Waitr (ASAPQ) 8-K/A Regulation FD Disclosure

Exhibit 99.5

BITE SQUAD MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the sections titled “Unaudited Pro Forma Condensed Combined Financial Information,” “Summary Historical Financial Information of Bite Squad,” “Information About Bite Squad” and the financial statements and related notes thereto included elsewhere in this proxy statement. Unless otherwise stated, the discussion below primarily reflects Bite Squad’s historical condition and results of operations as of December 31, 2017 and 2016 and for the years ended December 31, 2017 and 2016, which are based on Bite Squad’s audited consolidated financial statements as of the dates and for the years then ended (the “audited financial statements”) and as of September 30, 2018 and for the nine month periods ended September 30, 2018 and 2017, which are based on Bite Squad’s unaudited interim condensed consolidated financial statements for the periods then ended (the “unaudited interim financial statements”). Dollar amounts in this discussion are expressed in thousands, except as otherwise noted.

The following discussion containsforward-looking statements that reflect future plans, estimates, beliefs and expected performance. Theforward-looking statements are dependent upon events, risks and uncertainties that may be outside of Bite Squad’s control. Bite Squad’s actual results could differ materially from those discussed in theseforward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the sections titled “Risk Factors — Risks Related to Bite Squad’s Business and Industry” and “Cautionary Note RegardingForward-Looking Statements” included elsewhere in this proxy statement. Bite Squad does not undertake any obligation to publicly update anyforward-looking statements except as otherwise required by applicable law.

Overview

Bite Squad operates a leading online ordering and delivery platform that enables consumers to discover and order meals from local restaurants, powered by its team of delivery drivers. Originally formed on April 25, 2012 as a Minnesota limited liability company, Bite Squad began operations in 2012 and has grown quickly to connect restaurants, diners, and delivery drivers in various markets. Bite Squad facilitates ordering of food and beverages by diners from restaurants for takeout and delivery, primarily through the Bite Squad platform. Bite Squad markets its proprietary application and digital platform to restaurants and diners mainly across small and medium sized markets, which Bite Squad defines as geographic city and town clusters within the top51-500 markets in the United States, based on population. These markets are home to approximately 35% of restaurants in the United States. Like larger U.S. cities, these markets have growing demand for online andapplication-driven food takeout and delivery and have historically been underserved by Bite Squad’s competitors. Bite Squad believes that its focus on small and medium sized markets, established market launch playbook, and differentiated operating model provide it with a competitive advantage in its target markets.

As of September 30, 2018, Bite Squad operated across twenty states, in 52 markets comprised of approximately 300 cities, with a population of approximately 30 million, and believes it was the market leader in the majority of these markets in terms of number of restaurants. Average Daily Orders (as defined below) for the three months ended September 30, 2018 were approximately 18,813 and were approximately 16,215 in the nine months ended September 30, 2018, and 7,599, and 2,861 in 2017 and 2016, respectively. During the three months ended September 30, 2018, Bite Squad generated revenues of $21,425 compared to $10,791 in the same period of 2017. Bite Squad’s revenues grew to $41,320 in the year ended December 31, 2017 from $18,373 in the year ended December 31, 2016.

Factors Affecting the Comparability of Bite Squad’s Results of Operations

Seasonality and Holidays.Bite Squad’s business tends to follow restaurant closure and diner behavior patterns. In many of Bite Squad’s markets, Bite Squad generally experiences a relative increase in diner activity from September to May and a relative decrease in diner activity from June to August due to school summer breaks and other vacation periods. In addition, restaurants tend to close on certain holidays, including Thanksgiving and Christmas Day, in Bite Squad’s key markets. Further, diner activity may be impacted by unusually cold, rainy, or warm weather. Cold and rain typically drive increases in order volume, while unusually warm or sunny weather typically drives decreases in orders. Consequently, Bite Squad’s results between quarters, or between periods that include prolonged periods of unusually cold, warm, inclement, or otherwise unexpected weather, may vary.

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Acquisition Pipeline.Bite Squad actively maintains and evaluates a pipeline of potential acquisitions and expects to be acquisitive in the future. Potentially significant future business acquisitions may impact the comparability of the Bite Squad’s results in future periods with those for prior periods.

