Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 03, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-37788 | ||
Entity Registrant Name | WAITR HOLDINGS INC. | ||
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 | ||
Title of 12(b) Security | Common Stock, Par Value $0.0001 Per Share | ||
Trading Symbol | WTRH | ||
Security Exchange Name | NASDAQ | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 183,791,686 | ||
Entity Common Stock, Shares Outstanding | 154,034,733 | ||
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. | ||
Entity Central Index Key | 0001653247 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Interactive Data Current | Yes |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Moss Adams LLP |
Auditor Location | Los Angeles, California |
Auditor Firm ID | 659 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 60,111 | $ 84,706 |
Accounts receivable, net | 3,027 | 2,954 |
Capitalized contract costs, current | 1,170 | 737 |
Prepaid expenses and other current assets | 8,706 | 6,657 |
TOTAL CURRENT ASSETS | 73,014 | 95,054 |
Property and equipment, net | 3,763 | 3,503 |
Capitalized contract costs, noncurrent | 3,183 | 2,429 |
Goodwill | 130,624 | 106,734 |
Intangible assets, net | 43,126 | 23,924 |
Operating lease right-of-use assets | 4,327 | |
Other noncurrent assets | 1,070 | 588 |
TOTAL ASSETS | 259,107 | 232,232 |
CURRENT LIABILITIES | ||
Accounts payable | 7,018 | 4,382 |
Restaurant food liability | 3,327 | 4,301 |
Accrued payroll | 2,988 | 4,851 |
Short-term loans for insurance financing | 3,142 | 2,726 |
Income tax payable | 74 | 122 |
Operating lease liabilities | 1,581 | |
Other current liabilities | 19,309 | 13,922 |
TOTAL CURRENT LIABILITIES | 37,439 | 30,304 |
Long term debt - related party | 81,977 | 94,218 |
Accrued medical contingency | 53 | 16,987 |
Operating lease liabilities, net of current portion | 3,034 | |
Other noncurrent liabilities | 2,115 | 2,627 |
TOTAL LIABILITIES | 124,618 | 144,136 |
Commitments and contingent liabilities | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock, $0.0001 par value; 249,000,000 shares authorized and 146,094,300 and 111,259,037 shares issued and outstanding at December 31, 2021 and 2020, respectively | 15 | 11 |
Additional paid in capital | 503,609 | 451,991 |
Accumulated deficit | (369,135) | (363,906) |
TOTAL STOCKHOLDERS’ EQUITY | 134,489 | 88,096 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 259,107 | $ 232,232 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 249,000,000 | 249,000,000 |
Common stock, shares issued (in shares) | 146,094,300 | 111,259,037 |
Common stock, shares outstanding (in shares) | 146,094,300 | 111,259,037 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
REVENUE | $ 182,194 | $ 204,328 | $ 191,675 |
COSTS AND EXPENSES: | |||
Operations and support | 108,599 | 109,240 | 147,759 |
Sales and marketing | 19,198 | 12,242 | 52,370 |
Research and development | 4,156 | 4,262 | 7,718 |
General and administrative | 45,042 | 42,982 | 56,862 |
Depreciation and amortization | 12,429 | 8,377 | 15,774 |
Goodwill impairment | 0 | 0 | 119,212 |
Intangible and other asset impairments | 186 | 30 | 73,251 |
Loss on disposal of assets | 158 | 20 | 36 |
TOTAL COSTS AND EXPENSES | 189,768 | 177,153 | 472,982 |
INCOME (LOSS) FROM OPERATIONS | (7,574) | 27,175 | (281,307) |
OTHER EXPENSES (INCOME) AND LOSSES (GAINS), NET | |||
Interest expense | 7,074 | 9,458 | 9,408 |
Interest income | 0 | (102) | (1,037) |
Other (income) expense | (9,443) | 1,861 | 1,547 |
NET INCOME (LOSS) BEFORE INCOME TAXES | (5,205) | 15,958 | (291,225) |
Income tax expense | 24 | 122 | 81 |
NET INCOME (LOSS) | $ (5,229) | $ 15,836 | $ (291,306) |
INCOME (LOSS) PER SHARE: | |||
Basic (in dollars per share) | $ (0.04) | $ 0.16 | $ (4) |
Diluted (in dollars per share) | $ (0.04) | $ 0.15 | $ (4) |
Weighted average shares used to compute net income (loss) per share: | |||
