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 ~~November~~August 5, ~~2020~~2021 was ~~110,997,964.~~117,080,264.

	September 30,			December 31,			June 30,			December 31,
	2020			2019			2021			2020
	Unaudited						Unaudited
ASSETS
CURRENT ASSETS
Cash	$	77,136		$	29,317		$	60,548		$	84,706
Accounts receivable, net		3,925			3,272			3,883			2,954
Capitalized contract costs, current		643			199			1,015			737
Prepaid expenses and other current assets		4,597			8,329			7,842			6,657
TOTAL CURRENT ASSETS		86,301			41,117			73,288			95,054
Property and equipment, net		3,452			4,072			4,964			3,503
Capitalized contract costs, noncurrent		2,220			772			3,117			2,429
Goodwill		106,734			106,734			121,077			106,734
Intangible assets, net		23,414			25,761			33,363			23,924
Operating lease right-of-use assets								4,903			—
Other noncurrent assets		435			517			1,160			588
TOTAL ASSETS	$	222,556		$	178,973		$	241,872		$	232,232
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES:
CURRENT LIABILITIES
Accounts payable	$	4,975		$	4,384		$	6,642		$	4,382
Restaurant food liability		4,736			5,612			4,215			4,301
Accrued payroll		2,248			5,285			3,633			4,851
Short-term loans		1,172			3,612
Deferred revenue, current		24			414
Short-term loans for insurance financing								5,465			2,726
Income tax payable		52			51			179			122
Operating lease liabilities								1,603			—
Other current liabilities		17,026			13,293			24,242			13,922
TOTAL CURRENT LIABILITIES		30,233			32,651			45,979			30,304
Long-term debt		93,689			123,244
Long term debt - related party								81,214			94,218
Accrued medical contingency		16,839			17,203			16,728			16,987
Accrued workers’ compensation liability		—			102
Deferred revenue, noncurrent		—			45
Operating lease liabilities								3,622			—
Other noncurrent liabilities		1,107			325			1,385			2,627
TOTAL LIABILITIES		141,868			173,570			148,928			144,136
Commitments and contingencies (Note 10)
Commitments and contingent liabilities (Note 10)
STOCKHOLDERS’ EQUITY:
Common stock, $0.0001 par value; 249,000,000 shares authorized and 110,120,621 and 76,579,175 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively		11			8
Common stock, $0.0001 par value; 249,000,000 shares authorized and 116,701,277 and 111,259,037 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively								11			11
Additional paid in capital		447,224			385,137			466,192			451,991
Accumulated deficit		(366,547	)		(379,742	)		(373,259	)		(363,906	)
TOTAL STOCKHOLDERS’ EQUITY		80,688			5,403			92,944			88,096
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	222,556		$	178,973		$	241,872		$	232,232

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

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019			2021			2020			2021			2020
REVENUE	$	52,734		$	49,201		$	157,483		$	148,575		$	49,167		$	60,506		$	100,097		$	104,749
COSTS AND EXPENSES:
Operations and support		27,409			37,289			84,321			113,170			31,273			30,547			61,611			56,912
Sales and marketing		3,288			15,953			8,854			41,615			4,500			2,740			8,516			5,566
Research and development		820			1,920			3,457			6,009			854			1,167			1,853			2,637
General and administrative		11,380			12,817			32,252			44,115			12,505			10,094			22,691			20,872
Depreciation and amortization		2,103			4,851			6,242			13,791			2,965			2,075			5,882			4,139
Goodwill impairment		—			119,212			—			119,212
Intangible and other asset impairments		—			72,917			29			72,935			—			29			—			29
Loss on disposal of assets		4			11			15			26			162			3			159			11
TOTAL COSTS AND EXPENSES		45,004			264,970			135,170			410,873			52,259			46,655			100,712			90,166
INCOME (LOSS) FROM OPERATIONS		7,730			(215,769	)		22,313			(262,298	)		(3,092	)		13,851			(615	)		14,583
OTHER EXPENSES (INCOME) AND LOSSES (GAINS), NET
Interest expense		2,117			2,775			7,521			6,570			1,681			2,490			3,582			5,404
Interest income		(14	)		(297	)		(95	)		(877	)		—			(21	)		—			(81	)
Other expense		965			1,827			1,640			1,654			835			712			5,099			675
NET INCOME (LOSS) BEFORE INCOME TAXES		4,662			(220,074	)		13,247			(269,645	)
NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES														(5,608	)		10,670			(9,296	)		8,585
Income tax expense		18			30			52			60			33			17			57			34
NET INCOME (LOSS)	$	4,644		$	(220,104	)	$	13,195		$	(269,705	)
NET INCOME (LOSS) FROM CONTINUING OPERATIONS													$	(5,641	)	$	10,653		$	(9,353	)	$	8,551
INCOME (LOSS) PER SHARE:
Basic	$	0.04		$	(2.89	)	$	0.14		$	(3.77	)	$	(0.05	)	$	0.11		$	(0.08	)	$	0.10
Diluted	$	0.04		$	(2.89	)	$	0.13		$	(3.77	)	$	(0.05	)	$	0.10		$	(0.08	)	$	0.09
Weighted average shares used to compute net income (loss) per share:
Weighted average common shares outstanding – basic		109,181,847			76,145,317			93,763,069			71,071,777			115,644,790			95,053,207			113,998,589			85,968,962
Weighted average common shares outstanding – diluted		123,785,750			76,145,317			102,519,454			71,071,777			115,644,790			105,951,232			113,998,589			91,769,460

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

	Nine Months Ended September 30,						Six Months Ended June 30,
	2020			2019
							2021			2020
Cash flows from operating activities:
Net income (loss)	$	13,195		$	(269,705	)	$	(9,353	)	$	8,551
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Non-cash interest expense		5,126			3,346			1,485			4,453
Non-cash advertising expense		0			379
Amortization of operating lease assets								696			0
Stock-based compensation		3,178			6,747			4,465			1,450
Equity issued in exchange for services		0			90
Loss on disposal of assets		15			26			159			11
Depreciation and amortization		6,242			13,791			5,882			4,139
Goodwill impairment		0			119,212
Intangible and other asset impairments		29			72,935			0			29
Amortization of capitalized contract costs		327			1,614			423			183
Other non-cash income		(31	)		(39	)		0			(22	)
Changes in assets and liabilities:
Accounts receivable		(653	)		(248	)		(614	)		(2,849	)
Capitalized contract costs		(2,219	)		(3,585	)		(1,389	)		(1,736	)
Prepaid expenses and other current assets		3,732			(2,803	)		(1,008	)		2,823
Other noncurrent assets								(386	)		0
Accounts payable		591			2,640			1,623			951
Restaurant food liability		(876	)		5,851			(86	)		(84	)
Deferred revenue		(435	)		(3,691	)
Income tax payable		1			5			57			34
Operating lease liabilities								(780	)		0
Accrued payroll		(3,037	)		2,853			(1,368	)		(265	)
Accrued medical contingency		(363	)		(604	)		(258	)		(112	)
Accrued workers’ compensation liability		(102	)		(160	)		0			(1	)
Other current liabilities		4,085			(76	)		6,452			1,232
Other noncurrent liabilities		781			111			(64	)		174
Net cash provided by (used in) operating activities		29,586			(51,311	)
Net cash provided by operating activities								5,936			18,961
Cash flows from investing activities:
Purchases of property and equipment		(968	)		(1,493	)		(589	)		(381	)
Acquisition of Bite Squad, net of cash acquired		0			(192,568	)
Other acquisitions		(339	)		(395	)
Internally developed software								(4,137	)		(1,335	)
Acquisitions, net of cash acquired								(12,706	)		(290	)
Collections on notes receivable		51			72			0			36
Internally developed software		(2,387	)		(1,096	)
Proceeds from sale of property and equipment		14			28			13			7
Net cash used in investing activities		(3,629	)		(195,452	)		(17,419	)		(1,963	)
Cash flows from financing activities:
Waitr shares redeemed for cash		0			(10	)
Proceeds from issuance of stock		48,314			50,002			0			22,944
Equity issuance costs		(740	)		(4,179	)		0			(359	)
Proceeds from Additional Term Loans		0			42,080
Payments on long-term loans		(22,594	)		0
Proceeds from short-term loans		1,906			5,032
Payments on short-term loans		(4,336	)		(2,509	)
Payments on long-term loan								(14,472	)		0
Borrowings under short-term loans for insurance financing								5,209			1,906
Payments on short-term loans for insurance financing								(2,471	)		(3,415	)
Payments on acquisition loans								(132	)		0
Proceeds from exercise of stock options		40			4			8			39
Taxes paid related to net settlement on stock-based compensation		(728	)		(799	)		(817	)		(728	)
Net cash provided by financing activities		21,862			89,621
Net cash (used in) provided by financing activities								(12,675	)		20,387
Net change in cash		47,819			(157,142	)		(24,158	)		37,385
Cash, beginning of period		29,317			209,340			84,706			29,317
Cash, end of period	$	77,136		$	52,198		$	60,548		$	66,702
Supplemental disclosures of cash flow information:
Cash paid during the period for state income taxes	$	64		$	30
Cash paid during the period for interest		2,395			3,224		$	2,097		$	951
Supplemental disclosures of non-cash investing and financing activities:
Stock issued as consideration in Bite Squad acquisition	$	0		$	126,574
Conversion of convertible notes to stock		12,024			0		$	0		$	11,888
Stock issued in connection with Additional Term Loans		0			3,884
Non-cash gain on debt extinguishment		0			1,897
Seller-financed payables related to other acquisitions		0			801
Non-cash investments in other acquisitions		0			801
Stock issued as consideration in acquisition								10,545			0
Noncash impact of operating lease assets								5,600			0
Noncash impact of operating lease liabilities								6,005			0

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

Three Months Ended September 30, 2020

Common stock

Additional
paid in
capital

Accumulated
deficit

Total
stockholders’
equity

Shares

Amount

Balances at June 30, 2020

102,382,511

$
10

$
420,368

$
(371,191
)

$
49,187

Net income

—

—

—

4,644

4,644

Exercise of stock options and vesting of restricted
stock units

45,071

—

2

—

2

Stock-based compensation

—

—

1,728

—

1,728

Stock issued for conversion of Notes

105,384

—

137

—

137

Issuance of common stock

7,587,655

1

24,989

—

24,990

Balances at September 30, 2020

110,120,621

$
11

$
447,224

$
(366,547
)

$
80,688

Three Months Ended June 30, 2021
	Common stock				Additional paid in capital			Accumulated deficit			Total stockholders’ equity
	Shares		Amount
Balances at March 31, 2021		115,387,140	$	11	$	464,843		$	(367,618	)	$	97,236
Net loss		—		—		—			(5,641	)		(5,641	)
Exercise of stock options and vesting of restricted stock units		1,314,137		—		2			—			2
Taxes paid related to net settlement on stock-based compensation		—		—		(85	)		—			(85	)
Stock-based compensation		—		—		2,387			—			2,387
Adjustment of consideration for acquisition		—		—		(955	)		—			(955	)
Balances at June 30, 2021		116,701,277	$	11	$	466,192		$	(373,259	)	$	92,944

Nine Months Ended September 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

$
(379,742
)

$
5,403

Net income

—

—

—

13,195

13,195

Exercise of stock options and vesting of restricted
stock units

514,364

—

40

—

40

Taxes paid related to net settlement on stock-based
compensation

—

—

(728
)

—

(728
)
Stock-based compensation

—

—

3,178

—

3,178

Stock issued for conversion of Notes

9,328,362

1

12,025

—

12,026

Issuance of common stock

23,698,720

2

47,572

—

47,574

Balances at September 30, 2020

110,120,621

$
11

$
447,224

$
(366,547
)

$
80,688

Six Months Ended June 30, 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		—		—		—			(9,353	)		(9,353	)
Exercise of stock options and vesting of restricted stock units		1,851,573		—		8			—			8
Taxes paid related to net settlement on stock-based compensation		—		—		(817	)		—			(817	)
Stock-based compensation		—		—		4,465			—			4,465
Equity issued for acquisitions		3,590,667		—		10,545			—			10,545
Balances at June 30, 2021		116,701,277	$	11	$	466,192		$	(373,259	)	$	92,944

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

Three Months Ended September 30, 2019

Common stock

Additional
paid in
capital

Accumulated
deficit

Total
stockholders’
equity

Shares

Amount

Balances at June 30, 2019

76,134,094

$
8

$
382,402

$
(138,037
)

$
244,373

Net loss

—

—

—

(220,104
)

(220,104
)
Exercise of stock options and vesting of restricted
stock units

16,826

—

1

—

1

Stock-based compensation

—

—

2,195

—

2,195

Equity issued in exchange for services

—

—

30

—

30

Balances at September 30, 2019

76,150,920

$
8

$
384,628

$
(358,141
)

$
26,495

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		$	(381,844	)	$	10,168
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		$	(371,191	)	$	49,187

Nine Months Ended September 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

$
(88,436
)

$
111,986

Net loss

—

—

—

(269,705
)

(269,705
)
Gain on debt extinguishment

—

—

1,897

—

1,897

Exercise of stock options and vesting of restricted
   stock units

26,425

—

4

—

4

Taxes paid related to net settlement on stock-based
  compensation

(79,900
)

—

(799
)

—

(799
)
Stock-based compensation

—

—

6,747

—

6,747

Equity issued in exchange for services

—

—

90

—

90

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 September 30, 2019

76,150,920

$
8

$
384,628

$
(358,141
)

$
26,495

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		$	(379,742	)	$	5,403
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		$	(371,191	)	$	49,187

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 dine-in options, connecting restaurants, drivers and diners in cities across the United States. ~~In January 2019, Waitr acquired BiteSquad.com, LLC (“Bite Squad”), which also operates an online food ordering platform.~~ The Company connects diners and restaurants via Waitr’s website and mobile application (the “Waitr Platform”) and Bite Squad’s website and mobile application (the “Bite Squad Platform” and together withCompany’s technology platform includes the Waitr, ~~Platform,~~Bite Squad and Delivery Dudes mobile applications, collectively referred to as 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. In 2020, the Company has deployed capital in a more strategic and conservative manner than in the prior years.

