Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 03, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | WAITR HOLDINGS INC. | ||
Entity Central Index Key | 0001653247 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 269,266,004 | ||
Trading Symbol | WTRH | ||
Entity Common Stock, Shares Outstanding | 111,523,854 | ||
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 $0.0001 Per Share | ||
Security Exchange Name | NASDAQ | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated by Reference | Certain information required to be disclosed in Part III of this report is incorporated by reference from the registrant’s definitive proxy statement or an amendment to this report, which will be filed with the SEC not later than 120 days after the end of the fiscal year covered by this report. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash | $ 84,706 | $ 29,317 |
Accounts receivable, net | 2,954 | 3,272 |
Capitalized contract costs, current | 737 | 199 |
Prepaid expenses and other current assets | 6,657 | 8,329 |
TOTAL CURRENT ASSETS | 95,054 | 41,117 |
Property and equipment, net | 3,503 | 4,072 |
Capitalized contract costs, noncurrent | 2,429 | 772 |
Goodwill | 106,734 | 106,734 |
Intangible assets, net | 23,924 | 25,761 |
Other noncurrent assets | 588 | 517 |
TOTAL ASSETS | 232,232 | 178,973 |
CURRENT LIABILITIES | ||
Accounts payable | 4,382 | 4,384 |
Restaurant food liability | 4,301 | 5,612 |
Accrued payroll | 4,851 | 5,285 |
Short-term loans for insurance financing | 2,726 | 3,612 |
Deferred revenue, current | 141 | 414 |
Income tax payable | 122 | 51 |
Other current liabilities | 13,781 | 13,293 |
TOTAL CURRENT LIABILITIES | 30,304 | 32,651 |
Long-term debt | 94,372 | 123,244 |
Accrued medical contingency | 16,987 | 17,203 |
Accrued workers’ compensation liability | 0 | 102 |
Deferred revenue, noncurrent | 0 | 45 |
Other noncurrent liabilities | 2,473 | 325 |
TOTAL LIABILITIES | 144,136 | 173,570 |
Commitments and contingent liabilities (Note 12) | 0 | 0 |
STOCKHOLDERS’ EQUITY: | ||
Common stock, $0.0001 par value; 249,000,000 shares authorized and 111,259,037 and 76,579,175 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | 11 | 8 |
Additional paid in capital | 451,991 | 385,137 |
Accumulated deficit | (363,906) | (379,742) |
TOTAL STOCKHOLDERS’ EQUITY | 88,096 | 5,403 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 232,232 | $ 178,973 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
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 | 111,259,037 | 76,579,175 |
Common stock, shares outstanding | 111,259,037 | 76,579,175 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
REVENUE | $ 204,328 | $ 191,675 | $ 69,273 |
COSTS AND EXPENSES: | |||
Operations and support | 109,240 | 147,759 | 51,428 |
Sales and marketing | 12,242 | 52,370 | 15,695 |
Research and development | 4,262 | 7,718 | 3,913 |
General and administrative | 42,982 | 56,862 | 31,148 |
Depreciation and amortization | 8,377 | 15,774 | 1,223 |
Goodwill impairment | 0 | 119,212 | 0 |
Intangible and other asset impairments | 30 | 73,251 | 0 |
Loss on disposal of assets | 20 | 36 | 9 |
TOTAL COSTS AND EXPENSES | 177,153 | 472,982 | 103,416 |
INCOME (LOSS) FROM OPERATIONS | 27,175 | (281,307) | (34,143) |
OTHER EXPENSES (INCOME) AND LOSSES (GAINS), NET | |||
Interest expense | 9,458 | 9,408 | 1,822 |
Interest income | (102) | (1,037) | (406) |
Gain on derivatives | (337) | ||
Gain on debt extinguishment | 0 | 0 | (486) |
Other expense | 1,861 | 1,547 | 17,507 |
NET INCOME (LOSS) BEFORE INCOME TAXES | 15,958 | (291,225) | (52,243) |
Income tax expense (benefit) | 122 | 81 | (427) |
NET INCOME (LOSS) | $ 15,836 | $ (291,306) | $ (51,816) |
INCOME (LOSS) PER SHARE: | |||
Basic | $ 0.16 | $ (4) | $ (3.29) |
Diluted | $ 0.15 | $ (4) | $ (3.29) |
Weighted average shares used to compute net income (loss) per share: | |||
Weighted average common shares outstanding – basic | 98,095,081 | 72,404,020 | 15,745,065 |
Weighted average common shares outstanding – diluted | 108,175,022 | 72,404,020 | 15,745,065 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | GoGoGrocer | Preferred Seed I | Preferred Seed II | Preferred Seed AA | Common Stock | Common StockGoGoGrocer | Additional Paid-in Capital | Additional Paid-in CapitalGoGoGrocer | 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 income (loss) | (51,816) | (51,816) | ||||||||
Exercise of stock options | 97 | 97 | ||||||||
Exercise of stock options (in shares) | 562,028 | |||||||||
Vested Waitr options exchanged for common stock ( in shares) | 3,018,553 | |||||||||
Line of Credit Warrant exercises | 380 | 380 | ||||||||
Line of credit warrant exercises (in shares) | 37,735 | |||||||||
2014 Warrants exchanged for common stock (in shares) | 405,884 | |||||||||
Conversion of preferred stock to common stock (in shares) | (3,413,235) | (3,301,326) | (7,264,489) | 13,979,050 | ||||||
Debt Warrants issued in connection with Luxor term loan | 1,569 | 1,569 | ||||||||
Conversion of convertible notes to common stock | 5,360 | 5,360 | ||||||||
Conversion of convertible notes to common stock (in shares) | 2,062,354 | |||||||||
Waitr shares redeemed for cash | (71,683) | (71,683) | ||||||||
Waitr shares redeemed for cash (in shares) | (7,168,303) | |||||||||
Merger recapitalization (see Note 3) | 214,858 | $ 5 | 214,853 | |||||||
Merger recapitalization (see Note 3) (in shares) | 31,203,841 | |||||||||
Stock-based compensation | 9,580 | 9,580 | ||||||||
Stock issued as consideration in asset acquisition | $ 142 | $ 142 | ||||||||
Stock issued as consideration in GoGoGrocer asset acquisition (in shares) | 16,311 | |||||||||
Cancellation of stock (in shares) | (132,095) | |||||||||
Equity compensation on Requested Amendment | 3,359 | 3,359 | ||||||||
Equity issued in exchange for services | 120 | 120 | ||||||||
Discount on convertible notes due to beneficial conversion feature | 1,530 | 1,530 | ||||||||
Balances at Dec. 31, 2018 | 111,986 | $ 5 | 200,417 | (88,436) | ||||||
Balance (Shares) at Dec. 31, 2018 | 54,035,538 | |||||||||
Net income (loss) | (291,306) | (291,306) | ||||||||
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) | 496,654 | |||||||||
Taxes paid related to net settlement on stock-based compensation | (811) | (811) | ||||||||
Taxes paid related to net settlement on stock-based compensation (in shares) | (121,874) | |||||||||
Stock-based compensation | 7,238 | 7,238 | ||||||||
Equity issued in exchange for services | 120 | 120 | ||||||||
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 Dec. 31, 2019 | 5,403 | $ 8 | 385,137 | (379,742) | ||||||
Balance (Shares) at Dec. 31, 2019 | 76,579,175 | |||||||||
Net income (loss) | 15,836 | 15,836 | ||||||||
Exercise of stock options and vesting of restricted stock units | 45 | 45 | ||||||||
Exercise of stock options and vesting of restricted stock units (in shares) | 779,060 | |||||||||
Taxes paid related to net settlement on stock-based compensation | (1,077) | (1,077) | ||||||||
Stock-based compensation | 5,166 | 5,166 | ||||||||
Stock issued for conversion of Notes | 12,026 | $ 1 | 12,025 | |||||||
Stock issued for conversion of Notes (in shares) | 9,328,362 | |||||||||
Stock issued for settlement of legal contingency | 3,023 | 3,023 | ||||||||
Stock issued for settlement of legal contingency (in shares) | 873,720 | |||||||||
Stock issued as consideration in asset acquisition | 100 | 100 | ||||||||
Issuance of common stock | 47,574 | $ 2 | 47,572 | |||||||
Issuance of common stock (in shares) | 23,698,720 | |||||||||
Balances at Dec. 31, 2020 | $ 88,096 | $ 11 | $ 451,991 | $ (363,906) | ||||||
Balance (Shares) at Dec. 31, 2020 | 111,259,037 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 15,836 | $ (291,306) | $ (51,816) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Non-cash interest expense | 5,925 | 5,674 | 1,206 |
Non-cash advertising expense | 0 | 397 | 603 |
Stock-based compensation | 5,166 | 7,238 | 12,939 |
Equity issued in exchange for services | 0 | 120 | 120 |
Loss on disposal of assets | 20 | 36 | 9 |
Depreciation and amortization | 8,377 | 15,774 | 1,223 |
Goodwill impairment | 0 | 119,212 | 0 |
Intangible and other asset impairments | 30 | 73,251 | 0 |
Amortization of capitalized contract costs | 495 | 1,637 | 1,513 |
Write-off of notes receivable | 388 | 0 | 0 |
Gain on derivatives | 0 | 0 | (337) |
Gain on debt extinguishment | 0 | 0 | (486) |
Other non-cash (income) expense | (12) | (68) | 75 |
Changes in assets and liabilities: | |||
Accounts receivable | 232 | 2,143 | (1,563) |
Capitalized contract costs | (2,690) | (4,579) | (2,785) |
Prepaid expenses and other current assets | 1,355 | (2,676) | (3,789) |
Other noncurrent assets | (142) | 0 | 0 |
Accounts payable | (2) | 1,604 | 1,580 |
Restaurant food liability | (1,311) | 4,475 | 170 |
Deferred revenue | (318) | (4,210) | 2,312 |
Income tax payable | 71 | 26 | (427) |
Accrued payroll | (434) | 1,104 | 2,105 |
Accrued medical contingency | (216) | (680) | 17,883 |
Accrued workers’ compensation liability | (102) | (161) | (988) |
Other current liabilities | 3,630 | (2,617) | 4,481 |
Other noncurrent liabilities | 2,147 | 129 | 130 |
Net cash provided by (used in) operating activities | 38,445 | (73,477) | (15,842) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (1,555) | (1,636) | (3,750) |
Internally developed software | (3,982) | (1,805) | 0 |
Other acquisitions | (628) | (695) | (11) |
Collections on notes receivable | 21 | 94 | 0 |
Proceeds from sale of property and equipment | 19 | 34 | 0 |
Net cash used in investing activities | (6,125) | (196,576) | (3,761) |
Cash flows from financing activities: | |||
Proceeds from issuance of stock | 48,314 | 50,002 | 0 |
Equity issuance costs | (740) | (4,179) | 0 |
Payments on long-term loans | (22,594) | 0 | 0 |
Borrowings under short-term loans for insurance financing | 4,753 | 7,875 | 2,172 |
Payments on short-term loans for insurance financing | (5,632) | (4,931) | (1,514) |
Proceeds from exercise of stock options | 45 | 4 | 97 |
Taxes paid related to net settlement on stock-based compensation | (1,077) | (811) | 0 |
Proceeds from Notes and Term Loans | 0 | 42,080 | 85,000 |
Debt issuance costs | 0 | 0 | (3,050) |
Borrowings on line of credit | 0 | 0 | 5,000 |
Payments on line of credit | 0 | 0 | (5,000) |
Proceeds from convertible notes issuance | 0 | 0 | 1,470 |
Repayment of Series 2017 and Series 2018 notes | 0 | 0 | (3,207) |
Proceeds from warrant exercises | 0 | 0 | 380 |
Cash received from Landcadia Holdings | 0 | 0 | 215,331 |
Waitr shares redeemed for cash | 0 | (10) | (71,683) |
Net cash provided by financing activities | 23,069 | 90,030 | 224,996 |
Net change in cash | 55,389 | (180,023) | 205,393 |
Cash, beginning of period | 29,317 | 209,340 | 3,947 |
Cash, end of period | 84,706 | 29,317 | 209,340 |
Supplemental disclosures of cash flow information: | |||
Cash paid during the period for state income taxes | 64 | 74 | 31 |
Cash paid during the period for interest | 3,533 | 3,734 | 616 |
Supplemental disclosures of non-cash investing and financing activities: | |||
Conversion of convertible notes to stock | 12,026 | 0 | 0 |
Stock issued in connection with legal settlement | 3,023 | 0 | 0 |
Accrued consideration for acquisitions | 225 | 0 | 0 |
Equity consideration in acquisitions | 100 | 868 | 142 |
Seller-financed payables related to other acquisitions | 0 | 868 | 0 |
Stock issued as consideration for acquisition | 126,574 | ||
Stock issued in connection with Additional Term Loans | 0 | 3,884 | 0 |
Non-cash gain on debt extinguishment | 0 | 1,897 | 0 |
Bifurcated embedded derivatives | 0 | 0 | 87 |
Discount on convertible notes due to beneficial conversion feature | 0 | 0 | 1,530 |
Warrants issued | 0 | 0 | 1,612 |
Preferred Stock | |||
Supplemental disclosures of non-cash investing and financing activities: | |||
Conversion of convertible notes to stock | 0 | 0 | 8,681 |
Indie Plate Limited Liability Company | |||
Supplemental disclosures of non-cash investing and financing activities: | |||
Debt assumed in IndiePlate asset acquisition | 0 | 0 | 60 |
BiteSquad.com, LLC | |||
Cash flows from investing activities: | |||
Acquisition of Bite Squad, net of cash acquired | 0 | (192,568) | 0 |
Supplemental disclosures of non-cash investing and financing activities: | |||
Stock issued as consideration for acquisition | $ 0 | $ 126,574 | $ 0 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2020 | |
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 ordering technology platform, providing delivery, carryout and dine-in options, connecting restaurants, drivers and diners in cities across the United States. In January 2019, Waitr acquired BiteSquad.com, LLC (“Bite Squad”), which also operates an online ordering technology platform. The Company connects restaurants, diners and drivers via Waitr’s and Bite Squad’s mobile applications (the “Platforms”). The Company’s Platforms allow consumers to browse local restaurants and menus, track order and delivery status, and securely store previous orders for ease of use and convenience. Restaurants benefit from the online Platforms through increased exposure to consumers for expanded business in the delivery market and carryout sales. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
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 consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”). References to the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) included hereafter refer to the ASC and ASUs established by the Financial Accounting Standards Board (the “FASB”) as the source of authoritative GAAP. During the third quarter of 2020, the Company identified and corrected an immaterial error related to the understatement of an accrued medical contingency that affected previously issued consolidated financial statements. In order to present the impact of the updated estimated liability for the claim, previously issued financial statements have been revised. See Note 11 – Correction of Prior Period Error Reclassifications Certain amounts from prior periods have been reclassified to conform to the current period presentation. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and all wholly owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and judgments relied upon in preparing these consolidated financial statements affect the following items: • incurred loss estimates under our insurance policies with large deductibles or retention levels; • loss exposure related to claims such as the Medical Contingency (see Note 11 – Correction of Prior Period Error ); • income taxes; • useful lives of tangible and intangible assets; • equity compensation; • contingencies; • goodwill and other intangible assets, including the recoverability of intangible assets with finite lives and other long-lived assets; 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. Impact of COVID-19 on our Business In December 2019, an outbreak of a new strain of coronavirus (“COVID-19”) began in Wuhan, Hubei Province, China. In March 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets. The potential impacts and duration of the COVID-19 pandemic on the global economy and on the Company’s business, in particular, are uncertain and may be difficult to assess or predict at this time. The pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, which may reduce the Company’s ability to access capital and continue to operate effectively. The COVID-19 pandemic could also reduce the demand for the Company’s services, and a prolonged recession or additional financial market corrections resulting from the spread of COVID-19, including an increase in the number of COVID-19 cases, could adversely affect demand for the Company’s services. Additionally, in response to the COVID-19 pandemic, several jurisdictions have implemented or are considering implementing fee caps, fee disclosure requirements and similar measures that could negatively impact the Company’s financial results. To the extent that the COVID-19 pandemic adversely impacts the Company’s business, results of operations, liquidity or financial condition, it may also have the effect of heightening many of the other risks described in Part I, Item 1A. Risk Factors of this Form 10-K. Waitr has thus far been able to operate during the COVID-19 pandemic. Restrictions on in-restaurant dining have resulted in restaurants utilizing delivery services and has had a positive impact on our business. We have taken several steps to help protect and support our restaurant partners, diners, independent contractor drivers and our employees during the COVID-19 outbreak, including offering no-contact delivery in select markets, offering no-contact grocery delivery in select markets, working with certain restaurant partners to waive diner delivery fees, deploying free marketing programs for certain restaurants and providing masks, gloves and hand sanitizer to drivers. We continue to monitor the impact of the COVID-19 global outbreak, although there remains significant uncertainty related to the public health and the global economic situation. Business Combinations The Company accounts for business combinations under the acquisition method of accounting, in accordance with ASC Topic 805, Business Combinations Cash Cash consists of demand deposits with financial institutions, as well as cash owed to restaurants on the Platforms. As of December 31, 2020, the Company had cash totaling $84,706. The Company has a compensating balance arrangement with its financial institution related to a letter of credit. As of December 31, 2020, cash supporting the outstanding letter of credit was $3,191. Certain restaurants on the Platforms receive their portion of payments collected through the Company’s Platforms less frequently than daily. Upon receipt of the restaurants’ cash, the Company records an offsetting liability. As of December 31, 2020, our restaurant liability was $4,301. The Company regularly maintains cash in excess of federally insured limits at financial institutions. The Company makes such deposits with entities it believes are of high credit quality and has not incurred any losses related to these balances. Management believes its credit risk, with respect to these financial institutions, to be minimal. Accounts Receivable and Allowance for Doubtful Accounts and Chargebacks Accounts receivable is primarily comprised of credit card receivables due from the credit card processor. Credit card payments on orders made through the Platforms are generally remitted to the Company in one to six days from the date revenue is generated. Accounts receivable are stated net of an allowance for doubtful accounts, determined by management through an evaluation of specific accounts, considering historical experience, aging of accounts receivable, and information regarding the creditworthiness of the customers. When it becomes probable that the receivable will not be collected, the balance is written off. The Company performs periodic credit evaluations of the financial condition of customers, monitors collections and payments from customers, and generally does not require collateral. Additionally, the Company is liable for uncollected credit card receivables (or “chargebacks”), including fraudulent orders, when a consumer’s card is authorized but fails to process and for other unpaid credit card receivables. Chargebacks are recorded as a reduction of the revenue recorded for the transaction. Advertising Costs The costs of advertising are generally expensed as incurred, or in certain cases, advertising costs are capitalized and expensed when the advertisement first takes place. The accounting policy selected from these two alternatives is applied consistently to similar kinds of advertising activities. For the years ended December 31, 2020, 2019 and 2018, the Company recognized expense attributable to advertising totaling $2,749, $31,232 and $5,322, respectively. Advertising costs are included in sales and marketing expense on the Company’s consolidated statements of operations. Property and Equipment, net Property and equipment, net is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Useful lives of each asset class are as follows: Equipment 3 years Furniture 5 years Leasehold improvements 7 years Maintenance and repair costs are expensed as incurred. Major improvements, which extend the useful life of the related asset, are capitalized. When these assets are sold or otherwise disposed of, the asset and related depreciation are relieved and any gain or loss is included in the consolidated statements of operations for the period of sale or disposal. Intangible Assets Internally Developed Software The Company incurs expenses associated with software development of new features and functionality, which includes wages, employee benefits, and other compensation-related expenses associated with these improvements. Additionally, the Company incurs third-party development and programming costs. Costs of Software to Be Sold, Leased, or Marketed The Company accounts for costs incurred to develop its externally-marketed platforms in accordance with ASC Topic 985-20 , Software — Costs of Software to Be Sold, Leased, or Marketed Internal Use Software The Company also capitalizes costs to develop or purchase internal-use software in accordance with ASC Topic 350-40, Intangibles, Goodwill and Other — Internal-Use Software Customer Relationships The Company records customer relationship intangible assets at fair value as of the date of acquisition and amortizes the costs on a straight-line basis over their estimated useful lives. The Company’s customer relationship intangible assets have useful lives of 7.5 years. Trademarks/Trade name The Company records trademarks and tradename intangible assets at fair value as of the date of acquisition and amortizes the costs on a straight-line basis over their estimated useful lives. 