021 compared to the three months ended ~~June 30,~~March 31, 2020, ~~to $43.48 from $36.09 in the three months ended June 30, 2019, an uplift of 20%.~~

~~Operations~~including costs for operations and support ~~expense decreased by $9,151, or 23%,~~personnel and software related to ~~$30,547 in the three months ended June 30, 2020 from $39,698 in the three months ended June 30, 2019.~~supporting those markets. As a percentage of revenue, operations and support expenses remained flat for the three months ended March 31, 2021 compared to March 31, 2020.

Sales and marketing expense ~~decreased to 50%~~increased in dollar terms and as a percentage of revenue in the three months ended ~~June 30,~~March 31, 2021 compared to March 31, 2020, ~~from 77% in the same period in 2019. The decreases are~~ primarily ~~the result of the implementation of initiatives~~attributable to ~~realize synergies from the Bite Squad Merger, including staff reductions~~increased digital advertising.

~~Sales and marketing~~development expense decreased ~~by $12,599, or 82%, to $2,740~~in dollar terms and as a percentage of revenue in the three months ended ~~June 30,~~March 31, 2021 compared to March 31, 2020, from $15,339 in the three months ended June 30, 2019, primarily as a result of decreased advertising spend of approximately $8,699. As a percentage of revenue, sales and marketing expense decreased to 5% in the three months ended June 30, 2020 from 30% in the three months ended June 30, 2019, reflecting the lower advertising spend in the second quarter of 2020.

~~Research and development expense decreased by $982, or 46%, to $1,167 in the three months ended June 30, 2020 from $2,149 in the three months ended June 30, 2019,~~ primarily due to the capitalization of increased software development ~~activities~~costs during the ~~second~~first quarter of ~~2020,~~2021 as further features and functionality were incorporated into the ~~costs for which were capitalized. As a percentage of revenue, research and development expense was 2% and 4%, respectively, in the three months ended June 30, 2020 and 2019.~~Platforms.

General and administrative expense decreased ~~by $2,286, or 18%, to $10,094~~in dollar terms and as a percentage of revenue in the three months ended ~~June 30,~~March 31, 2021 compared to March 31, 2020, ~~from $12,380~~primarily as a result of a decrease in workers’ compensation insurance expenses, partially offset by increased stock-based compensation expense and $606 of business combination-related professional and other costs associated with the Delivery Dudes Acquisition.

Depreciation and amortization expense increased in dollar terms and as a percentage of revenue in the three months ended ~~June 30, 2019, primarily due to decreased stock-based compensation expenses. As a percentage of revenue, general and administrative expense decreased to 17% in the three months ended June 30, 2020~~March 31, 2021 compared to ~~24%~~March 31, 2020, driven by an increase in depreciation expense related to computer tablets for restaurants on the ~~three months ended June 30, 2019, primarily due to decreased stock-based compensation expenses as well as corporate synergies associated with the Bite Squad Merger.~~

~~Depreciation~~Platforms and amortization expense ~~decreased by $2,749, or 57%, to $2,075~~on intangible assets acquired in the three months ended June 30, 2020 compared to $4,824 in the three months ended June 30, 2019, primarily as a result of the write-down of the carrying value of intangible assets to their implied fair values in September 2019 in connection with the Company’s goodwill impairment analysis. As a percentage of revenue, depreciation and amortization expense decreased to 3% in the three months ended June 30, 2020 from 9% in the three months ended June 30, 2019.Delivery Dudes Acquisition.

Other expenses (income) and losses (gains), net ~~totaled $3,181 in~~for the three months ended ~~June 30, 2020,~~March 31, 2021 primarily ~~reflecting $2,465~~consisted of a $4,000 accrual for a legal contingency and $1,860 of interest expense associated with the Term ~~Loans~~Loan and ~~Notes, $712 of~~Notes. For the three months ended March 31, 2020, other ~~expense and $21 of interest income. Other~~ expenses (income) and losses (gains), net ~~totaled $1,826 in the three months ended June 30, 2019,~~ primarily ~~reflecting $2,188~~consisted of $2,860 of interest expense associated with the Term ~~Loans~~Loan and ~~Notes and $241 of interest income.~~Notes.

Income tax expense ~~(benefit) was $17 and $(32) in~~for the three months ended ~~June 30,~~March 31, 2021 and 2020 was $24 and ~~2019,~~$17, respectively, entirely related to state taxes ~~required on gross margins~~ in ~~Texas.~~various jurisdictions. We have historically generated net operating losses; therefore, a valuation allowance has been recorded on our net deferred tax assets.

Net income for the three months ended June 30, 2020 was $10,653 compared to a net loss for the three months ended June 30, 2019 of $24,852. See the revenue and expense variance analyses above for the components of net income and net loss for the respective periods.

Revenue increased by $5,375, or 5%, to $104,749 in the six months ended June 30, 2020 from $99,374 in the six months ended June 30, 2019, as a result of improved revenue per order. The results of operations of Bite Squad are included in our unaudited condensed consolidated financial statements beginning on the acquisition date, January 17, 2019 (see Part I, Item 1, ~~Note 3 – Business Combinations~~).

Average Daily Orders and Gross Food Sales decreased in the six months ended June 30, 2020 to 40,909 and $308,557, respectively, from 54,269 and $353,445, respectively, in the six months ended June 30, 2019. Average Order Size increased in the six months ended June 30, 2020 to $41.44 from $35.98 in the six months ended June 30, 2019, an uplift of 15%.

Operations and support expense decreased by $18,969, or 25%, to $56,912 in the six months ended June 30, 2020 from $75,881 in the six months ended June 30, 2019. As a percentage of revenue, operations and support expense decreased to 54% in the six months ended June 30, 2020 from 76% in the same period of 2019. The decreases are primarily the result of the implementation of initiatives to realize synergies from the Bite Squad Merger, including staff reductions and the consolidation of operations and support functions, as well as the closures of approximately 60 unprofitable, non-core markets in December 2019 and January 2020.