Management implemented several initiatives from 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, 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 three and nine months ended September 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 23,698,720 shares of common stock during the nine months ended September 30, 2020 for net proceeds of approximately $47,574 (see ~~Note 12 – Stockholders’ Equity). As of September 30, 2020, cash on hand was $77,136.~~

~~The Company’s working capital and liquid asset (cash on hand) positions as of September 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. The potential impacts and duration 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, and a prolonged recession or additional financial market corrections resulting from the spread of COVID-19 could adversely affect demand for the Company’s services. Additionally, in response to the COVID-19 pandemic, several jurisdictions have implemented or are considering implementing fee caps, fee disclosure requirements and similar measures that could negatively impact the Company’s financial results. 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.

Waitr has thus far been able to operate during the COVID-19 pandemic. Restrictions on in-restaurant dining have resulted in restaurants utilizing delivery services and has had a positive impact on our business. 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 in select markets, offering no-contact grocery delivery in select markets, working with certain restaurant partners to waive diner delivery fees, deploying free marketing programs for certain restaurants and providing masks, gloves and hand sanitizer to drivers. We continue to monitor the impact of the COVID-19 global outbreak, although there remains significant uncertainty related to the public health and economic situation globally.

~~Except as set forth~~See “Recent Accounting Pronouncements” below ~~there has~~for a description of accounting principle changes adopted during the six months ended June 30, 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. See “Revenue” below for a description of our revenue recognition policy.

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 unlimited delivery,~~relating to our diner 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 September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019		2021		2020		2021		2020
Transaction fees	$	52,618	$	46,400	$	156,851	$	143,595
Transaction Fees									$	48,251	$	60,422	$	98,727	$	104,233
Setup and integration fees		23		2,731		437		4,834		1		36		8		414
Other		93		70		195		146		915		48		1,362		102
Total Revenue	$	52,734	$	49,201	$	157,483	$	148,575	$	49,167	$	60,506	$	100,097	$	104,749

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.

The Company records a receivable when it has an unconditional right to the consideration. The balance of accounts receivable, net was ~~$3,925~~$3,883 and ~~$3,272~~$2,954 as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, comprised primarily of ~~credit card~~ receivables due from the credit card processor. ~~These receivables are generally collected in one to six days from the date revenue is generated.~~

During the nine months ended September 30, 2019, the Company received 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 contract modifications in July 2019 and the effect of such modifications on our measure of progress towards the performance obligations resulted in accelerated recognition of deferred revenue related to the modified contracts. Included in revenue during the three months ended September 30, 2019 is a cumulative adjustment to setup and integration fee revenue of $3,005, which was included in deferred revenue as of August 1, 2019. The cumulative adjustment to revenue was partially offset by write-offs of uncollected setup and integration fees within accounts receivable of $797 and refunds of previously paid setup and integration fees of $320. Further, a portion of our capitalized contract costs pertaining to or allocable to terminated restaurant contracts was recognized in the third quarter of 2019, resulting in an impairment loss of $852. The July 2019 contract modifications had no impact on revenue during the three and nine months ended September 30, 2020.

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.~~benefit, which the Company has determined to befive 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.

As a result of the changes in the terms of the contracts related to the modified fee structure introduced in July 2019, the Company changed its estimate of the useful life of the asset for costs to obtain a contract to better reflect the estimated period in which the asset will remain in service. Effective August 1, 2019, the estimated useful life of the asset for costs to obtain a contract from customers,

previously estimated at two years, was increased to five years. The change in estimate had no material impact on the Company’s results of operations for the three or nine months ended September 30, 2019.

Deferred costs related to obtaining contracts with restaurants were ~~$2,291~~$3,042 and ~~$701~~$2,424 as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, out of which ~~$514~~$755 and ~~$143,~~$567, respectively, was classified as current. Amortization of expense for the costs to obtain a contract were ~~$117~~$173 and ~~$140~~$94 for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and ~~$264~~$322 and ~~$591~~$147 for the ~~nine~~six months ended ~~September~~June 30, 2021 and 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~~onboarding restaurants onto the Platforms 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.~~

~~As a result of the changes in the terms of the contracts related to the modified fee structure introduced in July 2019,~~benefit, which the Company ~~changed its estimate of the useful life of the asset for costs~~has determined to fulfill a contract to better reflect the estimated period in which the asset will remain in service. Effective August 1, 2019, the estimated useful life of the asset for costs to fulfill a contract from customers, previously estimated at two years, was increased tobe five years. ~~The change in estimate had no material impact on the Company’s results of operations for the three or nine months ended September 30, 2019.~~

Deferred costs related to fulfilling contracts with restaurants were ~~$572~~$1,090 and ~~$270~~$742 as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, out of which ~~$129~~$260 and ~~$56,~~$170, respectively, was classified as current. Amortization of expense for the costs to fulfill a contract were ~~$28~~$56 and ~~$224~~$20 for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and ~~$63~~$101 and ~~$1,023~~$35 for the ~~nine~~six months ended ~~September~~June 30, 2021 and 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. The Company recognizes forfeitures of stock-based awards as they occur. 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.

~~The Company records the fair value of assets and liabilities in accordance with ASC Topic 820,~~ ~~Fair Value Measurement~~. ASC 820 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. Based on the guidance in ASC 820, the Company uses a three-tier fair value hierarchy, prioritizing and defining the types of inputs used to measure fair value depending on the degree to which they are observable. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. The levels are as follows:

~~Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities.~~

Level 2 — Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

~~Level 3 — Unobservable inputs reflecting the Company’s own assumptions about the inputs used in pricing the asset or liability at fair value.~~

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.

The Company maintains insurance coverage for business risks in customary amounts believed to be sufficient for our operations, including, but not limited to, workers’ compensation, auto and general liability. These plans contain various retention levels for which we provide accruals based on the aggregate of the liability for claims incurred and an estimate for claims incurred but not reported. We review our estimates of claims costs and adjust our estimates when appropriate.

~~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 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 was effective for and adopted by the Company on January 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company’s disclosures or consolidated financial statements.

In July 2017, the FASB issued ASU 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 was effective for and adopted by the Company on January 1, 2021. The adoption of ASU 2017-11 did not have a material impact on the Company’s disclosures or consolidated financial statements.

In June 2016, the FASB issued ASU 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. ASU 2016-13 uses a forward-looking expected credit loss model for accounts receivables, loans, and other financial 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, 2021, including interim ~~period~~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.

~~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 is effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2020. For all other entities, 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 will subject to the requirements of ASU 2019-12 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 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. The adoption of ASU 2018-13 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. The Company adopted this standard on January 1, 2020. The Company’s adoption of this ASU did not have a material impact on the unaudited condensed 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 is 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, the Company will not be subject to the requirements of ASU 2017-11 until December 31, 2020. The Company is currently evaluating the impact that adopting this ASU will have on the unaudited condensed 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 a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. ASU 2016-13 is effective for public business entities for fiscal years beginning after December 15, 2019, 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, 2020 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, 2020, 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 is currently analyzing ASU 2016-02, including reviewing the standard, gathering information on the Company’s leasing activities, and drafting accounting policies. We are currently unable to estimate the impact of adopting ASU 2016-02 on our consolidated financial statements.

~~In January 2019,~~On March 11, 2021, the Company completed the acquisition of ~~Bite Squad (the “Bite Squad Merger”).~~ ~~Founded in 2012~~certain assets and ~~based in Minneapolis, Bite Squad operates an online food ordering platform, similar to Waitr’s Platform, through~~properties from Dude Holdings LLC (“Delivery Dudes”), a third-party delivery business primarily serving the ~~Bite Squad Platform. Total merger consideration was $335,858,~~ ~~consisting of $197,404 paid~~South Florida market, for $11,500 in cash, ~~the pay down of $11,880 of indebtedness of Bite Squad~~subject to certain purchase price adjustments, and ~~an aggregate of 10,591,968~~3,562,577 shares of the Company’s common stock valued at ~~$11.95~~$2.96 per ~~share.~~share (the closing price of the Company’s common stock on March 11, 2021) (the “Delivery Dudes Acquisition”). In the second quarter of 2021, the Company adjusted the per share fair value of the stock consideration from $3.23 (the average volume weighted average price of the Company’s common stock for the five consecutive trading days prior to March 9, 2021), down to the closing price of $2.96, resulting in a reduction of total consideration of $955 to $22,045. The acquisition expands the Company’s market presence in the on-demand delivery service sector. The following represents the preliminary estimated purchase consideration:

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 third 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 ~~September~~June 30, ~~2019~~2021 totaled approximately ~~$23,996~~$3,069 and ~~$196,205,~~$581, respectively, and ~~for~~in the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2021 totaled approximately ~~$73,058~~$3,900 and ~~$208,156,~~$602, 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,~~$63 and $669 during the three and six months ended June 30, 2021, respectively, consisting of legal and professional fees, which are included in general and administrative expenses in the unaudited condensed consolidated statement of operations in such periods.

The Company subsequently acquired the ~~nine months~~assets of 3 Delivery Dudes franchisees in the quarter ended ~~September~~June 30, ~~2019.~~2021 for total consideration of approximately $1,812, including $1,779 in cash. The asset acquisitions were accounted for under the acquisition method with the purchase consideration allocated to customer relationships. The customer relationship assets are amortized on a straight-line basis over 7.5 years, which reflects the pattern in which the economic benefits of the acquired assets are consumed. The results of operations of the acquired franchisees are included in our condensed consolidated financial statements beginning on their acquisition dates and were immaterial. Pro forma results were immaterial to the Company.

The supplemental condensed consolidated results of the Company on an unaudited pro forma basis as if the ~~Bite Squad Merger~~Delivery Dudes Acquisition 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 ~~period~~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~~periods presented.

	September 30,			December 31,			June 30,			December 31,
	2020			2019			2021			2020
Credit card receivables	$	3,855		$	2,803		$	3,703		$	3,013
Receivables from restaurants and customers		375			950			596			334
Accounts receivable	$	4,230		$	3,753		$	4,299		$	3,347
Less: allowance for doubtful accounts and chargebacks		(305	)		(481	)		(416	)		(393	)
Accounts receivable, net	$	3,925		$	3,272		$	3,883		$	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 and customer 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 September 30, 2020										As of June 30, 2021
	Gross Carrying Amount		Accumulated Amortization			Accumulated Impairment			Intangible Assets, Net		Gross Carrying Amount		Accumulated Amortization			Accumulated Impairment			Intangible Assets, Net
Software	$	23,609	$	(5,571	)	$	(11,823	)	$	6,215	$	31,311	$	(7,573	)	$	(11,825	)	$	11,913
Trademarks/Trade name/Patents		5,405		(3,076	)		—			2,329		6,205		(4,515	)		—			1,690
Customer Relationships		82,320		(10,072	)		(57,378	)		14,870		89,357		(12,219	)		(57,378	)		19,760
Total	$	111,334	$	(18,719	)	$	(69,201	)	$	23,414	$	126,873	$	(24,307	)	$	(69,203	)	$	33,363

	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
Total	$	108,971	$	(14,037	)	$	(69,173	)	$	25,761	$	113,454	$	(20,327	)	$	(69,203	)	$	23,924

During the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, the Company acquired intangible assets in connection with the Delivery Dudes Acquisition (see Note 3 – Business Combinations). Additionally, during the six months ended June 30, 2021, the Company capitalized approximately ~~$2,387~~$4,137 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 ~~$1,581~~$2,233 and ~~$4,328~~$1,562 for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and ~~$4,682~~$4,065 and ~~$12,273~~$3,102 for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. Estimated future amortization expense of intangible assets as of June 30, 2021 is as follows (in thousands):

	Amortization		Amortization
The remainder of 2020	$	2,660
2021		7,013
The remainder of 2021			$	5,357
2022		4,273		9,327
2023		3,155		6,709
2024		2,635		4,711
2025				3,573
Thereafter		3,673		3,681
Total future amortization	$	23,409	$	33,358

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

	September 30,		December 31,			June 30,		December 31,
	2020		2019			2021		2020
Balance, beginning of period	$	106,734	$	1,408		$	106,734	$	106,734
Acquisitions during the period		0		224,538			14,343		0
Impairments during the period		—		(119,212	)
Balance, end of period	$	106,734	$	106,734		$	121,077	$	106,734

The Company recorded $14,343 of goodwill during the six months ended June 30, 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).