Key Factors Affecting Bite Squad’s Performance

Efficient Market Expansion.Bite Squad’s continued revenue growth and path to improved cash flow and profitability is dependent on successful penetration of its target markets and achieving its targeted scale in current and future markets. Once a target market is identified, Bite Squad’s market launch playbook calls for hiring a market manager to interview, hire, and onboard new drivers, while Bite Squad’s corporate and business development team is simultaneously deployed to onboard an appropriate selection of strategically located and diverse restaurants. A local awareness and marketing campaign is typically commenced ahead of launch and temporarily ramped up simultaneously with operational launch, which is driven by the acquisition of a targeted number of Restaurant Partners and drivers. Simultaneous with the market launch playbook, Bite Squad will research potential asset acquisition targets as a mechanism to accelerate diner and restaurant acquisition in new markets. Delay or failure in achieving positivemarket-level margins (exclusive of indirect and corporate overhead costs) could adversely affect Bite Squad’s working capital, which in turn, could slow its growth plans.

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Bite Squad typically targets markets where it estimates that it could achieve sustainable, positivemarket-level margins that support sustainable market operating cash flows and profits, improve efficiency, and appropriately leverage the scale of its advertising, marketing, research and development, and other corporate resources. Historically, Bite Squad estimates that it reached positivemarket-level margins (exclusive of indirect and corporate overhead costs) approximately six months, on average, following market launch, which could be accelerated significantly with an acquisition. Bite Squad’s financial condition, cash flows, and results of operations depend, in significant part, on its ability to achieve and sustain its target profitability thresholds in its markets.

Bite Squad’s Restaurant and Diner Network.Bite Squad’s growth has been and is expected to continue to be driven in significant part by its ability to successfully expand its network of Restaurant Partners and diners using the Bite Squad Platform. The quality and quantity of Restaurant Partnerson-boarded onto the Bite Squad Platform in a market drives the number of diners and order frequency, and, in turn, the number and quality of diners utilizing the Bite Squad Platform makes Bite Squad more attractive to restaurants. Bite Squad believes that its Restaurant Partner retention strategy with Bite Squad’s differentiated,value-added services fosters Restaurant Partner loyalty and incentivizes Restaurant Partners to drive business toward the Bite Squad Platform. Bite Squad also believes that its brand recognition, driven by its strong regional presence and employee delivery drivers, accessible customer service, and low delivery fee further contributes to diner loyalty.

Key Business Metrics

Defined below are the key business metrics that Bite Squad uses to analyze its business performance, determine financial forecasts, and help developlong-term strategic plans:

Active Diners.The number of diner accounts from which an order has been placed through the Bite Squad Platform during the past twelve months (as of the end of the relevant period).

Orders.The number ofrevenue-generating transactions placed by customers on Bite Squad and affiliate Platforms during the relevant period.

Average Daily Orders.The number of Orders during the period divided by the number of days in that period.

Restaurant Partners.The number of active restaurant partners on the Bite Squad Platform over the trailing twelve months. It takes a new Restaurant Partner approximately 5 to 15 days, on average, from the agreement date to go live on the Bite Squad platform.

Gross Food Sales.The total food and beverage sales, sales taxes, gratuities, and delivery fees processed through the Bite Squad Platform during a given period. Gross Food Sales are different than the order value upon which Bite Squad charges its fee to Restaurant Partners, which excludes gratuities and delivery fees.

Average Order Size.Gross Food Sales for a given period divided by the number of Orders during the same period.

	Three Months Ended September 30,				Nine Months Ended September 30,				Year Ended December 31,
	2018		2017		2018		2017		2017		2016
Active Diners (as of period end)		889,420		445,103		889,420		445,103		556,695		213,694
Orders		1,730,823		771,566		4,426,777		1,827,080		2,773,680 1,047,258
Average Daily Orders		18,813		8,387		16,215		6,693		7,599		2,861
Restaurant Partners		11,125		7,507		11,125		7,507		8,522		3,445
Gross Food Sales (dollars in thousands)	$	67,023	$	36,160	$	180,840	$	94,228	$	136,141	$	57,230
Average Order Size	$	38.72	$	46.87	$	40.85	$	51.57	$	49.08	$	54.65