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 asset is being amortized over its estimated useful life of 3 years . Impairment of Long-Lived and Other Intangible Assets The Company reviews the recoverability of its long-lived assets, including acquired technology, capitalized software costs, and property and equipment, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. Recoverability of finite and other long-lived assets is measured by comparing the carrying amount of an asset group to the future undiscounted net cash flows expected to be generated by that asset group. The Company groups assets for purposes of such review at the lowest level for which identifiable cash flows of the asset group are largely independent of the cash flows of the other groups of assets and liabilities. The amount of impairment to be recognized for finite and indefinite-lived intangible assets and other long-lived assets is calculated as the difference between the carrying value and the fair value of the asset group, generally measured by discounting estimated future cash flows based in part on financial results and the Company’s expectation of future performance. Goodwill Goodwill represents the excess purchase price over tangible and intangible assets acquired, less liabilities assumed arising from business combinations. The Company conducts its goodwill impairment test annually as of October 1, or more frequently if indicators of impairment exist. When performing the annual impairment test, the Company may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that goodwill impairment is more likely than not, the Company performs a quantitative impairment test. The Company would recognize an impairment charge for the amount by which the reporting unit’s carrying amount exceeds its fair value, if any, not to exceed the carrying amount of goodwill. Leases The Company accounts for leases under the provisions of ASC Topic 840, Leases The Company’s lease agreements provide for rental payments that increase on an annual basis. The Company recognizes rent expense on operating leases on a straight-line basis over the non-cancellable lease term. Operating leases with landlord-funded leasehold improvements are considered tenant allowances and are amortized as a reduction of rent expense over the non-cancellable lease term. Deferred rent liability, which is calculated as the difference between contractual lease payments and the rent expense, is recorded in other current liabilities and other noncurrent liabilities in the consolidated balance sheets. Stock-Based Compensation The Company measures compensation expense for all stock-based awards, including stock options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”), in accordance with ASC Topic 718, Compensation — Stock Compensation The Company uses an option-pricing model to determine the fair value of stock options. Determining the fair value of stock-based awards at the grant date requires judgment. The determination of the grant date fair value of options using an option-pricing model is affected by the Company’s estimated common stock value, as well as assumptions regarding a number of other complex and subjective variables. These assumptions include: Risk-free rate: Risk-free interest rates are derived from U.S. Treasury securities as of the option grant date. Volatility: Volatility of the Company’s stock price is estimated based on a combination of published historical volatilities of comparable publicly traded companies. Expected term: The expected term calculation for option awards considers a combination of the Company’s historical and estimated future exercise behavior. Forfeiture rate: The Company elects to recognize actual forfeitures of stock-based awards as they occur. If any of the assumptions used in the option-pricing model change significantly, stock-based compensation for future awards may differ materially compared to the awards granted. Debt Issuance Costs The Company incurs debt issuance costs in connection with its debt facilities and related amendments. Amounts paid directly to lenders are classified as issuance costs and are recorded as a reduction of the carrying value of the debt. Debt issuance costs are amortized using the effective interest rate method to interest expense on the Company’s consolidated statements of operations. See Note 9 – Debt Convertible Notes The Company accounts for convertible notes in accordance with ASC Topic 470-20, Debt with Conversion and Other Options Interest Beneficial Conversion Feature If the amount allocated to the convertible notes results in an effective per share conversion price that is less than the fair value of the Company’s common stock on the commitment date, the intrinsic value of this beneficial conversion feature is recorded as a discount to the convertible notes, with a corresponding increase to additional paid in capital. The beneficial conversion feature discount is equal to the difference between the effective conversion price and the fair value of the Company’s common stock at the commitment date, unless limited by the remaining proceeds allocated to the convertible notes. Earnings per Common Share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common stock outstanding during the period, without consideration for common stock equivalents. Diluted earnings (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common stock outstanding during the period and potentially dilutive common stock equivalents, including stock options, RSAs, RSUs and warrants, except in cases where the effect of the common stock equivalent would be antidilutive. Under GAAP, certain instruments granted in stock-based payment transactions are considered participating securities prior to vesting and are therefore required to be included in the earnings allocation in calculating earnings per share under the two-class method. Companies are required to treat unvested stock-based payment awards with a right to receive non-forfeitable dividends as a separate class of securities in calculating earnings per share, except in cases where the effect of the inclusion of the participating securities would be antidilutive. Fair Value Measurements The Company records the fair value of assets and liabilities in accordance with ASC Topic 820, Fair Value Measurement Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 — Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 — Unobservable inputs reflecting the Company’s own assumptions about the inputs used in pricing the asset or liability at fair value. Certain financial instruments are required to be recorded at fair value. Other financial instruments, including cash, are recorded at cost, which approximates fair value. Additionally, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of these financial instruments. Insurance Reserves The Company maintains insurance coverage for business risks in customary amounts believed to be sufficient for our operations, including, but not limited to, workers’ compensation, auto and general liability. These plans contain various retention levels for which we provide accruals based on the aggregate of the liability for claims incurred and an estimate for claims incurred but not reported. We review our estimates of claims costs and adjust our estimates when appropriate. Loss Contingencies The Company is involved in various legal proceedings that arise from the normal course of business activities. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. The Company records a liability when the Company believes that it is both probable that a loss has been incurred and the amount of the loss or a range of loss can be reasonably estimated. If the Company determines that a loss is reasonably possible, the Company discloses the possible loss in the notes to the consolidated financial statements, including the amount of the loss or range of loss if estimable. Significant judgment is required to determine both probability and the estimated amount of loss. The Company reviews developments in contingencies that could affect previously recorded provisions and disclosures related to such contingencies and adjusts these provisions and disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. The Company typically recognizes estimated losses from legal contingencies as other expense in the consolidated statement of operations. Legal fees associated with such actions are expensed as incurred and recognized as general and administrative expense in the consolidated statement of operations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of accounts receivable. From time to time, the Company assesses the credit worthiness of its payment processing service provider and restaurants on the Platforms. Credit risk on accounts receivable is minimized through use of a reputable payment processing service provider as well as a diverse group of restaurants dispersed across several geographic areas. The Company has not experienced material losses related to receivables from individual restaurants or groups of restaurants and is not expecting a change from this historical norm. Additionally, the Company regularly maintains cash in excess of federally insured limits at financial institutions. The Company makes such deposits with entities it believes are of high credit quality and has not incurred any losses related to these balances. Management believes its credit risk, with respect to these financial institutions, to be minimal. Segments The Company operates in a single segment. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company has determined that its Chief Executive Officer is the CODM. To date, the Company’s CODM has made such decisions and assessed performance at the Company-level. 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 our unlimited delivery subscription program, revenue is recognized for the receipt of the monthly fee in the applicable month for which the delivery service applies to. Revenue consists of the following for the periods indicated (in thousands): Year Ended December 31, 2020 2019 2018 Transaction fees $ 203,471 $ 186,189 $ 65,930 Setup and integration fees 453 5,270 2,882 Other 404 216 461 Total Revenue $ 204,328 $ 191,675 $ 69,273 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 P latform s represent s a series of distinct performance obligations satisfied over time that the Company combines into a single performance obligation. Consistent with the recognition objective in ASC Topic 606, Revenue from Contracts with Customers , the variable consideration due to the Company for processing orders is recognized on a daily basis. As an agent of the restaurant in the transaction, the Company recognizes transaction fees earned from the restaurant on the P latform on a net basis. Transaction fees also include a fee charged to the end user customer when they request the order be delivered to their location. Revenue is recognized for d iner fees once the delivery service is completed. The contract period for substantially all restaurant contracts is one month as both the Company and the r estaurant have the ability to unilaterally terminate the contract by providing notice of termination. The Company records a receivable when it has an unconditional right to the consideration. The balance of accounts receivable, net was $2,954 and $3,272 During the years ended December 31, 2019 and 2018, the Company received non-refundable upfront setup and integration fees for onboarding certain restaurants. Setup and integration activities primarily represented administrative activities that allowed the Company to fulfill future performance obligations for these restaurants and did not represent services transferred to the restaurant. However, the non-refundable upfront setup and integration fees charged to restaurants resulted in a performance obligation in the form of a material right related to the restaurant’s option to renew the contract each day rather than provide a notice of termination. Revenue related to setup and integration fees was historically recognized ratably over a two-year period. In connection with modifications to the Company’s fee structure in July 2019, the Company discontinued offering fee arrangements with the upfront, one-time setup and integration fee. The contract modifications in July 2019 and the effect of such modifications on our measure of progress towards the performance obligations resulted in accelerated recognition of deferred revenue related to the modified contracts. Included in revenue during the year ended December 31, 2019 is a cumulative adjustment to setup and integration fee revenue of $3,005, which was previously 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 year ended December 31, 2019, resulting in an impairment loss of $852. The July 2019 contract modifications had no impact on revenue during the year ended December 31, 2020. 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 incentive commissions 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 customer when the amortization period would have been one year or less. As a result of the changes in the terms of the contracts related to the modified fee structure introduced in July 2019, the Company changed its estimate of the useful life of the asset for costs to obtain a contract to better reflect the estimated period in which the asset will remain in service. Effective August 1, 2019, the estimated useful life of the asset for costs to obtain a contract from customers, previously estimated at Deferred costs related to obtaining contracts with restaurants totaled $2,424 and $701 as of December 31, 2020 and 2019, respectively, out of which $567 and $143, respectively, was classified as current. Amortization of expense for the costs to obtain a contract were $397, $606, and $541 for the years ended December 31, 2020, 2019, and 2018, respectively. 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 menu and other 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, the Company changed its 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 year s ended December 31, 2020 and 2019. Deferred costs related to fulfilling contracts with restaurants totaled $742 and $270 as of December 31, 2020 and 2019, respectively, out of which $170 and $56 was classified as current. Amortization of expense for the costs to fulfill a contract were $98, $1,030, and $972 for the years ended December 31, 2020, 2019, and 2018, respectively. Income Taxes The Company files federal and state income tax returns in each of the jurisdictions in which it operates. The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statement and income tax bases of assets and liabilities using the enacted tax rates applicable in a given year. A valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax assets will not be realized. 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. However, scheduling the reversal of existing deferred tax liabilities indicated that a portion of the deferred tax assets are not likely to be realized. Therefore, valuation allowances were established against some, but not all, of the Company’s deferred tax assets. In the event the Company determines that it would be able to realize deferred tax assets that have valuation allowances established, an adjustment to the deferred tax assets would be recognized as a component of income tax expense through continuing operations. The calculation of income tax liabilities involves significant judgment in estimating the impact of uncertainties and complex tax laws. The Company’s tax returns are subject to examination by the various federal and state income-taxing authorities in the normal course of business. Such examinations may result in future assessments of additional tax, interest, and penalties. The Company utilizes a two-step approach in recognizing and measuring uncertain tax positions (“tax contingencies”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely to be realized upon ultimate settlement. The Company accounts for income taxes related to tax contingencies and recognizes interest and penalties related to tax contingencies in income tax expense in the consolidated statements of operations. The Company has not recorded any tax contingencies as of December 31, 2020 and December 31, 2019. Recent Accounting Pronouncements 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 consolidated financial statements. Throughout fiscal year 2020, the Company qualified as an “emerging growth company” pursuant to the provisions of the JOBS Act. As an emerging growth company, the Company elected to use the extended transition period for complying with certain new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended. Effective January 1, 2021, the Company is no longer an emerging growth company. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2018, the FASB issued ASU 2018-15, Intangible – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by these amendments. The amendments in this ASU are effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2019. The Company adopted ASU 2018-15 on January 1, 2020 . The adoption of ASU 2018-15 did no t have a material impact on the Company’s disclosures or the consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combinations | 3 . Business Combinations Other Acquisitions During the years ended December 31, 2020 and 2019, the Company completed various asset acquisitions, which were accounted for under the acquisition method of accounting. The purchase consideration for each acquisition was allocated to the assets acquired which primarily consisted of customer relationships (restaurants and end consumers) and software. The customer relationship intangible assets and acquired software are amortized on a straight-line basis over 7.5 years and three years, respectively. The amortization periods reflect the pattern in which the economic benefits of the acquired assets are consumed. The results of operations of the acquired businesses are included in our consolidated financial statements beginning on their acquisition dates and were immaterial. Pro forma results were immaterial to the operations of the Company. In December 2020, the Company completed an asset acquisition for total consideration of $525, with the full value allocated to customer relationship intangible assets. t Bite Squad Merger In January 2019, the Company completed the acquisition of Bite Squad (the “Bite Squad Merger”). Founded in 2012 and based in Minneapolis, Bite Squad operates an online ordering platform, similar to Waitr’s platform, through the Bite Squad platform. Total merger con The Bite Squad Merger was considered a business combination in accordance with ASC 805, and was accounted for using the acquisition method. Under the acquisition method of accounting, total merger consideration, acquired assets and assumed liabilities are recorded based on their estimated fair values on the acquisition date, with the excess of the fair value of merger consideration over the fair value of the assets less liabilities acquired recorded as goodwill. The results of operations of Bite Squad are included in our consolidated financial statements beginning on the acquisition date, January 17, 2019. Revenue and net loss attributable to Bite Squad for the year ended December 31, 2019 totaled approximately $95,079 and $213,497, respectively. 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 consolidated statement of operations in the year ended December 31, 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, 2019 are as follows (in thousands): Twelve Months Ended December 31, 2019 Net Revenue $ 195,961 Net Loss 292,419 These pro forma results were based on estimates and assumptions, which the Company believes are reasonable. They are not the results that would have been realized had the Company been a consolidated company during the periods presented and are not indicative of consolidated results of operations in future periods. The pro forma results include adjustments primarily related to acquisition accounting adjustments and interest expense associated with the related Additional Term Loans (see Note 9 - Debt Landcadia Business Combination The merger between Waitr Incorporated and Landcadia Holdings, Inc. closed in November 2018 (the “Landcadia 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, prior to the Landcadia Business Combination, 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, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Accounts Receivable, Net | 4. Accounts Receivable, Net Accounts receivable consist of the following (in thousands): December 31, December 31, 2020 2019 Credit card receivables $ 3,013 $ 2,803 Receivables from restaurants and customers 334 950 Accounts receivable $ 3,347 $ 3,753 Less: allowance for doubtful accounts and chargebacks (393 ) (481 ) Accounts receivable, net $ 2,954 $ 3,272 The activity in the allowance for doubtful accounts and chargebacks is as follows (in thousands): December 31, December 31, 2020 2019 Balance, beginning of the year $ 481 $ 175 Additions to expense 591 481 Write-offs, net of recoveries and other adjustments (679 ) (175 ) Balance, end of the year $ 393 $ 481 During the year ended December 31, 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 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): December 31, December 31, 2020 2019 Prepaid insurance expense $ 4,291 $ 5,859 Other current assets 2,366 2,470 Prepaid expenses and other current assets $ 6,657 $ 8,329 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and consist of the following (in thousands): December 31, December 31, 2020 2019 Computer equipment $ 7,254 $ 6,052 Furniture and fixtures 1,280 1,182 Leasehold improvements 350 344 $ 8,884 $ 7,578 Less: Accumulated depreciation (5,381 ) (3,506 ) Property and equipment, net $ 3,503 $ 4,072 The Company recorded depreciation expense for property and equipment for the years ended December 31, 2020, 2019, and 2018 of $2,086, $2,048, and $1,096, respectively. |
Intangibles Assets and Goodwill