	September 30,		December 31,		June 30,		December 31,
	2020		2019		2021		2020
Accrued advertising expenses	$	83	$	451
Accrued insurance expenses		2,305		949	$	4,263	$	3,392
Accrued estimated workers' compensation expenses		2,148		2,338		1,047		1,725
Accrued medical contingency		666		680		454		448
Accrued sales tax payable						374		418
Accrued legal contingency		3,023		2,000		4,700		—
Accrued sales tax payable		544		681
Accrued incentive compensation		1,112		—
Accrued cash incentives						2,395		60
Other accrued expenses		4,363		3,469		4,768		4,001
Unclaimed property		1,510		1,131		1,924		1,679
Other current liabilities		1,272		1,594		4,317		2,199
Total other current liabilities	$	17,026	$	13,293	$	24,242	$	13,922

September 30,

December 31,

2020

2019

Term Loans

$
49,479

$
69,545

Notes

49,504

61,132

Promissory notes

222

284

$
99,205

$
130,961

Less: unamortized debt issuance costs on Term Loans

(4,000
)

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

(1,516
)

(2,602
)
Total long-term debt

$
93,689

$
123,244

Short-term loans

1,172

3,612

Total outstanding debt

$
94,861

$
126,856

	Coupon Rate	Effective
	Range in 2020	Interest Rate		June 30,			December 31,
	through 2Q21	at June 30, 2021	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					(2,661	)		(3,541	)
Less: unamortized debt issuance costs on Notes					(636	)		(1,224	)
Long term debt - related party				$	81,214		$	94,218

Short-term loans for insurance financing	3.99%	n/a	March 2022		5,465			2,726
Total outstanding debt				$	86,679		$	96,944

~~The following discussion includes a description of the Company’s outstanding debt at September 30, 2020 and December 31, 2019.~~ Interest expense related to the Company’s outstanding debt totaled ~~$2,117~~$1,681 and ~~$2,775~~$2,490 for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and ~~$7,521~~$3,582 and ~~$6,570~~$5,404 for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, 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 related party long-term debt.

On ~~July 15, 2020,~~March 9, 2021, 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~~. The Amended Loan Agreements provide, among other things, for the Delivery Dudes Acquisition being included in the definition of Permitted Acquisition (as defined in the Credit Agreement and ~~the~~ Convertible Notes ~~Agreement was amended~~Agreement). Additionally, pursuant to ~~provide that, upon~~ the ~~payment of $10,500 of the Term Loans under~~amendment to the Credit Agreement, the ~~interest rates under~~Company made a $15,000 prepayment on the ~~Amended~~Term Loan ~~Agreements would 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 dates under such agreements would be extended by one year to November 15, 2023.on March 16, 2021. See ~~Debt Facility~~Term Loan and Notes below for definitions of certain capitalized terms included ~~above and details on the payment of a portion of the Term Loans.~~above.

The Company evaluated the amendments in the 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 ~~each of~~ the Term ~~Loans and Notes~~Loan that equates the revised cash flows to the carrying amount of the original debt is computed and applied prospectively.

~~On May 1, 2020, the~~The Company Waitr Inc., Waitr Intermediate Holdings, LLC, a Delaware limited liability company and wholly-owned direct subsidiary of the Company (“Intermediate Holdings”), the lenders party to the Credit Agreement and Convertible Notes Agreement (the “Lenders”) andmaintains an agreement with Luxor Capital Group, LP (“Luxor Capital”) entered into a Limited Waiver and Conversion Agreement (the “Waiver and Conversion Agreement”), pursuant to which the Lenders agreed to waive the requirement to prepay the Term Loans arising as a result of the May 2020 ATM Offering (as defined in ~~Note 12 – Stockholders’ Equity~~). In consideration of the prepayment waiver, the Company agreed that, regardless of whether any shares of the Company’s common stock were actually sold in the May 2020 ATM Offering, (i) the Company would prepay a portion of the Term Loans in the amount of $12,500 on the date that wassixty 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 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 pursuant to the terms of the Notes. See ~~Debt Facility~~ ~~and~~ ~~Notes~~ ~~below for definitions of certain capitalized terms included above and details on the payment of a portion of the Term Loans and conversion of Notes.~~

~~The Company evaluated the amendments in the Waiver and Conversion Agreement 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 that equated the revised cash flows to the carrying amount of the original debt was computed and applied prospectively through July 15, 2020, the effective date of the Amended Loan Agreements.

~~In November 2018, Waitr Inc., a Delaware corporation and wholly-owned indirect subsidiary of the Company, as borrower, entered into the Credit and Guaranty Agreement~~ (as amended or otherwise modified from time to time, the “Credit Agreement”) ~~with Luxor Capital, as administrative agent and collateral agent, the various lenders party thereto, Intermediate Holdings, 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 in January 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.

~~On July 2, 2020,~~ In connection with the Term Loan, the Company ~~made a payment~~issued to Luxor Capital warrants which are currently exercisable for 478,464 shares of ~~$12,500~~the Company’s common stock (see Note 12 – Stockholders’ Equity).

Interest on the Term Loans pursuant to the Waiver and Conversion Agreement, and on August 3, 2020, the Company made a payment of $10,500 on the Term Loans pursuant to the July 15, 2020 amendment to the Credit Agreement. Interest on borrowings under the Debt Facility accrued at a rate of 7.125% per annum from January 17, 2019 through August 3, 2020. The interest rate was reduced to 5.125% per annum on August 3, 2020, for a one-year period, in connection with the July 15, 2020 amendment to the Credit Agreement and related payment of the Term Loans. InterestLoan is payable quarterly, in cash or, at the

election of the ~~borrower~~,Company, as a ~~payment-in-kind. The quarterly~~payment-in-kind, with interest ~~payments due from September 30, 2019 through June 30, 2020 were~~ paid in-kind ~~and~~being added to the aggregate principal balance. The aggregate principal amount of the Term Loans at September 30, 2020 totaled $49,479. The effective interest rate for borrowings on the Debt Facility, after considering the allocated discount, is approximately 9.49%.

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 ~~September~~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.~~2021.

~~In November 2018, the Company entered into the Credit Agreement (as amended or otherwise modified from time to time, the “Convertible Notes Agreement”), pursuant to which~~Additionally, 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”) inpursuant to an agreement, herein referred to as the ~~aggregate principal amount of $60,000 (the “Notes”)~~“Convertible Notes Agreement”.

~~The~~Interest on the Notes ~~originally~~ ~~had an interest rate of~~ ~~1.0% per annum, paid~~is payable quarterly, in ~~cash. Pursuant to an amendment to~~cash or, at the Convertible Notes Agreement on May 21, 2019, the interest rate of the Notes was revised to 6.0%, and on August 3, 2020, the interest rate was revised to 4.0% per annum, for a one-year period, pursuant to the July 15, 2020 amendments to the Convertible Notes Agreement and Credit Agreement. Effective with the May 21, 2019 amendment to the Convertible Notes Agreement, the Company may elect to payCompany’s election, up to one-half of the dollar amount of an interest payment due ~~in-kind. A portion of the quarterly interest payments due from June 30, 2019 through June 30, 2020 were paid in-kind and~~can be paid-in-kind. Interest paid-in-kind is added to the aggregate principal balance. Pursuant to the Waiver and Conversion Agreement, Luxor converted $12,359 of the Notes into 9,222,978 shares of the Company’s common stock during the three months ended June 30, 2020 and $141 of the Notes into 105,384 shares of the Company’s common stock during the three months ended September 30, 2020. The aggregate principal amount of the Notes, after considering the impact of interest paid-in-kind and the conversions, totaled $49,504 as of September 30, 2020. ~~The effective interest rate for borrowings on the Notes, after considering the allocated discount, is approximately 6.49%.~~

customary anti-dilution protection, including broad-based weighted average adjustments for issuances of additional shares (down-round features). 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 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 ~~September~~June 30, ~~2020.~~

In September 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 $191 is included in other current liabilities in the unaudited condensed consolidated balance sheet at September 30, 2020.

In October 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. 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 $42 is included in other current liabilities in the unaudited condensed consolidated balance sheet at September 30, 2020.2021.

~~In June 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 September 30, 2020 of $182.

In November 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 was $1,993, payable in monthly installments, until maturity. The loan matured on August 15, 2020 and carried an annual interest rate of 4.15%.

In June 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 on May 31, 2021. The loan carries an annual interest rate of 3.99% and had an outstanding principal balance at September 30, 2020 of $990.

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 of ~~$18~~$33 and ~~$30~~$17 for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and ~~$52~~$57 and ~~$60~~$34 for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, 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 ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 as the Company has ~~historically~~ generated net operating losses prior to the second quarter of 2020 and in the first and second quarters of 2021, 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.

~~On March 27, 2020,~~As of June 30, 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 September 30, 2020, the Company recognized $807 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.

D~~uring~~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 error related to the understatement of an accrual for a workers’ compensation claim at December 31, 2018 (the “Medical Contingency”).~~ The Company became liable for a claim due to the insolvency of a previous workers compensation insurer, Guarantee Insurance Company (“GIC”), and the subsequent determination by the Louisiana Insurance Guaranty Association, the agency created by the Louisiana insurance guaranty act to pay for claims of insolvent members (“LIGA”), that coverage was ineligible. During the third quarter of 2020, the Company discovered the error upon receipt of information from a third-party administrator regarding an increase in the estimated amount of loss exposure for the claim. Upon review of this information, management determined that the original estimate provided by this third-party administrator was not correct based on the information known at December 31, 2018 related to the severity of the Medical Contingency. As a result, 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.

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, ~~the Company determined that the cumulative~~

correction of this error would have a material effect on the financial results for the three and nine months ended September 30, 2020. Accordingly, in order to present the impact of the updated estimated liability for the claim, previously issued financial statements have been revised and are presented “As Revised” in the tables below. The cumulative impact of the error correction on the Company’s retained earnings and stockholders’ equity as of December 31, 2019 was a reduction of approximately $17,505. Any further changes in the Medical Contingency going forward are related to payments made in connection with the Medical Contingency. Additionally, any changes in the assumptions, including life span and medical condition related to the Medical Contingency would be considered a change in estimate. No such changes occurred during the year ended December 31, 2019 or the three and nine months ended September 30, 2020.

~~The revised estimated loss exposure would have been reflected in other expense in the consolidated statement of operations~~ for the year ended December 31, 2018. The estimated loss exposure would have been reflected in other expense due to the one-time nature of the expense that the Company does not consider to be an ongoing part of its operations. The understatement of the loss exposure in fiscal 2018 did not have an impact to the consolidated statement of operations for any quarterly or annual period in 2019 or any quarterly period in 2020. The long-term portion of the related liability is included in the unaudited condensed consolidated balance sheets as accrued medical contingency, with the current portion included in other current liabilities, for the affected years. The Company’s liability for workers’ compensation claims incurred and an estimate for claims incurred but not yet reported (“IBNR”), other than the accrued medical contingency, remains in the accrued workers compensation liability line on the unaudited condensed consolidated balance sheet, with the current portion included in other current liabilities.

A summary of the effects of the error correction on reported amounts as of and for the years ended December 31, 2018 and 2019, the three months ended March 31, 2020 and 2019 and the six months ended June 30, 2020 and 2019 is presented below. The information in the tables below represents income statement, balance sheet and cash flow statement line items affected by the revision. As shown in the tables below, there was no impact to net cash provided by (used in) operating activities in any quarterly or annual period in 2019 or any quarterly period in 2020.

The Company received an assessment from the State of Mississippi Department of Revenue (the “MDR”), in connection with their audit of Waitr for the period from April 2017 through January 2019, claiming additional sales taxes due. The assessment related to the MDR’s assertion that sales taxes are due on the delivery fees charged to end user customers when an order is placed on the Waitr Platform. The total asserted claim, plus estimated accrued interest and penalties, amounted to approximately $339 at June 30, 2020. The Company disagreed with the MDR’s assertion. Pursuant to a legislative ruling on this matter which went into effect on July 1, 2020, delivery fee revenue was determined to be a non-taxable transaction, resulting in the Company no longer having exposure for this claim. Accordingly, the assessed taxes are no longer due and the MDR abated all penalties related to such assessment.

In November 2017, GIC, the Company’s former workers’ compensation insurer, was ordered into receivership for purposes of liquidation by the Second Judicial Circuit Court in Leon County, Florida. At the time of the court order, GIC was administering the

Company’s outstanding workers’ compensation claims. Upon entering receivership, the guaranty associations of the states where GIC operated began reviewing outstanding claims administered by GIC for continued claim coverage eligibility based on guaranty associations’ eligibility criteria. LIGA determined that the Company’s enterprise value exceeded the $25,000 eligibility threshold for claims coverage. As such, LIGA assessed one of the Company’s outstanding claims as ineligible for coverage.

During the third quarter of 2020, the Company discovered an error upon the receipt of information from a third-party administrator regarding the estimated amount of loss exposure for a certain workers’ compensation claim (the Medical Contingency claim), and determined the original estimate provided by the third-party administrator was in error based on the information known at December 31, 2018.comparative purposes. The Company engaged a third-party actuary to assist in the calculation of the estimated loss exposure and determined that the ~~expense and~~ accrued liability recorded at December 31, 2018 for the ~~Medical Contingency~~ claim ~~were~~was understated by approximately $17,505, which resulted in additional expense for the year ended December 31, 2018 of $17,505. ~~In order to present the~~

The cumulative impact of the ~~estimated liability~~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 ~~claim,~~six months ended June 30, 2020. Net income (loss) for the three and six months ended June 30, 2020 was not impacted by the revision. Line items affected by the revision are included in the tables below.

As of June 30, 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 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 June 30, 2021, the Company recognized on its unaudited condensed consolidated balance sheet operating right-of-use assets of $4,903 and current and noncurrent operating lease liabilities of $1,603 and $3,622, respectively. Operating lease costs recognized in the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2021 totaled $453 and $854, respectively.

The following table presents supplemental cash flow information and the weighted-average lease term and discount rate for the Company’s ~~previously issued financial statements have been revised. See~~ ~~Note 9 – Correction of Prior Period Error~~operating leases for ~~additional details. The additional expense associated with~~ the ~~estimated loss exposure impacted 2018.~~ six months ended June 30, 2021:

As of ~~September~~June 30, ~~2020~~2021, the future minimum lease payments required under non-cancelable operating leases were as follows (in thousands):

As of June 30, 2021 and December 31, ~~2019,~~2020, the long-term portion of the estimated Medical Contingency claim totaled ~~$16,839~~$16,728 and ~~$17,203,~~$16,987, respectively, and is included in the unaudited condensed consolidated balance sheet as accrued medical contingency. The current portion of the Medical Contingency totaled ~~$666~~$454 and ~~$680~~$448 as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, and is included in other current liabilities. See Note 9 – Correction of Prior Period Error for additional information.

