Waitr (ASAPQ) 10-Q 12 Nov 19 2019 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 04, 2019
Document And Entity Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Entity Registrant Name	WAITR HOLDINGS INC.
Entity Central Index Key	0001653247
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Emerging Growth Company	true
Entity Small Business	true
Entity Ex Transition Period	false
Trading Symbol	WTRH
Entity Common Stock, Shares Outstanding		76,534,253
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity File Number	001-37788
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	26-3828008
Entity Address, Address Line One	214 Jefferson Street
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Lafayette
Entity Address, State or Province	LA
Entity Address, Postal Zip Code	70501
City Area Code	337
Local Phone Number	534-6881
Entity Interactive Data Current	Yes
Title of 12(b) Security	Common Stock, Par Value $0.0001 Per Share
Security Exchange Name	NASDAQ
Document Quarterly Report	true
Document Transition Report	false
Former Address
Document And Entity Information [Line Items]
Entity Address, Address Line One	844 Ryan Street
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Lake Charles
Entity Address, State or Province	LA
Entity Address, Postal Zip Code	70601

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
CURRENT ASSETS
Cash	$ 52,198	$ 209,340
Accounts receivable, net	5,664	3,687
Capitalized contract costs, current		1,869
Prepaid expenses and other current assets	8,474	4,548
TOTAL CURRENT ASSETS	66,336	219,444
Property and equipment, net	4,474	4,551
Capitalized contract costs, noncurrent		827
Goodwill	106,734	1,408
Intangible assets, net	26,430	261
Other noncurrent assets	529	61
TOTAL ASSETS	204,503	226,552
CURRENT LIABILITIES
Accounts payable	5,420	1,827
Restaurant food liability	6,989	208
Accrued payroll	7,034	3,055
Short-term loans	3,193	658
Deferred revenue, current	767	3,314
Income tax payable	30	25
Other current liabilities	15,107	4,508
TOTAL CURRENT LIABILITIES	38,540	13,595
Long-term debt	120,884	80,985
Accrued workers’ compensation liability	542	908
Deferred revenue, noncurrent	212	1,356
Other noncurrent liabilities	325	217
TOTAL LIABILITIES	160,503	97,061
Commitment and contingencies (Note 11)	0	0
STOCKHOLDERS’ EQUITY:
Common stock, $0.0001 par value; 249,000,000 shares authorized and 76,150,920 and 54,035,538 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively	8	5
Additional paid in capital	384,628	200,417
Accumulated deficit	(340,636)	(70,931)
TOTAL STOCKHOLDERS’ EQUITY	44,000	129,491
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 204,503	$ 226,552

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2019	Dec. 31, 2018
Statement Of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	249,000,000	249,000,000
Common stock, shares issued	76,150,920	54,035,538
Common stock, shares outstanding	76,150,920	54,035,538

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Statement [Abstract]
REVENUE	$ 49,201	$ 19,431	$ 148,575	$ 48,000
COSTS AND EXPENSES:
Operations and support	37,289	14,022	113,170	35,056
Sales and marketing	15,953	3,947	41,615	9,116
Research and development	1,920	791	6,009	1,988
General and administrative	12,817	6,312	44,115	17,667
Depreciation and amortization	4,851	400	13,791	902
Goodwill impairment	119,212		119,212	0
Intangible and other asset impairments	72,917		72,935	0
Loss on disposal of assets	11		26	8
TOTAL COSTS AND EXPENSES	264,970	25,472	410,873	64,737
LOSS FROM OPERATIONS	(215,769)	(6,041)	(262,298)	(16,737)
OTHER EXPENSES (INCOME) AND LOSSES (GAINS), NET
Interest expense	2,775	441	6,570	903
Interest income	(297)	(1)	(877)	(2)
Gain on derivatives		(9)		(336)
Other expenses	1,827	39	1,654	1
NET LOSS BEFORE INCOME TAXES	(220,074)	(6,511)	(269,645)	(17,303)
Income tax expense	30	4	60	38
NET LOSS	$ (220,104)	$ (6,515)	$ (269,705)	$ (17,341)
LOSS PER SHARE:
Basic and diluted	$ (2.89)	$ (0.64)	$ (3.77)	$ (1.72)
Weighted average common shares outstanding – basic and diluted	76,145,317	10,145,527	71,071,777	10,064,560

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash flows from operating activities:
Net loss	$ (269,705)	$ (17,341)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense	3,346	252
Non-cash advertising expense	379	377
Stock-based compensation	6,747	3,481
Equity issued in exchange for services	90	90
Loss on disposal of assets	26	8
Depreciation and amortization	13,791	902
Goodwill impairment	119,212	0
Intangible and other asset impairments	72,935	0
Amortization of capitalized contract costs	1,614	1,023
Gain on derivatives	0	(336)
Other non-cash expense	0	74
Imputed interest income	(39)	0
Changes in assets and liabilities:
Accounts receivable	(248)	(1,384)
Capitalized contract costs	(3,585)	(1,910)
Prepaid expenses and other current assets	(2,803)	(2,268)
Accounts payable	2,640	1,486
Restaurant food liability	5,851	52
Deferred revenue	(3,691)	1,889
Income tax payable	5	7
Accrued payroll	2,853	1,983
Accrued workers’ compensation liability	(366)	155
Other current liabilities	(474)	5,518
Other noncurrent liabilities	111	(47)
Net cash used in operating activities	(51,311)	(5,989)
Cash flows from investing activities:
Purchases of property and equipment	(1,493)	(1,836)
Other acquisitions	(395)	(11)
Collections on notes receivable	72	0
Internally developed software	(1,096)	0
Proceeds from sale of property and equipment	28	0
Net cash used in investing activities	(195,452)	(1,847)
Cash flows from financing activities:
Proceeds from line of credit	0	4,000
Proceeds from convertible notes issuance	0	1,410
Waitr shares redeemed for cash	(10)	0
Proceeds from issuance of stock	50,002	0
Equity issuance costs	(4,179)	0
Proceeds from Additional Term Loans	42,080	0
Proceeds from short-term loans	5,032	2,172
Payments on short-term loans	(2,509)	(862)
Proceeds from exercise of stock options	4	11
Taxes paid related to net settlement on stock-based compensation	(799)	0
Net cash provided by financing activities	89,621	6,731
Net change in cash	(157,142)	(1,105)
Cash, beginning of period	209,340	3,947
Cash, end of period	52,198	2,842
Supplemental disclosures of cash flow information:
Cash paid during the period for state income taxes	30	31
Cash earned during the period for interest	838	0
Cash paid during the period for interest	3,224	88
Supplemental disclosures of non-cash investing and financing activities:
Services receivable	0	1,000
Stock issued as consideration for acquisition	126,574
Stock issued in connection with Additional Term Loans	3,884	0
Non-cash gain on debt extinguishment	1,897	0
Seller-financed payables related to other acquisitions	801	0
Non-cash investments in other acquisitions	801	142
Bifurcated embedded derivatives	0	87
Discount on convertible notes due to beneficial conversion feature	0	1,529
Indie Plate Limited Liability Company
Supplemental disclosures of non-cash investing and financing activities:
Debt assumed in IndiePlate asset acquisition	0	60
BiteSquad.com, LLC
Cash flows from operating activities:
Net loss	208,156
Cash flows from investing activities:
Acquisition of Bite Squad, net of cash acquired	(192,568)	0
Supplemental disclosures of non-cash investing and financing activities:
Stock issued as consideration for acquisition	$ 126,574	$ 0

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Preferred Seed I	Preferred Seed II	Preferred Seed AA	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Balances at Dec. 31, 2017	$ (1,510)					$ 35,110	$ (36,620)
Balance (Shares) at Dec. 31, 2017		3,413,235	3,301,326	7,264,489	10,050,180
Net loss	(17,341)						(17,341)
Exercise of stock options	11					11
Exercise of stock options (in shares)					211,244
Stock-based compensation	2,831					2,831
Cancellation of stock (in shares)					(132,095)
Equity compensation on Requested Amendment	650					650
Equity issued in exchange for services	90					90
Stock issued as consideration in GoGoGrocer asset acquisition	142					142
Stock issued as consideration in GoGoGrocer asset acquisition (in shares)					16,311
Discount on convertible notes due to beneficial conversion feature	1,529					1,529
Balances at Sep. 30, 2018	(13,598)					40,363	(53,961)
Balance (Shares) at Sep. 30, 2018		3,413,235	3,301,326	7,264,489	10,145,640
Balances at Jun. 30, 2018	(8,441)					39,005	(47,446)
Balance (Shares) at Jun. 30, 2018		3,413,235	3,301,326	7,264,489	10,144,483
Net loss	(6,515)						(6,515)
Exercise of stock options	1					1
Exercise of stock options (in shares)					1,157
Stock-based compensation	869					869
Equity compensation on Requested Amendment	430					430
Equity issued in exchange for services	30					30
Discount on convertible notes due to beneficial conversion feature	28					28
Balances at Sep. 30, 2018	(13,598)					40,363	(53,961)
Balance (Shares) at Sep. 30, 2018		3,413,235	3,301,326	7,264,489	10,145,640
Balances at Dec. 31, 2018	129,491				$ 5	200,417	(70,931)
Balance (Shares) at Dec. 31, 2018					54,035,538
Net loss	(269,705)						(269,705)
Gain on debt extinguishment	1,897					1,897
Exercise of stock options and vesting of restricted stock units	4					4
Exercise of stock options and vesting of restricted stock units (in shares)					26,425
Taxes paid related to net settlement on stock-based compensation	(799)					(799)
Taxes paid related to net settlement on stock-based compensation (in shares)					(79,900)
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	3,884					3,884
Issuance of common stock in connection with Additional Term Loans (in shares)					325,000
Public Warrants exchanged for common stock	(609)				$ 1	(610)
Public Warrants exchanged for common stock (in shares)					4,494,889
Stock issued as consideration in Bite Squad Merger	126,574				$ 1	126,573
Stock issued as consideration in Bite Squad Merger (in shares)					10,591,968
Issuance of common stock	46,426				$ 1	46,425
Issuance of common stock (in shares)					6,757,000
Balances at Sep. 30, 2019	44,000				$ 8	384,628	(340,636)
Balance (Shares) at Sep. 30, 2019					76,150,920
Balances at Jun. 30, 2019	261,878				$ 8	382,402	(120,532)
Balance (Shares) at Jun. 30, 2019					76,134,094
Net loss	(220,104)						(220,104)
Exercise of stock options and vesting of restricted stock units	1					1
Exercise of stock options and vesting of restricted stock units (in shares)					16,826
Stock-based compensation	2,195					2,195
Equity issued in exchange for services	30					30
Balances at Sep. 30, 2019	$ 44,000				$ 8	$ 384,628	$ (340,636)
Balance (Shares) at Sep. 30, 2019					76,150,920