Intangibles Assets and Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangibles Assets and Goodwill | 7. Intangibles Assets and Goodwill Intangible Assets Intangible assets with finite useful lives are amortized using the straight-line method over their useful lives and include internally developed software, as well as software to be otherwise marketed, and trademarks/trade name/patents and customer relationships. Intangible assets are stated at cost or acquisition-date fair value less accumulated amortization and consist of the following (in thousands): As of December 31, 2020 Gross Carrying Amount Accumulated Amortization Accumulated Impairment Intangible Assets, Net Software $ 25,204 $ (6,099 ) $ (11,825 ) $ 7,280 Trademarks/Trade name/Patents 5,405 (3,526 ) — 1,879 Customer Relationships 82,845 (10,702 ) (57,378 ) 14,765 Total $ 113,454 $ (20,327 ) $ (69,203 ) $ 23,924 As of December 31, 2019 Gross Carrying Amount Accumulated Amortization Accumulated Impairment Intangible Assets, Net Software $ 21,223 $ (4,113 ) $ (11,795 ) $ 5,315 Trademarks/Trade name/Patents 5,405 (1,725 ) — 3,680 Customer Relationships 82,343 (8,199 ) (57,378 ) 16,766 Total $ 108,971 $ (14,037 ) $ (69,173 ) $ 25,761 During the year ended December 31, 2020, the Company capitalized approximately $3,982 of software costs related to the development of the Platforms. Additionally, during the year ended December 31, 2020, the Company acquired customer relationship intangible assets valued at $525 in connection with an acquisition (see Note 3 – Business Combinations Estimated future amortization expense of intangible assets is as follows (in thousands): Amortization 2021 $ 7,375 2022 5,894 2023 3,998 2024 2,705 2025 2,705 Thereafter 1,242 Total future amortization $ 23,919 Goodwill The Company’s goodwill balance is as follows as of December 31, 2020 and 2019 (in thousands): December 31, December 31, 2020 2019 Balance, beginning of period $ 106,734 $ 1,408 Acquisitions during the period — 224,538 Impairments during the period — (119,212 ) Balance, end of period $ 106,734 $ 106,734 The Company recorded $224,538 of goodwill during the year ended December 31, 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 Impairments During the years ended December 31, 2020 and 2019, the Company recognized impairment losses of $30 and $334, respectively, for the portion of previously capitalized software that was replaced due to the release of new developed software. 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 during the year ended December 31, 2019. The impairment losses are included in intangible and other asset impairments in the consolidated statements of operations. The Company conducts its goodwill and intangible asset impairment test annually as of October 1, or more frequently if indicators of impairment exist. For purposes of testing for goodwill impairment, the Company has one reporting unit. In 2019, as a result of 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 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 gives consideration to whether indicators of impairment of long-lived assets are present. Given the sustained decline in the Company’s market capitalization in 2019, 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 for the year ended December 31, 2019, 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 year ended December 31, 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 represented 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 s 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 represented 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 trade names were valued using the Income Approach, specifically, the relief from royalty rate method, which measures the cash flow streams attributable to the trade names in the form of royalty payments that would be paid to the owner of the trade names in return for the rights to use the trade names. The trade names analysis represented 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 in 2019 included goodwill and intangible asset impairment losses of $119,212 and $71,982, respectively, which are included in the consolidated statement of operations under the captions “goodwill impairment” and “intangible and other asset impairments,” respectively, during the year ended December 31, 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. |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | 8. Other Current Liabilities Other current liabilities consist of the following (in thousands): December 31, December 31, 2020 2019 Accrued advertising expenses $ 12 $ 451 Accrued insurance expenses 3,392 949 Accrued estimated workers' compensation expenses 1,725 2,338 Accrued medical contingency 448 680 Accrued legal contingency — 2,000 Accrued sales tax payable 418 681 Other accrued expenses 4,061 3,469 Unclaimed property 1,679 1,131 Other current liabilities 2,046 1,594 Total other current liabilities $ 13,781 $ 13,293 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt The Company’s outstanding debt obligations are as follows (in thousands): Coupon Rate Effective December 31, December 31, Range in 2020 Interest Rate Maturity 2020 2019 Term Loans 5.125% - 7.125% 9.49% November 2023 $ 49,479 $ 69,545 Notes 4.0% - 6.0% 6.49% November 2023 49,504 61,132 Promissory notes n/a 10.00% Various through August 2022 154 284 $ 99,137 $ 130,961 Less: unamortized debt issuance costs on Term Loans (3,541 ) (5,115 ) Less: unamortized debt issuance costs on Notes (1,224 ) (2,602 ) Total long-term debt $ 94,372 $ 123,244 Short-term loans for insurance financing 3.49% - 3.99% n/a August 2021 2,726 3,612 Total outstanding debt $ 97,098 $ 126,856 Annual maturities of outstanding debt, net of discounts are as follows (in thousands): Debt Maturity 2021 $ 2,726 2022 154 2023 94,218 Total debt $ 97,098 Interest expense related to the Company’s outstanding debt totaled $9,458, $9,408 and $1,822 for the years ended December 31, 2020, 2019 and 2018, respectively. Interest expense includes interest on outstanding borrowings and amortization of debt issuance costs. Amendments to Loan Agreements In July 2020, the Company entered into an amendment to the Credit Agreement and an amendment to the Convertible Notes Agreement (together, the “Amended Loan Agreements”), pursuant to which the interest rates under each of the Credit Agreement and Convertible Notes Agreement were reduced by 200 basis points for a one-year Debt Modification and Extinguishment Debt Facility Notes Limited Waiver and Conversion Agreement In May 2020, the Company entered into a Limited Waiver and Conversion Agreement (the “Waiver and Conversion Agreement”), pursuant to which the lenders agreed to waive the requirement to prepay the Term Loans arising as a result of the May 2020 ATM Offering (see Note 14 – Stockholders’ Equity Debt Facility Notes Debt Facility Notes Debt Facility In November 2018, the Company entered into an agreement with Luxor Capital Group, LP (“Luxor Capital”) (as amended or otherwise modified from time to time, the “Credit Agreement”). The Credit Agreement provided for a senior secured first priority term loan facility (the “Debt Facility”) in the aggregate principal amount o f $ the Credit Agreement in January 2019 provided an additional $ 42,080 under the Debt Facility (the “Additional Term Loans” and together with the Original Term Loans, the “Term Loans”), the proceeds of which were used to consummate the Bite Squad Merger. The Term Loans are guaranteed by certain subsidiaries of the Company . In connection with the Debt Facility, the Company issued to Luxor Capital warrants which are currently exercisable for 399,726 shares of the Company’s common stock (see Note 14 – Stockholders’ Equity ). The Company made payments on the Term Loans in 2020 pursuant to the Waiver and Conversion Agreement and the July 2020 amendment to the Credit Agreement, in the amounts of $12,500 and $10,500, respectively. Interest on borrowings under the Debt Facility is payable quarterly, in cash or, at the election of the Company, as a payment-in-kind, with interest paid-in-kind being added to the aggregate principal balance. The Credit Agreement includes a number of customary covenants that, among other things, limit or restrict the ability of the Company and its subsidiaries to incur additional debt, incur liens on assets, engage in mergers or consolidations, dispose of assets, pay dividends or repurchase capital stock and repay certain junior indebtedness. The 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 December 31, 2020. Notes In November 2018, 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”) pursuant to an agreement, herein referred to as the “Convertible Notes Agreement”. Interest on the Notes is payable quarterly, in cash or, at the Company’s election, up to one-half of the dollar amount of an interest payment due can be paid-in-kind. Interest paid-in-kind is added to the aggregate principal balance. Pursuant to the Waiver and Conversion Agreement, Luxor converted $12,500 of the Notes into 9,328,362 shares of the Company’s common stock during 2020. 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 obligations on the Notes are not guaranteed. The Convertible Notes Agreement contains negative covenants, affirmative covenants, representations and warranties and events of default that are substantially similar to those that are set forth in the Credit Agreement (except those that relate to collateral and related security interests, which are not contained in the Convertible Notes Agreement or otherwise applicable to the Notes). We believe that we were in compliance with all covenants under the Convertible Notes Agreement as of December 31, 2020. Promissory Notes The Company’s promissory notes relate to interest-free notes used to fund portions of two asset acquisitions in 2019 (see Note 3 – Business Combinations Short-Term Loans The Company’s short-term loans include loans to finance portions of certain annual insurance premium obligations. The loans are payable in monthly installments until maturity. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
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 provision for federal and state income taxes consists of the following (in thousands): Year Ended December 31, 2020 2019 2018 Current Federal $ — $ — $ (477 ) State 122 81 50 Deferred — — — Federal — — — State — — — Income tax expense (benefit) $ 122 $ 81 $ (427 ) The differences between income taxes expected by applying the U.S. federal statutory tax rate of 21% and the amount of income taxes provided for are as follows (in thousands): Year Ended December 31, 2020 2019 2018 Tax at statutory rate $ 3,351 $ (61,077 ) $ (7,295 ) State income taxes 378 (7,863 ) (995 ) Stock-based compensation (204 ) 1,418 366 Non-deductible expenses (376 ) 481 125 Interest expense 1,451 — 48 Work opportunity tax credit (6,625 ) (2,410 ) (611 ) Goodwill and acquired intangibles (4,168 ) 8,434 — Other 566 (1,060 ) — Deferred tax asset revisions 4,271 — — Change in valuation allowance 1,478 62,158 7,935 Income tax expense (benefit) $ 122 $ 81 $ (427 ) The tax effects of temporary differences giving rise to deferred income tax assets and liabilities are as follows (in thousands): As of December 31, 2020 2019 Deferred tax assets: Stock-based compensation $ 1,110 $ 226 Incentive compensation 368 — Medical contingency 4,306 4,323 Bad debt reserve 97 119 Charitable contribution carryover 34 33 Unearned revenue 2 114 Workers’ compensation reserve 426 473 Deferred rent 69 80 Non-deductible goodwill 18,210 21,088 Non-deductible other intangibles 14,799 14,584 Net operating losses 32,603 33,357 Work opportunity tax credit 12,204 3,817 Interest expense carryforward — 2,098 Total deferred tax assets 84,228 80,312 Valuation allowance (81,207 ) (79,729 ) Net deferred tax assets 3,021 583 Deferred tax liabilities: Fixed assets (2,237 ) (339 ) Capitalized contract costs (782 ) (239 ) Prepaid sponsorship (2 ) (5 ) Total deferred tax liabilities $ (3,021 ) $ (583 ) Net deferred tax asset (liability) $ — $ — A partial valuation allowance of $81,207 and $79,729 has been recorded as of December 31, 2020 and 2019, respectively, as the Company has generated net operating losses prior to the second quarter of 2020, and the Company did not consider future book income as a source of taxable income when assessing if a portion of the deferred tax assets is more likely than not to be realized. The Company has the following net operating loss carryforwards and tax credit carryforwards (in thousands): As of December 31, Beginning Year of Expiration 2020 2019 Federal net operating losses $ 134,494 $ 138,001 2034 State net operating losses 110,573 106,384 2034 Tax credit carryforwards 12,204 3,817 2037 Total carryforwards $ 257,271 $ 248,202 Since the Company has net operating losses carrying forward, all of the Company’s federal and state income tax returns, which were filed beginning with the 2014 tax year, are subject to examination by the respective taxing authorities. Additionally, Internal Revenue Code (IRC) Section 382 provides an annual limitation with respect to the ability of a corporation to utilize its tax attributes, as well as certain built-in-losses, against future U.S. taxable income in the event of a change in ownership. The Landcadia Business Combination resulted in a change in ownership for purposes of IRC Section 382, however, the Company has determined that the amount of net operating loss carryforwards subject to limitation under IRC Section 382 is immaterial. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted and signed into law and GAAP requires recognition of the tax effects of new legislation during the reporting period that includes the enactment date. The CARES Act includes changes to the tax provisions that benefit business entities and makes certain technical corrections to the Tax Cuts and Jobs Act (the “Tax Act”) that was signed into law on December 22, 2017. The tax relief measures for businesses include a five-year net operating loss carryback, suspension of annual deduction limitation of 80% of taxable income from net operating losses generated in a tax year beginning after December 31, 2017, changes in the deductibility of interest, acceleration of alternative minimum tax credit refunds, payroll tax relief, and a technical correction to allow accelerated deductions for qualified improvement property. The CARES Act also provides other non-tax benefits to assist those impacted by the pandemic. The Company evaluated the impact of the CARES Act and determined that there was no significant impact to the income tax provision for the year. As of December 31, 2020, the Company recognized $ 1,409 in employer payroll tax deferrals under the CARES Act, of which 50 % will be paid in 2021 and 50 % will be paid in 2022. These amounts are reflected in other current and non-current liabilities in the accompanying audited consolidated balance sheet. |
Correction of Prior Period Erro
Correction of Prior Period Error | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes And Error Corrections [Abstract] | |
Correction of Prior Period Error | 11. D uring the third quarter of 2020, the Company identified and corrected an error that affected previously issued consolidated financial statements. The error related to the understatement of an accrual for a workers’ compensation claim at December 31, 2018 (the “Medical Contingency”). The Company became liable for a claim due to the insolvency of a previous workers compensation insurer, Guarantee Insurance Company (“GIC”), and the subsequent determination by the Louisiana Insurance Guaranty Association, the agency created by the Louisiana insurance guaranty act to pay for claims of insolvent members (“LIGA”), that coverage was ineligible. During the third quarter of 2020, the Company discovered the error upon receipt of information from a third-party administrator regarding an increase in the estimated amount of loss exposure for the claim. Upon review of this information, management determined that the original estimate provided by this third-party administrator was not correct based on the information known at December 31, 2018 related to the severity of the Medical Contingency. As a result, the Company engaged a third-party actuary to assist in the calculation of the estimated loss exposure and determined that the accrued liability recorded at December 31, 2018 for the claim was understated by approximately $17,505, which resulted in additional expense for the year ended December 31, 2018 of $17,505. The Company assessed the materiality of the error, both quantitatively and qualitatively, in accordance with the SEC’s Staff Accounting Bulletin No. 99, and concluded that the error was not material to any of its previously reported financial statements based upon qualitative aspects of the error. However, as the error was large quantitatively, the Company determined that the cumulative correction of this error would have a material effect on the financial results for the three and nine months ended September 30, 2020. Accordingly, in order to present the impact of the updated estimated liability for the claim, previously issued financial statements have been revised and are presented “As Revised” in the tables below. The cumulative impact of the error correction on the Company’s retained earnings and stockholders’ equity as of December 31, 2019 was a reduction of approximately $17,505. Any further changes in the Medical Contingency going forward are related to payments made in connection with the Medical Contingency. Additionally, any changes in the assumptions, including life span and medical condition related to the Medical Contingency would be considered a change in estimate. No such changes occurred during the years ended December 31, 2019 or 2020. The revised estimated loss exposure would have been reflected in other expense in the consolidated statement of operations for the year ended December 31, 2018. The estimated loss exposure would have been reflected in other expense due to the one-time nature of the expense, which the Company does not consider to be an ongoing part of its operations. The understatement of the loss exposure in fiscal 2018 did not have an impact to the consolidated statement of operations for 2019 or 2020. The long-term portion of the related liability is included in the consolidated balance sheets as accrued medical contingency, with the current portion included in other current liabilities, for the affected years. The Company’s liability for workers’ compensation claims incurred and an estimate for claims incurred but not yet reported (“IBNR”), other than the accrued medical contingency, remains in the accrued workers compensation liability line on the consolidated balance sheet, with the current portion included in other current liabilities. A summary of the effects of the error correction on reported amounts as of and for the years ended December 31, 2018 and 2019 is presented below. The information in the tables below represents income statement, balance sheet and cash flow statement line items affected by the revision. As shown in the tables below, there was no impact to net cash used in operating activities in 2018 or 2019. Revised Consolidated Statement of Operations (in thousands) Year Ended December 31, 2018 As Reported Adjustment As Revised Other expenses $ 2 $ 17,505 $ 17,507 Net loss before income taxes (34,738 ) (17,505 ) (52,243 ) Net loss (34,311 ) (17,505 ) (51,816 ) Net loss per share - basic and diluted $ (2.18 ) $ (1.11 ) $ (3.29 ) Revised Consolidated Cash Flow Statements (in thousands) Year Ended December 31, 2019 Year Ended December 31, 2018 As Reported Adjustment As Revised As Reported Adjustment As Revised Cash flows from operating activities: Net loss $ (291,306 ) $ — $ (291,306 ) $ (34,311 ) $ (17,505 ) $ (51,816 ) Changes in liabilities: Accrued medical contingency — (680 ) (680 ) — 17,883 17,883 Accrued workers' compensation liability (446 ) 285 (161 ) (342 ) (646 ) (988 ) Other current liabilities (3,012 ) 395 (2,617 ) 4,213 268 4,481 Net cash used in operating activities (73,477 ) — (73,477 ) (15,842 ) — (15,842 ) Revised Consolidated Balance Sheets (in thousands) December 31, 2019 December 31, 2018 As Reported Adjustment As Revised As Reported Adjustment As Revised Other current liabilities $ 12,630 $ 663 $ 13,293 $ 4,508 $ 268 $ 4,776 Total current liabilities 31,988 663 32,651 13,595 268 13,863 Accrued medical contingency - long term — 17,203 17,203 — 17,883 17,883 Accrued workers' compensation liability - long term 463 (361 ) 102 908 (646 ) 262 Total liabilities 156,065 17,505 173,570 97,061 17,505 114,566 Accumulated deficit (362,237 ) (17,505 ) (379,742 ) (70,931 ) (17,505 ) (88,436 ) Total stockholders' equity 22,908 (17,505 ) 5,403 129,491 (17,505 ) 111,986 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Lease Commitments As of December 31, 2020, t Year ended December 31, Amount 2021 $ 1,353 2022 1,175 2023 890 2024 816 2025 803 Thereafter 535 Total minimum lease payments $ 5,572 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 related to the MDR’s assertion that sales taxes are due on the delivery fees charged to end user customers when an order is placed on the Waitr platform. The total asserted claim, plus estimated accrued interest and penalties, amounted to approximately $300 at December 31, 2019. The Company disagreed with the MDR’s assertion. Pursuant to a legislative ruling on this matter which went into effect on July 1, 2020, delivery fee revenue was determined to be a non-taxable transaction, resulting in the Company no longer having exposure for this claim. Accordingly, the assessed taxes are no longer due and the MDR abated all penalties related to such assessment. Medical Contingency Claim In November 2017, GIC, the Company’s former workers’ compensation insurer, was ordered into receivership for purposes of liquidation by the Second Judicial Circuit Court in Leon County, Florida. At the time of the court order, GIC was administering the Company’s outstanding workers’ compensation claims. Upon entering receivership, the guaranty associations of the states where GIC operated began reviewing outstanding claims administered by GIC for continued claim coverage eligibility based on guaranty associations’ eligibility criteria. LIGA determined that the Company’s enterprise value exceeded the $25,000 eligibility threshold for claims coverage. As such, LIGA assessed one of the Company’s outstanding claims as ineligible for coverage. During the third quarter of 2020, the Company discovered an error upon the receipt of information from a third-party administrator regarding the estimated amount of loss exposure for a certain workers’ compensation claim (the Medical Contingency claim), and determined the original estimate provided by the third-party administrator was in error based on the information known at December 31, 2018. The Company engaged a third-party actuary to assist in the calculation of the estimated loss exposure and determined that the expense and accrued liability recorded at December 31, 2018 for the Medical Contingency claim were understated by approximately $ 17,505 . In order to present the impact of the estimated liability for the claim, the Company’s previously issued financial statements have been revised. See Note 11 – Correction of Prior Period Error for additional details. The additional expense associated with the estimated loss exposure impacted 2018. As of December 31, 2020 and 2019, the long-term portion of the estimated Medical Contingency claim totaled $ 16,987 and $ 17,203 , respectively, and is included in the consolidated balance sheet as accrued medical contingency. The current portion of the Medical Contingency totaled $ 448 and $ 680 as of December 31, 2020 and 2019, respectively, and is included in other current liabilities. Workers’ Compensation and Auto Policy Claims We establish a liability under our workers’ compensation and auto insurance policies for claims incurred and an estimate for IBNR claims. As of December 31, 2020 and 2019, $4,697 and $2,377, respectively, in outstanding workers’ compensation and auto policy claims are included in the consolidated balance sheet. The short-term portions of the liability for our workers’ compensation and auto insurance claims are included in other current liabilities. Legal Matters In July 2016, Waiter.com, Inc. filed a lawsuit against Waitr Inc. in the United States District Court for the Western District of Louisiana, alleging trademark infringement based on Waitr’s use of the “Waitr” trademark and logo, Civil Action No.: 2:16-CV-01041. Plaintiff seeks injunctive relief and damages relating to Waitr’s use of the “Waitr” name and logo. During the third quarter of 2020, the trial date was rescheduled to June 2021, and in September 2020, the court ruled on various motions, certain of which ruled against defenses the Company had advanced. Waitr believes that the damages case lacks merit and that it has a defense to the infringement claims alleged. Waitr continues to vigorously defend the suit. 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 Halley Montgomery In April 2019, the Company was named as a defendant in a class action complaint filed by certain current and former restaurant partners, captioned Bobby’s Country Cookin’, et al v. Waitr, In September 2019, Christopher Meaux, David Pringle, Jeff Yurecko, Tilman J. Fertitta, Richard Handler, Waitr Holdings Inc. f/k/a Landcadia Holdings Inc., Jefferies Financial Group, Inc. and Jefferies, LLC were named as defendants in a putative class action lawsuit entitled Walter Welch, Individually and on Behalf of all Others Similarly Situated vs. Christopher Meaux, David Pringle, Jeff Yurecko, Tilman J. Fertitta, Richard Handler, Waitr Holdings Inc. f/k/a Landcadia Holdings Inc., Jefferies Financial Group, Inc. and Jefferies, LLC Kelly Bates, Individually and on Behalf of all Others Similarly Situated vs. Christopher Meaux, David Pringle, Jeff Yurecko, Tilman J. Fertitta, Richard Handler, Waitr Holdings Inc. f/k/a Landcadia Holdings Inc., Jefferies Financial Group, Inc. and Jefferies, LLC In addition to the lawsuits described above, Waitr is involved in other litigation arising from the normal course of business activities, including, without limitation, labor and employment claims, lawsuits and claims involving personal injuries, physical damage and workers’ compensation benefits suffered as a result of alleged conduct involving its employees, independent contractor drivers, and third-party negligence. Although Waitr believes that it maintains insurance that generally covers liability for potential damages in many of these matters, insurance coverage is not guaranteed, often these claims are met with denial of coverage positions by the carriers, and there are limits to insurance coverage; accordingly, we could suffer material losses as a result of these claims or the denial of coverage for such claims. |