We establish a liability under our workers’ compensation and auto insurance policies for claims incurred and an estimate for ~~IBNR claims.~~claims incurred but not yet reported. As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019, $4,294~~2020, $4,510 and ~~$2,377,~~$4,697, respectively, in outstanding workers’ compensation and auto policy claims are included in the unaudited condensed consolidated balance ~~sheet. The short term portions of the liability for our workers’ compensation and auto insurance claims are included~~sheet in other current liabilities.

In July 2016, Waiter.com, Inc. filed a lawsuit against Waitr 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~~The plaintiff sought injunctive relief and damages relating to Waitr’s use of the “Waitr” name and logo. During the third quarter of 2020, the trial date was rescheduled to June 2021, and in September 2020, the court ruled on various motions, certain of which ruled against defenses the Company had advanced. ~~Waitr believes that~~The Company recorded a $4,000 reserve in connection with this lawsuit during the ~~damages case lacks merit~~first quarter of 2021. On June 22, 2021, the Company entered into a License, Release and ~~that it has a defense~~Settlement Agreement (the “Settlement”) to settle all claims related to this lawsuit. Pursuant to the ~~infringement claims alleged. Waitr continues to vigorously defend the suit.~~

~~In February 2019,~~Settlement, the Company ~~was named a defendant~~agreed, among other things, to pay the plaintiff $4,700 in ~~a lawsuit titled~~ ~~Halley, et al vs. Waitr Holdings Inc.~~ filed in the United States District Court for the Eastern District of Louisiana on behalf of plaintiff and similarly situated drivers alleging violations of the Fair Labor Standards Act (“FLSA”), and in March 2019,cash by July 1, 2021. As such, the Company ~~was named a defendant~~recorded an incremental $700 reserve 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 and similarly situated drivers, alleging violations of FLSA 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 whereby the Halley and Montgomery plaintiffs, on behalf of themselves and similarly situated drivers, would dismiss the lawsuits against the Company in consideration for the Company issuing up to 1,556,420 shares of Waitr common stock to be allocated to participating class members pursuant to a formula set forth in the settlement agreement. On April 28, 2020, the court granted the motion and held a fairness hearing on August 19, 2020. The court approved a final judgment pursuant to which the Company would pay 873,720 shares of common stock to settle the lawsuits. In connection with the Settlement. The accrued legal settlement ~~the Company accrued a $3,023 liability which~~of $4,700 is included in other current liabilities in the unaudited condensed consolidated balance sheet at ~~September~~June 30, ~~2020.~~2021. Included in other expense in the unaudited condensed consolidated statement of operations ~~in other expenses~~ for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 is ~~an expense of $1,023~~$700 and $4,700, respectively, related to the accrued legal settlement. ~~The liability was settled upon the issuance of 873,720 shares of the Company’s common stock to the participating class members on October 7, 2020.~~

In April 2019, the Company was named as a defendant in a class action complaint filed by certain current and former restaurant partners, captioned Bobby’s Country Cookin’, et al v. Waitr, which is currently pending in the United States District Court for the Western District of Louisiana. Plaintiffs allege, among other things, claims for breach of contract, violation of the duty of good faith and fair dealing, and unjust enrichment, and seek recovery on behalf of themselves and two separate classes. Based on the current class definitions, as many as 10,000 restaurant partners could be members of the two separate classes that the representative plaintiffs are attempting to certify. ~~The hearing~~Plaintiff’s deadline to file a motion for class certification is ~~currently scheduled for July~~October 2021. Waitr ~~believes~~maintains that the underlying allegations and claims lack merit, and that the classes, as pled, are incapable of certification. Waitr ~~intends~~continues to vigorously defend the suit.

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 in November 2019. These two cases were ~~recently~~ consolidated, and an amended complaint was filed in October 2020. The Company filed a motion to dismiss in February 2021. The Court has heard oral argument on that motion, and has taken the motion under advisement. Waitr believes that this lawsuit lacks merit and that it has strong defenses to all of the claims alleged. Waitr ~~intends~~continues to vigorously defend ~~this lawsuit.~~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 and claims involving personal injuries, physical damage and workers’ compensation benefits suffered as a result of alleged conduct involving its employees, independent contractor drivers, and third-party negligence. Although Waitr believes that it maintains insurance with standard deductibles that generally covers liability for potential damages 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 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 ~~September~~June 30, ~~2020,~~2021, there were ~~7,438,443~~6,632,886 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 ~~$1,728~~$2,387 and ~~$2,195~~$602 for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and ~~$3,178~~$4,465 and ~~$6,747~~$1,450 for the ~~nine~~six months ended ~~September~~June 30, 2021 and 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~~six months ended June 30, 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.

			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

T~~here were 0 grants of~~The Company recognized compensation expense for stock options ~~other than~~of $358 and $365 for the ~~Grimstad Option during the nine~~three months ended ~~September~~June 30, ~~2020. As of September~~2021 and 2020, respectively, and $692 and $738 for the six months ended June 30, 2021 and 2020, ~~there were 9,767,136 stock options outstanding under the Company’s incentive plans.~~respectively. Unrecognized compensation cost related to unvested stock options as of ~~September~~June 30, ~~2020~~2021 totaled ~~$1,743,~~$1,684, with a weighted average remaining vesting period of approximately ~~1.26~~0.9 years.

The stock option activity under the Company’s incentive plans during the six months ended June 30, 2021 and 2020 is as follows:

Outstanding stock options, which were fully vested and expected to vest and exercisable are as follows as of June 30, 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 was $5 and $29 during the three months ended June 30, 2021 and 2020, respectively, and $20 and $41 during the six months ended June 30, 2021 and 2020, respectively. Upon exercise, the Company issued new common stock.

~~On April 23, 2020, 3,134,325 performance~~The 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 June 30, 2021, there were 3,159,325 performance-based RSUs ~~were granted~~outstanding under the Company’s 2018 Incentive Plan, including 3,134,325 RSUs granted to ~~Mr.~~the Company’s chief executive officer in April 2020 (the “Grimstad RSU Grant”). The Grimstad ~~with~~RSU Grant has an aggregate grant date fair value of $3,542 ~~(the “Grimstad RSU Grant”). The Grimstad RSU Grant~~and vests in full in the event of a 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 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 or he is terminated by the Company for reason other than 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 or he is terminated by the Company for reason other than misconduct, should either occur.

During the ~~nine~~six months ended ~~September~~June 30, ~~2020, 4,227,501~~2021, a total of 5,308,960 RSUs with time-based vesting were granted pursuant to the Company’s 2018 Incentive Plan ~~and the Amended 2018 Plan~~ (with an aggregate grant fair value of value of ~~$9,613), of which 1,400,000~~$13,538). Included in such grants were 600,960 RSUs ~~were~~ granted to non-employee directors vesting upon the earlier of June ~~30, 2021~~15, 2022 and the date of the ~~2021~~2022 annual meeting of the Company’s stockholders and ~~2,827,501~~1,208,000 RSUs ~~were~~ granted to employees and consultants vesting ~~generally between one to three years of the date of grant.~~over three years. The RSU grants vest in various manners in accordance with the terms specified in the applicable ~~RSU~~ award agreements, all of which accelerate and vest upon a change of control. Also included in such grants was an award of 3,500,000 RSUs granted (the “Grimstad 2021 RSU Grant”) to Mr. Grimstad, with an aggregate grant date fair value of $8,960, in connection with an extension of his employment agreement through January 2025. The 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 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.

The Company recognized compensation expense for restricted stock of $2,029 and $237 during the three months ended June 30, 2021 and 2020, respectively, and $3,773 and $712 during the six months ended June 30, 2021 and 2020, respectively. Unrecognized compensation cost related to unvested time-based RSUs as of ~~September~~June 30, ~~2020~~2021 totaled ~~$8,433,~~$16,288, with a weighted average remaining vesting period of approximately ~~1.75~~2.79 years. ~~For~~The total fair value of restricted shares that vested during the ~~nine~~three months ended ~~September~~June 30, 2021 and 2020 was $2,893 and $1,147, respectively, and during the six months ended June 30, 2021 and 2020 was $5,386 and $1,153, respectively.

The activity for restricted stock with time-based ~~RSUs~~vesting under the Company’s incentive plans is as ~~follows:~~

	Number of Shares			Weighted Average Grant Date Fair Value		Six Months Ended June 30, 2021							Six Months Ended June 30, 2020
Nonvested at December 31, 2019		3,182,639		$	1.42
						Number of Shares			Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (years)		Number of Shares			Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (years)
Nonvested, beginning of period							4,558,603		$	2.23		1.71		3,182,639		$	1.42		2.16
Granted		4,227,501			2.27		5,308,960			2.55				2,754,501			1.95
Shares vested		(588,054	)		1.94		(2,103,310	)		2.03				(545,319	)		1.94
Forfeitures		(1,903,984	)		1.45		(230,084	)		1.50				(1,459,580	)		1.27
Nonvested at September 30, 2020		4,918,102		$	2.08
Nonvested, end of period							7,534,169		$	2.53		2.79		3,932,241		$	1.78		1.40

On April 23, 2020, the Company entered into a performance bonus agreement with Mr. ~~Grimstad.~~Grimstad, which was extended through January 3, 2025 in connection with the extension of his employment agreement. Pursuant to the performance bonus agreement, upon the occurrence of a 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 change of control; provided, however, that in the event Mr. Grimstad terminates his employment for good reason or the Company terminates his employment other than for misconduct, Mr. Grimstad will be entitled to receive the Bonus provided the change of control occurs on or before January 3, ~~2022.~~2025. Compensation expense related to the bonus agreement will not be recognized until such time that is probable that the performance goal will be achieved.

At ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, there were 249,000,000 shares of common stock authorized and ~~110,120,621~~116,701,277 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 ~~September~~June 30, ~~2020~~2021 or December 31, ~~2019.~~2020. The Company’s common stockholders are entitled to one vote per share.

At ~~September~~June 30, ~~2020~~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 ~~September~~June 30, ~~2020~~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 May 1, 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 July 10, 2020, the Company sold 9,436,415 shares of common stock under the May 2020 ATM Program at an average price of $3.18 per share, for gross proceeds of $30,000. Net proceeds, after deducting sales commissions, totaled $29,550.

~~During the nine months ended September 30, 2020, in connection with the Waiver and Conversion Agreement, Luxor converted $12,500 of the Notes into 9,328,362 shares of the Company’s common stock (see~~ ~~Note 7 – Debt~~).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~~478,464 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 ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~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 ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (in thousands):

	As of September 30, 2020										As of June 30, 2021
	Level 1		Level 2		Level 3			Total			Level 1		Level 2		Level 3		Total
Liabilities
Accrued medical contingency	$	—	$	—	$	(17,505	)	$	(17,505	)	$	—	$	—	$	17,182	$	17,182

	As of December 31, 2019										As of December 31, 2020
	Level 1		Level 2		Level 3			Total			Level 1		Level 2		Level 3		Total
Liabilities
Accrued medical contingency	$	—	$	—	$	(17,883	)	$	(17,883	)	$	—	$	—	$	17,435	$	17,435

The Company had 0 assets required to be measured at fair value on a recurring basis at ~~September~~June 30, ~~2020~~2021 or December 31, ~~2019. During the nine months ended September 30, 2020, the Company did 0t make any transfers between the levels of the fair value hierarchy.~~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):

	Three Months Ended						Nine Months Ended						Three Months Ended June 30,						Six Months Ended June 30,
	September 30, 2020			September 30, 2019			September 30, 2020			September 30, 2019			2021			2020			2021			2020
Balance, beginning of the period	$	17,767		$	18,023		$	17,883		$	18,167		$	17,300		$	17,812		$	17,435		$	17,883
Increases/additions		—			—			—			—			41			—			84			—
Reductions/settlements		(262	)		(61	)		(378	)		(205	)		(159	)		(45	)		(337	)		(116	)
Balance, end of the period	$	17,505		$	17,962		$	17,505		$	17,962		$	17,182		$	17,767		$	17,182		$	17,767

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 shares outstanding during the period, without consideration for common stock equivalents. Diluted earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares 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 (loss) 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 nine months ended September 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~~income (loss) per share attributable to common stockholders for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 is as follows (in thousands, except share and per share data):

Three Months Ended September 30,

Nine Months Ended September 30,

2020

2019

2020

2019

Basic Earnings per Share:

Net income (loss)

$
4,644

$
(220,104
)

$
13,195

$
(269,705
)
Gain on debt extinguishment recorded as a capital
contribution

—

—

—

1,897

Net income (loss) attributable to common stockholders - basic

$
4,644

$
(220,104
)

$
13,195

$
(267,808
)
Weighted average number of shares outstanding - basic

109,181,847

76,145,317

93,763,069

71,071,777

Basic earnings (loss) per common share

$
0.04

$
(2.89
)

$
0.14

$
(3.77
)

Diluted Earnings per Share:

Net income (loss)

$
4,644

(220,104
)

$
13,195

$
(269,705
)
Gain on debt extinguishment recorded as a capital
contribution

—

—

—

1,897

Net income (loss) attributable to common stockholders - diluted

$
4,644

$
(220,104
)