Organization

Organization	9 Months Ended
	Sep. 30, 2019
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Organization	1. Organization Waitr Holdings Inc., a Delaware corporation, together with its wholly-owned subsidiaries (the “Company,” “Waitr,” “we,” “us” and “our”), operates an online food ordering and delivery platform, powered by its team of delivery drivers. Waitr’s business model is the three-sided marketplace (restaurants, drivers and diners), enabled by its purpose-built platform. On January 17, 2019, Waitr acquired BiteSquad.com, LLC (“Bite Squad”), an online food ordering and delivery platform, which also operates a three-sided marketplace. 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 with the Waitr Platform, the “Platforms”). The Company’s Platforms allow consumers to browse local restaurants and menus, track order and delivery status, and securely store previous orders and payment information 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.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The unaudited interim condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted 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. 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, 2018 (the “2018 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. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and all wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. Reclassification Certain prior period amounts included in the unaudited condensed consolidated statements of operations have been reclassified to conform to the current period’s presentation. The Company has revised the classification of certain employee-related wages and payroll taxes associated with such wages for the three and nine months ended September 30, 2018 to better align the statement of operations line items with departmental responsibilities and management of operations. These reclassifications had no effect on the Company’s reported total costs and expenses, loss from operations, net loss or loss per share for the three or nine months ended September 30, 2018. The table below summarizes the financial statement line items impacted by these reclassifications (in thousands): Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 As Previously Reported Reclassification As Reclassified As Previously Reported Reclassification As Reclassified Operations and support expenses $ 11,934 $ 2,088 $ 14,022 ​ $ 30,348 $ 4,708 $ 35,056 Sales and marketing expenses 3,850 97 3,947 8,989 127 9,116 General and administrative expenses 8,469 (2,157 ) 6,312 22,426 (4,759 ) 17,667 Related party expenses 28 (28 ) — 76 (76 ) — Certain prior period amounts included in the unaudited condensed consolidated balance sheets and statements of cash flows have been reclassified to conform to the current period’s presentation. Restaurant Food Liability All transactions processed through the Bite Squad Platform and certain transactions processed through the Waitr Platform result in the Company receiving all of the transaction proceeds. The Company records as a restaurant food liability the net balance owed to the restaurant, after deducting the commissions and other fees charged to the restaurant. The Company remits payments to the restaurants twice a month, generally on the 1 st th Use of Estimates 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: determination of the nature and timing of satisfaction of revenue-generating performance obligations and the standalone selling price of performance obligations, variable consideration, other obligations such as product returns and refunds, allowance for doubtful accounts, allowance for chargebacks, incurred loss estimates under our insurance policies with large deductibles or retention levels, income taxes, useful lives of tangible and intangible assets, depreciation and amortization, equity compensation, contingencies, goodwill and other intangible assets, impairments and fair value of assets acquired and liabilities assumed as part of a business combination. 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. Critical Accounting Policies and Estimates Except as set forth below, there has been no material change to our critical accounting policies and estimates described in the 2018 Form 10-K. Revenue The Company generates revenue (“transaction fees”) primarily when diners place an order on one of the Platforms. In the case of diner subscription fees for unlimited delivery, revenue is recognized when payment for the monthly subscription is received. Revenue consists of the following for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Transaction fees $ 46,400 $ 18,466 $ 143,595 $ 45,715 Setup and integration fees 2,731 820 4,834 1,936 Other 70 145 146 349 Total Revenue $ 49,201 $ 19,431 $ 148,575 $ 48,000 Transaction 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”) Topic 606, Revenue from Contracts with Customers During the periods presented in this Quarterly Report on Form 10-Q (the “Form 10-Q”), the Company has received non-refundable upfront setup and integration fees for onboarding certain restaurants. Setup and integration activities primarily represent administrative activities that allowed the Company to fulfill future performance obligations for these restaurants and do 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. Upfront non-refundable fees were generally due shortly after the contract was executed; however, the Company could provide installment payment options for up to six months. Revenue related to setup and integration fees has historically been recognized ratably over a two-year period. In July 2019, the Company initiated modifications to its fee structure with a majority of restaurants on the Waitr Platform. The new, modified fee structure is performance-based and tiered such that restaurants with higher sales through the Waitr Platform are subject to a rate at the lower end of the range, whereas restaurants with lower sales through the Waitr Platform are subject to a rate at the upper end of the range. The new, performance-based fees became effective in August 2019, upon acceptance of the new agreements by the restaurants. Approximately 22% of the restaurants on the Waitr Platform did not accept the new agreements, resulting in the termination of their contracts. Additionally, with the introduction of the performance-based fee structure, the Company generally discontinued offering fee arrangements with the one-time setup and integration fee. Upon acceptance of the new performance-based fee agreement, in certain cases, the Company waived uncollected portions of the setup and integration fee and refunded portions of previously paid setup and integration fees. The contract modifications 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. For additional details, see “ Costs to Obtain a Contract with a Customer Costs to Fulfill a Contract with a Customer The Company sells gift cards on the Bite Squad Platform and recognizes revenue upon gift card redemption. Gift cards that have not yet been utilized amounted to $613 as of September 30, 2019 and are included on the unaudited condensed consolidated balance sheet in other current liabilities. Significant Judgment Most of the Company’s contracts with restaurants contain multiple performance obligations as described above. For these contracts, the Company accounts for individual performance obligations separately if they are both capable of being distinct, and distinct in the context of the contract. Determining whether products and services are considered distinct performance obligations that should be accounted for separately may require significant judgment. Judgment is also required to determine the standalone selling price for each distinct performance obligation. The Company used the alternative approach in ASC 606 to allocate the upfront fee between the material right obligation and the transaction fee obligation, which resulted in all of the upfront non-refundable payment at inception of the contract being allocated to the material right obligation. When contracts with restaurants include other performance obligations, such as ancillary equipment, the Company establishes a single amount to estimate the standalone selling price for the goods or services. In instances where the standalone selling price is not directly observable, it is determined using observable inputs. Contract Balances The timing of revenue recognition may differ from the timing of invoicing to restaurants. The Company records a receivable when it has an unconditional right to the consideration. Setup and integration fees were due at inception of the contract; in certain cases, extended payment terms may have been provided for up to six months and are included in accounts receivable. The opening balance of accounts receivable, net was $3,687 and $2,124 Payment terms and conditions on setup and integration fees varied by contract type, although terms typically included a requirement of payment within six months. The Company recorded a contract liability in deferred revenue for the unearned portion of the upfront non-refundable fee. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts do not include a significant financing component. Costs to Obtain a Contract with a Customer 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. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract with a restaurant 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, we changed our 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 In connection with the modified fee structure and the related changes in the contract terms, certain restaurants elected to terminate their contracts, resulting in an impairment charge for the portion of capitalized contract costs of obtaining a contract which was deemed to be non-recoverable. The impairment was calculated based on a pro rata allocation of the carrying value of the asset as of July 31, 2019 between the restaurants remaining on the Waitr Platform and those terminating their contracts. The capitalized contract costs allocated to the terminated restaurants totaled $341 and was recognized as an impairment loss during the three months ended September 30, 2019 in the unaudited condensed consolidated statement of operations. Deferred costs related to obtaining contracts with restaurants were $1,639 at September 30, 2019, prior to the Company’s goodwill and intangible asset impairment analysis. The full value of capitalized contract costs to obtain contracts with restaurants at September 30, 2019 was impaired during the three months ended September 30, 2019 (see Note 5 – Intangible Assets and Goodwill Costs to Fulfill a Contract with a Customer The Company also recognizes an asset for the costs to fulfill a contract with a restaurant when they are specifically identifiable, generate or enhance resources used to satisfy future performance obligations, and are expected to be recovered. The Company has determined that certain costs related to setup and integration activities meet the capitalization criteria under ASC Topic 340-40, Other Assets and Deferred Costs As a result of the changes in the terms of the contracts related to the modified fee structure introduced in July 2019, we changed our estimate of the useful life of the asset for costs 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 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. The changes in the terms of the contracts in July 2019 and the related termination of contracts by certain restaurants resulted in a $511 impairment charge for the portion of capitalized contract costs to fulfill a contract that were deemed to be non-recoverable, based on the pro rata allocation described above. The impairment loss was recognized during the three months ended September 30, 2019 in the unaudited condensed consolidated statement of operations. Deferred costs related to fulfilling contracts with restaurants were $2,176 at September 30, 2019, prior to the Company’s goodwill and intangible asset impairment analysis. The full value of capitalized contract costs to fulfill contracts with restaurants at September 30, 2019 was impaired during the three months ended September 30, 2019 (see Note 5 – Intangible Assets and Goodwill Recent Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“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. As an emerging growth company, the Company has elected to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. 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. Early adoption is permitted. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), 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 Distinguishing Liabilities from Equity, In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, As an emerging growth company, the Company will not be subject to the requirements of ASU 2016-13 until fiscal year 2020. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842).

Business Combinations

Business Combinations	9 Months Ended
	Sep. 30, 2019
Business Combinations [Abstract]
Business Combinations	3. Business Combinations Bite Squad Merger On January 17, 2019, the Company completed the acquisition of Bite Squad, a Minnesota limited liability company, pursuant to the Agreement and Plan of Merger, dated as of December 11, 2018 (the “Bite Squad Merger Agreement”), by and among the Company, Bite Squad and Wingtip Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company. The transactions contemplated by the Bite Squad Merger Agreement are referred to herein as the “Bite Squad Merger.” Upon consummation of the Bite Squad Merger, Wingtip Merger Sub, Inc. merged with and into Bite Squad, with Bite Squad surviving the merger in accordance with the Minnesota Revised Uniform Limited Liability Act as a wholly-owned, indirect subsidiary of the Company. Founded in 2012 and based in Minneapolis, Bite Squad operates a three-sided marketplace, consistent with Waitr, through the Bite Squad Platform. (in thousands, except per share amount) Shares transferred at closing 10,592 Value per share $ 11.95 Total share consideration $ 126,574 Plus: cash transferred to Bite Squad members 197,255 Plus: pay down of debt 11,880 Plus: working capital payment to seller 149 Total merger consideration $ 335,858 The Bite Squad Merger 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 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 consideration over the fair value of the assets less liabilities acquired has been recorded as goodwill. The fair value of assets acquired and liabilities assumed in the Bite Squad Merger consists of the following (in thousands): Cash and cash equivalents $ 11,819 Settlements due from credit card processors 1,097 Accounts receivable 632 Inventory 940 Prepaid expenses and other 562 Intangible assets 104,400 Loans receivable 336 Other noncurrent assets 163 Restaurant food liability (930 ) Accounts payable (953 ) Accrued payroll (1,125 ) Accrued taxes (1,818 ) Other accruals (3,803 ) Total assets acquired and liabilities assumed 111,320 Goodwill 224,538 Total merger consideration $ 335,858 The Company engaged a third-party to assist management in estimating the fair value of the assets and liabilities. The goodwill recorded in the Bite Squad Merger represents future anticipated economic benefits from combining operations of Waitr and Bite Squad, including, but not limited to, future growth into new markets, future enhancements to the Platforms, future customer relationships and the workforce in place. Approximately 81% of the goodwill is The acquired identifiable intangible assets include customer relationships, trade name and developed technology. 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 customer relationships acquired represent a Level 3 measurement as it was based on unobservable inputs reflecting the Company’s assumptions used in pricing the asset at fair value. These inputs required significant judgments and estimates at the time of the valuation. 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. The trade name acquired represents a Level 3 measurement as it was based on unobservable inputs reflecting the Company’s assumptions used in pricing the asset at fair value. These inputs required significant judgments and estimates at the time of the valuation. As a result of the significant and sustained decline in the Company’s market capitalization, the Company conducted an impairment test as of September 30, 2019, including a fair value analysis of the goodwill and intangible assets acquired in the Bite Squad Merger. See Note 5 – Intangible Assets and Goodwill The results of operations of Bite Squad are included in our unaudited condensed consolidated financial statements beginning on the acquisition date, January 17, 2019. Revenue and net loss of Bite Squad included in the unaudited condensed consolidated statement of operations in the three months ended September 30, 2019 totaled approximately $23,996 and $196,205, respectively, and in the nine months ended September 30, 2019 totaled approximately $73,058 and $208,156, respectively. Identifiable intangible assets acquired from Bite Squad consisted of the following (in thousands): Amortizable Life (in years) Value Customer Relationships 7.5 $ 81,000 Trade name 3.0 5,400 Developed technology 4.0 18,000 Total $ 104,400 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. In connection with the Bite Squad Merger, the Company incurred direct and incremental costs of $6,956, including debt modification expense of $375, consisting of legal and professional fees, which are included in general and administrative expenses in the unaudited condensed consolidated statement of operations in the nine months ended September 30, 2019. Pro-Forma Financial Information (Unaudited) The supplemental condensed consolidated results of the Company on an unaudited pro forma basis as if the Bite Squad Merger had been consummated on January 1, 2018 are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Net Revenue $ 49,201 $ 40,856 $ 152,861 $ 106,575 Net Loss 220,126 13,929 270,794 35,316 These pro forma results were based on estimates and assumptions, which the Company believes are reasonable. They are not the results that would have been realized had the Company been a consolidated company during the periods presented and are not indicative of consolidated results of operations in future periods. The pro forma results include adjustments primarily related to acquisition accounting adjustments and interest expense associated with the related Additional Term Loans (as defined below) in connection with the Bite Squad Merger. Acquisition costs and other non-recurring charges incurred are included in the period presented. Other Acquisitions In September 2019, t Note 7 – Debt The transactions were accounted for as business combinations, with the fair values allocated primarily to customer relationships (restaurants and end consumers) and software. The results of operations of the acquired businesses are included in our unaudited condensed consolidated financial statements beginning on their acquisition dates and were immaterial. Pro forma results were immaterial to the operations of the Company. The acquired customer relationship intangible asset was valued at $953 and will be amortized on a straight-line basis over 7.5 years and the acquired software was valued at $250 and will be amortized on a straight-line basis over three years. The amortization periods reflect the pattern in which the economic benefits of the acquired assets are consumed (see Note 5 – Intangible Assets and Goodwill Landcadia Business Combination On November 15, 2018, the Company (f/k/a Landcadia Holdings, Inc.) completed the acquisition of Waitr Incorporated (the “Landcadia Business Combination”). Waitr Incorporated began operations in 2014 as a restaurant platform for online food ordering and delivery services. Landcadia Holdings, Inc. was a special purpose acquisition company whose business was to effect a merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combination. The Landcadia Business Combination was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Landcadia Holdings, Inc. was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Landcadia Business Combination was treated as the equivalent of Waitr Incorporated issuing stock for the net assets of Landcadia Holdings, Inc., accompanied by a recapitalization. The net assets of Landcadia Holdings, Inc. were stated at historical cost, with no goodwill or other intangible assets recorded. Reported amounts from operations included herein prior to the Landcadia Business Combination are those of Waitr Incorporated. The shares and earnings per share available to holders of the Company’s common stock as of and for the three and nine months ended September 30, 2018, respectively, have been retroactively restated to reflect the exchange ratio established in the Landcadia Business Combination (0.8970953 Waitr Holdings Inc. shares to 1.0 Waitr Incorporated share). The pro forma information of the Landcadia Business Combination has been excluded as the amounts are not material. The aggregate consideration for the Landcadia Business Combination was $300,000, consisting of $71,680 in cash and 22,831,697 shares of the Company’s common stock valued at $10.00 per share.