Sales and marketing expense decreased by $20,096, or 78%, to $5,566 in the six months ended June 30, 2020 from $25,662 in the six months ended June 30, 2019, primarily as a result of decreased advertising spend of approximately $13,458 as well as staff reductions and the consolidation of sales and marketing functions in the second half of 2019 and early 2020. As a percentage of revenue, sales and marketing expense decreased to 5% in the six months ended June 30, 2020 from 26% in the six months ended June 30, 2019, reflecting the lower advertising spend in the first half of 2020.

Research and development expense decreased by $1,452, or 36%, to $2,637 in the six months ended June 30, 2020 from $4,089 in the six months ended June 30, 2019, primarily due to increased software development activities during the first half of 2020, the costs for which were capitalized. As a percentage of revenue, research and development expense was 3% for the six months ended June 30, 2020 and 4% for the six months ended June 30, 2019.

General and administrative expense decreased by $10,426, or 33%, to $20,872 in the six months ended June 30, 2020 from $31,298 in the six months ended June 30, 2019. General and administrative expense in the six months ended June 30, 2019 included $6,956 of business combination-related professional and other costs associated with the Bite Squad Merger. The decrease in general and administrative expenses during the six months ended June 30, 2020 was also due to decreased stock-based compensation expenses. As a percentage of revenue, general and administrative expense decreased to 20% in the six months ended June 30, 2020 compared to 31% in the six months ended June 30, 2019, primarily due to the above mentioned business combination expenses in the first half of 2019 as well as corporate synergies associated with the Bite Squad Merger.

Depreciation and amortization expense decreased by $4,801, or 54%, to $4,139 in the six months ended June 30, 2020 compared to $8,940 in the six months ended June 30, 2019, primarily as a result of the write-down of the carrying value of intangible assets to their implied fair values in September 2019 in connection with the Company’s goodwill impairment analysis. As a percentage of revenue, depreciation and amortization expense decreased to 4% in the six months ended June 30, 2020 from 9% in the six months ended June 30, 2019.

Other expenses (income) and losses (gains), net totaled $5,998 in the six months ended June 30, 2020, primarily reflecting $5,325 of interest expense associated with the Term Loans and Notes and $81 of interest income. Other expenses (income) and losses (gains), net, totaled $3,042 in the six months ended June 30, 2019, reflecting $3,782 of interest expense associated with the Term Loans and Notes and $580 of interest income.

Income tax expense was $34 and $30 in the six months ended June 30, 2020 and 2019, respectively, entirely related to taxes required on gross margins in Texas. We have historically generated net operating losses; therefore, a valuation allowance has been recorded on our net deferred tax assets.

Net income for the six months ended June 30, 2020 was $8,551 compared to a net loss of $49,601 in the six months ended June 30, 2019. See the revenue and expense variance analyses above for the components of net income and net loss for the respective periods.

As of ~~June 30, 2020,~~March 31, 2021, we had cash on hand of approximately $66,702, consisting primarily of cash and money market deposits, and approximately $3,191 of our cash balance was reserved under a compensating balance arrangement with our bank, pertaining to an outstanding letter of credit.$67,863. Our primary sources of liquidity ~~to date~~ have recently been cash flow from operations and proceeds from the issuance of ~~stock, long-term convertible debt, term loans and~~stock.

In March 2021, the cash assumed in connection with the business combination with Landcadia Holdings, Inc. in November 2018. We had total outstanding long-term debt of $109,506 as of June 30, 2020, consisting of $59,573 of Term Loans, $49,645 of Notes and $288 of promissory notes. Short-term debt as of June 30, 2020 included the current portion of the Term Loans of $12,500 and $2,094 of short-term loans for insurance financing.

During the second quarter of 2020, we continued implementing various initiatives, with a focus on improving revenue per order, costs per order, cash flow, profitability and liquidity. Additionally, on May 1, 2020, weCompany entered into an amendment and restatement of the open market sale agreement associated with our original ATM Program, pursuant to which the Company could offer and sell shares of our common stock having an aggregate offering price of $30,000 (see Part I, Item 1, ~~Note 12 – Stockholders’ Equity). Upon entering into the May 2020 ATM Program, we terminated the prior ATM Program.~~

We sold a total of 11,918,322 shares of our common stock pursuant to the original ATM Program and May 2020 ATM Program during the second quarter of 2020 for net proceeds of approximately $16,114. In July 2020, we sold an additional 7,587,655 shares of common stock pursuant to the May 2020 ATM Program for net proceeds of approximately $24,990, resulting in the completion of the May 2020 ATM Program. As discussed below, we used a portion of the proceeds from the at-the-market offering programs to repay debt and intend to use the remaining proceeds for working capital and general corporate purposes, and to further enhance our ability to resume execution of our operational and growth initiatives.

~~We made payments on the Term Loans of $12,500 on July 2, 2020 pursuant to the Waiver and Conversion Agreement and $10,500 on August 3, 2020 pursuant to an amendment~~amendments to the Credit ~~Agreement. At~~Agreement and Convertible Notes Agreement to provide, among other things, for the ~~time~~Delivery Dudes Acquisition being included in the definition of Permitted Acquisition and for other acquisitions consummated after March 9, 2021 and on or prior to December 31, 2021, with aggregate purchase price consideration not to exceed $20,000, being included in the definition of Permitted Acquisitions. Total consideration for the Delivery Dudes Acquisition included $11,500 in cash, subject to certain purchase price adjustments, and 3,562,577 shares of the ~~payment in connection with~~Company’s common stock. Additionally, pursuant to the amendment to the Credit Agreement, the ~~interest rates under~~Company made a $15,000 prepayment on the Term ~~Loans and Notes were reduced by 200 basis points~~Loan on March 16, 2021.