$
13,195

$
(267,808
)
Weighted average number of shares outstanding – diluted

123,785,750

76,145,317

102,519,454

71,071,777

Diluted earnings (loss) per common share

$
0.04

$
(2.89
)

$
0.13

$
(3.77
)

	Three Months Ended June 30,					Six Months Ended June 30,
	2021			2020		2021			2020
Basic income (loss) per share:
Net income (loss) attributable to common stockholders - basic	$	(5,641	)	$	10,653	$	(9,353	)	$	8,551
Weighted average number of shares outstanding		115,644,790			95,053,207		113,998,589			85,968,962
Basic income (loss) per common share	$	(0.05	)	$	0.11	$	(0.08	)	$	0.10

Diluted income (loss) per share:
Net income (loss) attributable to common stockholders - diluted	$	(5,641	)	$	10,653	$	(9,353	)	$	8,551
Weighted average number of shares outstanding		115,644,790			95,053,207		113,998,589			85,968,962
Effect of dilutive securities:
Stock options		—			6,842,922		—			3,427,138
Restricted stock units		—			4,055,103		—			2,373,360
Warrants		—			—		—			—
Weighted average diluted shares		115,644,790			105,951,232		113,998,589			91,769,460
Diluted income (loss) per common share	$	(0.05	)	$	0.10	$	(0.08	)	$	0.09

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 September 30, 2020 and 2019. The Company generated a net loss attributable to the Company’s common stockholders for the three and nine months ended September 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 nine months ended September 30, 2020, 70,045 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 4,728,127 shares, respectively, of the Company’s common stock at June 30, 2021 and 2020. For the three and six months ended June 30, 2021, the Company was in a net loss position, therefore, the shares that would be issued upon conversion of the Notes were excluded from the net loss per share calculation as the effect would have been antidilutive. Furthermore, during the three and six months ended June 30, 2021 and 2020, the Company’s weighted average common stock price was below the Notes conversion price for such ~~periods, and as a result,~~periods. Accordingly, the ~~effect of these options in~~shares were not considered in the ~~diluted~~dilutive earnings per share ~~for such periods. At September 30, 2020, antidilutive restricted stock units~~calculation.

Additionally, the following table includes securities outstanding at the end of ~~34,974 were~~the respective periods, which have been excluded from the ~~computation of~~fully diluted calculations because the effect on net earnings (loss) per common share ~~based on the treasury stock method.~~

In November 2018, the Company entered into the Credit Agreement, and in January 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, ~~and~~ July 15, 2020 and March 9, 2021, the Company entered into amendments to the Credit Agreement with Luxor Capital and 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.

On August 9, 2021, the Company ~~reimbursed C Grimstad~~ and ~~Associates,~~its wholly owned subsidiary, Cape Payments, LLC, entered into definitive purchase agreements with ProMerchant LLC, Cape Cod Merchant Services LLC and Flow Payments LLC (collectively referred to herein as the “Cape Payment Companies”, with the agreements collectively referred to herein as the “Cape Payment Agreements”). The Cape Payment Companies are engaged in the business of facilitating the entry into merchant agreements by and between retailers/merchants and payment processing solution providers and receive residual payments from the payment providers (not the merchants). The aggregate purchase price for the Cape Payment Companies will be $15,000, consisting of $12,000 in cash, subject to certain purchase price adjustments, and a ~~company owned~~number of shares of the Company’s common stock equal to $3,000 divided by ~~our chief executive officer (“CGA”), $262~~the volume weighted average price of the Company’s common stock over the five days prior to closing. Additionally, the Cape Payment Agreements include an earn-out provision which provides for ~~certain of its consultants that provided consulting services~~a one-time payment to the ~~Company~~sellers if the Cape Payment Companies exceed certain future revenue targets. The Cape Payment Agreements contain representations, warranties and covenants of the parties that are customary for similar transactions. Closing is subject to satisfaction of negotiated closing conditions (including, without limitation, the approval of the Company’s board of directors of the transactions as set forth in the Cape Payment Agreements) and deliverables for such similar transactions and is expected to occur, if at all, during ~~this period. As~~the third quarter of ~~July 1, 2020, CGA is no longer providing consulting services and CGA did not mark-up or profit from these reimbursement transactions.~~2021.

During the nine months ended September 30, 2020, Jefferies Financial Group (“JFG”) beneficially owned more than 5% of our common stock at certain points of time. In conjunction with our ATM offering during this nine month period, JFG served as our sales agent for which we paid $740.

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. In addition to historical condensed consolidated financial information, the~~8, 2021. The following discussion contains forward-looking statements that reflect ~~the Company’s~~future plans, estimates, beliefs and ~~beliefs. Actual~~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 ~~the~~these forward-looking statements. Factors that could cause or contribute to ~~these~~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.

Waitr operates an online ~~food~~ ordering technology platform, providing delivery, carryout and dine-in options, connecting ~~local~~ restaurants, drivers and diners in cities across the United States. Our strategy is to bring delivery, carryout and 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. ~~In January 2019, we completed the acquisition of Bite Squad, an online food ordering 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. ~~In October 2020,~~

On March 11, 2021, we ~~diversified our product offering beyond food~~completed the acquisition of Delivery Dudes, a third-party delivery ~~with~~business primarily serving the ~~launch of tableside~~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 ~~technology for restaurants.~~

sector. At ~~September~~June 30, ~~2020,~~2021, we had over ~~19,000~~25,000 restaurants, in over ~~700~~900 cities, on the Platforms. Average Daily Orders for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 were approximately ~~39,880~~38,583 and ~~48,155,~~44,241, respectively, and revenue was ~~$52,734~~$49,167 and ~~$49,201,~~$60,506, respectively. For the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, Average Daily Orders were ~~approximately 40,563~~38,108 and ~~53,579,~~40,909, respectively, and revenue was ~~$157,483~~$100,097 and ~~$148,575,~~$104,749, respectively.

During the second quarter of 2021, we added a variety of additional national brands to our Platforms and continued to opportunistically launch new markets in numerous underserved cities and towns. The acquisition of Delivery Dudes in the first quarter of 2021 and organic expansion throughout the first half of ~~2020,~~2021 expanded our presence in multiple small and medium sized markets. Additionally, we ~~implemented various~~recently announced a strategic ~~initiatives, with~~initiative to change our corporate name and visual identity in a ~~focus on improving revenue per order, costs per order, operating cash flow, profitability and liquidity, including~~comprehensive rebrand, to be effective within the ~~successful completion~~next 12 – 18 months. The rebranding strategy reflects our ongoing commitment to innovation, continued expansion into new delivery verticals in the “last mile delivery” segment, maintenance of a ~~switch to an independent contractor model for delivery drivers. We focused efforts on operational improvements through the streamlining of operations, support~~technology-forward platform, and ~~sales~~anticipated diversification and marketing functions and offered new and enhanced service offerings to our restaurant partners. During the third quarter of 2020, we continued to work with new and existing restaurant partners to boost delivery potential by providing value-added marketing and support services. The implementation of these initiatives resulted in profitable results for the three and nine months ended September 30, 2020. Slightly offsetting these positive results was a decline in order volumes and revenue during the third quarter of 2020 as compared to the second quarter of 2020, due to a number of factors, including without limitation severe weather-related events which temporarily suspended operations in certain markets we operate in, an easingexpansion into payment solutions.

Impact of COVID-19 ~~restrictions~~ on ~~in-restaurant dining, as well as the economic effects of the prolonged COVID-19 pandemic.~~

~~Sales of~~ our common stock pursuant to our ATM Program 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 September 30, 2020. At the completion of our ATM Program on July 10, 2020, we had sold a total of 23,698,720 shares of common stock for net proceeds of approximately $47,574. We continue to evaluate additional opportunities to 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.

In March 2020, as the COVID-19 pandemic became more widespread in the U.S., we launched several initiatives to help protect and support our restaurant partners, diners, independent contractor drivers and our employees during these unprecedented times, including offering no-contact delivery in select markets for certain restaurant delivery orders; offering no-contact grocery delivery in select markets; working with certain restaurant partners to waive diner delivery fees; deploying free marketing programs for certain restaurants; and providing masks, gloves and hand sanitizer to drivers. Additionally, in early April 2020, we expanded our delivery areas to further support our restaurant partners and diners. We have experienced a significant increase in the number of new independent contractor driver applications during the last six months, providing us the sufficient 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, we initially~~In response to economic hardships 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 in our order volumes and experienced an approximate 18% increase in average daily orders during the ~~second~~COVID-19 pandemic, the U.S. federal government rolled out stimulus payments in the first quarter of ~~2020 as compared to the first~~

~~quarter of 2020.~~ ~~Restrictions on in-restaurant dining resulted in restaurants utilizing delivery services,~~2021 which ~~in turn~~we believe had a positive impact on ~~our~~ ~~business.~~

~~The potential impacts and duration~~order volumes during such period. However, we also believe the stimulus payments resulted in increased driver labor costs as we were faced with challenges in maintaining an appropriate level of driver supply. During the second quarter of 2021, we believe the impact of the ~~COVID-19~~stimulus payments on our order volumes began to decrease.

While the widespread rollout of vaccines is leading to increased confidence that the impacts of the pandemic may be stabilizing, the spread of certain COVID variants and cases rising in areas with low vaccination rates provide continued uncertainty as to the potential short and long-term impacts of the pandemic on the global economy and on the Company’s business, in ~~particular, are uncertain and may be difficult~~particular. There remains uncertainty as to ~~assess~~whether or ~~predict. The~~not the pandemic ~~has resulted in, and may~~will continue to ~~result~~impact diner behavior, and if so, 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 prolonged recession or additional financial market 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. what manner.

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.~~10-K and this quarterly report on Form 10-Q for the three months ended June 30, 2021. Management continues to monitor the impact of the COVID-19 outbreak 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. ~~The Company periodically engages third-parties to assist management in various fair value estimations.~~

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 ~~nine~~six months ended ~~September~~June 30, ~~2020.~~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 of certain accounting standards until those standards would otherwise apply to private companies. Although~~company. Accordingly, for fiscal year 2021, 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.

~~We will no longer qualify as an emerging growth company on December 31, 2020. At such time, we will no longer have the option to take advantage of the applicable exemptions described above and~~ will be required to include an opinion from our independent registered public accounting firm on the effectiveness of 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 June 30, 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 ~~nine~~three and six months ended ~~September~~June 30, ~~2019~~2021 of approximately ~~$6,956,~~$63 and $669, respectively, 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.~~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 (whether externally to comply with governmental imposed caps or as a result of internal decision-making) 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.~~patterns with respect to demand of our service offering. In many of our markets, we have ~~generally~~historically experienced ~~a relative increase~~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, among others. 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, severe weather-related events such as snowstorms, ice storms, hurricanes and tropical storms have adverse effects on order volume, particularly if they cause property damage or utility interruptions to our restaurant partners. Consequently, our results between quarters, or between periods may vary as a result of prolonged periods of unusually cold, warm, inclement, or otherwise unexpected weather and the timing of certain holidays. As shown in our results of operations for the nine months ended September 30, 2020, theThe COVID-19 pandemic, ~~has~~as well as the federal government’s responses thereto, have had an impact on our ~~historical~~typical seasonality ~~trends.~~trends and 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. Future~~future, both in the restaurant delivery space as well as other verticals. 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 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. 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~~successfully completed 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 completed 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,~~Gratuities, which are not included in our net 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 completed 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 September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
Key Business Metrics (1)	2020		2019		2020		2019
Key Business Metrics⁽¹⁾									2021		2020		2021		2020
Active Diners (as of period end)		2,005,760		2,393,063		2,005,760		2,393,063		1,878,904		2,109,353		1,878,904		2,109,353
Average Daily Orders		39,880		48,155		40,563		53,579		38,583		44,241		38,108		40,909
Gross Food Sales (dollars in thousands)	$	153,532	$	161,390	$	462,089	$	514,835	$	154,738	$	175,044	$	305,019	$	308,557
Average Order Size (in dollars)	$	41.85	$	36.43	$	41.58	$	36.12	$	44.07	$	43.48	$	44.22	$	41.44

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 (less any discounts).~~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 independent contractor drivers,~~ as well as ~~city/~~market managers, restaurant onboarding, ~~photography,~~ and driver logistics personnel, ~~as well as~~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 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 as well as the impairment of capitalized contract costs of obtaining and fulfilling contracts.