Weighted average common shares outstanding - basic (in shares) | 120,593,501 | 98,095,081 | 72,404,020 |
Weighted average common shares outstanding - diluted (in shares) | 120,593,501 | 108,175,022 | 72,404,020 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | BiteSquad.com, LLC | Common Stock | Common StockBiteSquad.com, LLC | Additional Paid-in Capital | Additional Paid-in CapitalBiteSquad.com, LLC | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2018 | 54,035,538 | ||||||
Beginning balance at Dec. 31, 2018 | $ 111,986 | $ 5 | $ 200,417 | $ (88,436) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (291,306) | $ 213,497 | (291,306) | ||||
Gain on debt extinguishment | 1,897 | 1,897 | |||||
Exercise of stock options and vesting of restricted stock units (in shares) | 496,654 | ||||||
Exercise of stock options and vesting of restricted stock units | 4 | 4 | |||||
Taxes paid related to net settlement on stock-based compensation (in shares) | (121,874) | ||||||
Taxes paid related to net settlement on stock-based compensation | (811) | (811) | |||||
Stock-based compensation | 7,238 | 7,238 | |||||
Equity issued in exchange for services | 120 | 120 | |||||
Issuance of common stock in connection with Term Loans (in shares) | 325,000 | ||||||
Issuance of common stock in connection with Term Loan | 3,884 | 3,884 | |||||
Public warrants exchanged for common stock (in shares) | 4,494,889 | ||||||
Public warrants exchanged for common stock | (609) | $ 1 | (610) | ||||
Equity issued for acquisitions (in shares) | 10,591,968 | ||||||
Equity issued for acquisitions | 126,574 | $ 1 | $ 126,573 | ||||
Issuance of common stock (in shares) | 6,757,000 | ||||||
Issuance of common stock | 46,426 | $ 1 | 46,425 | ||||
Ending balance (in shares) at Dec. 31, 2019 | 76,579,175 | ||||||
Ending balance at Dec. 31, 2019 | 5,403 | $ 8 | 385,137 | (379,742) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | 15,836 | 15,836 | |||||
Exercise of stock options and vesting of restricted stock units (in shares) | 779,060 | ||||||
Exercise of stock options and vesting of restricted stock units | 45 | 45 | |||||
Taxes paid related to net settlement on stock-based compensation (in shares) | 0 | ||||||
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 (in shares) | 9,328,362 | ||||||
Stock issued for conversion of Notes | 12,026 | $ 1 | 12,025 | ||||
Stock issued for settlement of legal contingency (in shares) | 873,720 | ||||||
Stock issued for settlement of legal contingency | 3,023 | 3,023 | |||||
Equity issued for acquisitions | 100 | 0 | 100 | ||||
Issuance of common stock (in shares) | 23,698,720 | ||||||
Issuance of common stock | 47,574 | $ 2 | 47,572 | ||||
Ending balance (in shares) at Dec. 31, 2020 | 111,259,037 | ||||||
Ending balance at Dec. 31, 2020 | 88,096 | $ 11 | 451,991 | (363,906) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (5,229) | (5,229) | |||||
Exercise of stock options and vesting of restricted stock units (in shares) | 2,677,887 | ||||||
Exercise of stock options and vesting of restricted stock units | 14 | $ 1 | 13 | ||||
Taxes paid related to net settlement on stock-based compensation | (985) | (985) | |||||
Stock-based compensation | 7,974 | 7,974 | |||||
Equity issued for acquisitions (in shares) | 6,154,770 | ||||||
Equity issued for acquisitions | 13,724 | $ 0 | 13,724 | ||||
Issuance of common stock (in shares) | 26,002,606 | ||||||
Issuance of common stock | 30,895 | $ 3 | 30,892 | ||||
Ending balance (in shares) at Dec. 31, 2021 | 146,094,300 | ||||||
Ending balance at Dec. 31, 2021 | $ 134,489 | $ 15 | $ 503,609 | $ (369,135) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (5,229) | $ 15,836 | $ (291,306) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Non-cash interest expense | 2,258 | 5,925 | 5,674 |
Non-cash advertising expense | 0 | 0 | 397 |
Stock-based compensation | 7,974 | 5,166 | 7,238 |
Equity issued in exchange for services | 0 | 0 | 120 |
Loss on disposal of assets | 158 | 20 | 36 |