Stock-Based Awards and Cash-Bas
Stock-Based Awards and Cash-Based Awards | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Awards and Cash-Based Awards | 13. Stock-Based Awards and Cash-Based Awards On June 16, 2020, the Company’s stockholders approved the Waitr Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan (the “Amended 2018 Plan”), which is an amendment and restatement of the Waitr Holdings Inc. 2018 Omnibus Incentive Plan (the “2018 Incentive Plan”). The Amended 2018 Plan permits the granting of awards in the form of incentive stock options, non-qualified stock options, stock appreciation rights, RSAs, RSUs, performance-based awards, and other stock-based or cash-based awards. The Amended 2018 Plan was adopted principally to serve as a successor plan to the 2018 Incentive Plan, and to increase the number of shares of common stock reserved for issuance of equity-based awards by 13,500,000 shares, which is in addition to the share reserve amount that remained available under the 2018 Incentive Plan prior to the adoption of the Amended 2018 Plan. Additionally, the Amended 2018 Plan extended the provision for automatic increases in shares reserved for issuance on January 1 st st Stock-Based Awards The Company has granted non-qualified and incentive stock options, RSAs and RSUs under its incentive plans. Once stock options vest, recipients are allowed to purchase the Company’s common stock at a fixed and specified exercise price that varies depending on the stock options’ strike price. Stock-based compensation is measured at fair value on grant date and recognized as compensation expense ratably over the course of the requisite service period for awards expected to vest. The Company recognizes forfeitures of stock-based awards as they occur. Total compensation expense related to awards under the Company’s incentive plans was $5,166, $7,240, and $9,580 for the years ended December 31, 2020, 2019, and 2018, respectively. Stock Options On January 3, 2020, 9,572,397 stock options were granted under the 2018 Incentive Plan to the Company’s chief executive officer (the “Grimstad Option”), with an aggregate grant date fair value of $2,297. The exercise price of the options is $0.37, and the options will vest 50% on each of the first two anniversaries of the grant date. The options have a five-year ten-year The fair value of each stock option grant was estimated as of the grant date using an option-pricing model with the following assumptions or ranges of assumptions, as applicable. Due to the Company’s limited historical data as a publicly traded company, expected volatility for stock options is based on the historical and implied volatility of comparable publicly traded companies. 2020 2019 2018 Weighted-average fair value at grant $ 0.24 $ 5.08 $ 5.06 Risk free interest rate 1.54% 2.53% - 2.58% 2.1% - 3.1% Expected volatility 100.6% 50.5% - 51.3% 44.6% - 47.03% Expected option life (years) 3.25 6.0 0.75 - 6.0 The Company recognized compensation expense for stock options of $1,449, $1,257, and $9,008 for the years ended December 31, 2020, 2019, and 2018, respectively. As of December 31, 2020, there was $1,387 of unrecognized compensation cost related to nonvested stock options under the Company’s incentive plans, with a current weighted average remaining vesting period of approximately one year. T he stock option activity under the Company’s in centive p l an s during the years ended December 31, 2020 , 2019 and 2018 is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value Balance, December 31, 2017 4,490,016 $ 0.53 $ 2.35 Granted 947,966 5.19 5.06 Modified (64,329 ) 1.90 4.06 Exercised (4,224,983 ) 0.52 2.39 Forfeited (267,837 ) 0.35 1.74 Balance, December 31, 2018 880,833 $ 5.53 $ 5.20 Granted 301,419 10.13 5.08 Exercised (12,040 ) 0.36 2.95 Forfeited (650,963 ) 9.10 5.37 Expired (73,528 ) 4.82 4.61 Balance, December 31, 2019 445,721 $ 3.66 $ 5.04 Granted 9,572,397 0.37 0.24 Exercised (62,119 ) 0.71 3.73 Forfeited (100,739 ) 5.65 5.72 Expired (102,003 ) 3.33 5.40 Balance, December 31, 2020 9,753,257 $ 0.43 $ 0.33 The 64,329 of options modified in 2018 represent the share conversion to reflect the exchange ratio established in the Landcadia Business Combination (see Note 3 – Business Combinations) Outstanding stock options, which were fully vested and expected to vest and exercisable are as follows as of December 31, 2020 and 2019: As of December 31, 2020 As of December 31, 2019 Options Fully Vested and Expected to Vest Options Exercisable Options Fully Vested and Expected to Vest Options Exercisable Number of Options 9,753,257 132,846 445,721 220,446 Weighted-average remaining contractual term (years) 4.07 6.82 7.88 7.47 Weighted-average exercise price $ 0.43 $ 3.20 $ 3.66 $ 2.26 Aggregate Intrinsic Value (in thousands) $ 23,285 $ 178 $ 6 $ 6 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the fair value of the common stock and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options on each date. This amount will change in future periods based on the fair value of the Company’s stock and the number of options outstanding. The aggregate intrinsic value of awards exercised during the years ended December 31, 2020, 2019 and 2018 (excluding option exercises related to the Landcadia Business Combination) was $61, $52 and $5,250, respectively. Upon exercise, the Company issued new common stock. Restricted Stock The Company’s restricted stock grants include performance-based and time-based vesting awards. The fair value of restricted shares is typically determined based on the closing price of the Company’s common stock on the date of grant. Performance-Based Awards On April 23, 2020, 3,134,325 performance-based RSUs were granted under the 2018 Incentive Plan to Mr. Grimstad, with an aggregate grant date fair value of $3,542 (the “Grimstad RSU Grant”). The Grimstad RSU Grant vests in full in the event of a change of control, as defined in Mr. Grimstad’s employment agreement with the Company (the “Employment Agreement”), subject to his continuous employment with the Company through the date of a change of control; provided, however, that the Grimstad RSU Grant shall fully vest in the event that Mr. Grimstad terminates his employment for good reason or he is terminated by the Company for reason other than misconduct. No stock-based compensation expense will be recognized for the Grimstad RSU Grant until such time that is probable that the performance goal will be attained, or at the time that Mr. Grimstad terminates his employment for good reason or he is terminated by the Company for reason other than misconduct, should either occur. Awards with Time-Based Vesting During the year ended December 31, 2020, 4,267,501 RSUs with time-based vesting were granted pursuant to the Company’s 2018 Incentive Plan and the Amended 2018 Plan (with an aggregate fair value of $9,715), of which 1,400,000 RSUs were granted to non-employee directors vesting upon the earlier of June 30, 2021 and the date of the 2021 annual meeting of the Company’s stockholders and 2,867,501 RSUs were granted to employees and consultants vesting generally between one to three years of the date of grant. The RSU grants vest in various manners in accordance with the terms specified in the applicable award agreement, all of which accelerate and vest upon a change of control. The Company recognized compensation expense for restricted stock of $3,717, $5,983 and $572 during the years ended December 31, 2020, 2019 and 2018, respectively. Restricted stock grants during 2018 represented RSAs, all of which were either vested of forfeited as of December 31, 2019. Unrecognized compensation cost related to unvested time-based RSUs as of December 31, 2020, was $6,870, with a weighted average remaining vesting period of approximately 1.7 years. During the years ended December 31, 2020 and 2019, the total grant date fair value of restricted shares vested was $1,290 and $5,694, respectively. The activity for restricted stock with time-based vesting under the Company’s incentive plans is as follows: Number of Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (years) Nonvested at December 31, 2017 — — — Granted 550,000 $ 11.94 Shares vested — — Nonvested at December 31, 2018 550,000 $ 11.94 1.78 Granted 5,004,664 2.29 Shares vested (484,614 ) 11.75 Forfeitures (1,887,411 ) 4.13 Nonvested at December 31, 2019 3,182,639 $ 1.42 2.16 Granted 4,267,501 2.28 Shares vested (946,387 ) 1.36 Forfeitures (1,945,150 ) 1.44 Nonvested at December 31, 2020 4,558,603 $ 2.23 1.71 Cash-Based Awards Performance Bonus Agreement On April 23, 2020, the Company entered into a performance bonus agreement with Mr. Grimstad. Pursuant to the bonus agreement, upon the occurrence of a change of control in which the holders of the Company’s common stock receive per share consideration that is equal to or greater than $2.00, subject to adjustment in accordance with the 2018 Incentive Plan, the Company shall pay Mr. Grimstad an amount equal to $5,000 (the “Bonus”). In order to receive the Bonus, Mr. Grimstad must remain continuously employed with the Company through the date of the change of control; provided, however, that in the event Mr. Grimstad terminates his employment for good reason or the Company terminates his employment other than for misconduct, Mr. Grimstad will be entitled to receive the Bonus provided the change of control occurs on or before January 3, 2022. Compensation expense related to the bonus agreement will not be recognized until such time that is probable that the performance goal will be achieved. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | 14. Stockholders’ Equity Common Stock At December 31, 2020 and 2019, there were 249,000,000 shares of common stock authorized and 111,259,037 and 76,579,175 shares of common stock issued and outstanding, respectively, with a par value of $0.0001. The Company did not hold any shares as treasury shares as of December 31, 2020 or December 31, 2019. The Company’s common stockholders are entitled to one vote per share. Preferred Stock At December 31, 2020 and 2019, the Company was authorized to issue 1,000,000 shares of preferred stock ($0.0001 par value per share). There were no issued or outstanding preferred shares as of December 31, 2020 or December 31, 2019. At-the-Market Offerings In March 2020 and May 2020, the Company entered into open market sale agreements with respect to an at-the-market offering program (the “ATM Program”) under which the Company could offer and sell, from time to time at its sole discretion, shares of its common stock, through Jefferies LLC as its sales agent. The issuance and sale of shares by the Company under the agreements were made pursuant to the Company’s effective registration statement on Form S-3 which was filed on April 4, 2019. Details of sales pursuant to the ATM Program are included in the table below. Approximately $6,686 of the aggregate offering amount provided for in the March 2020 ATM Program remained unsold when the Company entered into the May 2020 ATM Program. March 2020 ATM Program May 2020 ATM Program Total Maximum aggregate offering price (in thousands) $ 25,000 $ 30,000 Total shares sold 14,262,305 9,436,415 23,698,720 Average sales price per share $ 1.28 $ 3.18 $ 2.04 Gross proceeds (in thousands) $ 18,314 $ 30,000 $ 48,314 Net proceeds (in thousands) $ 18,024 $ 29,550 $ 47,574 Conversion of Notes During the year ended December 31, 2020 Note 9 – Debt Warrants In connection with the Debt Facility, the Company issued to Luxor Capital warrants which are currently exercisable for 399,726 shares of the Company’s common stock with an exercise price of $12.51 per share (the “Debt Warrants”). The Debt Warrants expire on November 15, 2022 and include customary anti-dilution protection, including broad-based weighted average adjustments for issuances of additional shares (down-round features). Additionally, the holders of the Debt Warrants have customary registration rights with respect to the shares underlying the Debt Warrants. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 15. Fair Value Measurements At December 31, 2020 and 2019, the Company had an outstanding medical contingency claim which is measured at fair value on a recurring basis (see Note 12 – Commitments and Contingencies The medical contingency claim analysis represents a Level 3 measurement as it was based on unobservable inputs reflecting the Company’s assumptions used in developing the fair value estimate. The inputs used in the measurement, particularly life expectancy and projected medical costs, are sensitive inputs to the measurement and changes to either could result in significantly higher or lower fair value measurements. The Company utilized historical transactional data regarding the claim, along with projections for future comprehensive medical care costs. These inputs required significant judgments and estimates at the time of the valuation. The following table presents the Company’s liabilities measured at fair value on a recurring basis as of December 31, 2020 and December 31, 2019 (in thousands): As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Accrued medical contingency $ — $ — $ 17,435 $ 17,435 As of December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities Accrued medical contingency $ — $ — $ 17,883 $ 17,883 The Company had no assets required to be measured at fair value on a recurring basis at December 31, 2020 or 2019. Adjustments to the accrued medical contingency are recognized in other expense on the consolidated statement of operations. There have been no transfers between levels during the years presented in the accompanying consolidated Year Ended December 31, 2020 2019 2018 Balance, beginning of the period $ 17,883 $ 18,167 $ 906 Increases/additions 19 — 17,505 Reductions/settlements (467 ) (284 ) (244 ) Balance, end of the period $ 17,435 $ 17,883 $ 18,167 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 7 – Intangible Assets and Goodwill |
Earnings (Loss) Per Share Attri
Earnings (Loss) Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share Attributable to Common Stockholders | 16. Earnings (Loss) Per Share Attributable to Common Stockholders The calculation of basic and diluted earnings (loss) per share attributable to common stockholders for the years ended December 31, 2020, 2019 and 2018 is as follows (in thousands, except share and per share data): Year Ended December 31, 2020 2019 2018 (1) Basic Earnings (Loss) per Share: Net income (loss) $ 15,836 $ (291,306 ) $ (51,816 ) Gain on debt extinguishment recorded as a capital contribution — 1,897 — Net income (loss) attributable to common stockholders - basic $ 15,836 $ (289,409 ) $ (51,816 ) Weighted average number of shares outstanding 98,095,081 72,404,020 15,745,065 Basic earnings (loss) per common share $ 0.16 $ (4.00 ) $ (3.29 ) Diluted Earnings (Loss) per Share: Net income (loss) $ 15,836 $ (291,306 ) $ (51,816 ) Gain on debt extinguishment recorded as a capital contribution — 1,897 — Net income (loss) attributable to common stockholders - diluted $ 15,836 $ (289,409 ) $ (51,816 ) Weighted average number of shares outstanding 98,095,081 72,404,020 15,745,065 Effect of dilutive securities: Stock options 5,875,950 — — Restricted stock units 4,203,991 — — Warrants — — — Weighted average diluted shares 108,175,022 72,404,020 15,745,065 Diluted earnings (loss) per common share $ 0.15 $ (4.00 ) $ (3.29 ) (1) Weighted average shares outstanding have been retroactively restated to reflect the exchange ratio established in the Landcadia Business Combination (see Note 3 – Business Combinations ). During 2019 and 2018, the Company calculated basic and diluted earnings (loss) per share using the two-class method. Participating securities during such years consisted of RSAs which contained rights to receive non-forfeitable dividends. The Company had net losses for the years ended December 31, 2019 and 2018, and accordingly, pursuant to the guidance under ASC 260, a portion of the net losses was not allocated to such securities under the two-class method. During 2020, there were no remaining RSAs and no other securities classified as participating securities. The Company has outstanding Notes which are convertible into shares of the Company’s common stock. See Note 9 – Debt The following table includes securities outstanding at the end of the respective periods, which have been excluded from the fully diluted calculations because the effect on net earnings (loss) per common share would have been anti-dilutive or were performance-based shares for which the performance criteria had not yet been met: Year Ended December 31, 2020 2019 2018 Antidilutive shares underlying stock-based awards: Stock options 63,295 445,721 880,833 Restricted stock units 267,974 3,182,639 — Warrants (1) 399,726 399,726 25,399,726 (1) Includes 399,726 Debt Warrants as of each year-end and 25,000,000 public warrants as of December 31, 2018. See Note 14 – Stockholders’ Equity for additional details on the Debt Warrants |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 17. Related-Party Transactions In November 2018, the Company entered into the Credit Agreement, and in January 2019, in connection with the Bite Squad Merger, the Company entered into an amendment to the Credit Agreement, with Luxor Capital and an amendment to the Convertible Notes Agreement with the Luxor Entities. On each of May 21, 2019 and July 15, 2020, the Company entered into amendments to the Credit Agreement with Luxor Capital and amendments to the Convertible Notes Agreement with the Luxor Entities. Additionally, on May 1, 2020, the Company entered into the Waiver and Conversion Agreement with respect to the Credit Agreement and Convertible Notes Agreement. See Note 9 – Debt During the period from January 1, 2020 through July 31, 2020, the Company reimbursed C Grimstad and Associates, a company owned by our chief executive officer (“CGA”), $262 for certain of its consultants that provided consulting services to the Company during this period. As of July 1, 2020, CGA is no longer providing consulting services and CGA did not mark-up or profit from these reimbursement transactions. During the year ended December 31, 2020, Jefferies Financial Group (“JFG”) beneficially owned more than 5% of our common stock at certain points of time. In conjunction with our ATM offering during this twelve-month period, JFG served as our sales agent for which we paid $740. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2020 | |
Selected Quarterly Financial Information [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | 18. Selected Quarterly Financial Data (Unaudited) Unaudited quarterly financial data are as follows (in thousands, except share and per-share data): March 31 June 30 September 30 December 31 Quarter Ended 2020 Revenue $ 44,243 $ 60,506 $ 52,734 $ 46,845 Income from operations $ 732 $ 13,851 $ 7,730 $ 4,862 Net income (loss) $ (2,102 ) $ 10,653 $ 4,644 $ 2,641 Income (loss) per share: (1) Basic $ (0.03 ) $ 0.11 $ 0.04 $ 0.02 Diluted $ (0.03 ) $ 0.10 $ 0.04 $ 0.02 Weighted average common shares outstanding: Basic 76,884,717 95,053,207 109,181,847 110,996,943 Diluted 76,884,717 105,951,232 123,785,750 125,018,776 Quarter Ended 2019 Revenue $ 48,032 $ 51,342 $ 49,201 $ 43,100 Loss from operations (2) $ (23,471 ) $ (23,058 ) $ (215,769 ) $ (19,009 ) Net loss (2) $ (24,749 ) $ (24,852 ) $ (220,104 ) $ (21,601 ) Loss per share: (1) (2) Basic $ (0.38 ) $ (0.32 ) $ (2.89 ) $ (0.28 ) Diluted $ (0.38 ) $ (0.32 ) $ (2.89 ) $ (0.28 ) Weighted average common shares outstanding: Basic 64,525,610 72,416,614 76,145,317 76,357,305 Diluted 64,525,610 72,416,614 76,145,317 76,357,305 (1) Income (loss) per share amounts are computed independently each quarter and full year based upon respective average shares outstanding. Therefore, the sum of the quarterly income (loss) per share amounts may not equal the annual amounts reported. (2) Loss from operations and net loss in the third quarter of 2019 were impacted by goodwill and intangible and other asset impairments (see Note 7 – Intangible Assets and Goodwill ). |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”). References to the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) included hereafter refer to the ASC and ASUs established by the Financial Accounting Standards Board (the “FASB”) as the source of authoritative GAAP. During the third quarter of 2020, the Company identified and corrected an immaterial error related to the understatement of an accrued medical contingency that affected previously issued consolidated financial statements. In order to present the impact of the updated estimated liability for the claim, previously issued financial statements have been revised. See Note 11 – Correction of Prior Period Error |
Reclassifications | Reclassifications Certain amounts from prior periods have been reclassified to conform to the current period presentation. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and all wholly owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and judgments relied upon in preparing these consolidated financial statements affect the following items: • incurred loss estimates under our insurance policies with large deductibles or retention levels; • loss exposure related to claims such as the Medical Contingency (see Note 11 – Correction of Prior Period Error ); • income taxes; • useful lives of tangible and intangible assets; • equity compensation; • contingencies; • goodwill and other intangible assets, including the recoverability of intangible assets with finite lives and other long-lived assets; 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. |