Other Expenses (Income) and Losses (Gains), Net. Other expenses (income) and losses (gains), net, primarily includes ~~accruals for legal contingencies,~~ interest expense on outstanding debt, ~~and interest income on cash and money market deposits, and~~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 September 30,												Nine Months Ended September 30,												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
(in thousands, except percentages⁽¹⁾)																									2021			% of Revenue			2020			% of Revenue			2021			% of Revenue			2020			% of Revenue
Revenue	$	52,734			100	%	$	49,201			100	%	$	157,483			100	%	$	148,575			100	%	$	49,167			100	%	$	60,506			100	%	$	100,097			100	%	$	104,749			100	%
Costs and expenses:
Operations and support		27,409			52	%		37,289			76	%		84,321			54	%		113,170			76	%		31,273			64	%		30,547			50	%		61,611			62	%		56,912			54	%
Sales and marketing		3,288			6	%		15,953			32	%		8,854			6	%		41,615			28	%		4,500			9	%		2,740			5	%		8,516			9	%		5,566			5	%
Research and development		820			2	%		1,920			4	%		3,457			2	%		6,009			4	%		854			2	%		1,167			2	%		1,853			2	%		2,637			3	%
General and administrative		11,380			22	%		12,817			26	%		32,252			20	%		44,115			30	%		12,505			25	%		10,094			17	%		22,691			23	%		20,872			20	%
Depreciation and amortization		2,103			4	%		4,851			10	%		6,242			4	%		13,791			9	%		2,965			6	%		2,075			3	%		5,882			6	%		4,139			4	%
Goodwill impairment		—			0	%		119,212			242	%		—			0	%		119,212			80	%
Intangible and other asset impairments		—			0	%		72,917			148	%		29			0	%		72,935			49	%		—			0	%		29			0	%		—			0	%		29			0	%
Loss on disposal of assets		4			0	%		11			0	%		15			0	%		26			0	%		162			0	%		3			0	%		159			0	%		11			0	%
Total costs and expenses		45,004			85	%		264,970			539	%		135,170			86	%		410,873			277	%		52,259			106	%		46,655			77	%		100,712			101	%		90,166			86	%
Income (loss) from operations		7,730			15	%		(215,769	)		(439	%)		22,313			14	%		(262,298	)		(177	%)		(3,092	)		(6	%)		13,851			23	%		(615	)		(1	%)		14,583			14	%
Other expenses (income) and losses (gains), net:
Interest expense		2,117			4	%		2,775			6	%		7,521			5	%		6,570			4	%		1,681			3	%		2,490			4	%		3,582			4	%		5,404			5	%
Interest income		(14	)		0	%		(297	)		(1	%)		(95	)		0	%		(877	)		(1	%)		—			0	%		(21	)		0	%		—			0	%		(81	)		0	%
Other expense		965			2	%		1,827			4	%		1,640			1	%		1,654			1	%		835			2	%		712			1	%		5,099			5	%		675			1	%
Net income (loss) before income taxes		4,662			9	%		(220,074	)		(447	%)		13,247			8	%		(269,645	)		(181	%)		(5,608	)		(11	%)		10,670			18	%		(9,296	)		(9	%)		8,585			8	%
Income tax expense		18			0	%		30			0	%		52			0	%		60			0	%		33			0	%		17			0	%		57			0	%		34			0	%
Net income (loss)	$	4,644			9	%	$	(220,104	)		(447	%)	$	13,195			8	%	$	(269,705	)		(182	%)	$	(5,641	)		(11	%)	$	10,653			18	%	$	(9,353	)		(9	%)	$	8,551			8	%

The following section includes a discussion of our results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019.~~the three and six months ended June 30, 2020. 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 (see Part I, Item 1, Note 3 – Business Combinations).

Revenue increased for the three and nine months and ended September 30, 2020 compared to September 30, 2019, primarily as a result of improved revenue per order. Included in revenue for the three and nine months ended September 30, 2019 is $3,005 related to a cumulative adjustment to setup and integration fee revenue as a result of contract modifications made in July 2019 and the effect of such modifications on our measure of progress towards the performance obligations. The cumulative adjustment to revenue was partially offset by write-offs of uncollected setup and integration fees within accounts receivable of $797 and refunds of previously paid setup and integration fees of $320.

While Average Daily Orders decreased in the three months ended September 30, 2020 compared to September 30, 2019, the Average Order Size increased to $41.85 from $36.43, an improvement of 15%. For the nine months ended September 30, 2020, Average Daily Orders decreased compared to September 30, 2019, with Average Order Size increasing to $41.58 from $36.12, an improvement of 15%.

~~Operations and support expense~~Revenue decreased ~~in dollar terms and as a percentage of revenue~~ for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to ~~September~~the three and six months ended June 30, ~~2019,~~2020, primarily as a result of ~~lower driver operations costs,~~decreased order volumes. We experienced a significant increase in Average Daily Orders in the three months ended June 30, 2020 as the COVID-19 pandemic, related stay-at-home orders, and government stimulus payments affected diner behavior. Additionally, Average Daily Orders were impacted by adverse weather-related events in early 2021 as well as certain federal government responses to the ~~implementation~~COVID-19 pandemic.

Partially offsetting the impact of ~~initiatives~~decreased order volumes in the three and six months ended June 30, 2021 was an increase in the Average Order Size in such periods. The Average Order Size increased to ~~realize synergies~~$44.22 for the six months ended June 30, 2021, from $41.44 for the ~~Bite Squad Merger,~~six months ended June 30, 2020, an improvement of 7%. The Average Order Size was $44.07 for the three months ended June 30, 2021, compared to $43.48 for the three months ended June 30, 2020.

Operations and support expenses increased in dollar terms in the three and six months ended June 30, 2021 compared to the three and six months ended June 30, 2020, primarily due to the Company opening more markets and serving more markets in the 2021 periods compared to 2020, including ~~staff reductions and the consolidation of~~costs for operations and support ~~functions.~~personnel and software related to supporting those markets. As a percentage of revenue, operations and support expenses were higher in the three and six months ended June 30, 2021 compared to the 2020 periods as we strategically invested in our support staffing and drivers in order to combat labor shortages pervasive in the industry and broader economy.

	Three Months Ended September 30,						Percentage			Nine Months Ended September 30,						Percentage			Three Months Ended June 30,						Percentage			Six Months Ended June 30,						Percentage
	2020			2019			Change			2020			2019			Change			2021			2020			Change			2021			2020			Change
	(dollars in thousands)									(dollars in thousands)									(dollars in thousands)									(dollars in thousands)
Sales and marketing	$	3,288		$	15,953			(79	%)	$	8,854		$	41,615			(79	%)	$	4,500		$	2,740			64	%	$	8,516		$	5,566			53	%
As a percentage of revenue		6	%		32	%					6	%		28	%					9	%		5	%					9	%		5	%

Sales and marketing expense ~~decreased~~increased in dollar terms and as a percentage of revenue in the three and ~~nine~~six months ended ~~September~~June 30, 2021 compared to the three and six months ended June 30, 2020, ~~compared~~primarily attributable to ~~September 30, 2019, primarily~~increased digital advertising as ~~a result of decreased advertising spend of approximately $9,430~~we further invested in market expansion and ~~$22,808, respectively, as well as staff reductions and the consolidation of sales and marketing functions~~solidifying our presence in ~~the second half of 2019 and early 2020.~~existing territories.

	Three Months Ended September 30,						Percentage			Nine Months Ended September 30,						Percentage			Three Months Ended June 30,						Percentage			Six Months Ended June 30,						Percentage
	2020			2019			Change			2020			2019			Change			2021			2020			Change			2021			2020			Change
	(dollars in thousands)									(dollars in thousands)									(dollars in thousands)									(dollars in thousands)
Research and development	$	820		$	1,920			(57	%)	$	3,457		$	6,009			(42	%)	$	854		$	1,167			(27	%)	$	1,853		$	2,637			(30	%)
As a percentage of revenue		2	%		4	%					2	%		4	%					2	%		2	%					2	%		3	%

Research and development expense decreased in dollar terms in the three and six months ended June 30, 2021 compared to the three and six months ended June 30, 2020, primarily due to the capitalization of increased software development costs during the first and second quarters of 2021 as further product features and functionality were incorporated into the Platforms. Research and development expense as a percentage of revenue remained relatively flat for the three and six months ended June 30, 2021 compared to the three and six months ended June 30, 2020.

General and administrative expense increased in dollar terms and as a percentage of revenue in the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to ~~September 30, 2019, primarily due to the capitalization of increased software development costs during the 2020 periods.~~

~~General and administrative expense decreased in dollar terms and as a percentage of revenue in~~ the three and six months ended ~~September~~June 30, ~~2020 compared~~2020. The increase primarily related to ~~September 2019, due to decreased travel and entertainment in 2020 and severance payments in the 2019 period incurred in connection with the departure of certain executives of the Company.~~

~~General and administrative expense decreased in dollar terms and as a percentage of revenue in the nine months September 30, 2020 compared to September 30, 2019, due to decreased~~increased stock-based compensation ~~expenses~~expense, payroll and ~~decreased travel~~recruiting costs, and ~~entertainment in 2020. Additionally, included in general and administrative expense during the nine months ended September 30, 2019 are $6,956 of business combination-related professional and other~~transaction costs associated with the ~~Bite Squad Merger.~~Delivery Dudes Acquisition, partially offset by a decrease in workers compensation insurance expenses.

	Three Months Ended September 30,						Percentage			Nine Months Ended September 30,						Percentage			Three Months Ended June 30,						Percentage			Six Months Ended June 30,						Percentage
	2020			2019			Change			2020			2019			Change			2021			2020			Change			2021			2020			Change
	(dollars in thousands)									(dollars in thousands)									(dollars in thousands)									(dollars in thousands)
Depreciation and amortization	$	2,103		$	4,851			(57	%)	$	6,242		$	13,791			(55	%)	$	2,965		$	2,075			43	%	$	5,882		$	4,139			42	%
As a percentage of revenue		4	%		10	%					4	%		9	%					6	%		3	%					6	%		4	%

Depreciation and amortization expense ~~decreased~~increased in dollar terms and as a percentage of revenue in the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to September 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.

~~During~~ the three and ~~nine~~six months ended ~~September~~June 30, ~~2019, we recognized a non-cash goodwill impairment charge of $119,212~~2020, driven by an increase in depreciation expense related to ~~write down~~computer tablets for restaurants on the ~~carrying value of goodwill to its implied fair value. The primary factor contributing to a reduction~~Platforms and amortization expense on intangible assets acquired in the fair value was the sustained decline in the Company’s stock price in 2019, resulting in a market capitalization that was significantly lower than the carrying value of the Company’s consolidated stockholders’ equity.

The sustained decline in the Company’s stock price during 2019 resulted in a non-cash intangible asset impairment charge in the three and nine months ended September 30, 2019 of $71,982 to write down the carrying value of certain intangible assets to their implied fair values. The impairment charge included the write-offs of capitalized contracts costs of $3,815, customer relationships of $57,295 and developed technology of $10,872. During the three and nine months ended September 30, 2019, we recognized $852 in impairment charges related to non-recoverable capitalized costs to obtain and fulfill contracts as a result of the termination by certain restaurants of their contracts in connection with the modified fee structure introduced by the Company in July 2019.Delivery Dudes Acquisition.

	Three Months Ended September 30,						Percentage			Nine Months Ended September 30,						Percentage			Three Months Ended June 30,						Percentage			Six Months Ended June 30,						Percentage
	2020			2019			Change			2020			2019			Change			2021			2020			Change			2021			2020			Change
	(dollars in thousands)									(dollars in thousands)									(dollars in thousands)									(dollars in thousands)
Other expenses (income) and losses (gains), net	$	3,068		$	4,305			(29	%)	$	9,066		$	7,347			23	%	$	2,516		$	3,181			(21	%)	$	8,681		$	5,998			45	%
As a percentage of revenue		6	%		9	%					6	%		5	%					5	%		5	%					9	%		6	%

Other expenses (income) and losses (gains), net for the three ~~and nine~~ months ended ~~September~~June 30, ~~2020~~2021 primarily consisted of $1,660 of interest expense ~~of $2,088 and $7,413, respectively,~~ associated with the Term ~~Loans~~Loan and Notes and a ~~$1,023 stock-based compensation expense~~$700 accrual ~~related to~~for a legal settlement. For the ~~settlement of the~~ ~~Halley~~ ~~and~~ ~~Montgomery~~ ~~legal contingencies (see Part II, Item 1. Legal Proceedings). Other~~three months ended June 30, 2020, other expenses (income) and losses (gains), net ~~for the three and nine months ended September 30, 2019~~ primarily consisted of ~~$2,717 and $6,499, respectively,~~$2,465 of interest expense associated with the Term ~~Loans~~Loan and ~~Notes~~Notes.

For the six months ended June 30, 2021, other expenses (income) and losses (gains), net primarily consisted of a ~~$2,000 stock-based compensation~~$4,700 accrual for a legal settlement and $3,520 of interest expense ~~accrual related to~~associated with the ~~Halley~~Term Loan and ~~Montgomery~~ ~~legal contingencies.~~Notes. For the six months ended June 30, 2020, other expenses (income) and losses (gains), net primarily consisted of $5,325 of interest expense associated with the Term Loan and Notes.

Income tax expense ~~during~~for the three ~~and nine~~ months ended ~~September~~June 30, 2021 and 2020 was $33 and ~~2019 was~~$17, respectively, and $57 and $34 for the six months ended June 30, 2021 and 2020, respectively. The Company’s income tax expense is 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.

As of June 30, 2021, we had cash on hand of $60,548. Our primary sources of liquidity have recently been cash flow from operations and proceeds from the issuance of stock in fiscal 2020.

During the first half of 2021, we made investments in our business with numerous new market launches and the Delivery Dudes Acquisition, expanding our scope of delivery in multiple small and medium sized markets. The Delivery Dudes Acquisition included $11,500 in cash, subject to certain purchase price adjustments, and 3,562,577 shares of the Company’s common stock. Additionally, pursuant to an amendment to the Credit Agreement, the Company made a $15,000 prepayment on the Term Loan on March 16, 2021.

AsThe aggregate principal amount of September 30, 2020, we had cash on hand of approximately $77,136. Our primary sources of liquidity to date have been proceeds from the issuance of stock, long-term convertible debt, term loans and the cash assumed in connection with the business combination with Landcadia Holdings, Inc. in November 2018.

The implementation of various initiatives throughout 2020, with a focus on improving revenue per order, costs per order, cash flow, operations and liquidity, resulted in positive results for the Company during the nine months ended September 30, 2020. Additionally, proceeds from the sales of our common stock pursuant to our ATM Program launched in March and May 2020 enhanced our liquidity position at September 30, 2020. We used a portion of the proceeds to repay our debt obligations, as discussed below, 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.