Accounts Receivable

Accounts Receivable	9 Months Ended
	Sep. 30, 2019
Receivables [Abstract]
Accounts Receivable	4. Accounts Receivable Accounts receivable consist of the following (in thousands): September 30, December 31, 2019 2018 Credit card receivables $ 4,831 $ 1,871 Receivables from restaurants and customers 1,173 1,991 Accounts receivable $ 6,004 $ 3,862 Less: allowance for doubtful accounts and chargebacks (340 ) (175 ) Accounts receivable, net $ 5,664 $ 3,687 During the three months ended September 30, 2019, the Company recognized the write-off of $797 of accounts receivable for uncollected setup and integration fees as a reduction of setup and integration fee revenue. See Note 2 – Basis of Presentation and Summary of Significant Accounting Policies

Intangibles Assets and Goodwill

Intangibles Assets and Goodwill	9 Months Ended
	Sep. 30, 2019
Goodwill And Intangible Assets Disclosure [Abstract]
Intangibles Assets and Goodwill	5. Intangibles Assets and Goodwill Intangible Assets 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 trade name intangible asset, however, is being amortized over its estimated useful life. 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, 2019 ​ Gross Carrying Amount ​ Accumulated Amortization ​ Accumulated Impairment ​ Intangible Assets, Net Software ​ $ 20,513 ​ $ (3,734 ) $ (11,479 ) $ 5,300 Trademarks/Trade name/Patents ​ 5,405 ​ (1,275 ) — 4,130 Customer Relationships 81,953 (7,575 ) (57,378 ) 17,000 Total ​ $ 107,871 ​ $ (12,584 ) $ (68,857 ) $ 26,430 ​ ​ ​ As of December 31, 2018 ​ ​ Gross Carrying Amount ​ Accumulated Amortization ​ Accumulated Impairment ​ Intangible Assets, Net Software ​ $ 1,239 ​ $ (536 ) $ (589 ) $ 114 Trademarks/Trade name/Patents ​ 5 ​ — — 5 Customer Relationships 142 — — 142 Total ​ $ 1,386 ​ $ (536 ) $ (589 ) $ 261 On January 17, 2019, the Company acquired intangible assets in connection with the acquisition of Bite Squad, including customer relationships of $81,000, trade names valued at $5,400 and developed technology of $18,000. In September 2019, the Company acquired a customer relationship intangible asset valued at $953 and software valued at $250 in connection with two separate acquisitions. See Note 3 – Business Combinations The Company recorded amortization expense of $4,328 and $28 for the three months ended September 30, 2019 and 2018, respectively, and $12,573 and $58 for the nine months ended September 30, 2019 and 2018, respectively. Estimated future amortization expense of intangible assets is as follows (in thousands): Amortization The remainder of 2019 $ 1,488 2020 5,936 2021 5,928 2022 4,137 2023 2,561 Thereafter 6,375 Total future amortization $ 26,425 Goodwill The Company’s goodwill balance is as follows as of September 30, 2019 and December 31, 2018 (in thousands): ​ ​ September 30, December 31, ​ ​ 2019 ​ 2018 Balance, beginning of period ​ $ 1,408 $ 1,408 Acquisition during the period ​ 224,538 — Impairment during the period (119,212 ) — Balance, end of period ​ $ 106,734 $ 1,408 The Company recorded $224,538 of goodwill during the first quarter of 2019 as a result of the allocation of the purchase price over assets acquired and liabilities assumed in the Bite Squad Merger (see Note 3 – Business Combinations Impairments The Company conducts its goodwill and intangible asset impairment test annually in October, or more frequently if indicators of impairment exist. For purposes of testing for goodwill impairment, the Company has one reporting unit. As a result of recent, adverse changes in market conditions from increased competition having negatively affected the Company’s order and revenue growth, thereby contributing to a sustained decline in the Company’s market capitalization, the Company conducted its impairment test as of September 30, 2019. The impairment test was conducted in accordance with FASB ASC Topic 360, Impairment and Disposal of Long-Lived Assets Intangibles – Goodwill and Other ASC 360 requires long-lived assets to be tested for impairment using a three-step impairment test. Step 1 of the test is giving consideration to whether indicators of impairment of long-lived assets are present. Given the sustained decline in the Company’s market capitalization, indications were that an impairment may exist and the Company proceeded to Step 2 to determine whether an impairment loss should be recognized. As a part of Step 2, the Company performed a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to the long-lived assets in question to their carrying amounts. Given that the undiscounted cash flows for the long-lived assets were below the carrying amounts, the Company proceeded to perform Step 3 of the test by measuring the amount of impairment to the long-lived assets. An impairment loss is measured by the excess of the carrying amount of the long-lived asset over its implied fair value. As a result of this analysis, the Company recognized non-cash pre-tax impairment losses for the long-lived assets of $71,982, described in more detail below. ASC 350 requires goodwill and other indefinite lived assets to be tested for impairment at the reporting unit level. For ASC 350 testing purposes, the Company compared the fair value of the reporting unit with its carrying amount. The fair value of the reporting unit was estimated giving consideration to the Income Approach, including the discounted cash flow method, and the Market Approach, including the similar transactions method and guideline public company method. Significant inputs and assumptions in the ASC 350 analysis included forecasts (e.g., revenue, operating costs, capital expenditures, etc.), discount rate, long-term growth rate, tax rates, etc. for the reporting unit under the Income Approach and market-based enterprise value to revenue multiples under the Market Approach. As a result of the ASC 360 and ASC 350 analyses, the Company recognized a total non-cash pre-tax impairment loss of $191,194 during the three months ended September 30, 2019 to write down the carrying values of goodwill and intangible assets, including capitalized contract costs, customer relationships and developed technology, to their implied fair values. See below for additional details related to the methodology taken to estimate the fair value for the long-lived assets for purposes of the ASC 360 impairment testing. The developed technology asset was valued using the replacement cost methodology which considers the direct replacement and opportunity costs associated with the underlying technology. The developed technology analysis represents a Level 3 measurement as it was based on unobservable inputs reflecting the Company’s assumptions used in pricing the asset at fair value. These inputs required significant judgment and estimates at the time of the valuation. The 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 supporting the existing customer relationships. The customer relationships analysis represents a Level 3 measurement as it was based on unobservable inputs reflecting the Company’s assumptions used in developing a fair value estimate. These inputs required significant judgments and estimates at the time of the valuation. The total non-cash impairment loss of $191,194 resulting from the ASC 360 and ASC 350 analyses included goodwill and intangible asset impairment losses of $119,212 and $71,982, respectively, which are included in the unaudited condensed consolidated statement of operations under the captions “goodwill impairment” and “intangible and other asset impairments,” respectively, during the three and nine months ended September 30, 2019. The intangible asset impairment loss of $71,982 included $57,295 for the impairment of customer relationships and $10,872 for the impairment of developed technology. Additionally, $3,815 of capitalized contracts costs, related to future revenue generation that was effectively subsumed in the customer relationship value, were impaired. Determining the fair value of a reporting unit and intangible assets requires the use of estimates and significant judgments that are based on a number of factors including actual operating results. It is reasonably possible that the judgments and estimates described above could change in future periods. There can be no assurance that additional goodwill or intangible assets will not be impaired in future periods. In July 2019, the Company ceased the operations of a grocery delivery service related to the GoGoGrocer asset acquisition and concluded that the carrying value of the acquired customer relationship asset was non-recoverable, resulting in an impairment loss of $83. The loss is included in intangible and other asset impairments in the unaudited condensed consolidated statement of operations in the three and nine months ended September 30, 2019. Additionally, intangible and other asset impairments during the nine months ended September 30, 2019 include an impairment loss of $18 for the portion of previously capitalized software that was replaced due to the release of new software developed in the first quarter of 2019.

Other Current Liabilities

Other Current Liabilities	9 Months Ended
	Sep. 30, 2019
Other Liabilities Disclosure [Abstract]
Other Current Liabilities	6. Other Current Liabilities Other current liabilities consist of the following (in thousands): ​ ​ September 30, December 31, ​ ​ 2019 ​ 2018 Accrued advertising expenses $ 3,628 $ 887 Accrued legal contingency 2,000 — Accrued sales tax payable 848 — Other current liabilities ​ 8,631 3,621 Total other current liabilities ​ $ 15,107 $ 4,508

Debt

Debt	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
Debt	7. Debt The Company’s outstanding debt obligations are as follows (in thousands): September 30, December 31, 2019 2018 Term Loans $ 68,301 $ 25,000 Notes 60,667 60,000 Promissory Note 264 — $ 129,232 $ 85,000 Less: unamortized debt issuance costs on Term Loans (5,530 ) (2,268 ) Less: unamortized debt issuance costs on Notes (2,818 ) (1,747 ) Total long-term debt $ 120,884 $ 80,985 Short-term loans 3,193 658 Total outstanding debt $ 124,077 $ 81,643 The following discussion includes a description of the Company’s outstanding debt at September 30, 2019 and December 31, 2018. Interest expense related to the Company’s outstanding debt totaled $2,775 and $441 for the three months ended September 30, 2019 and 2018, respectively, and $6,570 and $903 for the nine months ended September 30, 2019 and 2018, respectively. Interest expense includes interest on outstanding borrowings and amortization of debt issuance costs. Debt Facility On November 15, 2018, the Company’s wholly-owned indirect subsidiary Waitr Inc., as borrower, entered into the Credit and Guaranty Agreement, dated as of November 15, 2018 (as amended or otherwise modified from time to time, the “Credit Agreement”) with Luxor Capital Group, LP (“Luxor Capital”), as administrative agent and collateral agent, the various lenders party thereto, Waitr Intermediate Holdings, LLC, a Delaware limited liability company (“Intermediate Holdings”) and wholly-owned direct subsidiary of the Company, and certain subsidiaries of Waitr Inc. as guarantors. The Credit Agreement provided for a senior secured first priority term loan facility (the “Debt Facility”) to Waitr Inc. in the aggregate principal amount o f $ The Term Loans are guaranteed by certain subsidiaries of the Company and will mature on November 15, 2022 Interest on borrowings under the Debt Facility accrued at a rate of 7.0% per annum prior to the January 17, 2019 amendment to the Credit Agreement. Effective January 17, 2019, interest on borrowings under the Debt Facility accrues at a rate of 7.125% per annum, payable quarterly, in cash or, at the election of the borrower 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. 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. Pursuant to an amendment to the Credit Agreement on May 21, 2019 in connection with the Company’s underwritten follow-on public offering of common stock (the “Offering”), the $15,000 minimum consolidated liquidity requirement that existed under the Credit Agreement was removed. 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 30, 2019. Notes On November 15, 2018, the Company entered into the Credit Agreement, dated as of November 15, 2018 (as amended or otherwise modified from time to time, the “Convertible Notes Agreement”), pursuant to which the Company issued unsecured convertible promissory 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”) in the aggregate principal amount of $60,000 (the “Notes”). The Notes originally had an interest rate of 1.0 revisions in the May 21, 2019 amendments to the Convertible Notes Agreement and Credit Agreement Debt Extinguishment The Notes will mature on November 15, 2022, unless earlier converted at the election of the holder. 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 effective interest rate for borrowings on the Notes, after considering the allocated discount, is approximately 7.77%. The Notes include customary anti-dilution protection, including broad-based weighted average adjustments for issuances of additional shares (down-round features). The Company’s payment Debt Extinguishment During the second quarter of 2019, the Company recorded a gain on debt extinguishment of $1,897 related to the May 21, 2019 amendments to the Convertible Notes Agreement and Credit Agreement. Based on management’s determination that the sole lender under the Term Loans and Notes (Luxor Capital, along with the Luxor Entities) is a related party to the Company, in accordance with ASC 470-50, the Company recorded the gain on debt extinguishment as a capital contribution in the unaudited condensed consolidated statement of stockholders’ equity. For purposes of calculating net loss per share attributable to common stockholders (see Note 14 – Loss Per Share Attributable to Common Stockholders ), the gain on debt extinguishment was added to net loss. Promissory Note On September 27, 2019, the Company entered into an interest-free promissory note (the “Promissory Note”) to fund a portion of an acquisition (see Note 3 – Business Combinations th Short-term Loans On June 26, 2019, the Company entered into a loan agreement with First Insurance Funding to finance a portion of its annual insurance premium obligation. The principal amount of the loan is $5,032, payable in monthly installments, until maturity. The loan matures on April 1, 2020 and carries an annual interest rate of 4.08%. As of September 30, 2019, $3,193 was outstanding under such loan. On June 4, 2018, the Company entered into a loan agreement with First Insurance Funding to finance a portion of its annual insurance premium obligation. The loan had a principal amount of $2,172, payable in monthly installments, until maturity, and carried an annual interest rate of 3.39%. As of December 31, 2018, $658 was outstanding under such loan. The loan was paid in full on March 21, 2019. Series 2018 Convertible Promissory Notes Between March 2, 2018 and March 15, 2018, the Company issued a series of convertible promissory notes (“Series 2018 Notes”) to various investors with a maturity date of 24 months from the date of issuance with an aggregate principal amount of $2,470, of which $1,410 was received in cash, $1,000 in advertising services receivable, and $60 was debt assumed in the IndiePlate LLC asset acquisition. The Series 2018 Notes accrued interest at a rate of 8% per annum that was due and payable at maturity, unless otherwise converted prior to maturity. In connection with the Landcadia Business Combination, the Series 2018 Notes were either ultimately converted into common stock of the post-combination company or redeemed for cash. The Company determined that the feature in the Series 2018 Notes providing for conversion into shares sold in the next financing at a stated discount and the ability for holders to redeem their notes at a substantial premium, represented an embedded derivative, requiring separate accounting recognition, in accordance with subtopic ASC 815-15 . Note 8 – Derivatives