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Basis of Presentation

Revenue

Bite Squad generates revenue primarily when diners place an order on the Bite Squad Platform. Bite Squad engages a third-party payment processor to collect the total amount of the order from the diner, who must use a credit or debit card to pay for their meal, and remits the gross ticket to Bite Squad daily on aone-day lag. Because Bite Squad is acting as a reseller of the Restaurant Partner in the transaction, Bite Squad recognizes as revenue only its fees received from restaurants and diners. Gratuities, sales taxes, and food costs are not included in revenue because they are passed through to employees, tax authorities, and restaurant partners, respectively. Bite Squad generally presents relevant restaurants on its application in order of proximity to the diner and does allow restaurants to promote themselves within the Bite Squad Platform by contributing towards diner fees to make the overall transaction less expensive for the diner (Bite Squad does not keep anything on these transactions, the savings are passed-through to diners as a lower fee).

Cost and Expenses

Operations and Support.Operations and support expenses consist primarily of salaries, benefits, equity-based compensation, and bonuses for employees and contractors engaged in operations and customer service, including drivers, who are mainly part-time and full-time employees and comprise a substantial majority of Bite Squad’s approximately 6,500 employees as of September 30, 2018, as well as market managers, restaurant onboarding, and payment processing costs for diner orders.

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

Research and Development.Research and development expenses consist primarily of salaries, benefits, equity-based compensation, and bonuses for employees and contractors engaged in the design, development, maintenance and testing of the Bite Squad Platform.

General and Administrative.General and administrative expenses consist primarily of salaries, benefits, equity-based compensation, and bonuses for executive, finance and accounting, human resources and administrative employees,third-party legal, accounting, and other professional services, insurance (including auto, workers’ compensation and general liability), travel, facilities rent, and other corporate overhead costs.

Depreciation and Amortization.Depreciation and amortization expenses consist primarily of depreciation of the corporate headquarters. Bite Squad does not allocate depreciation and amortization expense to other line items.

Related Party Expenses.Related party expenses consist primarily of payments to founders for management services in their capacity asCo-CEOs, and other general and administrative costs consisting primarily of expense reimbursements toCEO-controlled businesses for normal operating expenses incurred by those business on behalf of Bite Squad, such as shipping and third-party marketing expenses.

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Other Expenses (Income), Net.Other expenses (income), net primarily includes interest income on short-term investments and imputed interest income and expense on loans receivable and notes payable, respectively. For the nine months ended September 30, 2018, this also includes a gain on sale of a business.

Results of Operations

The following table sets forth Bite Squad’s results of operations for the unaudited interim periods indicated, with line items presented in thousands of dollars and as a percentage of Bite Squad’s revenue:

	Three months ended September 30,												Nine months ended September 30,
(in thousands, except percentages(1))	2018			% of Revenue			2017			% of Revenue			2018			% of Revenue			2017			% of Revenue
Revenue	$	21,425			100	%	$	10,791			100	%	$	58,575			100	%	$	28,266			100	%
Costs and expenses:
Operations and support		15,619			73			8,677			80			39,507			67			21,746			77
Sales and marketing		4,311			20			3,244			30			10,951			19			7,827			28
Research and development		644			3			838			8			2,072			4			3,296			12
General and administrative		3,581			17			2,346			22			8,635			15			6,879			24
Depreciation and amortization		18			—			7			—			33			—			24			—
Related party expenses		103			—			116			1			316			1			340			1
Total costs and expenses		24,276			113			15,228			141			61,514			105			40,112			142
Loss from operations		(2,851	)		(13	)		(4,437	)		(41	)		(2,939	)		(5	)		(11,846	)		(42	)
Other expenses (income), net
Net interest expense (income)		109			1			(1	)		—			144			—			(15	)		—
Netnon-operating expense (income)		(766	)		4			(4	)		—			(765	)		1			(11	)		—
Net loss before income taxes		(2,194	)		(10	)		(4,432	)		(41	)		(2,318	)		(4	)		(11,820	)		(42	)
Income tax (benefit) expense		16			—			—			—			48			—			—			—
Net loss	$	(2,210)			(10	)	$	(4,432	)		(41	)	$	(2,366)			(4	)	$	(11,820	)		(42	)