On July 2, 2020, the Company made a payment of $12,500 on the Term Loans in connection with the Waiver and Conversion Agreement, and on August 3, 2020, the Company made a payment of $10,500 on 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 points for a one-year period, to 5.125% and 4.0% per annum, respectively, and the extension of the maturity dates under the Credit Agreement and Convertible Notes Agreement by one year to November 15, 2023. We had total outstanding long-term debt ~~of $99,205~~totaled $84,511 as of ~~September~~June 30, ~~2020,~~2021, consisting of ~~$49,479 of~~$35,007 for the Term ~~Loans,~~Loan and $49,504 of ~~Notes and $222~~Notes. As of ~~promissory notes. Short-term debt as~~June 30, 2021, the Company had $5,465 of ~~September 30, 2020 included $1,172 of~~outstanding short-term loans for insurance premium 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; 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 ATM Program 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, although we have no current commitments or agreements with respect to any material 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, we have been able to operate effectively during the pandemic, however, the potential impacts and duration of the COVID-19 pandemic (including those related to variants) on the economy and on our business, in particular, ~~may be~~is difficult to assess or predict.

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 2020 Form 10-K and this quarterly report on Form 10-Q for the three months ended June 30, 2021.

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

	Nine Months Ended September 30,						Six Months Ended June 30,
(in thousands)	2020			2019			2021			2020
Net cash provided by (used in) operating activities	$	29,586		$	(51,311	)
Net cash provided by operating activities							$	5,936		$	18,961
Net cash used in investing activities		(3,629	)		(195,452	)		(17,419	)		(1,963	)
Net cash provided by financing activities		21,862			89,621
Net cash (used in) provided by financing activities								(12,675	)		20,387

For the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, net cash provided by operating activities was ~~$29,586,~~$5,936, compared to $18,961 for the six months ended June 30, 2020. The decrease in cash flows from operating activities in the six months ended June 30, 2021 from the comparable 2020 period was primarily driven by a decrease in revenue and increased operations and support expenses, partially offset by changes in operating assets and liabilities. During the six months ended June 30, 2021, the net change in operating assets and liabilities increased net cash ~~used~~provided by operating activities by $2,179, primarily consisting of an increase in other current liabilities of $6,452, partially offset by a decrease in accrued payroll of $1,368, an increase in capitalized contract costs of $1,389 and an increase in prepaid expenses and other current assets of $1,008. During the six months ended June 30, 2020, the net change in operating ~~activities of $51,311 for the nine months ended September 30, 2019, primarily reflecting the effects of the implementation of various initiatives aimed at improving operations. Additionally,~~assets and liabilities increased net cash provided by operating activities ~~during the nine months ended September 30, 2019 included the payment of business combination-related expenses of $6,956.~~by $167.

For the ~~nine~~six months ended ~~September~~June 30, ~~2020 and 2019,~~2021, net cash used in investing activities ~~was $3,629 and $195,452, respectively. Investing activities included the purchase~~consisted primarily of property and equipment of $968 and $1,493 for the nine months ended September 30, 2020 and 2019, respectively, and costs associated with internally developed software of $2,387 and $1,096 for the nine months ended September 30, 2020 and 2019, respectively. During the nine months ended September 30, 2019, investing activities also included of $192,568$12,706 for the acquisition of ~~Bite Squad.~~

~~Property~~a business and ~~equipment is comprised~~related intangible assets and $4,137 of costs for internally developed software. For the six months ended June 30, 2020, net cash used in investing activities consisted primarily of ~~computer tablets~~$1,335 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 ~~nine~~six months ended ~~September~~June 30, 2021, net cash used in financing activities primarily consisted of a $14,472 principal prepayment on the Term Loan. Additionally, during the six months ended June 30, 2021, cash flows from financing activities included $5,209 of borrowings under a short-term loan for insurance premium financing and $2,471 of payments on short-term loans for insurance premium financing. For the six months ended June 30, 2020, net cash provided by financing activities was $21,862, primarily reflecting $47,574 of net proceeds from the sales of common stock under the Company’s ATM Program and $1,906 of proceeds from short-term loans, less $22,594 of payments on the Term Loans and $4,336 of payments on short-term loans. For the nine months ended September 30, 2019, net cash provided by financing activities was $89,621, primarily reflectingincluded net proceeds from the issuance of common stock of ~~$45,823, proceeds from the issuance of the Additional Term Loans of $42,080~~$22,585 and ~~$5,032~~$1,906 of proceeds from a short-term ~~loan~~loans for ~~the Company’s annual~~ insurance premium financing, less ~~$2,509~~$3,415 of payments on short-term ~~loans.~~loans for insurance premium financing.

During the nine months ended September 30, 2020, the Company’s outstanding debt obligations were reduced by $12,500 in connection with the conversion of Notes pursuant to the Waiver and Conversion Agreement. Additionally, as discussed above, the Company made payments on the Term Loans in July 2020 and August 2020, of $12,500 and $10,500, respectively. The $10,500 payment resulted in a reduction of the interest rates under the Term Loans and Notes by 200 basis points for a one-year period, to 5.125% and 4.0% per annum, respectively, and the extension of the maturity dates under the Credit Agreement and Convertible Notes Agreement by one year to November 15, 2023.

During the third quarter of 2020, the Company’s estimated amount of loss exposure for a medical contingency increased by approximately $17,505 in conjunction with a correction of a prior period error. See Part I, Item 1, ~~Note 9~~ – ~~Correction of Prior Period Error~~ for additional information. As of September 30, 2020, the long-term portion of the claim totaled $16,839. Based on current information available to the Company, annual payments for the medical contingency claim are not expected to be material to the Company’s liquidity or financial position.

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.

We did not have any off-balance sheet arrangements as of ~~September~~June 30, ~~2020.~~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 ~~and~~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 ~~2019~~2020 Form 10-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.

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

As of ~~November 9, 2020,~~June 30, 2021, we had outstanding interest-bearing long-term debt totaling ~~$98,983,~~$84,511, consisting of ~~$49,479~~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 loan agreements governing the Term Loan and Notes and a payment on the Term ~~Loans.~~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

~~set to~~ fixed and 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 ~~September~~June 30, ~~2020.~~2021.

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

35Effective 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.

In July 2016, Waiter.com, Inc. filed a lawsuit against Waitr 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~~The plaintiff sought injunctive relief and damages relating to Waitr’s use of the “Waitr” name and logo. During the third quarter of 2020, the trial date was rescheduled to June 2021, and in September 2020, the court ruled on various motions, certain of which ruled against defenses the Company had advanced. ~~Waitr believes that~~The Company recorded a $4 million reserve in connection with this lawsuit during the ~~damages case lacks merit~~first quarter of 2021. On June 22, 2021, the Company entered into a License, Release and ~~that it has a defense~~Settlement Agreement (the “Settlement”) to settle all claims related to this lawsuit. Pursuant to the ~~infringement claims alleged. Waitr continues to vigorously defend the suit.~~

~~In February 2019,~~Settlement, the Company ~~was named a defendant~~agreed, among other things, to pay the plaintiff $4.7 million in ~~a lawsuit titled~~ ~~Halley, et al vs. Waitr Holdings Inc~~. filed in the United States District Court for the Eastern District of Louisiana on behalf of plaintiff and similarly situated drivers alleging violations of the Fair Labor Standards Act (“FLSA”), and in March 2019,cash by July 1, 2021. As such, the Company ~~was named a defendant~~recorded an incremental $0.7 million reserve 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 and similarly situated drivers, alleging violations of FLSA 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 whereby the Halley and Montgomery plaintiffs, on behalf of themselves and similarly situated drivers, would dismiss the lawsuits against the Company in consideration for the Company issuing up to 1,556,420 shares of Waitr common stock to be allocated to participating class members pursuant to a formula set forth in the settlement agreement. On April 28, 2020, the court granted the motion and held a fairness hearing on August 19, 2020. The court approved a final judgment pursuant to which the Company would pay 873,720 shares of common stock to settle the lawsuits. In connection with the Settlement. The accrued legal settlement ~~the Company accrued a $3,023 liability which~~of $4.7 million is included in other current liabilities in the unaudited condensed consolidated balance sheet at ~~September~~June 30, ~~2020.~~2021. Included in other expense in the unaudited condensed consolidated statement of operations ~~in other expenses~~ for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 is ~~an expense of $1,023~~$0.7 million and $4.7 million, respectively, related to the accrued legal settlement.

In September 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 in November 2019. These two cases were ~~recently~~ consolidated, and an amended complaint was filed in October 2020. The Company filed a motion to dismiss in February 2021. The Court has heard oral argument on that motion, and has taken the motion under advisement. Waitr believes that this lawsuit lacks merit and that it has strong defenses to all of the claims alleged. Waitr ~~intends~~continues to vigorously defend ~~this lawsuit.~~the suit.

In January 2020, California State Assembly Bill 5 (“AB5”) went into effect, which codifies a test to determine whether a worker is an employee or independent contractor under California law. While the Company does not operate in California, the Company has and expects to receive an increased number of misclassification claims from other states that may be inclined to follow AB5 and there can be no assurance that any claim will not be combined into a collective or class action. Nonetheless, the Company believes that its approach to classification is supported by the law and intends to defend itself vigorously in these matters. As of the date of this filing, we do not believe that any of these claims will have a material impact on our financial condition. See “Item 1A. Risk Factors.”

~~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.

The change in presidential administration could result in increased misclassification claims against the Company.

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, company-friendly independent contractor standard via regulation that was set to go into effect in March 2021. However, after President Biden took office, the DOL paused and ultimately rescinded implementation of the 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 DOL to issue additional

regulations or guidance proposing an even more worker-friendly standard, such as the “ABC” test that was implemented in California. Legal experts also expect the DOL under President Biden to become more aggressive in enforcing misclassification claims against 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 profitability.

We ~~face~~are subject to a variety of risks ~~related~~relating to ~~health epidemics~~our relationships with the independent contractor drivers, including shortages of available drivers and ~~other outbreaks, which could significantly disrupt our operations.~~possible increases in driver compensation.

In ~~December 2019,~~response to economic hardships experienced during the COVID-19 pandemic, the U.S. federal government rolled out stimulus payments in the first quarter of 2021 which we believe presented challenges in maintaining an ~~outbreak~~appropriate level of driver supply at certain times and has required us to spend more to procure driver services in certain instances. Additional shortages of available drivers could require us to spend more to procure driver services and could create shortages at peak order times. Furthermore, we could face 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.~~ challenge with having enough qualified drivers primarily due to intense market competition, which may subject us to increased payments for independent contractor driver rates that would negatively impact our profitability.

The COVID-19 pandemic, ~~has negatively impacted the global economy, disrupted global supply chains~~or a similar public health threat, could significantly affect our business, financial condition and ~~created significant volatility and disruption~~results of ~~financial markets.~~ operations.

Waitr has thus far been able to operate effectively during the COVID-19 pandemic. However, the spread of certain COVID variants and cases rising in areas with low vaccination rates provide continued uncertainty as to the potential ~~impacts~~short and ~~duration~~long-term impacts of the ~~COVID-19~~ pandemic on the global economy and on the Company’s business, in ~~particular, are uncertain and may be difficult~~particular. There remains uncertainty as to ~~assess~~whether or ~~predict. The~~not the pandemic ~~has resulted in, and may~~will continue to ~~result~~impact diner behavior, and if so, 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, and a prolonged recession or additional financial market corrections resulting from the spread of COVID-19 could adversely affect demand for the Company’s services. Additionally, in response to the COVID-19 pandemic, several jurisdictions have implemented or are considering implementing fee caps, fee disclosure requirements and similar measures that could negatively impact the Company’s financial results.what manner. To the extent that the COVID-19 pandemic, or a similar public health threat, 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. We are closely monitoring~~10-K and this quarterly report on Form 10-Q for the ~~impact of the COVID-19 global outbreak and lifting of any restrictions, although there remains significant uncertainty related to the public health and economic situation globally.~~

We are subject to a variety of risks relating to our relationships with the independent contractor drivers, shortages of available drivers, adverse conditions impacting drivers, and possible increases in driver compensation.

~~During the nine~~three months ended ~~September~~June 30, ~~2020, we terminated~~2021.

Our strategic initiative to change our ~~employee drivers~~corporate name and ~~outsourced our driver function to Delivery Logistics, LLC, our wholly-owned subsidiary (“Delivery Logistics”), who provides us with independent contractor drivers. While we implemented this change~~visual identity in a ~~way intended~~comprehensive rebrand may not be successful and may negatively impact our name recognition with customers and partners or otherwise impact our business.

In June 2021, we launched a strategic initiative to ~~ensure that the drivers are indeed independent contractors under applicable law~~change our corporate name and regulation, certain state and local governmental authorities have recently initiated efforts to classify independent contractors performing driver jobs as employees. In January 2020, California State Assembly Bill 5 (“AB5”) went into effect, which codifies an employee-friendly test to determine whethervisual identity in a ~~worker~~comprehensive rebrand. There is an employee or independent contractor under California law. While the Company does not operate in California, the Company has and expects to receive an increased number of misclassification claims from other states that may be inclined to follow AB5 and there can be no assurance that ~~any claim~~our rebranding initiative will ~~not~~ be ~~combined into a collective~~successful or ~~class action. These regulatory actions and/or increased scrutiny could result in increased costs and burdens for the Company.~~

~~The change in composition of our driver base could also~~ result in a degradation of service provided by contracted delivery drivers, and an increase in the turnover rates of delivery drivers. If Delivery Logistics is unable to attract and retain a sufficient number of independent contractor drivers, we could face difficulty meeting consumer order demands or be forced to forego business that would otherwise be available to us, which could adversely affect our profitability and ability to maintain or grow our business.