The aggregate principal amount of outstanding long-term debt totaled $84,511 as of March 31, 2021, consisting of $35,007 for ~~a one-year period, and the maturity dates of~~ the Term ~~Loans~~Loan and ~~Notes were extended by one year. See “Indebtedness” below~~$49,504 of Notes. As of March 31, 2021, the Company had $1,143 of outstanding short-term loans for ~~additional details of the Waiver and Conversion Agreement, Term Loans, Notes and promissory notes.~~insurance financing.

We currently expect that our cash on hand and estimated cash flow from operations will be sufficient to meet our working capital needs ~~beyond~~for at least the next twelve ~~months,~~months; however, there can be no assurance that we will generate cash flow at the levels we anticipate. We ~~expect to continue to utilize proceeds from our at-the-market offering programs to support our ongoing working capital requirements. We~~ may ~~also~~ use ~~a portion of the net proceeds~~cash on hand to repay additional debt or to acquire or invest in complementary businesses, products and ~~technologies that are complementary to our own, although we have no current commitments or agreements with respect to any acquisitions as of the date of this filing.~~technologies. We continually evaluate additional opportunities to strengthen our liquidity position, fund growth initiatives and/or combine with other businesses by issuing equity or equity-linked securities (in public or private offerings) and/or incurring additional debt. However, market conditions, our future financial performance or other factors may make it difficult or impossible for us to access sources of capital, on favorable terms or at all, should we determine in the future to raise additional funds.

We are continuously reviewing our liquidity and anticipated working capital needs, particularly in light of the uncertainty created by the COVID-19 pandemic. Thus far, ~~Waitr has~~we have been able to operate effectively during the pandemic, however, the potential impacts and duration of the COVID-19 pandemic on the economy and on ~~Waitr’s~~our business, in particular, may be difficult to assess or predict.

On May 1, 2020, we, Waitr Inc., Intermediate Holdings, the lenders party thereto and Luxor Capital entered into the Waiver and Conversion Agreement, pursuant to which the lenders under the Credit Agreement agreed to waive the requirement to prepay the Term Loans arising as a result of the May 2020 ATM Offering. In consideration of the prepayment waiver, we agreed that, regardless of whether any shares of our common stock were actually sold in the May 2020 ATM Offering, (i) we would prepay a portion of the Term Loans in the amount of $12,500 on the date that is 60 days after the Effective Date (as defined in the Waiver and Conversion Agreement) and (ii) the lenders under the Notes would be permitted to convert a portion of the outstanding principal amount of the Notes in the amount of $12,500 into shares of our common stock at a conversion rate of 746.269 shares of common stock per one thousand principal amount of the Notes (calculated based on the closing price of $1.34 per share of the Company’s common stock on Nasdaq on April 30, 2020, the date immediately preceding the date of the Waiver and Conversion Agreement), notwithstanding the conversion rate then in effect pursuant to the terms of the Notes. The converted shares will be subject to a customary lock-up for a period of 45 days.

The Company evaluated the amendments in the Waiver and Conversion Agreement and concluded that the amendments did not meet the characteristics of debt extinguishments under ASC 470-50. Accordingly, the amendments were treated as a debt modification, and thus, no gain or loss was recorded. See ~~Term Loans under the Debt Facility~~ ~~and~~ ~~Notes~~ ~~below for a discussion of the prepayment made on the Term Loans and the conversion of Notes.~~

On November 15, 2018, Waitr Inc. entered into the Credit Agreement, which provides for a senior secured first priority term loan in the aggregate principal amount of $67,080. The quarterly interest payments due since September 30, 2019 have been paid-in-kind, resulting in an aggregate principal amount of outstanding Term Loans at June 30, 2020 of $72,073. On July 2, 2020, the Company repaid $12,500 of the Term Loans pursuant to the Waiver and Conversion Agreement. Pursuant to the amendment of the Credit Agreement on July 15, 2020, the Company repaid $10,500 of the Term Loans on August 3, 2020. On such date, the interest rate under the Credit Agreement was reduced by 200 basis points to 5.125% for a one-year period and the maturity date was extended by one year to November 15, 2023. The aggregate principal amount of outstanding Term Loans totaled $49,073 at August 6, 2020. For additional details, see Part I, Item 1, ~~Note 7 – Debt~~ ~~and~~ ~~Note 15 – Subsequent Events, to our unaudited condensed consolidated financial statements in this Form 10-Q. We believe that we were in compliance with all covenants under the Credit Agreement as of June 30, 2020.~~

On November 15, 2018, the Company entered into the Convertible Notes Agreement, pursuant to which the Company issued unsecured convertible promissory notes in the aggregate principal amount of $60,000. A portion of the quarterly interest payments due since June 30, 2019 have been paid in-kind and added to the aggregate principal amount of the Notes. During the second quarter of 2020, $12,359 of the Notes were converted into 9,222,978 shares of the Company’s common stock pursuant to the Waiver and Conversion Agreement. The outstanding aggregate principal amount of the Notes at June 30, 2020 totaled $49,645.