Impact of COVID-19 on our Business | Impact of COVID-19 on our Business In December 2019, an outbreak of a new strain of coronavirus (“COVID-19”) began in Wuhan, Hubei Province, China. In March 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets. The potential impacts and duration of the COVID-19 pandemic on the global economy and on the Company’s business, in particular, are uncertain and may be difficult to assess or predict at this time. The pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, which may reduce the Company’s ability to access capital and continue to operate effectively. The COVID-19 pandemic could also reduce the demand for the Company’s services, and a prolonged recession or additional financial market corrections resulting from the spread of COVID-19, including an increase in the number of COVID-19 cases, could adversely affect demand for the Company’s services. Additionally, in response to the COVID-19 pandemic, several jurisdictions have implemented or are considering implementing fee caps, fee disclosure requirements and similar measures that could negatively impact the Company’s financial results. To the extent that the COVID-19 pandemic adversely impacts the Company’s business, results of operations, liquidity or financial condition, it may also have the effect of heightening many of the other risks described in Part I, Item 1A. Risk Factors of this Form 10-K. Waitr has thus far been able to operate during the COVID-19 pandemic. Restrictions on in-restaurant dining have resulted in restaurants utilizing delivery services and has had a positive impact on our business. We have taken several steps to help protect and support our restaurant partners, diners, independent contractor drivers and our employees during the COVID-19 outbreak, including offering no-contact delivery in select markets, offering no-contact grocery delivery in select markets, working with certain restaurant partners to waive diner delivery fees, deploying free marketing programs for certain restaurants and providing masks, gloves and hand sanitizer to drivers. We continue to monitor the impact of the COVID-19 global outbreak, although there remains significant uncertainty related to the public health and the global economic situation. |
Business Combinations | Business Combinations The Company accounts for business combinations under the acquisition method of accounting, in accordance with ASC Topic 805, Business Combinations |
Cash | Cash Cash consists of demand deposits with financial institutions, as well as cash owed to restaurants on the Platforms. As of December 31, 2020, the Company had cash totaling $84,706. The Company has a compensating balance arrangement with its financial institution related to a letter of credit. As of December 31, 2020, cash supporting the outstanding letter of credit was $3,191. Certain restaurants on the Platforms receive their portion of payments collected through the Company’s Platforms less frequently than daily. Upon receipt of the restaurants’ cash, the Company records an offsetting liability. As of December 31, 2020, our restaurant liability was $4,301. The Company regularly maintains cash in excess of federally insured limits at financial institutions. The Company makes such deposits with entities it believes are of high credit quality and has not incurred any losses related to these balances. Management believes its credit risk, with respect to these financial institutions, to be minimal. |
Accounts Receivable and Allowance for Doubtful Accounts and Chargebacks | Accounts Receivable and Allowance for Doubtful Accounts and Chargebacks Accounts receivable is primarily comprised of credit card receivables due from the credit card processor. Credit card payments on orders made through the Platforms are generally remitted to the Company in one to six days from the date revenue is generated. Accounts receivable are stated net of an allowance for doubtful accounts, determined by management through an evaluation of specific accounts, considering historical experience, aging of accounts receivable, and information regarding the creditworthiness of the customers. When it becomes probable that the receivable will not be collected, the balance is written off. The Company performs periodic credit evaluations of the financial condition of customers, monitors collections and payments from customers, and generally does not require collateral. Additionally, the Company is liable for uncollected credit card receivables (or “chargebacks”), including fraudulent orders, when a consumer’s card is authorized but fails to process and for other unpaid credit card receivables. Chargebacks are recorded as a reduction of the revenue recorded for the transaction. |
Advertising Costs | Advertising Costs The costs of advertising are generally expensed as incurred, or in certain cases, advertising costs are capitalized and expensed when the advertisement first takes place. The accounting policy selected from these two alternatives is applied consistently to similar kinds of advertising activities. For the years ended December 31, 2020, 2019 and 2018, the Company recognized expense attributable to advertising totaling $2,749, $31,232 and $5,322, respectively. Advertising costs are included in sales and marketing expense on the Company’s consolidated statements of operations. |
Property and Equipment, net | Property and Equipment, net Property and equipment, net is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Useful lives of each asset class are as follows: Equipment 3 years Furniture 5 years Leasehold improvements 7 years Maintenance and repair costs are expensed as incurred. Major improvements, which extend the useful life of the related asset, are capitalized. When these assets are sold or otherwise disposed of, the asset and related depreciation are relieved and any gain or loss is included in the consolidated statements of operations for the period of sale or disposal. |
Intangible Assets | Intangible Assets Internally Developed Software The Company incurs expenses associated with software development of new features and functionality, which includes wages, employee benefits, and other compensation-related expenses associated with these improvements. Additionally, the Company incurs third-party development and programming costs. Costs of Software to Be Sold, Leased, or Marketed The Company accounts for costs incurred to develop its externally-marketed platforms in accordance with ASC Topic 985-20 , Software — Costs of Software to Be Sold, Leased, or Marketed Internal Use Software The Company also capitalizes costs to develop or purchase internal-use software in accordance with ASC Topic 350-40, Intangibles, Goodwill and Other — Internal-Use Software Customer Relationships The Company records customer relationship intangible assets at fair value as of the date of acquisition and amortizes the costs on a straight-line basis over their estimated useful lives. The Company’s customer relationship intangible assets have useful lives of 7.5 years. Trademarks/Trade name The Company records trademarks and tradename intangible assets at fair value as of the date of acquisition and amortizes the costs on a straight-line basis over their estimated useful lives. 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 asset is being amortized over its estimated useful life of 3 years . |
Impairment of Long-Lived and Other Intangible Assets | Impairment of Long-Lived and Other Intangible Assets The Company reviews the recoverability of its long-lived assets, including acquired technology, capitalized software costs, and property and equipment, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. Recoverability of finite and other long-lived assets is measured by comparing the carrying amount of an asset group to the future undiscounted net cash flows expected to be generated by that asset group. The Company groups assets for purposes of such review at the lowest level for which identifiable cash flows of the asset group are largely independent of the cash flows of the other groups of assets and liabilities. The amount of impairment to be recognized for finite and indefinite-lived intangible assets and other long-lived assets is calculated as the difference between the carrying value and the fair value of the asset group, generally measured by discounting estimated future cash flows based in part on financial results and the Company’s expectation of future performance. Impairments During the years ended December 31, 2020 and 2019, the Company recognized impairment losses of $30 and $334, respectively, for the portion of previously capitalized software that was replaced due to the release of new developed software. 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 during the year ended December 31, 2019. The impairment losses are included in intangible and other asset impairments in the consolidated statements of operations. The Company conducts its goodwill and intangible asset impairment test annually as of October 1, or more frequently if indicators of impairment exist. For purposes of testing for goodwill impairment, the Company has one reporting unit. In 2019, as a result of 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 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 gives consideration to whether indicators of impairment of long-lived assets are present. Given the sustained decline in the Company’s market capitalization in 2019, 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 for the year ended December 31, 2019, 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 year ended December 31, 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 represented 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 s 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 represented 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 trade names were valued using the Income Approach, specifically, the relief from royalty rate method, which measures the cash flow streams attributable to the trade names in the form of royalty payments that would be paid to the owner of the trade names in return for the rights to use the trade names. The trade names analysis represented 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 in 2019 included goodwill and intangible asset impairment losses of $119,212 and $71,982, respectively, which are included in the consolidated statement of operations under the captions “goodwill impairment” and “intangible and other asset impairments,” respectively, during the year ended December 31, 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. |
Goodwill | Goodwill Goodwill represents the excess purchase price over tangible and intangible assets acquired, less liabilities assumed arising from business combinations. The Company conducts its goodwill impairment test annually as of October 1, or more frequently if indicators of impairment exist. When performing the annual impairment test, the Company may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that goodwill impairment is more likely than not, the Company performs a quantitative impairment test. The Company would recognize an impairment charge for the amount by which the reporting unit’s carrying amount exceeds its fair value, if any, not to exceed the carrying amount of goodwill. |
Leases | Leases The Company accounts for leases under the provisions of ASC Topic 840, Leases The Company’s lease agreements provide for rental payments that increase on an annual basis. The Company recognizes rent expense on operating leases on a straight-line basis over the non-cancellable lease term. Operating leases with landlord-funded leasehold improvements are considered tenant allowances and are amortized as a reduction of rent expense over the non-cancellable lease term. Deferred rent liability, which is calculated as the difference between contractual lease payments and the rent expense, is recorded in other current liabilities and other noncurrent liabilities in the consolidated balance sheets. |
Stock-Based Compensation | Stock-Based Compensation The Company measures compensation expense for all stock-based awards, including stock options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”), in accordance with ASC Topic 718, Compensation — Stock Compensation The Company uses an option-pricing model to determine the fair value of stock options. Determining the fair value of stock-based awards at the grant date requires judgment. The determination of the grant date fair value of options using an option-pricing model is affected by the Company’s estimated common stock value, as well as assumptions regarding a number of other complex and subjective variables. These assumptions include: Risk-free rate: Risk-free interest rates are derived from U.S. Treasury securities as of the option grant date. Volatility: Volatility of the Company’s stock price is estimated based on a combination of published historical volatilities of comparable publicly traded companies. Expected term: The expected term calculation for option awards considers a combination of the Company’s historical and estimated future exercise behavior. Forfeiture rate: The Company elects to recognize actual forfeitures of stock-based awards as they occur. If any of the assumptions used in the option-pricing model change significantly, stock-based compensation for future awards may differ materially compared to the awards granted. |
Debt Issuance Costs | Debt Issuance Costs The Company incurs debt issuance costs in connection with its debt facilities and related amendments. Amounts paid directly to lenders are classified as issuance costs and are recorded as a reduction of the carrying value of the debt. Debt issuance costs are amortized using the effective interest rate method to interest expense on the Company’s consolidated statements of operations. See Note 9 – Debt |
Convertible Notes, Net | Convertible Notes The Company accounts for convertible notes in accordance with ASC Topic 470-20, Debt with Conversion and Other Options Interest Beneficial Conversion Feature If the amount allocated to the convertible notes results in an effective per share conversion price that is less than the fair value of the Company’s common stock on the commitment date, the intrinsic value of this beneficial conversion feature is recorded as a discount to the convertible notes, with a corresponding increase to additional paid in capital. The beneficial conversion feature discount is equal to the difference between the effective conversion price and the fair value of the Company’s common stock at the commitment date, unless limited by the remaining proceeds allocated to the convertible notes. |
Earnings per Common Share | Earnings per Common Share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common stock outstanding during the period, without consideration for common stock equivalents. Diluted earnings (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common stock outstanding during the period and potentially dilutive common stock equivalents, including stock options, RSAs, RSUs and warrants, except in cases where the effect of the common stock equivalent would be antidilutive. Under GAAP, certain instruments granted in stock-based payment transactions are considered participating securities prior to vesting and are therefore required to be included in the earnings allocation in calculating earnings per share under the two-class method. Companies are required to treat unvested stock-based payment awards with a right to receive non-forfeitable dividends as a separate class of securities in calculating earnings per share, except in cases where the effect of the inclusion of the participating securities would be antidilutive. |
Fair Value Measurements | Fair Value Measurements The Company records the fair value of assets and liabilities in accordance with ASC Topic 820, Fair Value Measurement Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 — Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 — Unobservable inputs reflecting the Company’s own assumptions about the inputs used in pricing the asset or liability at fair value. Certain financial instruments are required to be recorded at fair value. Other financial instruments, including cash, are recorded at cost, which approximates fair value. Additionally, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of these financial instruments. |
Insurance Reserves | Insurance Reserves The Company maintains insurance coverage for business risks in customary amounts believed to be sufficient for our operations, including, but not limited to, workers’ compensation, auto and general liability. These plans contain various retention levels for which we provide accruals based on the aggregate of the liability for claims incurred and an estimate for claims incurred but not reported. We review our estimates of claims costs and adjust our estimates when appropriate. |
Loss Contingencies | Loss Contingencies The Company is involved in various legal proceedings that arise from the normal course of business activities. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. The Company records a liability when the Company believes that it is both probable that a loss has been incurred and the amount of the loss or a range of loss can be reasonably estimated. If the Company determines that a loss is reasonably possible, the Company discloses the possible loss in the notes to the consolidated financial statements, including the amount of the loss or range of loss if estimable. Significant judgment is required to determine both probability and the estimated amount of loss. The Company reviews developments in contingencies that could affect previously recorded provisions and disclosures related to such contingencies and adjusts these provisions and disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. The Company typically recognizes estimated losses from legal contingencies as other expense in the consolidated statement of operations. Legal fees associated with such actions are expensed as incurred and recognized as general and administrative expense in the consolidated statement of operations. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of accounts receivable. From time to time, the Company assesses the credit worthiness of its payment processing service provider and restaurants on the Platforms. Credit risk on accounts receivable is minimized through use of a reputable payment processing service provider as well as a diverse group of restaurants dispersed across several geographic areas. The Company has not experienced material losses related to receivables from individual restaurants or groups of restaurants and is not expecting a change from this historical norm. Additionally, the Company regularly maintains cash in excess of federally insured limits at financial institutions. The Company makes such deposits with entities it believes are of high credit quality and has not incurred any losses related to these balances. Management believes its credit risk, with respect to these financial institutions, to be minimal. |
Segments | Segments The Company operates in a single segment. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company has determined that its Chief Executive Officer is the CODM. To date, the Company’s CODM has made such decisions and assessed performance at the Company-level. |
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 our unlimited delivery subscription program, revenue is recognized for the receipt of the monthly fee in the applicable month for which the delivery service applies to. Revenue consists of the following for the periods indicated (in thousands): Year Ended December 31, 2020 2019 2018 Transaction fees $ 203,471 $ 186,189 $ 65,930 Setup and integration fees 453 5,270 2,882 Other 404 216 461 Total Revenue $ 204,328 $ 191,675 $ 69,273 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 P latform s represent s a series of distinct performance obligations satisfied over time that the Company combines into a single performance obligation. Consistent with the recognition objective in ASC Topic 606, Revenue from Contracts with Customers , the variable consideration due to the Company for processing orders is recognized on a daily basis. As an agent of the restaurant in the transaction, the Company recognizes transaction fees earned from the restaurant on the P latform on a net basis. Transaction fees also include a fee charged to the end user customer when they request the order be delivered to their location. Revenue is recognized for d iner fees once the delivery service is completed. The contract period for substantially all restaurant contracts is one month as both the Company and the r estaurant have the ability to unilaterally terminate the contract by providing notice of termination. The Company records a receivable when it has an unconditional right to the consideration. The balance of accounts receivable, net was $2,954 and $3,272 During the years ended December 31, 2019 and 2018, the Company received non-refundable upfront setup and integration fees for onboarding certain restaurants. Setup and integration activities primarily represented administrative activities that allowed the Company to fulfill future performance obligations for these restaurants and did not represent services transferred to the restaurant. However, the non-refundable upfront setup and integration fees charged to restaurants resulted in a performance obligation in the form of a material right related to the restaurant’s option to renew the contract each day rather than provide a notice of termination. Revenue related to setup and integration fees was historically recognized ratably over a two-year period. In connection with modifications to the Company’s fee structure in July 2019, the Company discontinued offering fee arrangements with the upfront, one-time setup and integration fee. The contract modifications in July 2019 and the effect of such modifications on our measure of progress towards the performance obligations resulted in accelerated recognition of deferred revenue related to the modified contracts. Included in revenue during the year ended December 31, 2019 is a cumulative adjustment to setup and integration fee revenue of $3,005, which was previously 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 year ended December 31, 2019, resulting in an impairment loss of $852. The July 2019 contract modifications had no impact on revenue during the year ended December 31, 2020. 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 incentive commissions 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 customer when the amortization period would have been one year or less. As a result of the changes in the terms of the contracts related to the modified fee structure introduced in July 2019, the Company changed its estimate of the useful life of the asset for costs to obtain a contract to better reflect the estimated period in which the asset will remain in service. Effective August 1, 2019, the estimated useful life of the asset for costs to obtain a contract from customers, previously estimated at Deferred costs related to obtaining contracts with restaurants totaled $2,424 and $701 as of December 31, 2020 and 2019, respectively, out of which $567 and $143, respectively, was classified as current. Amortization of expense for the costs to obtain a contract were $397, $606, and $541 for the years ended December 31, 2020, 2019, and 2018, respectively. 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 menu and other 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, the Company changed its 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 year s ended December 31, 2020 and 2019. Deferred costs related to fulfilling contracts with restaurants totaled $742 and $270 as of December 31, 2020 and 2019, respectively, out of which $170 and $56 was classified as current. Amortization of expense for the costs to fulfill a contract were $98, $1,030, and $972 for the years ended December 31, 2020, 2019, and 2018, respectively. |