Depreciation and amortization | 12,429 | 8,377 | 15,774 |
Goodwill impairment | 0 | 0 | 119,212 |
Intangible and other asset impairments | 186 | 30 | 73,251 |
Amortization of capitalized contract costs | 964 | 495 | 1,637 |
Change in estimate of accrued medical contingency | (16,715) | 0 | 0 |
Change in fair value of contingent consideration liability | 253 | 0 | 0 |
Write-off of notes receivable | 0 | 388 | 0 |
Other | (111) | (12) | (68) |
Changes in assets and liabilities: | |||
Accounts receivable | 1,503 | 232 | 2,143 |
Capitalized contract costs | (2,151) | (2,690) | (4,579) |
Prepaid expenses and other current assets | (1,865) | 1,355 | (2,676) |
Other noncurrent assets | (243) | (142) | 0 |
Accounts payable | 1,307 | (2) | 1,604 |
Restaurant food liability | (974) | (1,311) | 4,475 |
Income tax payable | (48) | 71 | 26 |
Accrued payroll | (2,062) | (434) | 1,104 |
Accrued medical contingency | (218) | (216) | (680) |
Accrued workers’ compensation liability | 0 | (102) | (161) |
Other current liabilities | 1,039 | 3,312 | (6,827) |
Other noncurrent liabilities | (796) | 2,147 | 129 |
Net cash provided by (used in) operating activities | (2,341) | 38,445 | (73,477) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (767) | (1,555) | (1,636) |
Internally developed software | (8,752) | (3,982) | (1,805) |
Purchase of domain names | (3,006) | 0 | 0 |
Collections on notes receivable | 0 | 21 | 94 |
Proceeds from sale of property and equipment | 21 | 19 | 34 |
Net cash used in investing activities | (37,939) | (6,125) | (196,576) |
Cash flows from financing activities: | |||
Net proceeds from issuance of stock | 30,895 | 47,574 | 45,823 |
Payments on long-term loan | (14,472) | (22,594) | 0 |
Borrowings under short-term loans for insurance financing | 8,671 | 4,753 | 7,875 |
Payments on short-term loans for insurance financing | (8,256) | (5,632) | (4,931) |
Payments on acquisition loans | (182) | 0 | 0 |
Proceeds from exercise of stock options | 14 | 45 | 4 |
Taxes paid related to net settlement on stock-based compensation | (985) | (1,077) | (811) |
Proceeds from long-term loan | 0 | 0 | 42,080 |
Waitr shares redeemed for cash | 0 | 0 | (10) |
Net cash provided by financing activities | 15,685 | 23,069 | 90,030 |
Net change in cash | (24,595) | 55,389 | (180,023) |
Cash, beginning of period | 84,706 | 29,317 | 209,340 |
Cash, end of period | 60,111 | 84,706 | 29,317 |
Supplemental disclosures of cash flow information: | |||
Cash paid during the period for state income taxes | 0 | 64 | 74 |
Cash paid during the period for interest | 4,816 | 3,533 | 3,734 |
Supplemental disclosures of non-cash investing and financing activities: | |||
Conversion of convertible notes to stock | 0 | 12,026 | 0 |
Stock issued in connection with legal settlement | 0 | 3,023 | 0 |
Accrued consideration for acquisitions | 0 | 225 | 0 |
Stock issued as consideration in acquisitions | 13,724 | 100 | 868 |
Seller-financed payables related to other acquisitions | 0 | 0 | 868 |
Stock issued as consideration in Bite Squad Merger | 13,724 | 100 | |
Stock issued in connection with Term Loan | 0 | 0 | 3,884 |
Non-cash gain on debt extinguishment | 0 | 0 | 1,897 |
BiteSquad.com, LLC | |||
Cash flows from investing activities: | |||
Acquisitions, net of cash acquired | 0 | 0 | (192,568) |
Supplemental disclosures of non-cash investing and financing activities: | |||
Stock issued as consideration in Bite Squad Merger | 0 | 0 | 126,574 |
Other Acquisitions | |||
Cash flows from investing activities: | |||
Acquisitions, net of cash acquired | $ (25,435) | $ (628) | $ (695) |
Organization