Note: Results include KSM Real Estate, LLC, an entity related through common ownership. See Note 1 in the consolidated financial statements for further information

(1) Percentages may not foot due to rounding

Three Months Ended September 30, 2018 Compared to the Three Months Ended September 30, 2017

Revenue

Revenue increased by $10,634, or 99%, to $21,425 in the three months ended September 30, 2018 from $10,791 in the three months ended September 30, 2017, due primarily to increased transaction volume. Bite Squad operated in 52 markets in the three months ended September 30, 2018, compared to 32 markets in the three months ended September 30, 2017, while Average Daily Orders and Gross Food Sales increased to 18,813 and $67,023, respectively, in the third quarter of 2018 from 8,387 and $36,160, respectively, in the third quarter of 2017. Average Order Size decreased primarily due to order growth in lower cost markets combined with reductions to diner fees.

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Operations and Support Expenses

Operations and support expenses increased by $6,942, or 80%, to $15,619 in the three months ended September 30, 2018 from $8,677 in the three months ended September 30, 2017, due to increased business volume. As a percentage of revenue, operations and support expenses decreased to 73% in the third quarter of 2018 from 80% in the third quarter of 2017, primarily due to improved scale.

Sales and Marketing

Sales and marketing expense increased by $1,067, or 33%, to $4,311 in the three months ended September 30, 2018 from $3,244 in the three months ended September 30, 2017, primarily due to increased spend on digital marketing and sales commissions for business development personnel attributable to Bite Squad’s entry into new markets. As a percentage of revenue, sales and marketing expenses decreased to 20% in the third quarter of 2018 from 30% in the third quarter of 2017, reflecting the scalability of Bite Squad’s marketing spend after it becomes established in markets.

Research and Development

Research and development expense decreased by $194, or 23%, to $644 in the three months ended September 30, 2018 from $838 in the three months ended September 30, 2017, mainly due tonon-cash compensation expense for vesting equity-based compensation recorded in 2017.

General and Administrative

General and administrative expense increased by $1,235, or 53%, to $3,581 in the three months ended September 30, 2018 from $2,346 in the three months ended September 30, 2017, due primarily to increased overhead costs to support Bite Squad’s increasing business volume, including increased legal, insurance, human resources, occupancy, travel and other corporate overhead expenses. As a percentage of revenue, general and administrative expenses decreased from 22% in the third quarter of 2017 to 17% in the third quarter of 2018. General and administrative expense tends be highly scalable, meaning that it tends to increase at a substantially slower pace than revenue, as a significant portion of these costs is fixed.

Depreciation and Amortization

Depreciation and amortization expenses increased by $11, or 157%, to $18 in the three months ended September 30, 2018 from $7 in the three months ended September 30, 2017, due to amortization of deferred debt issuance costs related to convertible notes.

Other expenses (income), net

Other income was $(657) in the three months ended September 30, 2018 compared to other income of $(5) in the three months ended September 30, 2017 due to the divestiture of certain business assets, resulting in anon-cash gain on sale of $766.

Income Tax Expense

Income tax expense increased to $16 in the three months ended September 30, 2018 from $0 for the three months ended September 30, 2017.

Net Loss

Net loss decreased by $2,222, or 50%, to 2,210 in the three months ended September 30, 2018 from $4,432 in the three months ended September 30, 2017, for the reasons described above.

Nine months ended September 30, 2018 Compared to the Nine months ended September 30, 2017

Revenue

Revenue increased by $30,309, or 107%, to $58,575 in the nine months ended September 30, 2018 from $28,266 in the nine months ended September 30, 2017, due primarily to increased transaction volume, reflecting Bite Squad’s expanded footprint into new markets, as discussed above.

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Average Daily Orders and Gross Food Sales increased to 16,215 and $180,840, respectively, in the nine months ended September 30, 2018 from 6,693 and $94,228, respectively, in the nine months ended September 30, 2017. Average Order Size decreased primarily due to significant order growth in lower cost markets combined with reductions to diner fees.

Operations and Support Expenses

Operations and support expenses increased by $17,761, or 82%, to $39,507 in the nine months ended September 30, 2018 from $21,746 in the nine months ended September 30, 2017, due to increased business volume. As a percentage of revenue, operations and support expenses decreased to 67% in the nine months ended September 30, 2018 from 77% in the nine months ended September 30, 2017, primarily due to improved scale.