~~Shortages of available drivers could require us to spend more to procure driver services and could create shortages at peak order times.~~positive return on investment. We could ~~face a challenge with having enough qualified drivers primarily due~~be required to ~~intense market competition, which~~devote significant resources to advertising and marketing in order to increase awareness of the new brand and for the successful integration of our rebranding process. Furthermore, our rebranding initiative may ~~subject us to increased payments for independent contractor driver rates that would~~ negatively impact our ~~profitability.~~

~~Further,~~name recognition with respect to independent contractor drivers, shortages can result from the absence of long-term contracts along with other contractual terms or policies that make contracting with Delivery Logistics less desirable to certain independent contractor drivers. In addition, the “on-call” or “on-demand” nature of the way that we ask independent contractor drivers to pick up shifts during busy times may result in difficulties procuring such independent contractor drivers when we need that labor most. Such a shortagecustomers and partners, which could ~~result in material harm to our business or reputation.~~

The financial condition and operating costs of the independent contractor drivers are affected by conditions and events that are beyond our control and may also be beyond their control. Adverse changes in the financial condition of independent contractor drivers or increases in their car ownership or operating costs could cause them to seek higher revenues or to cease their business relationships with Delivery Logistics. The prices that we charge our diners could be impacted by these circumstances, which may in turn limit pricing flexibility with diners, resulting in fewer delivery orders and decreasing our revenues.

Independent contractor drivers may utilize shirts and food carrier equipment bearing our trade names and trademarks; however, it is not required. If one of the independent contractor drivers is subject to negative publicity, it could negatively reflect on us and have ~~a material and~~an adverse ~~effect~~impact on our ~~business, brand and financial performance. Under certain state laws, we could also be subject to allegations of liability for the activities of the independent contractor drivers.~~business.

As independent business owners, independent contractor drivers may make business or personal decisions that conflict with our best interests. For example, if an order is unprofitable, route distance is further than desired or personal scheduling conflicts arise, an independent contractor driver may deny orders from time to time. In these circumstances, we must be able to timely deliver food orders to maintain relationships with diners and restaurants on the Platforms. The unwillingness of independent contractor drivers to perform their services when and where they are needed could adversely harm our financial performance and operating results.

~~On October 7, 2020, the Company issued 873,720 shares of common stock~~ pursuant to a court ordered settlement in connection with two lawsuits. See “Part II, Item 1. Legal Proceedings” for additional information. The shares were offered in reliance on the exemption from registration afforded by Section 3(a)(10) of the Securities Act. No commissions were paid in connection with the share issuance.None

~~None.~~On August 9, 2021, the Company and its wholly-owned subsidiary, Cape Payments, LLC, entered into three substantially identical agreements to acquire substantially all of the assets of each of Flow Payments LLC (“Flow”), Cape Cod Merchant Services LLC (“Cape Cod”) and ProMerchant LLC (“ProMerchant” and collectively with Flow and Cape Cod, the “Cape Payment Companies”). The agreements are collectively referred to herein as the “Cape Payment Agreements”. The Cape Payment Companies are engaged in the business of facilitating the entry into merchant agreements by and between retailers/merchants and payment processing solution providers and receive residual payments from the payment providers (not the merchants). The aggregate purchase price for the Cape Payment Companies will be $15 million (80% to be paid in cash and 20% to be paid through the issuance of unregistered shares of our common stock in an amount equal to $3 million divided by the volume weighted average price of our common stock over the five days prior to closing), subject to standard purchase price adjustments, plus an unsecured, contingent earn-out payable in March 2023 based on the amount that the 2022 residuals of the Cape Payment Companies exceed 125% of the 2021 residual revenue of the Cape Payment Companies (while we are not able to quantify such amount as of the date hereof, at closing we will estimate and reflect such contingent payment as a liability on our balance sheet). The Cape Payment Agreements contain

representations, warranties and covenants of the parties that are customary for similar transactions. Closing is subject to satisfaction of negotiated closing conditions (including, without limitation, the approval of the Company’s board of directors of the transactions as set forth in the Cape Payment Agreements) and deliverables for such similar transactions and is expected to occur, if at all, during the third quarter of 2021. The foregoing description of the Cape Payment Agreements and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Cape Payment Agreements, which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2021.

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 ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020	1
	Condensed Consolidated Statements of Operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	2
	Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	3
	Condensed Consolidated Statements of Stockholders’ Equity for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	4
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2522
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3430
Item 4.	Controls and Procedures	3530

PART II	Other Information	3631
Item 1.	Legal Proceedings	3631
Item 1A.	Risk Factors	3731
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3832
Item 3.	Defaults Upon Senior Securities	3832
Item 4.	Mine Safety Disclosures	3832
Item 5.	Other Information	3832
Item 6.	Exhibits	3934

	Signatures	4035

(in thousands, except per share amount)
Shares transferred at closing		3,562
Value per share	$	2.96
Total share consideration		10,545
Plus: cash transferred to Delivery Dudes members		10,927
Plus: net working capital deficit assumed		573
Total estimated consideration	$	22,045


☒	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 September 30, 2020
	Common stock				Additional paid in capital		Accumulated deficit			Total stockholders’ equity
	Shares		Amount
Balances at June 30, 2020		102,382,511	$	10	$	420,368	$	(371,191	)	$	49,187
Net income		—		—		—		4,644			4,644
Exercise of stock options and vesting of restricted stock units		45,071		—		2		—			2
Stock-based compensation		—		—		1,728		—			1,728
Stock issued for conversion of Notes		105,384		—		137		—			137
Issuance of common stock		7,587,655		1		24,989		—			24,990
Balances at September 30, 2020		110,120,621	$	11	$	447,224	$	(366,547	)	$	80,688

Nine Months Ended September 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		$	(379,742	)	$	5,403
Net income		—		—		—			13,195			13,195
Exercise of stock options and vesting of restricted stock units		514,364		—		40			—			40
Taxes paid related to net settlement on stock-based compensation		—		—		(728	)		—			(728	)
Stock-based compensation		—		—		3,178			—			3,178
Stock issued for conversion of Notes		9,328,362		1		12,025			—			12,026
Issuance of common stock		23,698,720		2		47,572			—			47,574
Balances at September 30, 2020		110,120,621	$	11	$	447,224		$	(366,547	)	$	80,688

Three Months Ended September 30, 2019
	Common stock				Additional paid in capital		Accumulated deficit			Total stockholders’ equity
	Shares		Amount
Balances at June 30, 2019		76,134,094	$	8	$	382,402	$	(138,037	)	$	244,373
Net loss		—		—		—		(220,104	)		(220,104	)
Exercise of stock options and vesting of restricted stock units		16,826		—		1		—			1
Stock-based compensation		—		—		2,195		—			2,195
Equity issued in exchange for services		—		—		30		—			30
Balances at September 30, 2019		76,150,920	$	8	$	384,628	$	(358,141	)	$	26,495

Nine Months Ended September 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		$	(88,436	)	$	111,986
Net loss		—			—		—			(269,705	)		(269,705	)
Gain on debt extinguishment		—			—		1,897			—			1,897
Exercise of stock options and vesting of restricted stock units		26,425			—		4			—			4
Taxes paid related to net settlement on stock-based compensation		(79,900	)		—		(799	)		—			(799	)
Stock-based compensation		—			—		6,747			—			6,747
Equity issued in exchange for services		—			—		90			—			90
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 September 30, 2019		76,150,920		$	8	$	384,628		$	(358,141	)	$	26,495

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		14,343
Total estimated consideration	$	22,045

	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

	Nine Months Ended
	September 30, 2019
Net Revenue	$	152,861
Net Loss		271,366

	Year Ended December 31, 2018
	As Reported			Adjustment			As Revised
Other expenses	$	2		$	17,505		$	17,507
Net loss before income taxes		(34,738	)		(17,505	)		(52,243	)
Net loss		(34,311	)		(17,505	)		(51,816	)
Net loss per share - basic and diluted	$	(2.18	)	$	(1.11	)	$	(3.29	)

	Year Ended December 31, 2019									Year Ended December 31, 2018
	As Reported			Adjustment			As Revised			As Reported			Adjustment			As Revised
Cash flows from operating activities:
Net loss	$	(291,306	)	$	—		$	(291,306	)	$	(34,311	)	$	(17,505	)	$	(51,816	)
Changes in liabilities:
Accrued medical contingency		—			(680	)		(680	)		—			17,883			17,883
Accrued workers' compensation liability		(446	)		285			(161	)		(342	)		(646	)		(988	)
Other current liabilities		(3,012	)		395			(2,617	)		4,213			268			4,481
Net cash used in operating activities		(73,477	)		—			(73,477	)		(15,842	)		—			(15,842	)

	December 31, 2019									December 31, 2018
	As Reported			Adjustment			As Revised			As Reported			Adjustment			As Revised
Other current liabilities	$	12,630		$	663		$	13,293		$	4,508		$	268		$	4,776
Total current liabilities		31,988			663			32,651			13,595			268			13,863
Accrued medical contingency - long term		—			17,203			17,203			—			17,883			17,883
Accrued workers' compensation liability - long term		463			(361	)		102			908			(646	)		262
Total liabilities		156,065			17,505			173,570			97,061			17,505			114,566
Accumulated deficit		(362,237	)		(17,505	)		(379,742	)		(70,931	)		(17,505	)		(88,436	)
Total stockholders' equity		22,908			(17,505	)		5,403			129,491			(17,505	)		111,986

	Three Months Ended March 31, 2020									Three Months Ended March 31, 2019
	As Reported			Adjustment			As Revised			As Reported			Adjustment			As Revised
Cash flows from operating activities:
Changes in liabilities:
Accrued medical contingency	$	—		$	(69	)	$	(69	)	$	—		$	(484	)	$	(484	)
Accrued workers' compensation liability		(69	)		71			2			(176	)		81			(95	)
Other current liabilities		(155	)		(2	)		(157	)		(2,093	)		403			(1,690	)
Net cash provided by (used in) operating activities		7,027			—			7,027			(12,687	)		—			(12,687	)

	Six Months Ended June 30, 2020									Six Months Ended June 30, 2019
	As Reported			Adjustment			As Revised			As Reported			Adjustment			As Revised
Cash flows from operating activities:
Changes in liabilities:
Accrued medical contingency	$	—		$	(112	)	$	(112	)	$	—		$	(545	)	$	(545	)
Accrued workers' compensation liability		(117	)		116			(1	)		(305	)		145			(160	)
Other current liabilities		1,650			(4	)		1,646			(2,441	)		400			(2,041	)
Net cash provided by (used in) operating activities		18,961			—			18,961			(34,351	)		—			(34,351	)

	June 30, 2020									June 30, 2019
	As Reported			Adjustment			As Revised			As Reported			Adjustment			As Revised
Other current liabilities	$	13,923		$	659		$	14,582		$	12,597		$	668		$	13,265
Total current liabilities		44,532			659			45,191			39,120			668			39,788
Accrued medical contingency - long term		—			17,091			17,091			—			17,338			17,338
Accrued workers' compensation liability - long term		346			(245	)		101			603			(501	)		102
Total liabilities		148,688			17,505			166,193			159,422			17,505			176,927
Accumulated deficit		(353,686	)		(17,505	)		(371,191	)		(120,532	)		(17,505	)		(138,037	)
Total stockholders' equity		66,692			(17,505	)		49,187			261,878			(17,505	)		244,373

	March 31, 2020									March 31, 2019
	As Reported			Adjustment			As Revised			As Reported			Adjustment			As Revised
Other current liabilities	$	12,125		$	661		$	12,786		$	12,933		$	671		$	13,604
Total current liabilities		31,368			661			32,029			34,308			671			34,979
Accrued medical contingency - long term		—			17,134			17,134			—			17,399			17,399
Accrued workers' compensation liability - long term		394			(290	)		104			733			(565	)		168
Total liabilities		157,795			17,505			175,300			156,214			17,505			173,719
Accumulated deficit		(364,339	)		(17,505	)		(381,844	)		(95,680	)		(17,505	)		(113,185	)
Total stockholders' equity		27,673			(17,505	)		10,168			235,866			(17,505	)		218,361

	Six Months Ended June 30, 2021
Cash paid for operating lease liabilities (in thousands)	$	780
Weighted-average remaining lease term (years)		4.2
Weighted-average discount rate		5.0	%

	As of June 30, 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		10,212,398		4,915,529		9,753,257		132,846
Weighted-average remaining contractual term (years)		3.63		3.59		4.07		6.82
Weighted-average exercise price	$	0.53	$	0.45	$	0.43	$	3.20
Aggregate Intrinsic Value (in thousands)	$	13,579	$	6,826	$	23,285	$	178

	As of September 30,
	2020		2019
Potentially dilutive securities:
Stock Options		9,767,136		664,679
Restricted Stock Units		8,052,427		2,956,528
Warrants (1)		399,726		399,726
Potentially dilutive securities at period end		18,219,289		4,020,933

Exhibit No.		Description

10.1		License, Release and Settlement Agreement, entered into as of June 22, 2021, by Waiter.com, Inc. and Waitr Holdings Inc. and Waitr Inc. ⁽¹⁾

10.2		Amended and Restated Employment Agreement, dated April 23, 2021, by and between Waitr Holdings Inc. and 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 April 29, 2021).

10.3		Executive Employment Agreement, dated April 23, 2021, by and between Waitr Holdings Inc. and Leo Bogdanov (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K (File No. 001-37788) filed by the Company on April 29, 2021).

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: ~~November~~August 9, ~~2020~~2021	By:	/s/ Leo Bogdanov
		Leo Bogdanov
		Chief Financial Officer
		(Principal Financial Officer and Duly Authorized Officer)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company