On July 16, 2020, $141 of the Notes were converted into 105,384 shares of the Company’s common stock. Additionally, on August 3, 2020, in connection with the $10,500 Term Loan payment discussed above, the interest rate under the Convertible Notes Agreement was reduced by 200 basis points to 4.0% for a one-year period and the maturity date was extended by one year to November 15, 2023. The outstanding aggregate principal amount of the Notes totaled $49,504 at August 6, 2020. For additional details on the Notes, see Part I, Item 1, ~~Note 7 – Debt~~ ~~and~~ ~~Note 15 – Subsequent Events, to our unaudited condensed consolidated financial statements in this Form 10-Q. We believe that we were in compliance with all covenants under the Convertible Notes Agreement as of June 30, 2020.~~

On September 27, 2019, the Company entered into an interest-free promissory note to fund a portion of an acquisition. The principal amount of the promissory note was initially $500, payable in 24 monthly installments, with payments expected to begin shortly after integration of the acquired assets onto the Company’s platform. The Company recorded the promissory note at its fair value of $452 and will impute interest over the life of the note using an interest rate of 10%, representing the estimated effective interest rate at which the Company could obtain financing. On February 13, 2020, the Company entered into an amendment to the asset purchase agreement, whereby the promissory note was amended to $600, payable in 30 monthly installments, commencing on March 1, 2020. The current portion of the promissory note of $186 is included in other current liabilities in the unaudited condensed consolidated balance sheet at June 30, 2020.

Company recorded the promissory note at its fair value of $90 and will impute interest over the life of the note using an interest rate of 10%, representing the estimated effective interest rate at which the Company could obtain financing. The current portion of the promissory note of $45 is included in other current liabilities in the unaudited condensed consolidated balance sheet at June 30, 2020.

On May 16, 2020, the Company entered into a loan agreement with First Insurance Funding to finance a portion of its annual insurance premium obligation. The principal amount of the loan is $362, payable in ten monthly installments until maturity on February 28, 2021. The loan carries an annual interest rate of 3.49% and had an outstanding principal balance at June 30, 2020 of $291.

Our main capital expenditures relate to the purchase of tablets for restaurants on the Platforms and investments in the development of the Platforms, which are expected to increase as we continue to grow our business. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth under “Risk Factors” in our ~~2019~~2020 Form 10-K, as such factors may be updated in our quarterly reports on Form 10-Q. If we are unable to obtain needed additional funds, we will have to reduce our operating costs, which would impair our growth prospects and could otherwise negatively impact our business.10-K.

The following table sets forth our summary cash flow information for the periods indicated:

	Six Months Ended June 30,						Three Months Ended March 31,
(in thousands)	2020			2019			2021			2020
Net cash provided by (used in) operating activities	$	18,961		$	(34,351	)
Net cash provided by operating activities							$	12,809		$	7,027
Net cash used in investing activities		(1,963	)		(193,637	)		(12,805	)		(959	)
Net cash provided by financing activities		20,387			91,475
Net cash (used in) provided by financing activities								(16,847	)		3,991

For the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020, net cash provided by operating activities was ~~$18,961, compared to~~$12,809 and $7,027, respectively. The increase in cash flows from operating activities was driven by an increase in net ~~cash used~~income, excluding non-cash expenses, as well as changes in operating ~~activities of $34,351 for~~assets and liabilities. During the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2021, the increase in the net change in operating assets and liabilities primarily ~~reflecting~~consisted of an increase in other current liabilities of $7,911 related to accrued expenses at the ~~effects~~end of the ~~implementation~~reporting period and an increase in the restaurant food liability of ~~various initiatives aimed~~$1,589 due to the timing of payments to our restaurant partners at ~~improving costs~~the end of the reporting period. The net change in operating assets and ~~profitability. Additionally, operating activities~~liabilities during the ~~six~~three months ended ~~June 30, 2019 included~~March 31, 2020 primarily consisted of a decrease in prepaid expenses and other current assets of $3,246 and an increase in accrued payroll of $2,129 due to the ~~payment~~timing of ~~business combination-related expenses of $6,956.~~payroll payments.

For the ~~six~~three months ended ~~June 30, 2020 and 2019,~~March 31, 2021, net cash used in investing activities ~~was $1,963 and $193,637, respectively. Investing activities included the purchase~~consisted primarily of property and equipment of $381 and $990 for the six months ended June 30, 2020 and 2019, respectively, and costs associated with internally developed software of $1,335 and $155 for the six months ended June 30, 2020 and 2019, respectively. During the six months ended June 30, 2019, investing activities also included of $192,568$10,927 for the acquisition of ~~Bite Squad.~~

~~Property~~a business and ~~equipment is comprised~~related intangible assets and $1,722 of costs for internally developed software. For the three months ended March 31, 2020, net cash used in investing activities consisted primarily of ~~computer tablets~~$671 of costs for restaurants on the Platforms. The tablets remain our property. We control software applications and updates on the tablets, and the tablets are devoted exclusively to the Platforms. We also periodically purchase office furniture, equipment, computers and software and leasehold improvements.internally developed software.

For the ~~six~~three months ended ~~June 30,~~March 31, 2021, net cash used in financing activities included a $14,472 principal payment on the Term Loan and $1,583 of payments on short-term loans for insurance financing. For the three months ended March 31, 2020, net cash provided by financing activities ~~was $20,387, primarily reflecting $22,944 of proceeds from the sales of common stock under the company’s at-the-market offering programs, $1,906 of proceeds from short-term~~

~~loans and $3,415 of payments on short-term loans. For the six months ended June 30, 2019,~~included net ~~cash provided by financing activities was $91,475, primarily reflecting gross~~ proceeds from the issuance of common stock of ~~$50,002, proceeds from the issuance of the Additional Term Loans of $42,080 and $5,032 of proceeds from a short-term loan for the Company’s annual insurance premium financing,~~$6,470, less ~~$4,175 of equity issuance costs and $658~~$2,028 of payments on short-term ~~loans.~~

During the six months ended June 30, 2020, the Company’s outstanding debt obligations were reduced by approximately $12,359 in connection with the conversion of Notes pursuant to the Waiver and Conversion Agreement. Additionally, in July 2020, the Company paid $12,500 of the Term Loans and converted $141 of the Notes in connection with the Waiver and Conversion Agreement. On August 3, 2020, the Company paid $10,500 of the Term Loans pursuant to the Amended Loan Agreements, resulting in a reduction of the interest rates under the Term Loans and Notes by 200 basis pointsloans for ~~a one-year period, to 5.125% and 4.0%, respectively, and the extension of the maturity dates under such Loan Agreements by one year to November 15, 2023.~~

As of the date of the filing of this Form 10-Q, other than the aforementioned Term Loan payments, Notes conversions and interest rate and maturity date revisions, there have been no significant changes to the Company’s total contractual obligations disclosed in the 2019 Form 10-K.insurance financing.