Sales and Marketing

Sales and marketing expense increased by $3,124, or 40%, to $10,951 in the nine months ended September 30, 2018 from $7,827 in the nine months ended September 30, 2017, due primarily to increased digital marketing and sales commissions for business development managers attributable to Bite Squad’s entry into new markets. As a percentage of revenue, sales and marketing expenses decreased to 19% in the nine months ended September 30, 2018 from 28% in the nine months ended September 30, 2017, due to improved scale.

Research and Development

Research and development expense decreased by $1,224, or 37%, to $2,072 in the nine months ended September 30, 2018 from $3,296 in the nine months ended September 30, 2017, mainly due tonon-cash compensation expense for vesting equity-based compensation recorded in 2017.

General and Administrative

General and administrative expense increased by $1,756, or 26%, to $8,635 in the nine months ended September 30, 2018 from $6,879 in the nine months ended September 30, 2017, due primarily increased overhead costs to support Bite Squad’s increasing business volume, including increased insurance, human resources, legal, occupancy, travel and other corporate overhead expenses. As a percentage of revenue, general and administrative expenses decreased to 15% in the nine months ended September 30, 2018 from 24% in the nine months ended September 30, 2017.

Depreciation and Amortization

Depreciation and amortization expenses increased by $9, or 38%, to $33 in the nine months ended September 30, 2018 from $24 in the nine months ended September 30, 2017.

Other expenses (income) and losses (gain), net

Other income was $(621) in the nine months ended September 30, 2018, compared to other income of $26 in the nine months ended September 30, 2017.

Income Tax Expense

Income tax expense increased to $48 for the nine months ended September 30, 2018 from $0 in the nine months ended September 30, 2017.

Net Loss

Net loss decreased by $9,454, or 80%, to $2,366 in the nine months ended September 30, 2018 from $11,820 in the nine months ended September 30, 2017 for the reasons described above.

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Comparison of Years Ended December 31, 2017 and 2016

The following table sets forth Bite Squad’s results of operations for the years indicated, with line items presented in thousands of dollars and as a percentage of Bite Squad’s revenue:

	Year Ended December 31,
(in thousands, except percentages(1))	2017			% of Revenue			2016			% of Revenue
Revenue	$	41,320			100	%	$	18,373			100	%
Costs and expenses:
Operations and support		29,839			72			13,323			73
Sales and marketing		10,769			26			4,042			22
Research and development		4,033			10			840			5
General and administrative		9,496			23			3,316			18
Depreciation and amortization		31			—			2			—
Related party expenses		451			1			745			4
Total costs and expenses		54,619			132			22,268			121
Income (loss) from operations		(13,298	)		(32	)		(3,895	)		(21	)
Other expenses (income) and losses (gain), net
Interest expense, net		(15	)		—			12			—
Other expenses (income)		(4	)		—			—			—
Net loss before income taxes		(13,279	)		(32	)		(3,907	)		(21	)
Income tax expense		7			—			—			—
Net loss	$	(13,286	)		(32	)	$	(3,907)			(21	)

Note: Results include KSM Real Estate, LLC, an entity related through common ownership. See Note 1 in the consolidated financial statements for further information.

(1) Percentages may not foot due to rounding

Revenue

2017 compared to 2016

Revenue increased by $22,947, or 125%, to $41,320 for the year ended December 31, 2017 from $18,373 for the year ended December 31, 2016. Bite Squad operated in 32 markets in 2017, compared to 23 markets in 2016, while Average Daily Orders and Gross Food Sales increased to 7,599 and $136,141, respectively, in 2017 from 2,861 and $57,230, respectively, in 2016. Average Order Size decreased primarily due to significant order growth in lower cost markets combined with reductions to diner fees.

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Operations and Support

2017 compared to 2016

Operations and support expenses increased by $16,516, or 124%, to $29,839 for the year ended December 31, 2017 from $13,323 for the year ended December 31, 2016, primarily due to the increased scale of operations, includingramp-up expenses in anticipation of new markets coming online throughout the year. As a percentage of revenue, operations and support expenses decreased to 72% in 2017 from 73% in 2016, primarily due to the increase in revenue described above.