Income Taxes | Income Taxes The Company files federal and state income tax returns in each of the jurisdictions in which it operates. The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statement and income tax bases of assets and liabilities using the enacted tax rates applicable in a given year. A valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax assets will not be realized. 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. However, scheduling the reversal of existing deferred tax liabilities indicated that a portion of the deferred tax assets are not likely to be realized. Therefore, valuation allowances were established against some, but not all, of the Company’s deferred tax assets. In the event the Company determines that it would be able to realize deferred tax assets that have valuation allowances established, an adjustment to the deferred tax assets would be recognized as a component of income tax expense through continuing operations. The calculation of income tax liabilities involves significant judgment in estimating the impact of uncertainties and complex tax laws. The Company’s tax returns are subject to examination by the various federal and state income-taxing authorities in the normal course of business. Such examinations may result in future assessments of additional tax, interest, and penalties. The Company utilizes a two-step approach in recognizing and measuring uncertain tax positions (“tax contingencies”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely to be realized upon ultimate settlement. The Company accounts for income taxes related to tax contingencies and recognizes interest and penalties related to tax contingencies in income tax expense in the consolidated statements of operations. The Company has not recorded any tax contingencies as of December 31, 2020 and December 31, 2019. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 consolidated financial statements. Throughout fiscal year 2020, the Company qualified as an “emerging growth company” pursuant to the provisions of the JOBS Act. As an emerging growth company, the Company elected to use the extended transition period for complying with certain new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended. Effective January 1, 2021, the Company is no longer an emerging growth company. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2018, the FASB issued ASU 2018-15, Intangible – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by these amendments. The amendments in this ASU are effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2019. The Company adopted ASU 2018-15 on January 1, 2020 . The adoption of ASU 2018-15 did no t have a material impact on the Company’s disclosures or the consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement , which removes, modifies or adds disclosure requirements regarding fair value measurements. The amendments in this ASU are effective for all entities beginning after December 15, 2019, with amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and narrative description of measurement uncertainty requiring prospective adoption and all other amendments requiring retrospective adoption. The Company adopted ASU 2018-13 on January 1, 2020. The adoption of ASU 2018-13 did not have a material 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, The Company will adopt ASU 2016-13 effective as of January 1, 2021. The Company does not believe the adoption of ASU 2016-13 will have a material impact on the Company’s disclosures or consolidated financial statements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). In June 2020, the FASB issued ASU No. 2020-05, which amends the effective date of ASU No. 2016-02 to give immediate relief to certain entities as a result of the widespread adverse economic effects and business disruptions caused by the COVID-19 pandemic. The Company is no longer an emerging growth company effective January 1, 2021, and as a result, the relief granted under ASU 2020-05 will not apply and ASU No. 2016-02 is now effective for the Company on January 1, 2021. The Company will apply the modified retrospective transition approach, with no adjustment to prior comparative periods, and will elect the optional practical expedient package, which includes retaining the current classification of l eases. Additionally, the Company will utilize the practical expedient allowing the use of hindsight in determining the lease term and in assessing impairment of its operating lease right-of-use assets. Under ASC Topic 842, the Company expects to record in the consolidated balance sheet as of January 1, 2021 , lease liabilities for operating leases entered into prior to December 31, 2020 of approximately $ 5 million , representing the present value of its future operating lease payments, and corresponding right-of-use assets of approximately $ 4.7 million , based upon the operating lease liabilities adjusted for deferred rent . The Company does not expect t he adoption of ASC Topic 842 will h ave a material impact on its consolidated statement of operations or cash flows . |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Useful Lives of Property and Equipment, Net | Useful lives of each asset class are as follows: Equipment 3 years Furniture 5 years Leasehold improvements 7 years Property and equipment are stated at cost less accumulated depreciation and consist of the following (in thousands): December 31, December 31, 2020 2019 Computer equipment $ 7,254 $ 6,052 Furniture and fixtures 1,280 1,182 Leasehold improvements 350 344 $ 8,884 $ 7,578 Less: Accumulated depreciation (5,381 ) (3,506 ) Property and equipment, net $ 3,503 $ 4,072 |
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 our unlimited delivery subscription program, revenue is recognized for the receipt of the monthly fee in the applicable month for which the delivery service applies to. Revenue consists of the following for the periods indicated (in thousands): Year Ended December 31, 2020 2019 2018 Transaction fees $ 203,471 $ 186,189 $ 65,930 Setup and integration fees 453 5,270 2,882 Other 404 216 461 Total Revenue $ 204,328 $ 191,675 $ 69,273 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
BiteSquad.com, LLC | |
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, 2019 are as follows (in thousands): Twelve Months Ended December 31, 2019 Net Revenue $ 195,961 Net Loss 292,419 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consist of the following (in thousands): December 31, December 31, 2020 2019 Credit card receivables $ 3,013 $ 2,803 Receivables from restaurants and customers 334 950 Accounts receivable $ 3,347 $ 3,753 Less: allowance for doubtful accounts and chargebacks (393 ) (481 ) Accounts receivable, net $ 2,954 $ 3,272 |
Schedule of Allowance for Doubtful Accounts | The activity in the allowance for doubtful accounts and chargebacks is as follows (in thousands): December 31, December 31, 2020 2019 Balance, beginning of the year $ 481 $ 175 Additions to expense 591 481 Write-offs, net of recoveries and other adjustments (679 ) (175 ) Balance, end of the year $ 393 $ 481 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): December 31, December 31, 2020 2019 Prepaid insurance expense $ 4,291 $ 5,859 Other current assets 2,366 2,470 Prepaid expenses and other current assets $ 6,657 $ 8,329 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Schedule of Useful Lives of Property and Equipment, Net | Useful lives of each asset class are as follows: Equipment 3 years Furniture 5 years Leasehold improvements 7 years Property and equipment are stated at cost less accumulated depreciation and consist of the following (in thousands): December 31, December 31, 2020 2019 Computer equipment $ 7,254 $ 6,052 Furniture and fixtures 1,280 1,182 Leasehold improvements 350 344 $ 8,884 $ 7,578 Less: Accumulated depreciation (5,381 ) (3,506 ) Property and equipment, net $ 3,503 $ 4,072 |
Intangibles Assets and Goodwi_2
Intangibles Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets with finite useful lives are amortized using the straight-line method over their useful lives and include internally developed software, as well as software to be otherwise marketed, and trademarks/trade name/patents and customer relationships. Intangible assets are stated at cost or acquisition-date fair value less accumulated amortization and consist of the following (in thousands): As of December 31, 2020 Gross Carrying Amount Accumulated Amortization Accumulated Impairment Intangible Assets, Net Software $ 25,204 $ (6,099 ) $ (11,825 ) $ 7,280 Trademarks/Trade name/Patents 5,405 (3,526 ) — 1,879 Customer Relationships 82,845 (10,702 ) (57,378 ) 14,765 Total $ 113,454 $ (20,327 ) $ (69,203 ) $ 23,924 As of December 31, 2019 Gross Carrying Amount Accumulated Amortization Accumulated Impairment Intangible Assets, Net Software $ 21,223 $ (4,113 ) $ (11,795 ) $ 5,315 Trademarks/Trade name/Patents 5,405 (1,725 ) — 3,680 Customer Relationships 82,343 (8,199 ) (57,378 ) 16,766 Total $ 108,971 $ (14,037 ) $ (69,173 ) $ 25,761 |
Schedule of Estimated Future Amortization Expense of Intangible Assets | Estimated future amortization expense of intangible assets is as follows (in thousands): Amortization 2021 $ 7,375 2022 5,894 2023 3,998 2024 2,705 2025 2,705 Thereafter 1,242 Total future amortization $ 23,919 |
Schedule of Goodwill | The Company’s goodwill balance is as follows as of December 31, 2020 and 2019 (in thousands): December 31, December 31, 2020 2019 Balance, beginning of period $ 106,734 $ 1,408 Acquisitions during the period — 224,538 Impairments during the period — (119,212 ) Balance, end of period $ 106,734 $ 106,734 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consist of the following (in thousands): December 31, December 31, 2020 2019 Accrued advertising expenses $ 12 $ 451 Accrued insurance expenses 3,392 949 Accrued estimated workers' compensation expenses 1,725 2,338 Accrued medical contingency 448 680 Accrued legal contingency — 2,000 Accrued sales tax payable 418 681 Other accrued expenses 4,061 3,469 Unclaimed property 1,679 1,131 Other current liabilities 2,046 1,594 Total other current liabilities $ 13,781 $ 13,293 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt Obligations | The Company’s outstanding debt obligations are as follows (in thousands): Coupon Rate Effective December 31, December 31, Range in 2020 Interest Rate Maturity 2020 2019 Term Loans 5.125% - 7.125% 9.49% November 2023 $ 49,479 $ 69,545 Notes 4.0% - 6.0% 6.49% November 2023 49,504 61,132 Promissory notes n/a 10.00% Various through August 2022 154 284 $ 99,137 $ 130,961 Less: unamortized debt issuance costs on Term Loans (3,541 ) (5,115 ) Less: unamortized debt issuance costs on Notes (1,224 ) (2,602 ) Total long-term debt $ 94,372 $ 123,244 Short-term loans for insurance financing 3.49% - 3.99% n/a August 2021 2,726 3,612 Total outstanding debt $ 97,098 $ 126,856 |
Annual Maturities of Outstanding Debt, Net of Discounts | Annual maturities of outstanding debt, net of discounts are as follows (in thousands): Debt Maturity 2021 $ 2,726 2022 154 2023 94,218 Total debt $ 97,098 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Federal and State Income Taxes | The provision for federal and state income taxes consists of the following (in thousands): Year Ended December 31, 2020 2019 2018 Current Federal $ — $ — $ (477 ) State 122 81 50 Deferred — — — Federal — — — State — — — Income tax expense (benefit) $ 122 $ 81 $ (427 ) |
Summary of Differences between Income Taxes Expected by Applying the U.S. Federal Statutory Tax Rate and the Amount of Income Taxes | The differences between income taxes expected by applying the U.S. federal statutory tax rate of 21% and the amount of income taxes provided for are as follows (in thousands): Year Ended December 31, 2020 2019 2018 Tax at statutory rate $ 3,351 $ (61,077 ) $ (7,295 ) State income taxes 378 (7,863 ) (995 ) Stock-based compensation (204 ) 1,418 366 Non-deductible expenses (376 ) 481 125 Interest expense 1,451 — 48 Work opportunity tax credit (6,625 ) (2,410 ) (611 ) Goodwill and acquired intangibles (4,168 ) 8,434 — Other 566 (1,060 ) — Deferred tax asset revisions 4,271 — — Change in valuation allowance 1,478 62,158 7,935 Income tax expense (benefit) $ 122 $ 81 $ (427 ) |
Summary of Tax Effects of Temporary Differences Giving Rise to Deferred Income Tax Assets and Liabilities | The tax effects of temporary differences giving rise to deferred income tax assets and liabilities are as follows (in thousands): As of December 31, 2020 2019 Deferred tax assets: Stock-based compensation $ 1,110 $ 226 Incentive compensation 368 — Medical contingency 4,306 4,323 Bad debt reserve 97 119 Charitable contribution carryover 34 33 Unearned revenue 2 114 Workers’ compensation reserve 426 473 Deferred rent 69 80 Non-deductible goodwill 18,210 21,088 Non-deductible other intangibles 14,799 14,584 Net operating losses 32,603 33,357 Work opportunity tax credit 12,204 3,817 Interest expense carryforward — 2,098 Total deferred tax assets 84,228 80,312 Valuation allowance (81,207 ) (79,729 ) Net deferred tax assets 3,021 583 Deferred tax liabilities: Fixed assets (2,237 ) (339 ) Capitalized contract costs (782 ) (239 ) Prepaid sponsorship (2 ) (5 ) Total deferred tax liabilities $ (3,021 ) $ (583 ) Net deferred tax asset (liability) $ — $ — |
Schedule of Net Operating Loss Carry Forwards and Tax Credit Carry Forwards | The Company has the following net operating loss carryforwards and tax credit carryforwards (in thousands): As of December 31, Beginning Year of Expiration 2020 2019 Federal net operating losses $ 134,494 $ 138,001 2034 State net operating losses 110,573 106,384 2034 Tax credit carryforwards 12,204 3,817 2037 Total carryforwards $ 257,271 $ 248,202 |
Correction of Prior Period Er_2
Correction of Prior Period Error (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes And Error Corrections [Abstract] | |
Summary of Revised Annual Financial Statements | A summary of the effects of the error correction on reported amounts as of and for the years ended December 31, 2018 and 2019 is presented below. The information in the tables below represents income statement, balance sheet and cash flow statement line items affected by the revision. As shown in the tables below, there was no impact to net cash used in operating activities in 2018 or 2019. Revised Consolidated Statement of Operations (in thousands) Year Ended December 31, 2018 As Reported Adjustment As Revised Other expenses $ 2 $ 17,505 $ 17,507 Net loss before income taxes (34,738 ) (17,505 ) (52,243 ) Net loss (34,311 ) (17,505 ) (51,816 ) Net loss per share - basic and diluted $ (2.18 ) $ (1.11 ) $ (3.29 ) Revised Consolidated Cash Flow Statements (in thousands) Year Ended December 31, 2019 Year Ended December 31, 2018 As Reported Adjustment As Revised As Reported Adjustment As Revised Cash flows from operating activities: Net loss $ (291,306 ) $ — $ (291,306 ) $ (34,311 ) $ (17,505 ) $ (51,816 ) Changes in liabilities: Accrued medical contingency — (680 ) (680 ) — 17,883 17,883 Accrued workers' compensation liability (446 ) 285 (161 ) (342 ) (646 ) (988 ) Other current liabilities (3,012 ) 395 (2,617 ) 4,213 268 4,481 Net cash used in operating activities (73,477 ) — (73,477 ) (15,842 ) — (15,842 ) Revised Consolidated Balance Sheets (in thousands) December 31, 2019 December 31, 2018 As Reported Adjustment As Revised As Reported Adjustment As Revised Other current liabilities $ 12,630 $ 663 $ 13,293 $ 4,508 $ 268 $ 4,776 Total current liabilities 31,988 663 32,651 13,595 268 13,863 Accrued medical contingency - long term — 17,203 17,203 — 17,883 17,883 Accrued workers' compensation liability - long term 463 (361 ) 102 908 (646 ) 262 Total liabilities 156,065 17,505 173,570 97,061 17,505 114,566 Accumulated deficit (362,237 ) (17,505 ) (379,742 ) (70,931 ) (17,505 ) (88,436 ) Total stockholders' equity 22,908 (17,505 ) 5,403 129,491 (17,505 ) 111,986 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments | Future minimum lease payments are as follows (in thousands): Year ended December 31, Amount 2021 $ 1,353 2022 1,175 2023 890 2024 816 2025 803 Thereafter 535 Total minimum lease payments $ 5,572 |
Stock-Based Awards and Cash-B_2
Stock-Based Awards and Cash-Based Awards (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Assumptions Using Option-pricing Model for Grant Date Fair Value | The fair value of each stock option grant was estimated as of the grant date using an option-pricing model with the following assumptions or ranges of assumptions, as applicable. Due to the Company’s limited historical data as a publicly traded company, expected volatility for stock options is based on the historical and implied volatility of comparable publicly traded companies. 2020 2019 2018 Weighted-average fair value at grant $ 0.24 $ 5.08 $ 5.06 Risk free interest rate 1.54% 2.53% - 2.58% 2.1% - 3.1% Expected volatility 100.6% 50.5% - 51.3% 44.6% - 47.03% Expected option life (years) 3.25 6.0 0.75 - 6.0 |
Schedule of Stock Option Activity under Incentive Plans | T he stock option activity under the Company’s in centive p l an s during the years ended December 31, 2020 , 2019 and 2018 is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value Balance, December 31, 2017 4,490,016 $ 0.53 $ 2.35 Granted 947,966 5.19 5.06 Modified (64,329 ) 1.90 4.06 Exercised (4,224,983 ) 0.52 2.39 Forfeited (267,837 ) 0.35 1.74 Balance, December 31, 2018 880,833 $ 5.53 $ 5.20 Granted 301,419 10.13 5.08 Exercised (12,040 ) 0.36 2.95 Forfeited (650,963 ) 9.10 5.37 Expired (73,528 ) 4.82 4.61 Balance, December 31, 2019 445,721 $ 3.66 $ 5.04 Granted 9,572,397 0.37 0.24 Exercised (62,119 ) 0.71 3.73 Forfeited (100,739 ) 5.65 5.72 Expired (102,003 ) 3.33 5.40 Balance, December 31, 2020 9,753,257 $ 0.43 $ 0.33 |
Schedule of Outstanding Stock Options Fully Vested and Expected to Vest and Exercisable | Outstanding stock options, which were fully vested and expected to vest and exercisable are as follows as of December 31, 2020 and 2019: As of December 31, 2020 As of December 31, 2019 Options Fully Vested and Expected to Vest Options Exercisable Options Fully Vested and Expected to Vest Options Exercisable Number of Options 9,753,257 132,846 445,721 220,446 Weighted-average remaining contractual term (years) 4.07 6.82 7.88 7.47 Weighted-average exercise price $ 0.43 $ 3.20 $ 3.66 $ 2.26 Aggregate Intrinsic Value (in thousands) $ 23,285 $ 178 $ 6 $ 6 |
Schedule of Restricted Stock Award Activity under Incentive Plans | The activity for restricted stock with time-based vesting under the Company’s incentive plans is as follows: Number of Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (years) Nonvested at December 31, 2017 — — — Granted 550,000 $ 11.94 Shares vested — — Nonvested at December 31, 2018 550,000 $ 11.94 1.78 Granted 5,004,664 2.29 Shares vested (484,614 ) 11.75 Forfeitures (1,887,411 ) 4.13 Nonvested at December 31, 2019 3,182,639 $ 1.42 2.16 Granted 4,267,501 2.28 Shares vested (946,387 ) 1.36 Forfeitures (1,945,150 ) 1.44 Nonvested at December 31, 2020 4,558,603 $ 2.23 1.71 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Summary of Details Pursuant to the ATM Program | In March 2020 and May 2020, the Company entered into open market sale agreements with respect to an at-the-market offering program (the “ATM Program”) under which the Company could offer and sell, from time to time at its sole discretion, shares of its common stock, through Jefferies LLC as its sales agent. The issuance and sale of shares by the Company under the agreements were made pursuant to the Company’s effective registration statement on Form S-3 which was filed on April 4, 2019. Details of sales pursuant to the ATM Program are included in the table below. Approximately $6,686 of the aggregate offering amount provided for in the March 2020 ATM Program remained unsold when the Company entered into the May 2020 ATM Program. March 2020 ATM Program May 2020 ATM Program Total Maximum aggregate offering price (in thousands) $ 25,000 $ 30,000 Total shares sold 14,262,305 9,436,415 23,698,720 Average sales price per share $ 1.28 $ 3.18 $ 2.04 Gross proceeds (in thousands) $ 18,314 $ 30,000 $ 48,314 Net proceeds (in thousands) $ 18,024 $ 29,550 $ 47,574 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Liabilities Measured at Fair Value on Recurring Basis | The following table presents the Company’s liabilities measured at fair value on a recurring basis as of December 31, 2020 and December 31, 2019 (in thousands): As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Accrued medical contingency $ — $ — $ 17,435 $ 17,435 As of December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities Accrued medical contingency $ — $ — $ 17,883 $ 17,883 |
Schedule of Reconciliation of Liabilities Classified as Level 3 Financial Instruments | The following table presents a reconciliation of liabilities classified as Level 3 financial instruments for the periods indicated (in thousands): Year Ended December 31, 2020 2019 2018 Balance, beginning of the period $ 17,883 $ 18,167 $ 906 Increases/additions 19 — 17,505 Reductions/settlements (467 ) (284 ) (244 ) Balance, end of the period $ 17,435 $ 17,883 $ 18,167 |
Earnings (Loss) Per Share Att_2
Earnings (Loss) Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Earnings (Loss) Per Share Attributable to Common Stockholders | The calculation of basic and diluted earnings (loss) per share attributable to common stockholders for the years ended December 31, 2020, 2019 and 2018 is as follows (in thousands, except share and per share data): Year Ended December 31, 2020 2019 2018 (1) Basic Earnings (Loss) per Share: Net income (loss) $ 15,836 $ (291,306 ) $ (51,816 ) Gain on debt extinguishment recorded as a capital contribution — 1,897 — Net income (loss) attributable to common stockholders - basic $ 15,836 $ (289,409 ) $ (51,816 ) Weighted average number of shares outstanding 98,095,081 72,404,020 15,745,065 Basic earnings (loss) per common share $ 0.16 $ (4.00 ) $ (3.29 ) Diluted Earnings (Loss) per Share: Net income (loss) $ 15,836 $ (291,306 ) $ (51,816 ) Gain on debt extinguishment recorded as a capital contribution — 1,897 — Net income (loss) attributable to common stockholders - diluted $ 15,836 $ (289,409 ) $ (51,816 ) Weighted average number of shares outstanding 98,095,081 72,404,020 15,745,065 Effect of dilutive securities: Stock options 5,875,950 — — Restricted stock units 4,203,991 — — Warrants — — — Weighted average diluted shares 108,175,022 72,404,020 15,745,065 Diluted earnings (loss) per common share $ 0.15 $ (4.00 ) $ (3.29 ) (1) Weighted average shares outstanding have been retroactively restated to reflect the exchange ratio established in the Landcadia Business Combination (see Note 3 – Business Combinations ). |