We did not have any off-balance sheet arrangements as of ~~June 30, 2020.~~March 31, 2021.

This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. All statements, other than statements of historical or current facts, that reflect future plans, estimates, beliefs or expected performance are forward-looking statements. In some cases, you can identify forward-looking statements because they are preceded by, followed by or include words such as “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions. These forward-looking statements are based on information available as of the date of this Form 10-Q and our management’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties, including the following factors, in addition to the factors discussed elsewhere in this Form 10-Q, and the factors discussed in our 2020 Form 10-K (Part I, Item 1A, Risk Factors):

required under applicable securities laws. Our actual results could differ materially from those discussed in these forward-looking statements.

We are exposed to interest rate risk and certain other market risks in the ordinary course of our business.

As of ~~August 6, 2020,~~March 31, 2021, we had outstanding interest-bearing long-term debt totaling ~~$98,577,~~$84,511, consisting of ~~$49,073~~the Term Loan in the amount of ~~Term Loans~~$35,007 and ~~$49,504~~the Notes of ~~Notes.~~$49,504. The interest rates under the Term ~~Loans~~Loan and Notes were reduced by 200 basis points for a one-year period, effective August 3, 2020, in connection with amendments to the ~~amendments discussed under “Liquidity~~loan agreements governing the Term Loan and ~~Capital Resources”.~~Notes and a payment on the Term Loan. Although the interest rates decreased on August 3, 2020, we are not currently exposed to interest rate risk on our outstanding debt, as the new rates are fixed and set to revert back to the fixed rates in effect prior to the amendments. If we enter into variable-rate debt in the future, we may be subject to increased sensitivity to interest rate movements.

We invest excess cash primarily in bank accounts and money market accounts, on which we earn interest. Our current investment strategy is to preserve principal and provide liquidity for our operating and market expansion needs. Since our investments have been and are expected to remain mainly short-term in nature, we do not believe that changes in interest rates would have a material effect on the fair market value of our investments or our operating results.

~~We do not believe that inflation has had a material effect on our business, results of operations or financial condition.~~

As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level as of ~~June 30, 2020.~~March 31, 2021.

There has not been any change in our internal control over financial reporting that occurred during the quarter ended ~~June 30, 2020~~March 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

33Effective January 1, 2021, we are no longer an emerging growth company. Accordingly, for fiscal year 2021, we will be required to include an opinion from our independent registered public accounting firm on the effectiveness of our internal control over financial reporting.

OnIn July ~~14,~~ 2016, Waiter.com, Inc. filed a lawsuit against Waitr ~~Incorporated, the Company’s wholly-owned subsidiary,~~Inc. in the United States District Court for the Western District of Louisiana, alleging trademark infringement based on Waitr’s use of the “Waitr” trademark and logo, Civil Action No.: 2:16-CV-01041. Plaintiff seeks injunctive relief and damages relating to Waitr’s use of the “Waitr” name and logo. ~~The~~During the third quarter of 2020, the trial date ~~has been postponed indefinitely due~~was rescheduled to June 2021, and in September 2020, the ~~COVID-19 pandemic.~~court ruled on various motions, certain of which ruled against defenses the Company had advanced. Waitr believes that ~~this~~the damages case lacks merit and that it has ~~strong defenses~~a defense to ~~all of~~ the infringement claims alleged. Waitr ~~intends~~continues to vigorously defend the suit. The Company accrued a $4 million reserve in connection with this lawsuit during the first quarter of 2021. The accrued legal contingency is included in other current liabilities in the unaudited condensed consolidated balance sheet at March 31, 2021 and in other expenses in the unaudited condensed consolidated statement of operations for the three months ended March 31, 2021

In ~~February~~April 2019, the Company was named as a defendant in a ~~lawsuit titled~~class action complaint filed by certain current and former restaurant partners, captioned ~~Halley,~~Bobby’s Country Cookin’, et al ~~vs.~~v. Waitr, ~~Holdings Inc. filed~~ which is currently pending in the United States District Court for the ~~Eastern~~Western District of ~~Louisiana on behalf~~Louisiana. Plaintiffs allege, among other things, claims for breach of ~~plaintiff and similarly situated drivers alleging violations~~contract, violation of the ~~Fair Labor Standards Act (“FLSA”),~~duty of good faith and ~~in March 2019, the Company was named a defendant in a lawsuit titled~~ ~~Montgomery v. Waitr Holdings Inc.~~ ~~filed in the United States District Court for the Eastern District of Louisiana on behalf of plaintiff~~fair dealing, and ~~similarly situated drivers, alleging violations of FLSA~~unjust enrichment, and ~~Louisiana Wage Payment Act. The parties to the~~ ~~Halley~~ ~~and~~ ~~Montgomery~~ ~~matters jointly filed with the court a motion for preliminary approval of a settlement agreement (the “Motion”) whereby the Halley and Montgomery plaintiffs,~~seek recovery on behalf of themselves and ~~similarly situated drivers, will dismiss~~two separate classes. Based on the ~~lawsuits against~~current class definitions, as many as 10,000 restaurant partners could be members of the ~~Company in consideration~~two separate classes that the representative plaintiffs are attempting to certify. Plaintiff’s deadline to file a motion for class certification is October 2021. Waitr maintains that the ~~Company issuing up~~underlying allegations and claims lack merit, and that the classes, as pled, are incapable of certification. Waitr continues to ~~1,556,420 shares of Waitr common stock to be allocated to participating class members pursuant to a formula set forth in~~vigorously defend the ~~settlement agreement. On April 28, 2020, the court granted the Motion and scheduled a fairness hearing for August 19, 2020.~~suit.