Sales and Marketing

2017 compared to 2016

Sales and marketing expenses increased by $6,727, or 166%, to $10,769 for the year ended December 31, 2017 from $4,042 for the year ended December 31, 2016, primarily due to market expansion, the expansion of the marketing function, and an increased focus on digital media. As a percentage of revenue, sales and marketing expenses increased by 4% to26% in 2017 from 22% in 2016.

Research and Development

2017 compared to 2016

Research and development expenses increased by $3,193, or 380%, to $4,033 for the year ended December 31, 2017 from $840 for the year ended December 31, 2016, primarily due to increasednon-cash equity compensation expense for research and development employees of $2,113, reflecting efforts to improve Bite Squad’sback-end and customer facing technologies.

General and Administrative

2017 compared to 2016

General and administrative expenses increased by $6,179, or 186%, to $9,496 for the year ended December 31, 2017 from $3,316 for the year ended December 31, 2016, driven primarily by the significant increase in Bite Squad’s transaction volume and operational scale, as described above. As a percentage of revenue, general and administrative expenses increased to 23% in 2017 from 18% in 2016, primarily due to the anticipated need to support a significant business volume increase due to new markets that came online in the second half of 2016 described above.

Liquidity and Capital Resources

As of September 30, 2018, Bite Squad had cash of $14,563, consisting primarily of cash deposits, which earn an immaterial amount of interest. Bite Squad’s primary sources of liquidity to date have been proceeds from the issuance of membership units.

Effective September 19, 2018, Bite Squad entered into an unsecured convertible loan agreement, whereas the noteholders have agreed to lend up to $10 million through a series of convertible promissory notes. As of September 30, 2018 the carrying value of the convertible note and the associated interest accrued was $6.0 million.

Bite Squad believes that its existing cash, together with the cash it succeeds to in the business combination, will be sufficient to meet its working capital requirements for at least the next twelve months. Bite Squad’s liquidity assumptions may, however, prove to be incorrect, and Bite Squad could utilize its available financial resources sooner than it currently expects.

Bite Squad’s future capital requirements and the adequacy of available funds will depend on many factors, including those set forth under “Risk Factors” in this proxy statement.

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The following table sets forth Bite Squad’s summary cash flow information for the periods indicated:

	Nine months ended September 30,						Year ended December 31,
(in thousands)	2018			2017			2017			2016
	(unaudited)
Net cash generated from or used in operating activities	$	149		$	(6,102	)	$	(6,059)		$	(2,731	)
Net cash used in investing activities		(2,348	)		(3,205	)		(3,206	)		(2,509	)
Net cash used in financing activities		4,487			19,696			19,448			3,755

Cash Flows Generated From or Used In Operating Activities

For the nine months ended September 30, 2018, net cash generated from operating activities was $149, compared to net cash used of $6,102 for the same period in 2017, an increase of $6,251, reflecting Bite Squad’s improved operating performance net ofnon-cash items.

For the year ended December 31, 2017, net cash used in operating activities was $6,059 compared to $2,731 for the year ended December 31, 2016, primarily reflecting increased cash operating expenses attributable to market growth and new market expansion efforts.

Cash Flows Used In Investing Activities

For the nine months ended September 30, 2018, net cash used in investing activities was $2,348 compared to $3,205 for the nine months ended September 30, 2017. For the year ended December 31, 2017, net cash used in investing activities was $3,206 compared to $2,509 for the year ended December 31, 2016. In both years, net cash used in investing activities consisted primarily of the purchase of certain assets, primarily intangible assets, from smaller competing restaurant delivery services as a means to accelerate growth into new markets.

Cash Flows Provided By or Used In Financing Activities

For the nine months ended September 30, 2018, net cash provided by financing activities was $4,487, primarily representing proceeds from the issuance of convertible notes. For the nine months ended September 30, 2017, net cash provided by financing activities was $19,696 primarily reflecting an issuance of preferred membership units in the first quarter of 2017.

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For the year ended December 31, 2017, cash provided by financing activities was $19,448, an increase from $3,755 for the year ended December 31, 2016. In both years, cash provided by financing activities consisted primarily of proceeds from equity issuances.