Schedule of Securities Outstanding Excluded From Fully Diluted Calculations | The following table includes securities outstanding at the end of the respective periods, which have been excluded from the fully diluted calculations because the effect on net earnings (loss) per common share would have been anti-dilutive or were performance-based shares for which the performance criteria had not yet been met: Year Ended December 31, 2020 2019 2018 Antidilutive shares underlying stock-based awards: Stock options 63,295 445,721 880,833 Restricted stock units 267,974 3,182,639 — Warrants (1) 399,726 399,726 25,399,726 (1) Includes 399,726 Debt Warrants as of each year-end and 25,000,000 public warrants as of December 31, 2018. See Note 14 – Stockholders’ Equity for additional details on the Debt Warrants |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Selected Quarterly Financial Information [Abstract] | |
Unaudited Quarterly Financial Data | Unaudited quarterly financial data are as follows (in thousands, except share and per-share data): March 31 June 30 September 30 December 31 Quarter Ended 2020 Revenue $ 44,243 $ 60,506 $ 52,734 $ 46,845 Income from operations $ 732 $ 13,851 $ 7,730 $ 4,862 Net income (loss) $ (2,102 ) $ 10,653 $ 4,644 $ 2,641 Income (loss) per share: (1) Basic $ (0.03 ) $ 0.11 $ 0.04 $ 0.02 Diluted $ (0.03 ) $ 0.10 $ 0.04 $ 0.02 Weighted average common shares outstanding: Basic 76,884,717 95,053,207 109,181,847 110,996,943 Diluted 76,884,717 105,951,232 123,785,750 125,018,776 Quarter Ended 2019 Revenue $ 48,032 $ 51,342 $ 49,201 $ 43,100 Loss from operations (2) $ (23,471 ) $ (23,058 ) $ (215,769 ) $ (19,009 ) Net loss (2) $ (24,749 ) $ (24,852 ) $ (220,104 ) $ (21,601 ) Loss per share: (1) (2) Basic $ (0.38 ) $ (0.32 ) $ (2.89 ) $ (0.28 ) Diluted $ (0.38 ) $ (0.32 ) $ (2.89 ) $ (0.28 ) Weighted average common shares outstanding: Basic 64,525,610 72,416,614 76,145,317 76,357,305 Diluted 64,525,610 72,416,614 76,145,317 76,357,305 (1) Income (loss) per share amounts are computed independently each quarter and full year based upon respective average shares outstanding. Therefore, the sum of the quarterly income (loss) per share amounts may not equal the annual amounts reported. (2) Loss from operations and net loss in the third quarter of 2019 were impacted by goodwill and intangible and other asset impairments (see Note 7 – Intangible Assets and Goodwill ). |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Accounting Polices [Line Items] | |||
Cash | $ 84,706 | $ 29,317 | |
Restaurant liability | 4,301 | ||
Cash supporting letter of credit outstanding | 3,191 | ||
Advertising expense | $ 0 | 397 | $ 603 |
Customer relationship intangible assets useful life | 7 years 6 months | ||
Accounts receivable, net | $ 2,954 | 3,272 | |
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 | ||
Contract modifications impact on revenue | 0 | ||
Deferred costs | 2,424 | 701 | |
Deferred costs, current | 567 | 143 | |
Amortization expense | 397 | 606 | 541 |
Tax contingencies | 0 | 0 | |
ASC Topic 340-40, Other Assets and Deferred Costs | |||
Accounting Polices [Line Items] | |||
Deferred costs | 742 | 270 | |
Deferred costs, current | 170 | 56 | |
Amortization expense | $ 98 | 1,030 | 972 |
ASU 2019-12 | |||
Accounting Polices [Line Items] | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
ASU 2018-15 | |||
Accounting Polices [Line Items] | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
ASU 2018-13 | |||
Accounting Polices [Line Items] | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
ASU 2018-07 | |||
Accounting Polices [Line Items] | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
ASU 2017-11 | |||
Accounting Polices [Line Items] | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | ||
ASU 2016-13 | |||
Accounting Polices [Line Items] | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
ASU 2016-02 | |||
Accounting Polices [Line Items] | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | ||
Operating lease payments | $ 5,000 | ||
Operating lease right of use assets | $ 4,700 | ||
Bite Squad | |||
Accounting Polices [Line Items] | |||
Estimated useful life | 3 years | ||
Software to be Sold, Leased, or Marketed | |||
Accounting Polices [Line Items] | |||
Estimated useful life | 3 years | ||
Internal Use Software | |||
Accounting Polices [Line Items] | |||
Estimated useful life | 3 years | ||
Sales and Marketing Expense | |||
Accounting Polices [Line Items] | |||
Advertising expense | $ 2,749 | $ 31,232 | $ 5,322 |
Minimum | |||
Accounting Polices [Line Items] | |||
Accounts receivable collection period from the date revenue generated | 1 day | ||
Capitalized sales incentives amortization period | 2 years | ||
Percentage of tax benefit realized upon ultimate settlement | 0.50 | ||
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] | |||
Accounts receivable collection period from the date revenue generated | 6 days | ||
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 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Useful Lives of Property and Equipment, net (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Equipment | |
Accounting Polices [Line Items] | |
Property and equipment, estimated useful life | 3 years |
Furniture | |
Accounting Polices [Line Items] | |
Property and equipment, estimated useful life | 5 years |
Leasehold Improvements | |
Accounting Polices [Line Items] | |
Property and equipment, estimated useful life | 7 years |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total Revenue | $ 46,845 | $ 52,734 | $ 60,506 | $ 44,243 | $ 43,100 | $ 49,201 | $ 51,342 | $ 48,032 | $ 204,328 | $ 191,675 | $ 69,273 |
Transaction Fees | |||||||||||
Total Revenue | 203,471 | 186,189 | 65,930 | ||||||||
Setup and Integration Fees | |||||||||||
Total Revenue | 453 | 5,270 | 2,882 | ||||||||
Other Revenue | |||||||||||
Total Revenue | $ 404 | $ 216 | $ 461 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) | Jan. 17, 2019USD ($)$ / sharesshares | Nov. 15, 2018USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($)$ / shares | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | |||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Net income (loss) | $ 2,641,000 | $ 4,644,000 | $ 10,653,000 | $ (2,102,000) | $ (21,601,000) | $ (220,104,000) | $ (24,852,000) | $ (24,749,000) | $ 15,836,000 | $ (291,306,000) | $ (51,816,000) | ||
Goodwill | $ 106,734,000 | 106,734,000 | $ 106,734,000 | 106,734,000 | $ 1,408,000 | ||||||||
Customer Relationships | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Identifiable intangible assets acquired, amortizable life (in years) | 7 years 6 months | ||||||||||||
Software | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Identifiable intangible assets acquired, amortizable life (in years) | 3 years | ||||||||||||
Other Acquisitions | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total consideration for acquisition | $ 525,000 | 1,645,000 | |||||||||||
Other Acquisitions | Customer Relationships | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Identifiable intangible assets acquired, value | 525,000 | 1,343,000 | |||||||||||
Other Acquisitions | Software | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Identifiable intangible assets acquired, value | 250,000 | ||||||||||||
BiteSquad.com, LLC | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total consideration for acquisition | $ 335,858,000 | ||||||||||||
Acquisition date | 2019-01 | ||||||||||||
Business combination, cash consideration | $ 197,404,000 | ||||||||||||
Business combination, share price | $ / shares | $ 11.95 | ||||||||||||
Business combination, pay down of indebtedness | $ 11,880,000 | ||||||||||||
Revenue | 95,079,000 | ||||||||||||
Net income (loss) | 213,497,000 | ||||||||||||
Goodwill | $ 224,538,000 | 224,538,000 | |||||||||||
Business combination, cash consideration | $ 197,404,000 | ||||||||||||
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 | ||||||||||||
BiteSquad.com, LLC | Customer Relationships | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Identifiable intangible assets acquired, value | $ 525,000 | ||||||||||||
Waitr Incorporated | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total consideration for acquisition | $ 300,000,000 | ||||||||||||
Business combination, cash consideration | $ 71,680,000 | ||||||||||||
Business combination, share price | $ / shares | $ 10 | ||||||||||||
Goodwill | $ 0 | ||||||||||||
Other intangible assets | $ 0 | ||||||||||||
Business combination share exchange ratio | 0.8970953 | ||||||||||||
Business combination, cash consideration | $ 71,680,000 | ||||||||||||
Waitr Incorporated | Common Stock | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business combination, share issued | shares | 22,831,697 |
Business Combinations - Summary
Business Combinations - Summary of Supplemental Condensed Consolidated Results of Company on an Unaudited Pro Forma Basis (Details) - BiteSquad.com, LLC $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Business Acquisition [Line Items] | |
Net Revenue | $ 195,961 |
Net Loss | $ 292,419 |
Accounts Receivable, Net - Sche
Accounts Receivable, Net - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Receivables [Abstract] | ||
Credit card receivables | $ 3,013 | $ 2,803 |
Receivables from restaurants and customers | 334 | 950 |
Accounts receivable | 3,347 | 3,753 |
Less: allowance for doubtful accounts and chargebacks | (393) | (481) |
Accounts receivable, net | $ 2,954 | $ 3,272 |
Accounts Receivable, Net - Sc_2
Accounts Receivable, Net - Schedule of Allowance for Doubtful Accounts - (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Receivables [Abstract] | ||
Balance, beginning of the year | $ 481 | $ 175 |
Additions to expense | 591 | 481 |
Write-offs, net of recoveries and other adjustments | (679) | (175) |
Balance, end of the year | $ 393 | $ 481 |
Accounts Receivable, Net - Addi
Accounts Receivable, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Notes And Loans Receivable [Line Items] | ||
Accounts receivable write-off | $ 679 | $ 175 |
Setup and Integration Fees | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Accounts receivable write-off | $ 797 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid insurance expense | $ 4,291 | $ 5,859 |
Other current assets | 2,366 | 2,470 |
Prepaid expenses and other current assets | $ 6,657 | $ 8,329 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and equipment are stated at cost less accumulated depreciation (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 8,884 | $ 7,578 |
Less: Accumulated depreciation | (5,381) | (3,506) |
Property and equipment, net | 3,503 | 4,072 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 7,254 | 6,052 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,280 | 1,182 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 350 | $ 344 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||
Depreciation expense | $ 2,086 | $ 2,048 | $ 1,096 |
Intangibles Assets and Goodwi_3
Intangibles Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (20,327) | $ (14,037) |
Accumulated Impairment | (69,203) | (69,173) |
Intangible Assets, Net | 23,919 | |
Gross Carrying Amount | 113,454 | 108,971 |
Intangible Assets, Net | 23,924 | 25,761 |
Software | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 25,204 | 21,223 |
Accumulated Amortization | (6,099) | (4,113) |
Accumulated Impairment | (11,825) | (11,795) |
Intangible Assets, Net | 7,280 | 5,315 |
Trademarks/Trade name/Patents | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,405 | 5,405 |
Accumulated Amortization | (3,526) | (1,725) |
Intangible Assets, Net | 1,879 | 3,680 |
Customer Relationships | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 82,845 | 82,343 |
Accumulated Amortization | (10,702) | (8,199) |
Accumulated Impairment | (57,378) | (57,378) |
Intangible Assets, Net | $ 14,765 | $ 16,766 |
Intangibles Assets and Goodwi_4
Intangibles Assets and Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible Assets [Line Items] | |||
Capitalized computer software costs | $ 3,982 | ||
Amortization expense | 6,291 | $ 13,726 | $ 127 |
Goodwill | 106,734 | 106,734 | 1,408 |
Goodwill impairment | 0 | 119,212 | $ 0 |
Non-cash pre-tax intangible asset impairment loss | 71,982 | ||
Non-cash pre-tax impairment loss | 191,194 | ||
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] | |||
Impairment losses | 30 | 334 | |
Non-cash pre-tax intangible asset impairment loss | 57,295 | ||
Capitalized cost, impairment loss | 3,815 | ||
Developed Technology | |||
Intangible Assets [Line Items] | |||
Non-cash pre-tax intangible asset impairment loss | 10,872 | ||
BiteSquad.com, LLC | |||
Intangible Assets [Line Items] | |||
Goodwill | 224,538 | ||
BiteSquad.com, LLC | Customer Relationships | |||
Intangible Assets [Line Items] | |||
Identifiable intangible assets acquired, value | $ 525 | ||
GoGoGrocer | Customer Relationships | |||
Intangible Assets [Line Items] | |||
Impairment losses | $ 83 |
Intangibles Assets and Goodwi_5
Intangibles Assets and Goodwill - Schedule of Estimated Future Amortization Expense of Intangible Assets (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2021 | $ 7,375 |
2022 | 5,894 |
2023 | 3,998 |
2024 | 2,705 |
2025 | 2,705 |
Thereafter | 1,242 |
Intangible Assets, Net | $ 23,919 |
Intangibles Assets and Goodwi_6
Intangibles Assets and Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Beginning balance | $ 106,734 | $ 1,408 |
Acquisitions during the period | 0 | 224,538 |
Impairments during the period | (119,212) | |
Ending balance | $ 106,734 | $ 106,734 |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Other Liabilities Disclosure [Abstract] | |||
Accrued advertising expenses | $ 12 | $ 451 | |
Accrued insurance expenses | 3,392 | 949 | |
Accrued estimated workers' compensation expenses | 1,725 | 2,338 | |
Accrued medical contingency | 448 | 680 | |
Accrued legal contingency | 2,000 | ||
Accrued sales tax payable | 418 | 681 | |
Other accrued expenses | 4,061 | 3,469 | |
Unclaimed property | 1,679 | 1,131 | |
Other current liabilities | 2,046 | 1,594 | |
Total other current liabilities | $ 13,781 | $ 13,293 | $ 4,776 |
Debt - Schedule of Debt Obligat
Debt - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Maturity | 2021-08 | 2021-08 |
Long-term debt, gross | $ 99,137 | $ 130,961 |
Total long-term debt | 94,372 | 123,244 |
Short-term loans for insurance financing | 2,726 | 3,612 |
Total outstanding debt | $ 97,098 | $ 126,856 |
Minimum | ||
Debt Instrument [Line Items] | ||
Coupon Rate Range in 2020 | 3.49% | |
Maximum | ||
Debt Instrument [Line Items] | ||
Coupon Rate Range in 2020 | 3.99% | |
Term Loans | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate | 9.49% | 9.49% |
Maturity | 2023-11 | 2023-11 |
Long-term debt, gross | $ 49,479 | $ 69,545 |
Less: unamortized debt issuance costs | $ (3,541) | $ (5,115) |
Term Loans | Minimum | ||
Debt Instrument [Line Items] | ||
Coupon Rate Range in 2020 | 5.125% | |
Term Loans | Maximum | ||
Debt Instrument [Line Items] | ||
Coupon Rate Range in 2020 | 7.125% | |
Promissory Notes | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate | 10.00% | 10.00% |
Maturity | Various through August 2022 | Various through August 2022 |
Long-term debt, gross | $ 154 | $ 284 |
Notes | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate | 6.49% | 6.49% |
Maturity | 2023-11 | 2023-11 |
Long-term debt, gross | $ 49,504 | $ 61,132 |
Less: unamortized debt issuance costs | $ (1,224) | $ (2,602) |
Notes | Minimum | ||
Debt Instrument [Line Items] | ||
Coupon Rate Range in 2020 | 4.00% | |
Notes | Maximum | ||
Debt Instrument [Line Items] | ||
Coupon Rate Range in 2020 | 6.00% |
Debt - Annual Maturities of Out
Debt - Annual Maturities of Outstanding Debt, Net of Discounts (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
2021 | $ 2,726 | |
2022 | 154 | |
2023 | 94,218 | |
Total outstanding debt | $ 97,098 | $ 126,856 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Jul. 31, 2020 | May 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 30, 2020 | Jan. 31, 2019 | Nov. 30, 2018 | |
Debt Instrument [Line Items] | ||||||||
Interest expense, related outstanding debt | $ 9,458,000 | $ 9,408,000 | $ 1,822,000 | |||||
Debt instrument, payment | $ 22,594,000 | $ 0 | 0 | |||||
Debt conversion, description | The Notes include customary anti-dilution protection, including broad-based weighted average adjustments for issuances of additional shares (down-round features). | |||||||
Conversion of convertible notes to common stock | $ 5,360,000 | |||||||
Debt instrument, face amount | $ 25,000,000 | |||||||
Warrants exercisable for number of shares of common stock | 399,726 | 399,726 | 399,726 | |||||
Warrants issued to purchase common stock per share | $ 12.51 | |||||||
Promissory Notes | Other Current Liabilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, current portion | $ 243,000 | |||||||
Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Stock issued, price per share | $ 2.04 | |||||||
Senior Secured First Priority Term Loan | Intermediate Holdings and Waitr Inc. | Additional Term Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 42,080,000 | |||||||
Amended Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, payment | $ 10,500,000 | |||||||
Amended Credit Agreement | Term Loans | Debt Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, payment | $ 10,500,000 | |||||||
Limited Waiver and Conversion Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt conversion, description | In consideration of the prepayment waiver, the Company made a payment on the Term Loans and the lenders converted a portion of the Notes into shares of the Company’s common stock as discussed below under Debt Facility and Notes. The Waiver and Conversion Agreement provided for a conversion rate of 746.269 shares of the Company’s common stock per one thousand principal amount of the Notes (calculated based on the closing price of $1.34 per share of the Company’s common stock on Nasdaq on April 30, 2020). | |||||||
Limited Waiver and Conversion Agreement | Term Loans | Debt Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, payment | $ 12,500,000 | |||||||
Limited Waiver and Conversion Agreement | Notes | Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Common stock issued per one thousand principal amount of notes | 746.269 | |||||||
Stock issued, price per share | $ 1.34 | |||||||
Conversion of convertible notes to common stock | $ 1,000 | |||||||
Convertible Notes Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 60,000,000 | |||||||
Convertible Notes Payable | Amended Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis points | 2.00% | |||||||
Debt instrument, period of reduced interest rate | 1 year | |||||||
Debt instrument, maturity date extended term | 1 year | |||||||
Convertible Notes Payable | Limited Waiver and Conversion Agreement | Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Common stock issued per one thousand principal amount of notes | 9,328,362 | |||||||
Convert portion of outstanding principal amount of notes | $ 12,500,000 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Federal and State Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current | |||
Federal | $ (477) | ||
State | $ 122 | $ 81 | 50 |
Deferred | |||
Income tax expense (benefit) | $ 122 | $ 81 | $ (427) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Statutory income tax rate | 21.00% | |
Valuation allowance | $ 81,207 | $ 79,729 |
Federal and state income tax examination tax year | 2014 | |
Employer payroll tax deferrals under CARES Act | $ 1,409 | |
Percentage of employer payroll tax deferrals, payable in 2021 | 50.00% | |
Percentage of employer payroll tax deferrals, payable in 2022 | 50.00% |
Income Taxes - Summary of Diffe
Income Taxes - Summary of Differences between Income Taxes Expected by Applying the U.S. Federal Statutory Tax Rate of 21% and the Amount of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Tax at statutory rate | $ 3,351 | $ (61,077) | $ (7,295) |
State income taxes | 378 | (7,863) | (995) |
Stock-based compensation | (204) | 1,418 | 366 |
Non-deductible expenses | (376) | 481 | 125 |
Interest expense | 1,451 | 48 | |
Work opportunity tax credit | (6,625) | (2,410) | (611) |
Goodwill and acquired intangibles | (4,168) | 8,434 | |
Other | 566 | (1,060) | |
Deferred tax asset revisions | 4,271 | ||
Change in valuation allowance | 1,478 | 62,158 | 7,935 |
Income tax expense (benefit) | $ 122 | $ 81 | $ (427) |
Income Taxes - Summary of Tax E
Income Taxes - Summary of Tax Effects of Temporary Differences to Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Stock-based compensation | $ 1,110 | $ 226 |
Incentive compensation | 368 | |
Medical contingency | 4,306 | 4,323 |
Bad debt reserve | 97 | 119 |
Charitable contribution carryover | 34 | 33 |
Unearned revenue | 2 | 114 |
Workers’ compensation reserve | 426 | 473 |
Deferred rent | 69 | 80 |
Non-deductible goodwill | 18,210 | 21,088 |
Non-deductible other intangibles | 14,799 | 14,584 |
Net operating losses | 32,603 | 33,357 |
Work opportunity tax credit | 12,204 | 3,817 |
Interest expense carryforward | 2,098 | |
Total deferred tax assets | 84,228 | 80,312 |
Valuation allowance | (81,207) | (79,729) |
Net deferred tax assets | 3,021 | 583 |
Deferred tax liabilities: | ||
Fixed assets | (2,237) | (339) |
Capitalized contract costs | (782) | (239) |
Prepaid sponsorship | (2) | (5) |
Total deferred tax liabilities | $ (3,021) | $ (583) |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Operating Loss Carry Forwards and Tax Credit Carry Forwards (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforwards | $ 12,204 | $ 3,817 |
Tax credit carryforwards beginning year of expiration | 2037 | |
Total carryforwards | $ 257,271 | 248,202 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | $ 134,494 | 138,001 |
Net operating losses beginning year of expiration | 2034 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | $ 110,573 | $ 106,384 |
Net operating losses beginning year of expiration | 2034 |
Correction of Prior Period Er_3
Correction of Prior Period Error - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Additional expense | $ 1,861 | $ 1,547 | $ 17,507 | |
Reduction in retained earnings | (363,906) | (379,742) | (88,436) | |
Reduction in stockholders' equity | $ 88,096 | 5,403 | 111,986 | $ (1,510) |