~~The following updates the Risk Factors included in the 2019 Form 10-K.~~ Except as set forth below, tthere~~here~~ have been no material changes with respect to Waitr’s risk factors previously reported in Part I, Item 1A, of the ~~2019~~2020 Form 10-K.

~~We face risks related to health epidemics and other outbreaks, which~~The change in presidential administration could ~~significantly disrupt our operations.~~result in increased misclassification claims against the Company.

~~In December 2019, an outbreak~~During the Trump administration, the U.S. Department of Labor (“DOL”) relaxed enforcement of misclassification claims under the Fair Labor Standards Act (“FLSA”). Additionally, just before President Trump left office, the DOL issued a new, ~~strain of coronavirus, COVID-19, began~~company-friendly independent contractor standard via regulation that was set to go into effect in ~~Wuhan, Hubei Province, China. In~~ March ~~2020,~~2021. However, after President Biden took office, the ~~World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains~~DOL paused and ~~created significant volatility and disruption of financial markets. Waitr has thus far been able to operate effectively during the COVID-19 pandemic. However, the potential impacts and duration~~ultimately rescinded implementation of the ~~COVID-19 pandemic on~~regulation in May 2021. The DOL has not yet proposed a substitute regulation, meaning that previous, more worker-friendly standard is still in effect. Some legal experts expect the ~~global economy and on~~DOL to issue additional regulations or guidance proposing an even more worker-friendly standard, such as the ~~Company’s business,~~“ABC” test that was implemented in ~~particular, are uncertain and may be difficult~~California. Legal experts also expect the DOL under President Biden to ~~assess or predict. The pandemic has resulted~~become more aggressive in and may continue to result in, significant disruption of global financial markets, which may reduce the Company’s ability to access capital and continue to operate effectively. The COVID-19 pandemic could also reduce the demand for the Company’s services. In addition, a recession or further financial market correction resulting from the spread of COVID-19 could adversely affect demand for the Company’s services. To the extent that the COVID-19 pandemic adversely impacts the Company’s business, results of operations, liquidity or financial condition, it may also have the effect of heightening many of the other risks described in the risk factors in the Company’s 2019 Form 10-K.enforcing misclassification claims against

We have taken several steps to help protect and support our restaurant partners, diners, drivers and employees during the COVID-19 outbreak, including offering no-contact delivery for all restaurant delivery orders; offering no-contact grocery delivery in select markets; working with restaurant partners to waive diner delivery fees; deploying free marketing programs for restaurants; and

~~providing masks, gloves~~companies, particularly in the gig economy space. The issuance of such additional regulations or guidance, or the increase in such DOL enforcement activity, could adversely affect our operations and hand sanitizer to drivers. We are closely monitoring the impact of the COVID-19 global outbreak and lifting of any restrictions, although there remains significant uncertainty related to the public health situation globally.profitability.

~~Not applicable~~On March 11, 2021, the Company closed the acquisition of Delivery Dudes, a Florida-based third-party delivery business. Purchase consideration included the issuance of 3,562,577 shares of the Company’s common stock to the prior owners of Delivery Dudes. These shares were issued in reliance upon an exemption from registration afforded by Section 4(a)(2) of the Securities Act. No commissions were paid in connection therewith.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Delaware		26-3828008
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
214 Jefferson Street, Suite 200 Lafayette, Louisiana		70501
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.0001 Per Share	WTRH	The Nasdaq Stock Market LLC

		Page
PART I	Financial Information	1
Item 1.	Condensed Consolidated Financial Statements (unaudited)	1
	Condensed Consolidated Balance Sheets as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020	1
	Condensed Consolidated Statements of Operations for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~	2
	Condensed Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~	3
	Condensed Consolidated Statements of Stockholders’ Equity for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~	4
	Notes to Condensed Consolidated Financial Statements	65
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2221
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3329
Item 4.	Controls and Procedures	3329

PART II	Other Information	3430
Item 1.	Legal Proceedings	3430
Item 1A.	Risk Factors	3430
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3531
Item 3.	Defaults Upon Senior Securities	3531
Item 4.	Mine Safety Disclosures	3531
Item 5.	Other Information	3531
Item 6.	Exhibits	3632

	Signatures	3733

(in thousands, except per share amount)
Shares transferred at closing		3,562
Value per share	$	3.23
Total share consideration		11,500
Plus: cash transferred to Delivery Dudes members		10,927
Plus: net working capital deficit assumed		573
Total estimated consideration	$	23,000


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


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Three Months Ended June 30, 2020
	Common stock				Additional paid in capital			Accumulated deficit			Total stockholders’ equity
	Shares		Amount
Balances at March 31, 2020		80,807,908	$	8	$	392,004		$	(364,339	)	$	27,673
Net income		—		—		—			10,653			10,653
Exercise of stock options and vesting of restricted stock units		433,303		—		57			—			57
Taxes paid related to net settlement on stock-based compensation		—		—		(296	)		—			(296	)
Stock-based compensation		—		—		602			—			602
Stock issued for conversion of Notes		9,222,978		1		11,888			—			11,889
Issuance of common stock		11,918,322		1		16,113			—			16,114
Balances at June 30, 2020		102,382,511	$	10	$	420,368		$	(353,686	)	$	66,692