Derivatives

Derivatives	9 Months Ended
	Sep. 30, 2019
Derivative Instruments And Hedging Activities Disclosure [Abstract]
Derivatives	8. Derivatives As described in Note 7 – Debt The amount of gain recognized in the unaudited condensed consolidated statements of operations on derivatives not designated as hedging instruments is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Gain on derivatives $ — $ (9 ) $ — $ (336 )

Deferred Revenue

Deferred Revenue	9 Months Ended
	Sep. 30, 2019
Revenue Recognition And Deferred Revenue [Abstract]
Deferred Revenue	9. Deferred Revenue Deferred revenue is comprised of unearned setup and integration fees. The Company’s opening deferred revenue balance was $4,670 and $2,358 as of January 1, 2019 and January 1, 2018, respectively. The Company recognized $523 and $811 of setup and integration revenue during the three months ended September 30, 2019 and 2018, respectively, and $2,627 and $1,780 during the nine months ended September 30, 2019 and 2018, respectively, which was included in the deferred revenue balances at the beginning of the respective periods. Additionally, during the three months ended September 30, 2019, the Company recognized a cumulative adjustment to setup and integration 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. See Note 2 – Basis of Presentation and Summary of Significant Accounting Policies Transaction Price Allocated to the Remaining Performance Obligations As of September 30, 2019, $979 of revenue is expected to be recognized from remaining performance obligations for setup and integration fees. The Company expects to recognize revenue of approximately $767 on these remaining performance obligations over the next 12 months.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2019
Income Tax Disclosure [Abstract]
Income Taxes	10. Income Taxes 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 an income tax expense of $30 and $4 for the three months ended September 30, 2019 and 2018, respectively, and $60 and $38 for the nine months ended September 30, 2019 and 2018, respectively. The Company’s income tax expense is entirely related to taxes required on gross margins in Texas. A partial valuation allowance has been recorded as of September 30, 2019 and December 31, 2018 as the Company has historically generated net operating losses, 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.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2019
Commitments And Contingencies Disclosure [Abstract]
Commitments and Contingencies	11. Commitments and Contingencies Sales Tax Contingent Liability 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 relates 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, amounts to approximately $300 at September 30, 2019. We disagree with the MDR’s assertion that our delivery fees are subject to sales tax and that we are liable for such sales taxes. We are in the process of appealing the MDR’s assessment. Workers’ Compensation Claim On November 27, 2017, Guarantee Insurance Company (“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. The Company’s net worth exceeded the threshold of $25,000 established by the Louisiana Insurance Guaranty Association (“LIGA”) when determining eligibility for claims coverage. As such, LIGA assessed the Company’s outstanding claim as ineligible for coverage. As of September 30, 2019 and December 31, 2018, the Company had $818 and $1,317, respectively, in workers’ compensation liabilities associated with the GIC claims. The Company recorded no general and administrative expense related to these liabilities during the three or nine months ended September 30, 2019 and recorded an additional $157 of general and administrative expense related to these liabilities during the three and nine months ended September 30, 2018. Legal Matters In February 2019, the Company was named a defendant in a lawsuit titled Halley, et al vs. Waitr Holdings Inc Montgomery v. Waitr Holdings Inc On September 26, 2019, Christopher Meaux, David Pringle, Jeff Yurecko, Tilman J. Fertitta, Richard Handler, Waitr Holdings Inc. f/k/a Landcadia Holdings Inc., Jefferies Financial Group, Inc. and Jefferies, LLC were named as defendants in a lawsuit titled 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, filed in the Western District of Louisiana, Lake Charles Division, on behalf of plaintiff and all others similarly situated alleging, inter alia, that various defendants made false and misleading statements in securities filings, engaged in fraud, and violated accounting and securities rules. Waitr believes that this case lacks merit and that it has strong defenses to all of the infringement claims alleged. Waitr intends to vigorously defend the suit. The Company accrued a $ 2,000 reserve In addition to the lawsuits described above, Waitr is involved in other litigation arising from the normal course of business activities. Waitr is involved in various lawsuits involving claims for personal injuries, physical damage and workers’ compensation benefits suffered as a result of alleged Waitr drivers, independent contractors, and third-party negligence. Although Waitr believes that it maintains insurance that generally covers its liability for damages, if any, insurance coverage is not guaranteed, and Waitr could suffer material losses as a result of these claims or the denial of coverage for such claims.

Fair Value Measurement

Fair Value Measurement	9 Months Ended
	Sep. 30, 2019
Fair Value Disclosures [Abstract]
Fair Value Measurement	12. Fair Value Measurement Certain financial instruments are required to be recorded at fair value. Other financial instruments, including cash, are recorded at cost, which approximates fair value. Additionally, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of these financial instruments. As of September 30, 2019 and December 31, 2018, the Company held no financial instruments required to be measured at fair value on a recurring basis. In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record certain assets and liabilities at fair value on a non-recurring basis. The Company generally applies fair value concepts in recording assets and liabilities acquired in acquisitions. See Note 3 – Business Combinations Note 5 – Intangible Assets and Goodwill Additionally, in connection with the May 21, 2019 amendments to the Credit Agreement and the Convertible Notes Agreement and the related debt extinguishment accounting (see Note 7 – Debt

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2019
Equity [Abstract]
Stockholders' Equity	13. Stockholders’ Equity Common Stock At September 30, 2019 and December 31, 2018, the Company had 249,000,000 authorized shares of common stock, par value $0.0001 per share. At September 30, 2019 and December 31, 2018, there were 76,150,920 and 54,035,538 shares of common stock issued and outstanding, respectively, par value $0.0001 per share. The Company did not hold any shares as treasury shares as of September 30, 2019 or December 31, 2018. The Company’s common stockholders are entitled to one vote per share. Preferred Stock At September 30, 2019 and December 31, 2018, the Company had 1,000,000 authorized shares of preferred stock, par value $0.0001 per share. There were no issued or outstanding preferred shares as of September 30, 2019 or December 31, 2018. Follow-on Public Offering On May 21, 2019, the Company completed an underwritten follow-on public offering of 6,757,000 shares of its common stock at a price of $7.40 per share resulting in gross proceeds of $50,002. Bite Squad Merger A portion of the consideration for the Bite Squad Merger was paid in the form of common shares of the Company. Common shares transferred at closing totaled 10,591,968. Additionally, the Company issued 325,000 shares of common stock of the Company in a private placement on January 17, 2019 in connection with an amendment to the Credit Agreement at the time of the Bite Squad Merger. Warrants Public Warrants Prior to the consummation of the Landcadia Business Combination, Landcadia Holdings, Inc. had 25,000,000 public warrants outstanding (the “Public Warrants”). In the first quarter of 2019, the Company completed an exchange offer and consent solicitation relating to the Public Warrants. A total of 4,494,889 shares, after adjustments for fractional shares (which were settled in cash in the second quarter of 2019), of the Company’s common stock were issued in exchange for such Public Warrants. Debt Warrants In connection with the Debt Facility, the Company issued to Luxor Capital warrants initially exercisable for 384,615 shares of the Company’s common stock with an exercise price of $13.00 per share. The Debt Warrants became exercisable after the consummation of the Landcadia Business Combination and will expire four years from the closing date of the Landcadia Business Combination. The Debt Warrants include customary anti-dilution protection, including broad-based weighted average adjustments for issuances of additional shares (down-round features) and holders of the Debt Warrants have customary 2014 Warrants On May 14, 2014, the Company granted warrants (the “2014 Warrants”) to non-employees (“Holders”) to purchase 406,337 shares of common stock at an exercise price of $0.01 per share. The 2014 Warrants were subject to a vesting schedule at a rate of 12.5% of the granted share amount per quarter over two years of service. The Company records equity instruments issued to non-employees as expense, based on the fair value of the Company’s common stock. The 2014 Warrants were exercised in connection with the Landcadia Business Combination and the Holders received 405,884 shares of common stock, representing the 406,337 warrants exercised, net of 453 shares used to cover the warrant cost. The Company did not recognize any expense for the three or nine months ended September 30, 2019 or 2018 as the 2014 Warrants were fully vested during such periods.