Contractual Obligations and Other Commitments

Bite Squad has corporate offices in Minneapolis, Minnesota, as well as smaller offices across most markets in which it operates across the United States. Bite Squad recognizes rent expense on a straight-line basis over the relevant lease period. Bite Squad rents office space and parking from KSM Real Estate, LLC, an entity related through common ownership. The building itself and certain personal property of Bite Squad were provided as collateral in KSM Real Estate LLC’s loan, and Bite Squad agreed to an unconditional guarantee of the loan through a wholly owned subsidiary, KASA Delivery, LLC.

Bite Squad’s future minimum lease payments under itsnon-cancellable operating leases for equipment and office facilities, vehicles used in delivery operations, notes payable and mortgage payable obligations were as follows as of September 30, 2018:

			Payments Due by Period
	Less than		1 to 3		3 to 5
(in thousands)	1 Year		Years		Years		Thereafter		Total
Operating lease obligations(1)	$	1,039	$	297		—		—	$	1,336
Notes payable(2)		1,494		2,570		501		—		4,565
Mortgage payable(3)		68		135		135		931		1,270
Total	$	2,601	$	3,003	$	636	$	931	$	7,171

(1) Operating leases include office facilities, equipment, and vehicles used in delivery operations.

(2) Notes payable includes payments on Bite Squad’s promissory notes per the terms of various asset purchase agreements. The notes arenon-interest bearing, and amounts are shown excludingnon-cash imputed interest.

(3) Mortgage payable includes principal and interest payments for the corporate office arrangement described above.

The convertible notes, net, the carrying value of which was $5,877 as of September 30, 2018, are not included in the table above because they were repaid on January 17, 2019 upon the consummation of the transactions contemplated by that certain agreement and plan of merger, dated as of December 11, 2018, by and among Bite Squad, Waitr Holdings Inc. (“Waitr”) and Wingtip Merger Sub, Inc., a wholly-owned subsidiary of Waitr (“Merger Sub”), pursuant to which Merger Sub merged with and into Bite Squad, with Bite Squad surviving the merger in accordance with the Minnesota Revised Uniform Limited Liability Company Act as a wholly-owned, indirect subsidiary of Waitr.

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As of September 30, 2018, other than the notes, convertible notes, and mortgage payable, Bite Squad does not have any debt or material lease obligations, and all of Bite Squad’s property, equipment and software have either been purchased with cash or, in the case of software, internally developed. Bite Squad has no materiallong-term purchase obligations outstanding with any vendors or other third parties.

Off-Balance Sheet Arrangements

Bite Squad did not have anyoff-balance sheet arrangements as of September 30, 2018.

Critical Accounting Policies

The accounting principles followed by Bite Squad and the methods of applying these principles are in accordance with U.S. GAAP, which often require the judgment of management in the selection and application of certain accounting principles and methods. Bite Squad considers the following accounting policies to be critical to understanding its financial statements because the application of these policies requires significant judgment on the part of management, which could have a material impact on Bite Squad’s financial statements. The following accounting policies include estimates that require management’s subjective or complex judgments about the effects of matters that are inherently uncertain. For information on Bite Squad’s significant accounting policies, including the policies discussed below, see Note 1 to the audited financial statements.

Revenue Recognition

In general, the Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered to the diner, (iii) the fee is fixed or determinable and (iv) collectability is reasonably assured. Revenue is generally recognized once the delivery service is completed.

Bite Squad generates revenues when diners place an order on the Bite Squad Platform. Bite Squad processes and collects the entire amount (Gross Food Sales) of the diner’s transaction on the platform. Restaurant Partners pay Bite Squad a fee, a percentage of the transaction, on orders that are processed through Bite Squad’s platform. Bite Squad also charges certain fees directly to the diner and may charge for beverages or utensils on catering orders. Because Bite Squad is acting as an agent in the transaction, revenues are reported net of any diner promotions or refunds, the balance due to the restaurant, gratuities due to employees, and sales tax. Costs incurred to process transactions and provide delivery services are included in operations and support expenses in the consolidated statements of operations.

Stock-Based Compensation

Bite Squad measures compensation expense for incentive units in accordance withASC Topic 718, Compensation — Stock Compensation. Stock-based compensation is measured at fair value on grant date and recognized as compensation expense over the service period on a straight-line basis for awards expected to vest.