Six Months Ended June 30, 2020
	Common stock				Additional paid in capital			Accumulated deficit			Total stockholders’ equity
	Shares		Amount
Balances at December 31, 2019		76,579,175	$	8	$	385,137		$	(362,237	)	$	22,908
Net income		—		—		—			8,551			8,551
Exercise of stock options and vesting of restricted stock units		469,293		—		65			—			65
Taxes paid related to net settlement on stock-based compensation		—		—		(755	)		—			(755	)
Stock-based compensation		—		—		1,450			—			1,450
Stock issued for conversion of Notes		9,222,978		1		11,888			—			11,889
Issuance of common stock		16,111,065		1		22,583			—			22,584
Balances at June 30, 2020		102,382,511	$	10	$	420,368		$	(353,686	)	$	66,692

Three Months Ended June 30, 2019
	Common stock				Additional paid in capital			Accumulated deficit			Total stockholders’ equity
	Shares		Amount
Balances at March 31, 2019		69,368,381	$	7	$	331,539		$	(95,680	)	$	235,866
Net loss		—		—		—			(24,852	)		(24,852	)
Gain on debt extinguishment		—		—		1,897			—			1,897
Exercise of stock options and vesting of restricted stock units		8,713		—		2			—			2
Stock-based compensation		—		—		2,519			—			2,519
Equity issued in exchange for services		—		—		30			—			30
Public Warrants exchanged for common stock		—		—		(10	)		—			(10	)
Issuance of common stock		6,757,000		1		46,425			—			46,426
Balances at June 30, 2019		76,134,094	$	8	$	382,402		$	(120,532	)	$	261,878

Six Months Ended June 30, 2019
	Common stock					Additional paid in capital			Accumulated deficit			Total stockholders’ equity
	Shares			Amount
Balances at December 31, 2018		54,035,538		$	5	$	200,417		$	(70,931	)	$	129,491
Net loss		—			—		—			(49,601	)		(49,601	)
Gain on debt extinguishment		—			—		1,897			—			1,897
Exercise of stock options and vesting of restricted stock units		9,599			—		3			—			3
Taxes paid related to net settlement on stock-based compensation		(79,900	)		—		(799	)		—			(799	)
Stock-based compensation		—			—		4,552			—			4,552
Equity issued in exchange for services		—			—		60			—			60
Issuance of common stock in connection with Additional Term Loans		325,000			—		3,884			—			3,884
Public Warrants exchanged for common stock		4,494,889			1		(610	)		—			(609	)
Stock issued as consideration in Bite Squad Merger		10,591,968			1		126,573			—			126,574
Issuance of common stock		6,757,000			1		46,425			—			46,426
Balances at June 30, 2019		76,134,094		$	8	$	382,402		$	(120,532	)	$	261,878

Cash and cash equivalents	$	573
Accounts receivable		330
Prepaid expenses and other current assets		130
Intangible assets		7,700
Other noncurrent assets		33
Accrued expenses and other current liabilities		(1,035	)
Other noncurrent liabilities		(29	)
Total assets acquired, net of liabilities assumed		7,702
Goodwill		15,298
Total estimated consideration	$	23,000

	Amortizable Life (in years)		Value
Customer relationships		7.5	$	4,700
Franchise relationships		1.0		250
Trade name		3.0		800
Developed technology		2.0		1,900
In-process research and development		2.0		50
Total			$	7,700

	Six Months Ended
	June 30, 2019
Net Revenue	$	103,660
Net Loss		51,262

	Three Months Ended March 31, 2020
	As Reported			Adjustment			As Revised
Cash flows from operating activities:
Changes in liabilities:
Accrued medical contingency	$	—		$	(69	)	$	(69	)
Accrued workers' compensation liability		(69	)		71			2
Other current liabilities		(155	)		(2	)		(157	)
Net cash provided by operating activities		7,027			—			7,027

	March 31, 2020
	As Reported			Adjustment			As Revised
Other current liabilities	$	12,125		$	661		$	12,786
Total current liabilities		31,368			661			32,029
Accrued medical contingency - long term		—			17,134			17,134
Accrued workers' compensation liability - long term		394			(290	)		104
Total liabilities		157,795			17,505			175,300
Accumulated deficit		(364,339	)		(17,505	)		(381,844	)
Total stockholders' equity		27,673			(17,505	)		10,168

	Three Months Ended March 31, 2021
Cash paid for operating lease liabilities (in thousands)	$	389
Weighted-average remaining lease term (years)		3.8
Weighted-average discount rate		5.0	%

	Amount
The remainder of 2021	$	1,323
2022		1,567
2023		993
2024		816
2025		803
Thereafter		535
Total future lease payments	$	6,037
Less: imputed interest		(634	)
Present value of operating lease liabilities	$	5,403

	As of March 31, 2021				As of December 31, 2020
	Options Fully Vested and Expected to Vest		Options Exercisable		Options Fully Vested and Expected to Vest		Options Exercisable
Number of Options		10,225,947		4,914,911		9,753,257		132,846
Weighted-average remaining contractual term (years)		3.88		3.84		4.07		6.82
Weighted-average exercise price	$	0.54	$	0.45	$	0.43	$	3.20
Aggregate Intrinsic Value (in thousands)	$	24,788	$	12,440	$	23,285	$	178

	As of March 31, 2021
	Level 1		Level 2		Level 3		Total
Liabilities
Accrued medical contingency	$	—	$	—	$	17,300	$	17,300

	As of December 31, 2020
	Level 1		Level 2		Level 3		Total
Liabilities
Accrued medical contingency	$	—	$	—	$	17,435	$	17,435

	As of June 30,
	2020		2019
Potentially dilutive securities:
Stock Options		9,789,600		846,919
Restricted Stock Units		7,066,566		580,991
Warrants (1)		399,726		399,726
Potentially dilutive securities at period end		17,255,892		1,827,636