Loss Per Share Attributable to

Loss Per Share Attributable to Common Stockholders	9 Months Ended
	Sep. 30, 2019
Earnings Per Share [Abstract]
Loss Per Share Attributable to Common Stockholders	14. Loss Per Share Attributable to Common Stockholders Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common stock outstanding during the period, without consideration for common stock equivalents. Diluted loss per share attributable to common stockholders is computed by dividing net loss by the weighted-average number of common stock outstanding during the period and potentially dilutive common stock equivalents, including stock options, restricted stock awards, restricted stock units and warrants, except in cases where the effect of the common stock equivalent would be antidilutive. The Landcadia Business Combination was accounted for as a reverse recapitalization in accordance with GAAP (see Note 3 – Business Combinations The calculation of basic and diluted loss per share attributable to common stockholders for the three and nine months ended September 30, 2019 and 2018 is as follows (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Numerator: ​ ​ Net loss – basic and diluted $ (220,104 ) $ (6,515 ) $ (269,705 ) $ (17,341 ) Gain on debt extinguishment recorded as a capital contribution (see Note 7) — — 1,897 — Net loss attributable to participating securities – basic and diluted — — — — Net loss attributable to common stockholders – basic and diluted $ (220,104 ) $ (6,515 ) $ (267,808 ) $ (17,341 ) Denominator: ​ ​ ​ Weighted-average number of shares outstanding – basic and diluted 76,145,317 10,145,527 71,071,777 10,064,560 Loss per share – basic and diluted $ (2.89 ) $ (0.64 ) $ (3.77 ) $ (1.72 ) Excluded from the calculation of weighted-average number of diluted shares outstanding is the effect of the Series 2018 Notes, which have historically converted to preferred shares. In connection with the Landcadia Business Combination, we issued Notes which are convertible into shares of the Company’s common stock. See Note 7 – Debt The following table includes potentially dilutive common stock equivalents as of September 30, 2019 and 2018. The Company generated a net loss attributable to the Company’s common stockholders for the three and nine months ended September 30, 2019 and 2018. Accordingly, the effect of dilutive securities is not considered in the loss per share for such periods because their effect would be antidilutive on the net loss. As of September 30, 2019 2018 Potentially dilutive securities: ​ Convertible Preferred Stock: ​ Seed I — 3,413,235 Seed II — 3,301,326 Series AA — 7,264,489 Stock Options 664,679 4,087,919 Restricted Stock Units 2,956,528 — Warrants (1) 399,726 436,531 Potentially dilutive securities at period end 4,020,933 18,503,500 (1) Includes the Debt Warrants as of September 30, 2019 and the 2014 Warrants as of September 30, 2018. See Note 7 – Debt Note 13 – Stockholders’ Equity

Related-Party Transactions

Related-Party Transactions	9 Months Ended
	Sep. 30, 2019
Related Party Transactions [Abstract]
Related-Party Transactions	15. Related-Party Transactions On November 15, 2018, in connection with the Landcadia Business Combination, the Company entered into the Credit Agreement, and on January 17, 2019, in connection with the Bite Squad Merger, the Company entered into an amendment to the Credit Agreement with Luxor Capital and an amendment to the Convertible Notes Agreement with the Luxor Entities. On May 21, 2019, in connection with the Offering, the Company entered into a second amendment to the Credit Agreement with Luxor Capital and a second amendment to the Convertible Notes Agreement with the Luxor Entities. See Note 7 – Debt At the closing of the Landcadia Business Combination, the Company entered into a consulting agreement with Steven L. Scheinthal, a board member of the Company, pursuant to which he received 150,000 restricted shares under the Waitr Holdings Inc. 2018 Omnibus Incentive Plan.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2019
Subsequent Events [Abstract]
Subsequent Events	16. Subsequent Events Nasdaq non-compliance On October 14, 2019, we notified the Nasdaq Stock Market (“Nasdaq”) that, as a result of the resignation of two board members from our Board of Directors (the “Board”) on October 11, 2019, the Company was no longer in compliance with the requirements of Nasdaq Listing Rule 5605 to have (i) a Board comprised of a majority of independent directors, (ii) an Audit Committee comprised of at least three members who satisfy certain criteria and (iii) a Compensation Committee comprised of at least two members who satisfy certain criteria. Reduction in force On November 5, 2019, we implemented a reduction in force affecting approximately 300 corporate employees in connection with strategic initiatives to realize synergies from the Bite Squad Merger and to align the combined Company’s cost structure, which included the consolidation of operations, support and sales functions. The reduction in force will result in a one-time severance charge of approximately $1,500, which will be recorded during the three months ended December 31, 2019.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The unaudited interim condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted 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. 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, 2018 (the “2018 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.
Principles of Consolidation	Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and all wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation.
Reclassification	Reclassification Certain prior period amounts included in the unaudited condensed consolidated statements of operations have been reclassified to conform to the current period’s presentation. The Company has revised the classification of certain employee-related wages and payroll taxes associated with such wages for the three and nine months ended September 30, 2018 to better align the statement of operations line items with departmental responsibilities and management of operations. These reclassifications had no effect on the Company’s reported total costs and expenses, loss from operations, net loss or loss per share for the three or nine months ended September 30, 2018. The table below summarizes the financial statement line items impacted by these reclassifications (in thousands): Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 As Previously Reported Reclassification As Reclassified As Previously Reported Reclassification As Reclassified Operations and support expenses $ 11,934 $ 2,088 $ 14,022 ​ $ 30,348 $ 4,708 $ 35,056 Sales and marketing expenses 3,850 97 3,947 8,989 127 9,116 General and administrative expenses 8,469 (2,157 ) 6,312 22,426 (4,759 ) 17,667 Related party expenses 28 (28 ) — 76 (76 ) — Certain prior period amounts included in the unaudited condensed consolidated balance sheets and statements of cash flows have been reclassified to conform to the current period’s presentation. Restaurant Food Liability All transactions processed through the Bite Squad Platform and certain transactions processed through the Waitr Platform result in the Company receiving all of the transaction proceeds. The Company records as a restaurant food liability the net balance owed to the restaurant, after deducting the commissions and other fees charged to the restaurant. The Company remits payments to the restaurants twice a month, generally on the 1 st th
Use of Estimates	Use of Estimates 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: determination of the nature and timing of satisfaction of revenue-generating performance obligations and the standalone selling price of performance obligations, variable consideration, other obligations such as product returns and refunds, allowance for doubtful accounts, allowance for chargebacks, incurred loss estimates under our insurance policies with large deductibles or retention levels, income taxes, useful lives of tangible and intangible assets, depreciation and amortization, equity compensation, contingencies, goodwill and other intangible assets, impairments and fair value of assets acquired and liabilities assumed as part of a business combination. 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.
Critical Accounting Policies and Estimates	Critical Accounting Policies and Estimates Except as set forth below, there has been no material change to our critical accounting policies and estimates described in the 2018 Form 10-K.
Revenue	Revenue The Company generates revenue (“transaction fees”) primarily when diners place an order on one of the Platforms. In the case of diner subscription fees for unlimited delivery, revenue is recognized when payment for the monthly subscription is received. Revenue consists of the following for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Transaction fees $ 46,400 $ 18,466 $ 143,595 $ 45,715 Setup and integration fees 2,731 820 4,834 1,936 Other 70 145 146 349 Total Revenue $ 49,201 $ 19,431 $ 148,575 $ 48,000 Transaction 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”) Topic 606, Revenue from Contracts with Customers During the periods presented in this Quarterly Report on Form 10-Q (the “Form 10-Q”), the Company has received non-refundable upfront setup and integration fees for onboarding certain restaurants. Setup and integration activities primarily represent administrative activities that allowed the Company to fulfill future performance obligations for these restaurants and do 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. Upfront non-refundable fees were generally due shortly after the contract was executed; however, the Company could provide installment payment options for up to six months. Revenue related to setup and integration fees has historically been recognized ratably over a two-year period. In July 2019, the Company initiated modifications to its fee structure with a majority of restaurants on the Waitr Platform. The new, modified fee structure is performance-based and tiered such that restaurants with higher sales through the Waitr Platform are subject to a rate at the lower end of the range, whereas restaurants with lower sales through the Waitr Platform are subject to a rate at the upper end of the range. The new, performance-based fees became effective in August 2019, upon acceptance of the new agreements by the restaurants. Approximately 22% of the restaurants on the Waitr Platform did not accept the new agreements, resulting in the termination of their contracts. Additionally, with the introduction of the performance-based fee structure, the Company generally discontinued offering fee arrangements with the one-time setup and integration fee. Upon acceptance of the new performance-based fee agreement, in certain cases, the Company waived uncollected portions of the setup and integration fee and refunded portions of previously paid setup and integration fees. The contract modifications 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. For additional details, see “ Costs to Obtain a Contract with a Customer Costs to Fulfill a Contract with a Customer The Company sells gift cards on the Bite Squad Platform and recognizes revenue upon gift card redemption. Gift cards that have not yet been utilized amounted to $613 as of September 30, 2019 and are included on the unaudited condensed consolidated balance sheet in other current liabilities. Significant Judgment Most of the Company’s contracts with restaurants contain multiple performance obligations as described above. For these contracts, the Company accounts for individual performance obligations separately if they are both capable of being distinct, and distinct in the context of the contract. Determining whether products and services are considered distinct performance obligations that should be accounted for separately may require significant judgment. Judgment is also required to determine the standalone selling price for each distinct performance obligation. The Company used the alternative approach in ASC 606 to allocate the upfront fee between the material right obligation and the transaction fee obligation, which resulted in all of the upfront non-refundable payment at inception of the contract being allocated to the material right obligation. When contracts with restaurants include other performance obligations, such as ancillary equipment, the Company establishes a single amount to estimate the standalone selling price for the goods or services. In instances where the standalone selling price is not directly observable, it is determined using observable inputs. Contract Balances The timing of revenue recognition may differ from the timing of invoicing to restaurants. The Company records a receivable when it has an unconditional right to the consideration. Setup and integration fees were due at inception of the contract; in certain cases, extended payment terms may have been provided for up to six months and are included in accounts receivable. The opening balance of accounts receivable, net was $3,687 and $2,124 Payment terms and conditions on setup and integration fees varied by contract type, although terms typically included a requirement of payment within six months. The Company recorded a contract liability in deferred revenue for the unearned portion of the upfront non-refundable fee. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts do not include a significant financing component. Costs to Obtain a Contract with a Customer 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. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract with a restaurant 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, we changed our 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 In connection with the modified fee structure and the related changes in the contract terms, certain restaurants elected to terminate their contracts, resulting in an impairment charge for the portion of capitalized contract costs of obtaining a contract which was deemed to be non-recoverable. The impairment was calculated based on a pro rata allocation of the carrying value of the asset as of July 31, 2019 between the restaurants remaining on the Waitr Platform and those terminating their contracts. The capitalized contract costs allocated to the terminated restaurants totaled $341 and was recognized as an impairment loss during the three months ended September 30, 2019 in the unaudited condensed consolidated statement of operations. Deferred costs related to obtaining contracts with restaurants were $1,639 at September 30, 2019, prior to the Company’s goodwill and intangible asset impairment analysis. The full value of capitalized contract costs to obtain contracts with restaurants at September 30, 2019 was impaired during the three months ended September 30, 2019 (see Note 5 – Intangible Assets and Goodwill Costs to Fulfill a Contract with a Customer The Company also recognizes an asset for the costs to fulfill a contract with a restaurant when they are specifically identifiable, generate or enhance resources used to satisfy future performance obligations, and are expected to be recovered. The Company has determined that certain costs related to setup and integration activities meet the capitalization criteria under ASC Topic 340-40, Other Assets and Deferred Costs As a result of the changes in the terms of the contracts related to the modified fee structure introduced in July 2019, we changed our estimate of the useful life of the asset for costs 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 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. The changes in the terms of the contracts in July 2019 and the related termination of contracts by certain restaurants resulted in a $511 impairment charge for the portion of capitalized contract costs to fulfill a contract that were deemed to be non-recoverable, based on the pro rata allocation described above. The impairment loss was recognized during the three months ended September 30, 2019 in the unaudited condensed consolidated statement of operations. Deferred costs related to fulfilling contracts with restaurants were $2,176 at September 30, 2019, prior to the Company’s goodwill and intangible asset impairment analysis. The full value of capitalized contract costs to fulfill contracts with restaurants at September 30, 2019 was impaired during the three months ended September 30, 2019 (see Note 5 – Intangible Assets and Goodwill
Recent Accounting Pronouncements	Recent Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“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. As an emerging growth company, the Company has elected to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. 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. Early adoption is permitted. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), 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 Distinguishing Liabilities from Equity, In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, As an emerging growth company, the Company will not be subject to the requirements of ASU 2016-13 until fiscal year 2020. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842).
Business Combinations	The Bite Squad Merger 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 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 consideration over the fair value of the assets less liabilities acquired has been recorded as goodwill.
Impairments	Impairments The Company conducts its goodwill and intangible asset impairment test annually in October, or more frequently if indicators of impairment exist. For purposes of testing for goodwill impairment, the Company has one reporting unit. As a result of recent, adverse changes in market conditions from increased competition having negatively affected the Company’s order and revenue growth, thereby contributing to a sustained decline in the Company’s market capitalization, the Company conducted its impairment test as of September 30, 2019. The impairment test was conducted in accordance with FASB ASC Topic 360, Impairment and Disposal of Long-Lived Assets Intangibles – Goodwill and Other ASC 360 requires long-lived assets to be tested for impairment using a three-step impairment test. Step 1 of the test is giving consideration to whether indicators of impairment of long-lived assets are present. Given the sustained decline in the Company’s market capitalization, indications were that an impairment may exist and the Company proceeded to Step 2 to determine whether an impairment loss should be recognized. As a part of Step 2, the Company performed a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to the long-lived assets in question to their carrying amounts. Given that the undiscounted cash flows for the long-lived assets were below the carrying amounts, the Company proceeded to perform Step 3 of the test by measuring the amount of impairment to the long-lived assets. An impairment loss is measured by the excess of the carrying amount of the long-lived asset over its implied fair value. As a result of this analysis, the Company recognized non-cash pre-tax impairment losses for the long-lived assets of $71,982, described in more detail below. ASC 350 requires goodwill and other indefinite lived assets to be tested for impairment at the reporting unit level. For ASC 350 testing purposes, the Company compared the fair value of the reporting unit with its carrying amount. The fair value of the reporting unit was estimated giving consideration to the Income Approach, including the discounted cash flow method, and the Market Approach, including the similar transactions method and guideline public company method. Significant inputs and assumptions in the ASC 350 analysis included forecasts (e.g., revenue, operating costs, capital expenditures, etc.), discount rate, long-term growth rate, tax rates, etc. for the reporting unit under the Income Approach and market-based enterprise value to revenue multiples under the Market Approach. As a result of the ASC 360 and ASC 350 analyses, the Company recognized a total non-cash pre-tax impairment loss of $191,194 during the three months ended September 30, 2019 to write down the carrying values of goodwill and intangible assets, including capitalized contract costs, customer relationships and developed technology, to their implied fair values. See below for additional details related to the methodology taken to estimate the fair value for the long-lived assets for purposes of the ASC 360 impairment testing.