Bite Squad uses a backsolve method to determine the fair value of equity grants. As our units are not publicly traded, determining the fair value of incentive units at the grant date requires significant judgment. If any of the assumptions used in the pricing model change significantly, equity-based compensation for future awards may differ materially compared to the awards granted.

Bite Squad’s Black Scholes pricing method utilized the following complex and subjective assumptions:

Risk-free rate: Risk-free interest rate was set attwo-and-a-half-year U.S. Treasury rate, which served as a proxy for the risk-free rate over the estimated time to a liquidation event.

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Volatility: Volatility of Bite Squad’s unit price is estimated at 175%, based on a combination of published historical volatilities of comparable publicly traded companies, with an upward adjustment to account for the smaller size of Bite Squad and significantly higher growth rates of Bite Squad (both historically and expected).

Expected term: The expected term calculation was estimated at two and half years until a liquidation event.

Forfeiture rate: Effective January 1, 2018, Bite Squad elected to recognize actual forfeitures of unit-based awards as they occur in accordance with ASUNo. 2016-09,Compensation Stock Compensation (Topic718): Improvements to EmployeeShare-Based Payment Accounting(“ASU2016-09”). Refer toRecently Adopted Accounting Pronouncementsfor additional information. Prior to 2018, there were no forfeitures to account for.

Goodwill

Goodwill represents the excess of the cost of an acquired business over the fair value of the assets acquired at the date of acquisition. Bite Squad performs impairment testing for goodwill annually in the fourth quarter or more frequently if events or changes in circumstances indicate that goodwill may be impaired. In testing goodwill for impairment, Bite Squad may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that goodwill impairment is more likely than not, Bite Squad performs a quantitative impairment test.

The quantitative impairment test uses atwo-step process. In the first step, the fair value of each reporting unit is determined and compared to the reporting unit’s carrying value, including goodwill. If the fair value of a reporting unit is less than its carrying value, the second step of the goodwill impairment test is performed to measure the amount of impairment, if any. In the second step, the fair value of the reporting unit is allocated to the assets and liabilities of the reporting unit as if it had been acquired in a business combination and the purchase price was equivalent to the fair value of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities is referred to as the implied fair value of goodwill. If the implied fair value of goodwill at the reporting unit level is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of goodwill at the reporting unit is less than its carrying value.

Application of the goodwill impairment test requires judgment, including the identification of reporting units, allocation of assets and liabilities to reporting units, and determination of fair value. The determination of reporting unit fair value is sensitive to the amount of earnings projections, cash flow projections, and market strategies. Unanticipated changes, including immaterial revisions, to these assumptions could result in a provision for impairment in a future period. Given the nature of these evaluations and their application to specific assets and time frames, it is not possible to reasonably quantify the impact of changes in these assumptions.

As a result of the analysis, no impairment losses were recorded for the years ended December 31, 2017 and 2016.

Fair Value Measurements

Bite Squad records the fair value of assets and liabilities in accordance with ASC Topic 820,Fair Value Measurement(“ASC 820”). 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. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.

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In addition to defining fair value, ASC 820 establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. 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. These levels are:

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 Bite Squad’s own assumptions about the inputs used in pricing the asset or liability at fair value.

Recently Issued and Adopted Accounting Pronouncements

For recently issued and adopted accounting pronouncements, see Note 1 to the consolidated financial statements.

Quantitative and Qualitative Disclosures about Market Risk

Bite Squad has in the past and may in the future be exposed to interest rate and certain other market risks in the ordinary course of its business, but to date these risks have mostly been indirect.

Risks Related to Market Conditions

Bite Squad performs the annual goodwill impairment tests in the fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of Bite Squad below its carrying value. Such indicators may include the following, among others: a significant decline in expected future cash flows, a significant adverse change in legal factors or in the business climate, unanticipated competition, and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of our goodwill and could have a material impact on the consolidated financial statements. For further details of our interim and annual assessments, see the discussion above in “Critical Accounting Policies.” Significant changes in economic and market conditions could result in changes to expectations of future financial results and key valuation assumptions. Such changes could result in revisions of management’s estimates of Bite Squad’s fair value and could result in a material impairment of goodwill.

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