	Three Months Ended June 30,												Six Months Ended June 30,
(in thousands, except percentages (1))	2020			% of Revenue			2019			% of Revenue			2020			% of Revenue			2019			% of Revenue
Revenue	$	60,506			100	%	$	51,342			100	%	$	104,749			100	%	$	99,374			100	%
Costs and expenses:
Operations and support		30,547			50	%		39,698			77	%		56,912			54	%		75,881			76	%
Sales and marketing		2,740			5	%		15,339			30	%		5,566			5	%		25,662			26	%
Research and development		1,167			2	%		2,149			4	%		2,637			3	%		4,089			4	%
General and administrative		10,094			17	%		12,380			24	%		20,872			20	%		31,298			31	%
Depreciation and amortization		2,075			3	%		4,824			9	%		4,139			4	%		8,940			9	%
Intangible and other asset impairments		29			0	%		—			0	%		29			0	%		18			0	%
Loss on disposal of assets		3			0	%		10			0	%		11			0	%		15			0	%
Total costs and expenses		46,655			77	%		74,400			145	%		90,166			86	%		145,903			147	%
Income (loss) from operations		13,851			23	%		(23,058	)		(45	%)		14,583			14	%		(46,529	)		(47	%)
Other expenses (income) and losses (gains), net:
Interest expense		2,490			4	%		2,190			4	%		5,404			5	%		3,795			4	%
Interest income		(21	)		0	%		(241	)		0	%		(81	)		0	%		(580	)		(1	%)
Other expense (income)		712			1	%		(123	)		0	%		675			1	%		(173	)		0	%
Net income (loss) before income taxes		10,670			18	%		(24,884	)		(48	%)		8,585			8	%		(49,571	)		(50	%)
Income tax expense (benefit)		17			0	%		(32	)		0	%		34			0	%		30			0	%
Net income (loss)	$	10,653			18	%	$	(24,852	)		(48	%)	$	8,551			8	%	$	(49,601	)		(50	%)

	Three Months Ended March 31,				Percentage
	2021		2020		Change
	(dollars in thousands)
Revenue	$	50,930	$	44,243		15	%

Exhibit No.		Description

10.1		~~Amended~~Amendment No. 4 to Credit and ~~Restated Open Market Sale~~Guaranty Agreement, dated ~~May 1, 2020,~~as of March 9, 2021, by and ~~between~~among Waitr Inc., as Borrower, Waitr Intermediate Holdings, ~~Inc.~~LLC, the various lenders and ~~Jefferies LLC (incorporated by reference to Exhibit 1.1 of the Current Report on Form 8-K (File No. 001-37788) filed by the Company on May 1, 2020)~~Luxor Capital Group, LP, as Administrative Agent and Collateral Agent.⁽¹⁾.

10.2		~~Limited Waiver and Conversion~~Amendment No. 4 to Credit Agreement, dated as of ~~May 1, 2020,~~March 9, 2021, by and among the Company, as Borrower, the lenders party thereto and Luxor Capital Group, LP, as Administrative Agent.⁽¹⁾

10.3		Asset Purchase Agreement, dated as of March 9, 2021, by and among Waitr Holdings, Inc., Dude Delivery, LLC, and Dude Holdings LLC.⁽¹⁾

10.4		Amended and Restated Employment Agreement, dated April 23, 2021, by and between Waitr ~~Inc., Waitr Intermediate~~ Holdings ~~LLC, the Lenders party thereto~~Inc. and ~~Luxor Capital Group, LP~~Carl A. Grimstad (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 001-37788) filed by the Company on ~~May 7, 2020)~~April 29, 2021).

~~10.3~~		Waitr Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 001-37788) filed by the Company on June 17, 2020).

~~10.4~~		Performance Bonus Agreement, dated April 23, 2020, by and between Waitr Holdings Inc. and Carl A. Grimstad (incorporated by referenced to Exhibit 10.1 of the Current Report on Form 8-K (File No. 001-37788) filed by the Company on April 28, 2020.

10.5		~~Restricted Stock Unit Award~~Executive Employment Agreement, dated April 23, ~~2020,~~2021, by and between Waitr Holdings Inc. and ~~Carl A. Grimstad~~Leo Bogdanov (incorporated by ~~referenced~~reference to Exhibit 10.2 of the Current Report on Form 8-K (File No. 001-37788) filed by the Company on April ~~28, 2020~~29, 2021)..

10.6		~~Amendment No. 3 to Credit~~Executive Employment Agreement, dated ~~as of~~ July ~~15,~~1, 2020, by and ~~among~~between Waitr Holdings Inc.~~, Waitr Intermediate Holdings, LLC, Luxor Capital, LLC, Luxor Capital Group, LP,~~ and ~~the lenders party thereto~~Thomas Pritchard.⁽¹⁾.

10.7		~~Amendment No. 3 to Credit and Guaranty~~Executive Employment Agreement, dated ~~as of~~ July ~~15,~~1, 2020, by and ~~among~~between Waitr Holdings Inc., and David J. Cronin.⁽¹⁾

10.8		Executive Employment Agreement, dated May 28, 2020, by and between Waitr ~~Intermediate~~ Holdings ~~LLC, Luxor Capital, LLC, Luxor Capital Group, LP,~~Inc. and ~~the lenders party thereto~~Mark D’Ambrosio.⁽¹⁾.

21.1		Subsidiaries of the Registrant.⁽¹⁾

31.1		Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule15d-14(a).⁽¹⁾

31.2		Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule15d-14(a).⁽¹⁾

32.1		Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule15d-14(b) and 18 U.S.C. Section 1350.⁽¹⁾

32.2		Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule15d-14(b) and 18 U.S.C. Section 1350.⁽¹⁾

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Dated: ~~August~~May 6, ~~2020~~2021	By:	/s/ Leo Bogdanov
		Leo Bogdanov
		Chief Financial Officer
		(Principal Financial Officer and Duly Authorized Officer)

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Emerging growth company