Adjustment | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Additional expense | 17,505 | |||
Understatement of accrued liability | 17,505 | |||
Reduction in retained earnings | (17,505) | (17,505) | ||
Reduction in stockholders' equity | $ (17,505) | $ (17,505) |
Correction of Prior Period Er_4
Correction of Prior Period Error - Summary of Revised Consolidated Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||||||||
Other expense | $ 1,861 | $ 1,547 | $ 17,507 | ||||||||
Net loss before income taxes | 15,958 | (291,225) | (52,243) | ||||||||
Net income (loss) | $ 2,641 | $ 4,644 | $ 10,653 | $ (2,102) | $ (21,601) | $ (220,104) | $ (24,852) | $ (24,749) | $ 15,836 | (291,306) | $ (51,816) |
Net loss per share - basic and diluted | $ (3,290) | ||||||||||
As Reported | |||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||||||||
Other expense | $ 2 | ||||||||||
Net loss before income taxes | (34,738) | ||||||||||
Net income (loss) | $ (291,306) | $ (34,311) | |||||||||
Net loss per share - basic and diluted | $ (2,180) | ||||||||||
Adjustment | |||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||||||||
Other expense | $ 17,505 | ||||||||||
Net loss before income taxes | (17,505) | ||||||||||
Net income (loss) | $ (17,505) | ||||||||||
Net loss per share - basic and diluted | $ (1,110) |
Correction of Prior Period Er_5
Correction of Prior Period Error - Summary of Revised Consolidated Cash Flow Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||||||||||
Net income (loss) | $ 2,641 | $ 4,644 | $ 10,653 | $ (2,102) | $ (21,601) | $ (220,104) | $ (24,852) | $ (24,749) | $ 15,836 | $ (291,306) | $ (51,816) |
Changes in liabilities: | |||||||||||
Accrued medical contingency | (216) | (680) | 17,883 | ||||||||
Accrued workers’ compensation liability | (102) | (161) | (988) | ||||||||
Other current liabilities | 3,630 | (2,617) | 4,481 | ||||||||
Net cash used in operating activities | $ 38,445 | (73,477) | (15,842) | ||||||||
As Reported | |||||||||||
Cash flows from operating activities: | |||||||||||
Net income (loss) | (291,306) | (34,311) | |||||||||
Changes in liabilities: | |||||||||||
Accrued workers’ compensation liability | (446) | (342) | |||||||||
Other current liabilities | (3,012) | 4,213 | |||||||||
Net cash used in operating activities | (73,477) | (15,842) | |||||||||
Adjustment | |||||||||||
Cash flows from operating activities: | |||||||||||
Net income (loss) | (17,505) | ||||||||||
Changes in liabilities: | |||||||||||
Accrued medical contingency | (680) | 17,883 | |||||||||
Accrued workers’ compensation liability | 285 | (646) | |||||||||
Other current liabilities | $ 395 | $ 268 |
Correction of Prior Period Er_6
Correction of Prior Period Error - Summary of Revised Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Other current liabilities | $ 13,781 | $ 13,293 | $ 4,776 | |
Total current liabilities | 30,304 | 32,651 | 13,863 | |
Accrued medical contingency | 16,987 | 17,203 | 17,883 | |
Accrued workers’ compensation liability | 0 | 102 | 262 | |
Total liabilities | 144,136 | 173,570 | 114,566 | |
Accumulated deficit | (363,906) | (379,742) | (88,436) | |
Total stockholders' equity | $ 88,096 | 5,403 | 111,986 | $ (1,510) |
As Reported | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Other current liabilities | 12,630 | 4,508 | ||
Total current liabilities | 31,988 | 13,595 | ||
Accrued workers’ compensation liability | 463 | 908 | ||
Total liabilities | 156,065 | 97,061 | ||
Accumulated deficit | (362,237) | (70,931) | ||
Total stockholders' equity | 22,908 | 129,491 | ||
Adjustment | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Other current liabilities | 663 | 268 | ||
Total current liabilities | 663 | 268 | ||
Accrued medical contingency | 17,203 | 17,883 | ||
Accrued workers’ compensation liability | (361) | (646) | ||
Total liabilities | 17,505 | 17,505 | ||
Accumulated deficit | (17,505) | (17,505) | ||
Total stockholders' equity | $ (17,505) | $ (17,505) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Aug. 19, 2020shares | Nov. 30, 2017USD ($) | Dec. 31, 2020USD ($)Partnershares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Loss Contingencies [Line Items] | |||||
Operating lease rent expense | $ 726 | $ 423 | |||
Total asserted claim plus estimated accrued interest and penalties amount | 300 | ||||
Long-term portion of estimated medical contingency claim | $ 16,987 | 17,203 | 17,883 | ||
Current portion of accrued medical contingency | 448 | 680 | |||
Outstanding workers compensation and auto policy claims | $ 4,697 | 2,377 | |||
Number of restaurant partner | Partner | 10,000 | ||||
Other Expenses | |||||
Loss Contingencies [Line Items] | |||||
Expense related to lawsuits settlement | $ 1,000 | 2,000 | |||
Halley and Montgomery Lawsuits | |||||
Loss Contingencies [Line Items] | |||||
Common stock to be issued to settle lawsuits | shares | 873,720 | ||||
Maximum | |||||
Loss Contingencies [Line Items] | |||||
Common stock to be issued for legal consideration | shares | 1,556,420 | ||||
Other Current Liabilities | |||||
Loss Contingencies [Line Items] | |||||
Current portion of accrued medical contingency | $ 448 | 680 | |||
Adjustment | |||||
Loss Contingencies [Line Items] | |||||
Understatement of accrued liability | 17,505 | ||||
Long-term portion of estimated medical contingency claim | $ 17,203 | $ 17,883 | |||
Workers’ Compensation Liability | LIGA | |||||
Loss Contingencies [Line Items] | |||||
Eligibility threshold for claims coverage | $ 25,000 | ||||
Louisiana | |||||
Loss Contingencies [Line Items] | |||||
Operating lease expiration period | 2026-08 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Lease Payments (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2021 | $ 1,353 |
2022 | 1,175 |
2023 | 890 |
2024 | 816 |
2025 | 803 |
Thereafter | 535 |
Total minimum lease payments | $ 5,572 |
Stock-Based Awards and Cash-B_3
Stock-Based Awards and Cash-Based Awards - Additional Information (Details) - USD ($) | Jan. 03, 2021 | Apr. 23, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Share-based Payment Arrangement, Option | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Compensation expense | $ 1,449,000 | $ 1,257,000 | $ 9,008,000 | |||
Aggregate intrinsic value of awards exercised | $ 61,000 | 52,000 | 5,250,000 | |||
Amended 2018 Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Increase number of shares of common stock reserved for issuance of equity-based awards | 13,500,000 | |||||
Increases in shares reserved for issuance, percentage of outstanding shares of common stock | 5.00% | |||||
Common stock, reserved for issuance | 6,659,056 | |||||
Amended 2014 Stock Plan and 2018 Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Compensation expense | $ 5,166,000 | $ 7,240,000 | $ 9,580,000 | |||
2018 Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Grants under plan | 9,572,397 | 301,419 | 947,966 | |||
Exercise price of options | $ 0.43 | $ 3.66 | $ 5.53 | $ 0.53 | ||
Options modified | 64,329 | |||||
2018 Incentive Plan | Share-based Payment Arrangement, Option | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unrecognized compensation cost related to nonvested | $ 1,387,000 | |||||
Unrecognized compensation cost related to nonvested expected to be recognized over weighted average period | 1 year | |||||
2018 Incentive Plan | Share-based Payment Arrangement, Option | Landcadia Business Combination | Share Conversion Reflecting Exchange Ratio | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options modified | 64,329 | |||||
2018 Incentive Plan | RSUs and RSAs | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares granted | 4,267,501 | 5,004,664 | 550,000 | |||
2018 Incentive Plan | Grimstad Option | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Grants under plan | 9,572,397 | 0 | ||||
Grants under plan aggregate grant date fair value | $ 2,297,000 | |||||
Exercise price of options | $ 0.37 | |||||
Vesting percentage | 50.00% | |||||
Vesting right | the options will vest 50% on each of the first two anniversaries of the grant date. | |||||
Vesting period | 2 years | |||||
Exercise term | 5 years | 10 years | ||||
2018 Incentive Plan | Grimstad Option | Performance Bonus Agreement | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Minimum consideration common stock payable, per share | $ 2 | |||||
Bonus payable, amount | $ 5,000,000 | |||||
2018 Incentive Plan | Grimstad Option | Grimstad RSU Grant | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Compensation expense | $ 0 | |||||
Shares granted | 3,134,325 | |||||
Aggregate grant date fair value | $ 3,542,000 | |||||
2018 Incentive Plan | Grimstad Option | Minimum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Exercise term | 3 years | |||||
2018 Incentive Plan | Grimstad Option | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Exercise term | 4 years | |||||
2018 Incentive Plan and Amended 2018 Plan | Time-based RSUs | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares granted | 4,267,501 | |||||
Aggregate grant date fair value | $ 9,715,000 | |||||
2018 Incentive Plan and Amended 2018 Plan | Time-based RSUs | Non-employee Directors | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares granted | 1,400,000 | |||||
Share-based compensation arrangement by share-based payment award award vesting upon earliest date | Jun. 30, 2021 | |||||
2018 Incentive Plan and Amended 2018 Plan | Time-based RSUs | Employees | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares granted | 2,867,501 | |||||
2018 Incentive Plan and Amended 2018 Plan | RSUs and RSAs | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Compensation expense | $ 3,717,000 | $ 5,983,000 | $ 572,000 | |||
2018 Incentive Plan and Amended 2018 Plan | Restricted Stock Units (RSUs) | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unrecognized compensation cost related to nonvested | $ 6,870,000 | |||||
Unrecognized compensation cost related to nonvested expected to be recognized over weighted average period | 1 year 8 months 12 days | |||||
Grant date fair value of restricted shares vested | $ 1,290,000 | $ 5,694,000 | ||||
2018 Incentive Plan and Amended 2018 Plan | Minimum | Time-based RSUs | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
2018 Incentive Plan and Amended 2018 Plan | Maximum | Time-based RSUs | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 3 years |
Stock-Based Awards and Cash-B_4
Stock-Based Awards and Cash-Based Awards - Schedule of Assumptions Using Option-pricing Model for Grant Date Fair Value (Details) - Share-based Payment Arrangement, Option - Grimstad Option - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted-average fair value at grant | $ 0.24 | $ 5.08 | $ 5.06 |
Risk free interest rate | 1.54% | ||
Expected volatility | 100.60% | ||
Expected option life (years) | 3 years 3 months | 6 years | |
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk free interest rate | 2.53% | 2.10% | |
Expected volatility | 50.50% | 44.60% | |
Expected option life (years) | 9 months | ||
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk free interest rate | 2.58% | 3.10% | |
Expected volatility | 51.30% | 47.03% | |
Expected option life (years) | 6 years |
Stock-Based Awards and Cash-B_5
Stock-Based Awards and Cash-Based Awards - Schedule of Stock Option Activity under Incentive Plans (Details) - 2018 Incentive Plan - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Beginning balance | 445,721 | 880,833 | 4,490,016 |
Number of Shares, Granted | 9,572,397 | 301,419 | 947,966 |
Number of Shares, Modified | (64,329) | ||
Number of Shares, Exercised | (62,119) | (12,040) | (4,224,983) |
Number of Shares, Forfeited | (100,739) | (650,963) | (267,837) |
Number of Shares, Expired | (102,003) | (73,528) | |
Number of shares, Ending balance | 9,753,257 | 445,721 | 880,833 |
Weighted Average Exercise Price, Beginning balance | $ 3.66 | $ 5.53 | $ 0.53 |
Weighted Average Exercise Price, Granted | 0.37 | 10.13 | 5.19 |
Weighted Average Exercise Price, Modified | 1.90 | ||
Weighted Average Exercise Price, Exercised | 0.71 | 0.36 | 0.52 |
Weighted Average Exercise Price, Forfeited | 5.65 | 9.10 | 0.35 |
Weighted Average Exercise Price, Expired | 3.33 | 4.82 | |
Weighted Average Exercise Price, Ending balance | 0.43 | 3.66 | 5.53 |
Weighted Average Grant Date Fair Value, Beginning balance | 5.04 | 5.20 | 2.35 |
Weighted Average Grant Date Fair Value, Granted | 0.24 | 5.08 | 5.06 |
Weighted Average Grant Date Fair Value, Modified | 4.06 | ||
Weighted Average Grant Date Fair Value, Exercised | 3.73 | 2.95 | 2.39 |
Weighted Average Grant Date Fair Value, Forfeited | 5.72 | 5.37 | 1.74 |
Weighted Average Grant Date Fair Value, Expired | 5.40 | 4.61 | |
Weighted Average Grant Date Fair Value, Ending balance | $ 0.33 | $ 5.04 | $ 5.20 |
Stock-Based Awards and Cash-B_6
Stock-Based Awards and Cash-Based Awards - Schedule of Outstanding Stock Options Fully Vested and Expected to Vest and Exercisable (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Options | 9,753,257 | 445,721 |
Weighted-average remaining contractual term (years) | 4 years 25 days | 7 years 10 months 17 days |
Weighted-average exercise price | $ 0.43 | $ 3.66 |
Aggregate Intrinsic Value (in thousands) | $ 23,285 | $ 6 |
Number of Options | 132,846 | 220,446 |
Weighted-average remaining contractual term (years) | 6 years 9 months 25 days | 7 years 5 months 19 days |
Weighted-average exercise price | $ 3.20 | $ 2.26 |
Aggregate Intrinsic Value (in thousands) | $ 178 | $ 6 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Restricted Stock Award Activity under Incentive Plans (Details) - Restricted Stock Units and Restricted Stock Awards - 2018 Incentive Plan - $ / shares | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Shares, Nonvested, Beginning balance | 3,182,639 | 550,000 | ||
Number of Shares, Granted | 4,267,501 | 5,004,664 | 550,000 | |
Number of Shares, Vested | (946,387) | (484,614) | ||
Number of Shares, Forfeitures | (1,945,150) | (1,887,411) | ||
Number of Shares, Nonvested, Ending balance | 4,558,603 | 3,182,639 | 550,000 | |
Weighted Average Grant Date Fair Value, Nonvested, Beginning balance | $ 1.42 | $ 11.94 | ||
Weighted Average Grant Date Fair Value, Shares Granted | 2.28 | 2.29 | $ 11.94 | |
Weighted Average Grant Date Fair Value, Shares Vested | 1.36 | 11.75 | ||
Weighted Average Grant Date Fair Value, Shares Forfeitures | 1.44 | 4.13 | ||
Weighted Average Grant Date Fair Value, Nonvested, Ending balance | $ 2.23 | $ 1.42 | $ 11.94 | |
Weighted Average Remaining Contractual Term (years) | 1 year 8 months 15 days | 2 years 1 month 28 days | 1 year 9 months 10 days | 0 years |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | May 31, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 249,000,000 | 249,000,000 | |||
Common stock, shares outstanding | 111,259,037 | 76,579,175 | |||
Common stock, shares issued | 111,259,037 | 76,579,175 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Number of votes per share | one vote per share | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Warrants exercisable for number of shares of common stock | 399,726 | 399,726 | 399,726 | ||
Warrants issued to purchase common stock per share | $ 12.51 | ||||
Debt warrant expiration date | Nov. 15, 2022 | ||||
Common Stock | Convertible Notes Payable | Limited Waiver and Conversion Agreement | |||||
Class Of Stock [Line Items] | |||||
Convert portion of outstanding principal amount of notes | $ 12,500 | ||||
Common stock issued per one thousand principal amount of notes | 9,328,362 | ||||
March 2020 ATM Program | Common Stock | |||||
Class Of Stock [Line Items] | |||||
Aggregate offering amount | $ 6,686 | $ 6,686 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Details Pursuant to the ATM Program (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Class Of Stock [Line Items] | |||
Proceeds from issuance of stock | $ 48,314 | $ 50,002 | $ 0 |
Common Stock | |||
Class Of Stock [Line Items] | |||
Issuance of common stock (in shares) | 23,698,720 | 6,757,000 | |
Stock issued, price per share | $ 2.04 | ||
Proceeds from issuance of stock | $ 48,314 | ||
Net proceeds (in thousands) | 47,574 | ||
March 2020 ATM Program | Common Stock | |||
Class Of Stock [Line Items] | |||
Maximum aggregate offering price (in thousands) | $ 25,000 | ||
Issuance of common stock (in shares) | 14,262,305 | ||
Stock issued, price per share | $ 1.28 | ||
Proceeds from issuance of stock | $ 18,314 | ||
Net proceeds (in thousands) | 18,024 | ||
May 2020 ATM Program | Common Stock | |||
Class Of Stock [Line Items] | |||
Maximum aggregate offering price (in thousands) | $ 30,000 | ||
Issuance of common stock (in shares) | 9,436,415 | ||
Stock issued, price per share | $ 3.18 | ||
Proceeds from issuance of stock | $ 30,000 | ||
Net proceeds (in thousands) | $ 29,550 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Average annual inflation rate | 3.50% | |
Fair value, transfer of assets from level 1 to level 2 | $ 0 | $ 0 |
Fair value, transfer of assets from level 2 to level 1 | 0 | 0 |
Fair value, transfer of liabilities from level 1 to level 2 | 0 | 0 |
Fair value, transfer of liabilities from level 2 to level 1 | 0 | 0 |
Fair value, transfer of assets into level 3 | 0 | 0 |
Fair value, transfer of assets out of level 3 | 0 | 0 |
Fair value, transfer of liabilities into level 3 | 0 | 0 |
Fair value, transfer of liabilities out of level 3 | 0 | 0 |
Fair Value, Measurements, Recurring | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Assets to be measured at fair value | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Liabilities | ||
Accrued medical contingency | $ 17,435 | $ 17,883 |
Level 3 | ||
Liabilities | ||
Accrued medical contingency | $ 17,435 | $ 17,883 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Reconciliation of Liabilities Classified as Level 3 Financial Instruments (Details) - Fair Value, Measurements, Recurring - Level 3 - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Net Derivative Asset Liability Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Balance, beginning of the period | $ 17,883 | $ 18,167 | $ 906 |
Increases/additions | 19 | 17,505 | |
Reductions/settlements | (467) | (284) | (244) |
Balance, end of the period | $ 17,435 | $ 17,883 | $ 18,167 |
Earnings (Loss) Per Share Att_3
Earnings (Loss) Per Share Attributable to Common Stockholders - Schedule of Calculation of Basic and Diluted Earnings (Loss) Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Basic Earnings (Loss) per Share: | |||||||||||
Net income (loss) | $ 2,641 | $ 4,644 | $ 10,653 | $ (2,102) | $ (21,601) | $ (220,104) | $ (24,852) | $ (24,749) | $ 15,836 | $ (291,306) | $ (51,816) |
Gain on debt extinguishment recorded as a capital contribution | 0 | 1,897 | 0 | ||||||||
Net income (loss) attributable to common stockholders - basic | $ 15,836 | $ (289,409) | $ (51,816) | ||||||||
Weighted average number of shares outstanding | 110,996,943 | 109,181,847 | 95,053,207 | 76,884,717 | 76,357,305 | 76,145,317 | 72,416,614 | 64,525,610 | 98,095,081 | 72,404,020 | 15,745,065 |
Basic earnings (loss) per common share | $ 0.02 | $ 0.04 | $ 0.11 | $ (0.03) | $ (0.28) | $ (2.89) | $ (0.32) | $ (0.38) | $ 0.16 | $ (4) | $ (3.29) |
Diluted Earnings (Loss) per Share: | |||||||||||
Net income (loss) | $ 2,641 | $ 4,644 | $ 10,653 | $ (2,102) | $ (21,601) | $ (220,104) | $ (24,852) | $ (24,749) | $ 15,836 | $ (291,306) | $ (51,816) |
Gain on debt extinguishment recorded as a capital contribution | 0 | 1,897 | 0 | ||||||||
Net income (loss) attributable to common stockholders - diluted | $ 15,836 | $ (289,409) | $ (51,816) | ||||||||
Weighted average number of shares outstanding | 110,996,943 | 109,181,847 | 95,053,207 | 76,884,717 | 76,357,305 | 76,145,317 | 72,416,614 | 64,525,610 | 98,095,081 | 72,404,020 | 15,745,065 |
Effect of dilutive securities: | |||||||||||
Weighted average diluted shares | 125,018,776 | 123,785,750 | 105,951,232 | 76,884,717 | 76,357,305 | 76,145,317 | 72,416,614 | 64,525,610 | 108,175,022 | 72,404,020 | 15,745,065 |
Diluted earnings (loss) per common share | $ 0.02 | $ 0.04 | $ 0.10 | $ (0.03) | $ (0.28) | $ (2.89) | $ (0.32) | $ (0.38) | $ 0.15 | $ (4) | $ (3.29) |
Stock Options | |||||||||||
Effect of dilutive securities: | |||||||||||
Dilutive securities | 5,875,950 | ||||||||||
Restricted Stock Units | |||||||||||
Effect of dilutive securities: | |||||||||||
Dilutive securities | 4,203,991 |
Earnings (Loss) Per Share Att_4
Earnings (Loss) Per Share Attributable to Common Stockholders - Schedule of Securities Outstanding Excluded From Fully Diluted Calculations (Details) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restricted Stock Units | |||
Stock Options, Restricted Stock Units and Warrants | 267,974 | 3,182,639 | |
Stock Options | |||
Stock Options, Restricted Stock Units and Warrants | 63,295 | 445,721 | 880,833 |
Warrants | |||
Stock Options, Restricted Stock Units and Warrants | 399,726 | 399,726 | 25,399,726 |
Earnings (Loss) Per Share Att_5
Earnings (Loss) Per Share Attributable to Common Stockholders - Schedule of Securities Outstanding Excluded From Fully Diluted Calculations (Parenthetical) (Details) - shares | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt warrants | 399,726 | 399,726 | 399,726 |
Warrant Exchange Offer | |||
Public warrants | 25,000,000 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended |
Jul. 31, 2020 | Dec. 31, 2020 | |
C Grimstad and Associates ("CGA") | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amount reimbursed | $ 262 | |
Jefferies Financial Group (“JFG”) | At The Market Offerings | ||
Related Party Transaction [Line Items] | ||
Payments to related parties | $ 740 | |
Jefferies Financial Group (“JFG”) | Minimum | ||
Related Party Transaction [Line Items] | ||
Percentage of common stock owned by related party | 5.00% |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) - Unaudited Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||
Total Revenue | $ 46,845 | $ 52,734 | $ 60,506 | $ 44,243 | $ 43,100 | $ 49,201 | $ 51,342 | $ 48,032 | $ 204,328 | $ 191,675 | $ 69,273 |
Income (loss) from operations | 4,862 | 7,730 | 13,851 | 732 | (19,009) | (215,769) | (23,058) | (23,471) | 27,175 | (281,307) | (34,143) |
Net income (loss) | $ 2,641 | $ 4,644 | $ 10,653 | $ (2,102) | $ (21,601) | $ (220,104) | $ (24,852) | $ (24,749) | $ 15,836 | $ (291,306) | $ (51,816) |
INCOME (LOSS) PER SHARE: | |||||||||||
Basic | $ 0.02 | $ 0.04 | $ 0.11 | $ (0.03) | $ (0.28) | $ (2.89) | $ (0.32) | $ (0.38) | $ 0.16 | $ (4) | $ (3.29) |
Diluted | $ 0.02 | $ 0.04 | $ 0.10 | $ (0.03) | $ (0.28) | $ (2.89) | $ (0.32) | $ (0.38) | $ 0.15 | $ (4) | $ (3.29) |
Weighted average shares used to compute net income (loss) per share: | |||||||||||
Weighted average common shares outstanding – basic | 110,996,943 | 109,181,847 | 95,053,207 | 76,884,717 | 76,357,305 | 76,145,317 | 72,416,614 | 64,525,610 | 98,095,081 | 72,404,020 | 15,745,065 |
Weighted average common shares outstanding – diluted | 125,018,776 | 123,785,750 | 105,951,232 | 76,884,717 | 76,357,305 | 76,145,317 | 72,416,614 | 64,525,610 | 108,175,022 | 72,404,020 | 15,745,065 |