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Summary of Reclassification Effect on Financial Statement	The table below summarizes the financial statement line items impacted by these reclassifications (in thousands): Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 As Previously Reported Reclassification As Reclassified As Previously Reported Reclassification As Reclassified Operations and support expenses $ 11,934 $ 2,088 $ 14,022 ​ $ 30,348 $ 4,708 $ 35,056 Sales and marketing expenses 3,850 97 3,947 8,989 127 9,116 General and administrative expenses 8,469 (2,157 ) 6,312 22,426 (4,759 ) 17,667 Related party expenses 28 (28 ) — 76 (76 ) —
Summary of Revenue	The Company generates revenue (“transaction fees”) primarily when diners place an order on one of the Platforms. In the case of diner subscription fees for unlimited delivery, revenue is recognized when payment for the monthly subscription is received. Revenue consists of the following for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Transaction fees $ 46,400 $ 18,466 $ 143,595 $ 45,715 Setup and integration fees 2,731 820 4,834 1,936 Other 70 145 146 349 Total Revenue $ 49,201 $ 19,431 $ 148,575 $ 48,000

Business Combinations (Tables)

Business Combinations (Tables) - BiteSquad.com, LLC	9 Months Ended
	Sep. 30, 2019
Schedule of Merger Consideration	The following represents the total merger consideration: (in thousands, except per share amount) Shares transferred at closing 10,592 Value per share $ 11.95 Total share consideration $ 126,574 Plus: cash transferred to Bite Squad members 197,255 Plus: pay down of debt 11,880 Plus: working capital payment to seller 149 Total merger consideration $ 335,858
Fair Value of Assets Acquired and Liabilities Assumed	The fair value of assets acquired and liabilities assumed in the Bite Squad Merger consists of the following (in thousands): Cash and cash equivalents $ 11,819 Settlements due from credit card processors 1,097 Accounts receivable 632 Inventory 940 Prepaid expenses and other 562 Intangible assets 104,400 Loans receivable 336 Other noncurrent assets 163 Restaurant food liability (930 ) Accounts payable (953 ) Accrued payroll (1,125 ) Accrued taxes (1,818 ) Other accruals (3,803 ) Total assets acquired and liabilities assumed 111,320 Goodwill 224,538 Total merger consideration $ 335,858
Summary of Identifiable Intangible Assets Acquired	Identifiable intangible assets acquired from Bite Squad consisted of the following (in thousands): Amortizable Life (in years) Value Customer Relationships 7.5 $ 81,000 Trade name 3.0 5,400 Developed technology 4.0 18,000 Total $ 104,400
Summary of Supplemental Condensed Consolidated Results of Company on an Unaudited Pro Forma Basis	The supplemental condensed consolidated results of the Company on an unaudited pro forma basis as if the Bite Squad Merger had been consummated on January 1, 2018 are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Net Revenue $ 49,201 $ 40,856 $ 152,861 $ 106,575 Net Loss 220,126 13,929 270,794 35,316

Accounts Receivable (Tables)

Accounts Receivable (Tables)	9 Months Ended
	Sep. 30, 2019
Receivables [Abstract]
Schedule of Accounts Receivable	Accounts receivable consist of the following (in thousands): September 30, December 31, 2019 2018 Credit card receivables $ 4,831 $ 1,871 Receivables from restaurants and customers 1,173 1,991 Accounts receivable $ 6,004 $ 3,862 Less: allowance for doubtful accounts and chargebacks (340 ) (175 ) Accounts receivable, net $ 5,664 $ 3,687

Intangibles Assets and Goodwi_2

Intangibles Assets and Goodwill (Tables)	9 Months Ended
	Sep. 30, 2019
Goodwill And Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets	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, 2019 ​ Gross Carrying Amount ​ Accumulated Amortization ​ Accumulated Impairment ​ Intangible Assets, Net Software ​ $ 20,513 ​ $ (3,734 ) $ (11,479 ) $ 5,300 Trademarks/Trade name/Patents ​ 5,405 ​ (1,275 ) — 4,130 Customer Relationships 81,953 (7,575 ) (57,378 ) 17,000 Total ​ $ 107,871 ​ $ (12,584 ) $ (68,857 ) $ 26,430 ​ ​ ​ As of December 31, 2018 ​ ​ Gross Carrying Amount ​ Accumulated Amortization ​ Accumulated Impairment ​ Intangible Assets, Net Software ​ $ 1,239 ​ $ (536 ) $ (589 ) $ 114 Trademarks/Trade name/Patents ​ 5 ​ — — 5 Customer Relationships 142 — — 142 Total ​ $ 1,386 ​ $ (536 ) $ (589 ) $ 261
Schedule of Estimated Future Amortization Expense of Intangible Assets	Estimated future amortization expense of intangible assets is as follows (in thousands): Amortization The remainder of 2019 $ 1,488 2020 5,936 2021 5,928 2022 4,137 2023 2,561 Thereafter 6,375 Total future amortization $ 26,425
Schedule of Goodwill	The Company’s goodwill balance is as follows as of September 30, 2019 and December 31, 2018 (in thousands): ​ ​ September 30, December 31, ​ ​ 2019 ​ 2018 Balance, beginning of period ​ $ 1,408 $ 1,408 Acquisition during the period ​ 224,538 — Impairment during the period (119,212 ) — Balance, end of period ​ $ 106,734 $ 1,408

Other Current Liabilities (Tabl

Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2019
Other Liabilities Disclosure [Abstract]
Schedule of Other Current Liabilities	Other current liabilities consist of the following (in thousands): ​ ​ September 30, December 31, ​ ​ 2019 ​ 2018 Accrued advertising expenses $ 3,628 $ 887 Accrued legal contingency 2,000 — Accrued sales tax payable 848 — Other current liabilities ​ 8,631 3,621 Total other current liabilities ​ $ 15,107 $ 4,508

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
Schedule of Outstanding Debt Obligations	The Company’s outstanding debt obligations are as follows (in thousands): September 30, December 31, 2019 2018 Term Loans $ 68,301 $ 25,000 Notes 60,667 60,000 Promissory Note 264 — $ 129,232 $ 85,000 Less: unamortized debt issuance costs on Term Loans (5,530 ) (2,268 ) Less: unamortized debt issuance costs on Notes (2,818 ) (1,747 ) Total long-term debt $ 120,884 $ 80,985 Short-term loans 3,193 658 Total outstanding debt $ 124,077 $ 81,643

Derivatives (Tables)

Derivatives (Tables)	9 Months Ended
	Sep. 30, 2019
Derivative Instruments And Hedging Activities Disclosure [Abstract]
Amount of Gain Recognized in Consolidated Statement of Operations on Derivatives Not Designated as Hedging Instruments	The amount of gain recognized in the unaudited condensed consolidated statements of operations on derivatives not designated as hedging instruments is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Gain on derivatives $ — $ (9 ) $ — $ (336 )

Loss Per Share Attributable t_2

Loss Per Share Attributable to Common Stockholders (Tables)	9 Months Ended
	Sep. 30, 2019
Earnings Per Share [Abstract]
Schedule of Calculation of Basic and Diluted Loss Per Share Attributable to Common Stockholders	The calculation of basic and diluted loss per share attributable to common stockholders for the three and nine months ended September 30, 2019 and 2018 is as follows (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Numerator: ​ ​ Net loss – basic and diluted $ (220,104 ) $ (6,515 ) $ (269,705 ) $ (17,341 ) Gain on debt extinguishment recorded as a capital contribution (see Note 7) — — 1,897 — Net loss attributable to participating securities – basic and diluted — — — — Net loss attributable to common stockholders – basic and diluted $ (220,104 ) $ (6,515 ) $ (267,808 ) $ (17,341 ) Denominator: ​ ​ ​ Weighted-average number of shares outstanding – basic and diluted 76,145,317 10,145,527 71,071,777 10,064,560 Loss per share – basic and diluted $ (2.89 ) $ (0.64 ) $ (3.77 ) $ (1.72 )
Schedule of Potentially Dilutive Common Stock Equivalents at Each Year End	The following table includes potentially dilutive common stock equivalents as of September 30, 2019 and 2018. The Company generated a net loss attributable to the Company’s common stockholders for the three and nine months ended September 30, 2019 and 2018. Accordingly, the effect of dilutive securities is not considered in the loss per share for such periods because their effect would be antidilutive on the net loss. As of September 30, 2019 2018 Potentially dilutive securities: ​ Convertible Preferred Stock: ​ Seed I — 3,413,235 Seed II — 3,301,326 Series AA — 7,264,489 Stock Options 664,679 4,087,919 Restricted Stock Units 2,956,528 — Warrants (1) 399,726 436,531 Potentially dilutive securities at period end 4,020,933 18,503,500 (1) Includes the Debt Warrants as of September 30, 2019 and the 2014 Warrants as of September 30, 2018. See Note 7 – Debt Note 13 – Stockholders’ Equity

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies - Summary of Reclassification Effect on Financial Statement (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Accounting Polices [Line Items]
Operations and support		$ 14,022		$ 35,056
Sales and marketing	$ 15,953	3,947	$ 41,615	9,116
General and administrative	$ 12,817	6,312	$ 44,115	17,667
As Previously Reported
Accounting Polices [Line Items]
Operations and support		11,934		30,348
Sales and marketing		3,850		8,989
General and administrative		8,469		22,426
Related party expenses		28		76
Reclassification
Accounting Polices [Line Items]
Operations and support		2,088		4,708
Sales and marketing		97		127
General and administrative		(2,157)		(4,759)
Related party expenses		$ (28)		$ (76)

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies - Summary of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Total Revenue	$ 49,201	$ 19,431	$ 148,575	$ 48,000
Transaction Fees
Total Revenue	46,400	18,466	143,595	45,715
Setup and Integration Fees
Total Revenue	2,731	820	4,834	1,936
Other Revenue
Total Revenue	$ 70	$ 145	$ 146	$ 349

Basis of Presentation and Sum_6

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended		9 Months Ended
	Aug. 31, 2019	Jul. 31, 2019	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017
Accounting Polices [Line Items]
Percentage of restaurants unaccepted with new agreements	22.00%
Contract with customer, cumulative adjustment to setup and integration fee revenue			$ 3,005
Contract with customer cumulative adjustment to revenue offset by write-off of uncollected setup and integration fees accounts receivable.			797
Contract with customer, cumulative adjustment to revenue offset by refunds of previously paid setup and integration fee			320
Capitalized cost, impairment loss			852
Gift cards redemption not yet been utilized			767		$ 767		$ 3,314
Accounts receivable, net			5,664		5,664		3,687	$ 2,124
Contract with customer, outstanding setup and integration fees waived		$ 797
Deferred costs			1,639		1,639		985
Deferred costs, current							679
Amortization expense			140	$ 148	591	$ 364
ASC Topic 340-40, Other Assets and Deferred Costs
Accounting Polices [Line Items]
Capitalized cost, impairment loss			511
Deferred costs			2,176		2,176		1,711
Deferred costs, current							$ 1,190
Amortization expense			224	$ 263	$ 1,023	$ 660
Minimum
Accounting Polices [Line Items]
Capitalized sales incentives amortization period					2 years
Minimum | ASC Topic 340-40, Other Assets and Deferred Costs
Accounting Polices [Line Items]
Capitalized sales incentives amortization period					2 years
Maximum
Accounting Polices [Line Items]
Capitalized sales incentives amortization period					5 years
Maximum | ASC Topic 340-40, Other Assets and Deferred Costs
Accounting Polices [Line Items]
Capitalized sales incentives amortization period					5 years
Costs To Obtain Contract With Customer
Accounting Polices [Line Items]
Capitalized cost, impairment loss			341
Other Current Liabilities
Accounting Polices [Line Items]
Gift cards redemption not yet been utilized			$ 613		$ 613

Business Combinations - Additio

Business Combinations - Additional Information (Details)	Sep. 27, 2019	Sep. 05, 2019	Jun. 18, 2019USD ($)$ / sharesshares	Jan. 17, 2019USD ($)$ / sharesshares	Nov. 15, 2018USD ($)$ / sharesshares	Sep. 30, 2019USD ($)$ / shares	Sep. 30, 2019USD ($)$ / shares	Sep. 30, 2018USD ($)	Sep. 30, 2019USD ($)$ / shares	Sep. 30, 2018USD ($)	Jun. 30, 2019USD ($)	Mar. 31, 2019USD ($)	Dec. 31, 2018USD ($)$ / shares	Dec. 31, 2017USD ($)
Business Acquisition [Line Items]
Common stock, par value | $ / shares						$ 0.0001	$ 0.0001		$ 0.0001				$ 0.0001
Net loss							$ (220,104,000)	$ (6,515,000)	$ (269,705,000)	$ (17,341,000)
Goodwill						$ 106,734,000	106,734,000		106,734,000		$ 106,734,000		$ 1,408,000	$ 1,408,000
BiteSquad.com, LLC
Business Acquisition [Line Items]
Acquisition date				Jan. 17, 2019
Business combination, cash consideration			$ 197,255,000	$ 197,255,000
Business combination, share price | $ / shares			$ 11.95	$ 11.95
Common stock, par value | $ / shares				$ 0.0001
Business combination, share issued | shares			10,592,000
Business combination, pay down of indebtedness			$ 11,880,000	$ 11,880,000
Business combination, additional cash payment			$ 149,000
Percentage of goodwill expected to be deductible for federal income tax			81.00%
Revenue							23,996,000		73,058,000
Net loss							196,205,000		208,156,000
Total consideration for acquisition			$ 335,858,000
Identifiable intangible assets acquired, value			104,400,000
Goodwill			224,538,000									$ 224,538,000
BiteSquad.com, LLC | Customer Relationships
Business Acquisition [Line Items]
Identifiable intangible assets acquired, value			$ 81,000,000	$ 81,000,000		953,000
Identifiable intangible assets acquired, amortizable life (in years)			7 years 6 months
BiteSquad.com, LLC | Software
Business Acquisition [Line Items]
Identifiable intangible assets acquired, value						250,000
BiteSquad.com, LLC | General and Administrative
Business Acquisition [Line Items]
Business acquisition, direct and incremental costs									6,956,000
Business combination, debt modification expense									375,000
BiteSquad.com, LLC | Common Stock
Business Acquisition [Line Items]
Business combination, share issued | shares				10,591,968
Other Acquisitions
Business Acquisition [Line Items]
Business combination, cash consideration						395,000
Date of asset purchase agreements	Sep. 27, 2019	Sep. 5, 2019
Total consideration for acquisition						1,245,000
Business combination payable in cash						300,000	300,000		300,000
Business combination interest-free promissory note						500,000	500,000		500,000
Business combination cash withheld indemnity						50,000	$ 50,000		$ 50,000
Other Acquisitions | Customer Relationships
Business Acquisition [Line Items]
Identifiable intangible assets acquired, value						$ 953,000
Identifiable intangible assets acquired, amortizable life (in years)						7 years 6 months
Other Acquisitions | Software
Business Acquisition [Line Items]
Identifiable intangible assets acquired, value						$ 250,000
Identifiable intangible assets acquired, amortizable life (in years)						3 years
Other Acquisitions | Minimum
Business Acquisition [Line Items]
Cash payment due after integration of systems						3 months
Other Acquisitions | Maximum
Business Acquisition [Line Items]
Cash payment due after integration of systems						4 months
Waitr Incorporated
Business Acquisition [Line Items]
Business combination, cash consideration					$ 71,680,000
Business combination, share price | $ / shares					$ 10
Total consideration for acquisition					$ 300,000,000
Goodwill					0
Other Intangible Assets					$ 0
Business combination share exchange ratio					0.8970953			0.8970953		0.8970953
Waitr Incorporated | Common Stock
Business Acquisition [Line Items]
Business combination, share issued | shares					22,831,697

Business Combinations - Schedul

Business Combinations - Schedule of Merger Consideration (Details) - BiteSquad.com, LLC - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	Jun. 18, 2019	Jan. 17, 2019
Business Acquisition [Line Items]
Shares transferred at closing	10,592
Value per share	$ 11.95	$ 11.95
Total share consideration	$ 126,574
Plus: cash transferred to Bite Squad members	197,255	$ 197,255
Plus: pay down of debt	11,880	$ 11,880
Plus: working capital payment to seller	149
Total merger consideration	$ 335,858

Business Combinations - Fair Va

Business Combinations - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Jun. 30, 2019	Jun. 18, 2019	Mar. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Business Acquisition [Line Items]
Goodwill	$ 106,734	$ 106,734			$ 1,408	$ 1,408
BiteSquad.com, LLC
Business Acquisition [Line Items]
Cash and cash equivalents			$ 11,819
Settlements due from credit card processors			1,097
Accounts receivable			632
Inventory			940
Prepaid expenses and other			562
Intangible assets			104,400
Loans receivable			336
Other noncurrent assets			163
Restaurant food liability			(930)
Accounts payable			(953)
Accrued payroll			(1,125)
Accrued taxes			(1,818)
Other accruals			(3,803)
Total assets acquired and liabilities assumed			111,320
Goodwill			224,538	$ 224,538
Total merger consideration			$ 335,858

Business Combinations - Summary

Business Combinations - Summary of Identifiable Intangible Assets Acquired (Details) - BiteSquad.com, LLC - USD ($) $ in Thousands	Jun. 18, 2019	Jan. 17, 2019	Sep. 30, 2019
Acquired Finite Lived Intangible Assets [Line Items]
Identifiable intangible assets acquired, value	$ 104,400
Customer Relationships
Acquired Finite Lived Intangible Assets [Line Items]
Identifiable intangible assets acquired, amortizable life (in years)	7 years 6 months
Identifiable intangible assets acquired, value	$ 81,000	$ 81,000	$ 953
Trade Name
Acquired Finite Lived Intangible Assets [Line Items]
Identifiable intangible assets acquired, amortizable life (in years)	3 years
Identifiable intangible assets acquired, value	$ 5,400
Developed Technology
Acquired Finite Lived Intangible Assets [Line Items]
Identifiable intangible assets acquired, amortizable life (in years)	4 years
Identifiable intangible assets acquired, value	$ 18,000

Business Combinations - Summa_2

Business Combinations - Summary of Supplemental Condensed Consolidated Results of Company on an Unaudited Pro Forma Basis (Details) - BiteSquad.com, LLC - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Business Acquisition [Line Items]
Net Revenue	$ 49,201	$ 40,856	$ 152,861	$ 106,575
Net Loss	$ 220,126	$ 13,929	$ 270,794	$ 35,316

Accounts Receivable - Schedule

Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018	Dec. 31, 2017
Receivables [Abstract]
Credit card receivables	$ 4,831	$ 1,871
Receivables from restaurants and customers	1,173	1,991
Accounts receivable	6,004	3,862
Less: allowance for doubtful accounts and chargebacks	(340)	(175)
Accounts receivable, net	$ 5,664	$ 3,687	$ 2,124

Accounts Receivable - Additiona

Accounts Receivable - Additional Information (Details) $ in Thousands	3 Months Ended
	Sep. 30, 2019USD ($)
Setup and Integration Fees
Accounts Notes And Loans Receivable [Line Items]
Accounts receivable write-off	$ 797

Intangibles Assets and Goodwi_3

Intangibles Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Intangible Assets [Line Items]
Accumulated Amortization	$ (12,584)	$ (536)
Accumulated Impairment	(68,857)	(589)
Intangible Assets, Net	26,425
Gross Carrying Amount	107,871	1,386
Intangible Assets, Net	26,430	261
Software
Intangible Assets [Line Items]
Gross Carrying Amount	20,513	1,239
Accumulated Amortization	(3,734)	(536)
Accumulated Impairment	(11,479)	(589)
Intangible Assets, Net	5,300	114
Trademarks/Trade name/Patents
Intangible Assets [Line Items]
Gross Carrying Amount	5,405	5
Accumulated Amortization	(1,275)
Intangible Assets, Net	4,130	5
Customer Relationships
Intangible Assets [Line Items]
Gross Carrying Amount	81,953	142
Accumulated Amortization	(7,575)
Accumulated Impairment	(57,378)
Intangible Assets, Net	$ 17,000	$ 142

Intangibles Assets and Goodwi_4

Intangibles Assets and Goodwill - Additional Information (Details) - USD ($) $ in Thousands

Jun. 18, 2019

Jan. 17, 2019

Sep. 30, 2019

Jul. 31, 2019

Sep. 30, 2019

Sep. 30, 2018

Sep. 30, 2019

Sep. 30, 2018

Jun. 30, 2019

Mar. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

Intangible Assets [Line Items]

Amortization expense

$ 4,328

$ 28

$ 12,573

$ 58

Goodwill

$ 106,734

106,734

106,734

$ 106,734

$ 1,408

$ 1,408

Non-cash pre-tax intangible asset impairment loss

71,982

Non-cash pre-tax impairment loss

191,194

Goodwill impairment

119,212

119,212

$ 0

Capitalized cost, impairment loss

852

Goodwill Impairment

Intangible Assets [Line Items]

Goodwill impairment

$ 119,212

Intangible And Other Asset Impairment

Intangible Assets [Line Items]

Non-cash pre-tax intangible asset impairment loss

71,982

Customer Relationships

Intangible Assets [Line Items]

Non-cash pre-tax intangible asset impairment loss

57,295

Capitalized cost, impairment loss

3,815

Impairment loss

18

Developed Technology

Intangible Assets [Line Items]

Non-cash pre-tax intangible asset impairment loss

$ 10,872

BiteSquad.com, LLC

Intangible Assets [Line Items]

Identifiable intangible assets acquired, value

$ 104,400

Goodwill

224,538

$ 224,538

BiteSquad.com, LLC | Trade Names

Intangible Assets [Line Items]

Indefinite-lived intangible assets acquired

$ 5,400

BiteSquad.com, LLC | Customer Relationships

Intangible Assets [Line Items]

Identifiable intangible assets acquired, value

$ 81,000

81,000

953

BiteSquad.com, LLC | Developed Technology

Intangible Assets [Line Items]

Identifiable intangible assets acquired, value

$ 18,000

BiteSquad.com, LLC | Software

Intangible Assets [Line Items]

Identifiable intangible assets acquired, value

$ 250

Go Go Grocer LLC | Customer Relationships

Intangible Assets [Line Items]

Impairment loss

$ 83

Intangibles Assets and Goodwi_5

Intangibles Assets and Goodwill - Schedule of Estimated Future Amortization Expense of Intangible Assets (Details) $ in Thousands	Sep. 30, 2019USD ($)
Goodwill And Intangible Assets Disclosure [Abstract]
The remainder of 2019	$ 1,488
2020	5,936
2021	5,928
2022	4,137
2023	2,561
Thereafter	6,375
Intangible Assets, Net	$ 26,425

Intangibles Assets and Goodwi_6

Intangibles Assets and Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Goodwill And Intangible Assets Disclosure [Abstract]
Beginning balance	$ 1,408	$ 1,408
Acquisition during the period	224,538	0
Impairment during the period	(119,212)
Ending balance	$ 106,734	$ 1,408

Other Current Liabilities - Sch

Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Other Liabilities Disclosure [Abstract]
Accrued advertising expenses	$ 3,628	$ 887
Accrued legal contingency	2,000
Accrued sales tax payable	848
Other current liabilities	8,631	3,621
Total other current liabilities	$ 15,107	$ 4,508

Debt - Schedule of Debt Obligat

Debt - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Sep. 27, 2019	Jun. 26, 2019	Dec. 31, 2018	Jun. 04, 2018
Debt Instrument [Line Items]
Long-term debt, gross	$ 129,232		$ 5,032	$ 85,000	$ 2,172
Total long-term debt	120,884			80,985
Short-term loans	3,193			658
Total outstanding debt	124,077			81,643
Term Loans
Debt Instrument [Line Items]
Long-term debt, gross	68,301			25,000
Less: unamortized debt issuance costs	(5,530)			(2,268)
Promissory Note
Debt Instrument [Line Items]
Long-term debt, gross	264	$ 500
Notes
Debt Instrument [Line Items]
Long-term debt, gross	60,667			60,000
Less: unamortized debt issuance costs	$ (2,818)			$ (1,747)

Debt - Additional Information (

Debt - Additional Information (Details)	Jun. 26, 2019USD ($)	May 21, 2019USD ($)$ / shares	Nov. 15, 2018USD ($)$ / shares	Jun. 04, 2018USD ($)	Sep. 30, 2019USD ($)$ / shares	Jun. 30, 2019USD ($)	Sep. 30, 2018USD ($)	Jun. 30, 2019USD ($)	Sep. 30, 2019USD ($)$ / shares	Sep. 30, 2018USD ($)	Sep. 27, 2019USD ($)Installment	Jan. 17, 2019USD ($)	Dec. 31, 2018USD ($)	May 04, 2014$ / shares
Debt Instrument [Line Items]
Interest expense, related outstanding debt					$ 2,775,000		$ 441,000		$ 6,570,000	$ 903,000
Debt instrument, face amount			$ 25,000,000
Debt instrument, maturity date	Apr. 1, 2020
Debt instrument stated interest rate	4.08%		7.00%	3.39%								7.125%
Debt instrument consolidated minimum liquidity amount		$ 15,000,000
Warrants issued to purchase common stock per share | $ / shares		$ 12.51	$ 13		$ 12.51				$ 12.51					$ 0.01
Debt conversion, description									The Notes include customary anti-dilution protection, including broad-based weighted average adjustments for issuances of additional shares (down-round features).
Gain on extinguishment of debt									$ 1,897,000
Convertible Promissory Notes, par	$ 5,032,000			$ 2,172,000	$ 129,232,000				129,232,000				$ 85,000,000
Short term loan outstanding					3,193,000				3,193,000				658,000
Loan repayment date				Mar. 21, 2019
Convertible Notes Payable
Debt Instrument [Line Items]
Debt instrument, face amount			$ 60,000,000		60,667,000				$ 60,667,000
Debt instrument, maturity date									Nov. 15, 2022
Debt instrument stated interest rate		1.00%
Debt instrument, interest rate, effective percentage		7.77%
Paid in kind interest amount								$ 205,000	$ 462,000
Debt instrument revised stated interest rate		6.00%
Gain on extinguishment of debt						$ 1,897,000
Debt Facility
Debt Instrument [Line Items]
Debt instrument, interest rate, effective percentage												10.46%
Original Term Loans and Additional Term Loans
Debt Instrument [Line Items]
Debt instrument, maturity date			Nov. 15, 2022
Term Loans
Debt Instrument [Line Items]
Convertible Promissory Notes, par					68,301,000				68,301,000				$ 25,000,000
Term Loans | Debt Facility
Debt Instrument [Line Items]
Debt instrument, face amount					68,301,000				68,301,000
Paid in kind interest amount									1,221,000
Promissory Note
Debt Instrument [Line Items]
Debt instrument stated interest rate											10.00%
Convertible Promissory Notes, par					264,000				264,000		$ 500,000
Number of installments | Installment											24
Debt instrument, fair value											$ 452,000
Promissory Note | Other Current Liabilities
Debt Instrument [Line Items]
Debt instrument, current portion					$ 188,000				$ 188,000
Intermediate Holdings and Waitr Inc. | Additional Term Loans | Senior Secured First Priority Term Loan
Debt Instrument [Line Items]
Debt instrument, face amount												$ 42,080,000

Debt - Series 2018 Convertible

Debt - Series 2018 Convertible Promissory Notes - Additional Information (Details) - USD ($)	Mar. 15, 2018	Sep. 30, 2019	Sep. 30, 2018	Jun. 26, 2019	Jan. 17, 2019	Nov. 15, 2018	Jun. 04, 2018
Debt Instrument [Line Items]
Debt instrument, face amount						$ 25,000,000
Proceeds from convertible notes issuance		$ 0	$ 1,410,000
Debt instrument stated interest rate				4.08%	7.125%	7.00%	3.39%
Series 2018 Notes
Debt Instrument [Line Items]
Debt instrument, term	24 months
Debt instrument, face amount	$ 2,470,000
Proceeds from convertible notes issuance	1,410,000
Promissory notes issued for advertising services receivable	$ 1,000,000
Debt instrument stated interest rate	8.00%
Series 2018 Notes | Indie Plate Limited Liability Company
Debt Instrument [Line Items]
Promissory notes issued for asset acquisition	$ 60,000

Derivatives - Amount of Gain Re

Derivatives - Amount of Gain Recognized In Consolidated Statements of Operations on Derivatives Not Designated as Hedging Instruments (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2018
Derivative Instruments And Hedging Activities Disclosure [Abstract]
Gain on derivatives	$ (9)	$ (336)

Deferred Revenue - Additional I

Deferred Revenue - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017
Contract with customer, cumulative adjustment to setup and integration fee revenue	$ 3,005
Setup and Integration Fees
Deferred revenue					$ 4,670	$ 2,358
Recognition of deferred revenue	523	$ 811	$ 2,627	$ 1,780
Accounts receivable write-off	797
Revenue expected to be recognized from remaining performance obligations	$ 767		$ 767

Deferred Revenue - Additional_2

Deferred Revenue - Additional Information (Details 1) - Setup and Integration Fees $ in Thousands	Sep. 30, 2019USD ($)
Revenue expected to be recognized from remaining performance obligations	$ 767
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-10-01
Revenue expected to be recognized from remaining performance obligations	$ 979
Revenue, remaining performance obligation, recognition period	12 months

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Tax Disclosure [Abstract]
Income tax expense	$ 30	$ 4	$ 60	$ 38

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands	Nov. 27, 2017	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Loss Contingencies [Line Items]
Total asserted claim plus estimated accrued interest and penalties amount		$ 300		$ 300
Accrued workers’ compensation liability		542		542		$ 908
General and administrative expense		12,817	$ 6,312	44,115	$ 17,667
Other Current Liabilities
Loss Contingencies [Line Items]
Accrued reserve in connection with suits		2,000		2,000
GIC Claims
Loss Contingencies [Line Items]
Accrued workers’ compensation liability		818		818		$ 1,317
Workers’ Compensation Liability
Loss Contingencies [Line Items]
General and administrative expense		$ 0	$ 157	$ 0	$ 157
Workers’ Compensation Liability | LIGA
Loss Contingencies [Line Items]
Exceeded the threshold determining eligibility for claims coverage	$ 25,000

Fair Value Measurement - Additi

Fair Value Measurement - Additional Information (Details) $ in Thousands	May 21, 2019USD ($)
Notes
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Estimated fair value	$ 56,894
Fair value hierarchy level [Extensible List]	us-gaap:FairValueInputsLevel3Member
Valuation technique [Extensible List]	wtrh:GoldmanSachsConvertibleBondModelMember
Notes | Volatility Assumption
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Measurement inputs	0.54
Notes | Estimated Yield
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Measurement inputs	0.1329
Term Loans
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Estimated fair value	$ 61,014
Fair value hierarchy level [Extensible List]	us-gaap:FairValueInputsLevel3Member
Valuation technique [Extensible List]	wtrh:BlackDermanToyLatticeBondPricingModelMember
Term Loans | Estimated Yield
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Measurement inputs	0.1072

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details) - USD ($)	Jun. 18, 2019	May 21, 2019	Jan. 17, 2019	May 14, 2014	Sep. 30, 2019	Jun. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Nov. 15, 2018	May 04, 2014
Class Of Stock [Line Items]
Common stock, shares authorized					249,000,000			249,000,000		249,000,000
Common stock, shares issued					76,150,920			76,150,920		54,035,538
Common stock, shares outstanding					76,150,920			76,150,920		54,035,538
Common stock, par value					$ 0.0001			$ 0.0001		$ 0.0001
Number of votes per share								one vote per share
Preferred stock shares authorized					1,000,000			1,000,000		1,000,000
Preferred stock par value					$ 0.0001			$ 0.0001		$ 0.0001
Preferred stock, shares issued					0			0		0
Preferred stock, shares outstanding					0			0		0
Gross proceeds from issuance of common stock								$ 50,002,000	$ 0
Public warrants outstanding												406,337
Warrants exercisable for number of shares of common stock					399,726			399,726			384,615
Warrants issued to purchase common stock per share		$ 12.51			$ 12.51			$ 12.51			$ 13	$ 0.01
Debt warrant expiration term											4 years
Vesting percentage of warrants												12.50%
Class of warrant or right issued												405,884
Stock issued to cover warrant cost				453
General and administrative					$ 12,817,000		$ 6,312,000	$ 44,115,000	17,667,000
2014 Warrants
Class Of Stock [Line Items]
General and administrative					$ 0		$ 0	$ 0	$ 0
Warrant Exchange Offer
Class Of Stock [Line Items]
Public warrants outstanding					25,000,000			25,000,000
Warrants exchanged for common stock shares						4,494,889
Intermediate Holdings and Waitr Inc. | Common Stock | Additional Term Loans
Class Of Stock [Line Items]
Shares issued to lenders in connection with debt			325,000
BiteSquad.com, LLC
Class Of Stock [Line Items]
Common stock, par value			$ 0.0001
Shares transferred at closing	10,592,000
BiteSquad.com, LLC | Common Stock
Class Of Stock [Line Items]
Shares transferred at closing			10,591,968
Follow-on Public Offering
Class Of Stock [Line Items]
Common stock, shares issued		6,757,000
Stock issued, price per share		$ 7.40
Gross proceeds from issuance of common stock		$ 50,002,000

Loss Per Share Attributable t_3

Loss Per Share Attributable to Common Stockholders - Additional Information (Details)	Nov. 15, 2018	Sep. 30, 2018	Sep. 30, 2018
Waitr Incorporated
Business combination share exchange ratio	0.8970953	0.8970953	0.8970953

Loss Per Share Attributable t_4

Loss Per Share Attributable to Common Stockholders - Schedule of Calculation of Basic and Diluted Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Numerator:
Net loss	$ (220,104)	$ (6,515)	$ (269,705)	$ (17,341)
Gain on extinguishment of debt			1,897
Net loss attributable to common stockholders – basic and diluted	$ (220,104)	$ (6,515)	$ (267,808)	$ (17,341)
Denominator:
Weighted average common shares outstanding – basic and diluted	76,145,317	10,145,527	71,071,777	10,064,560
Loss per share – basic and diluted	$ (2.89)	$ (0.64)	$ (3.77)	$ (1.72)

Loss Per Share Attributable t_5

Loss Per Share Attributable to Common Stockholders - Schedule of Potentially Dilutive Common Stock Equivalents at Each Year End (Details) - shares	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Potentially dilutive securities:
Potentially dilutive securities at period end	4,020,933	18,503,500
Stock Options
Potentially dilutive securities:
Stock Options and Warrants	664,679	4,087,919
Restricted Stock Units
Potentially dilutive securities:
Stock Options and Warrants	2,956,528
Warrants
Potentially dilutive securities:
Stock Options and Warrants	399,726	436,531
Convertible Preferred Stock: Seed I
Potentially dilutive securities:
Convertible Preferred Stock		3,413,235
Convertible Preferred Stock: Seed II
Potentially dilutive securities:
Convertible Preferred Stock		3,301,326
Convertible Preferred Stock: Seed AA
Potentially dilutive securities:
Convertible Preferred Stock		7,264,489

Loss Per Share Attributable t_6

Loss Per Share Attributable to Common Stockholders - Schedule of Potentially Dilutive Common Stock Equivalents at Each Year End (Parenthetical) (Details) - Warrants - shares	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Repaid warrants associated with line of credit	399,726	436,531
Line of Credit
Repaid warrants associated with line of credit		30,194

Related-Party Transaction - Add

Related-Party Transaction - Additional Information (Details)	Nov. 15, 2018shares
2018 Omnibus Incentive Plan
Related Party Transaction [Line Items]
Restricted shares, awarded for consulting agreement	150,000

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) $ in Thousands	Nov. 05, 2019Employee	Dec. 31, 2019USD ($)	Oct. 11, 2019BoardMember
Scenario Forecast
Subsequent Event [Line Items]
One-time severance charge | $		$ 1,500
Subsequent Event
Subsequent Event [Line Items]
Number of board members resignation | BoardMember			2
Reduction in number of corporate employee | Employee	300