Organization | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 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. The Company’s technology platform includes the Waitr, Bite Squad and Delivery Dudes mobile applications, collectively referred to as the “Platforms”. The 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. Additionally, Waitr facilitates merchant access to third-party payment processing solution providers, pursuant to the acquisition of the Cape Payment Companies (as defined below) on August 25, 2021 (see Note 4 – Business Combinations ) |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 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. 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 (as defined below); • determination of agent vs. principal classification for revenue recognition purposes; • 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, liabilities assumed and contingent consideration 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. Business Combinations The Company accounts for business combinations under the acquisition method of accounting, in accordance with ASC Topic 805, Business Combinations , recording any assets acquired and liabilities assumed based on their respective fair values. Any excess of the fair value of merger consideration over the fair value of the assets acquired less liabilities assumed is recorded as goodwill. The Company uses management estimates based on historically similar transactions to assist in establishing the acquisition date fair values of assets acquired, liabilities assumed, and contingent consideration granted, if any. These estimates and valuations require the Company to make significant assumptions, including projections of future events and operating performance. Contingent Consideration The Company acquired the Cape Payment Companies on August 25, 2021 (see Note 4 – Business Combinations ). Consideration for the acquisition included an earnout provision which provides for a one-time payment to the sellers, if the Cape Payment Companies exceed certain future revenue targets. The contingent consideration obligation for the earnout provision is valued at fair value as of the acquisition date, with subsequent changes in fair value evaluated at the end of each reporting period through the term of the earnout and recognized in income (loss) from operations in the consolidated statement of operations. Current and noncurrent portions of the contingent consideration obligation are included in other current liabilities and other noncurrent liabilities in the consolidated balance sheet. Cash Cash consists of demand deposits with financial institutions, as well as cash owed to restaurants on the Platforms. The Company has a compensating balance arrangement with its financial institution related to a letter of credit. As of December 31, 2021, 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, 2021 and 2020, our restaurant liability was $3,327 and $4,301, respectively. 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 Note 4 - Business Combinations ). 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, 2021, 2020 and 2019, the Company recognized expense attributable to advertising totaling $4,681, $2,749 and $31,232, 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 and external costs incurred after technological feasibility has been established are capitalized. Technological feasibility is established upon completion of planning, designing, coding, and testing activities necessary to establish that the product can be produced to meet its design specifications, including functions, features, and technical performance requirements. The Company’s software products generally reach technical feasibility shortly before the products are released to production. Capitalized software costs are amortized on a product-by-product basis. The Company amortizes capitalized software costs using the straight-line method over the estimated economic life of the product, which is generally 3 years. 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 . Costs are capitalized as incurred after the preliminary project stage is completed, the Company authorizes and commits funding to the project, and it is probable that the project will be completed and used for intended function. The Company amortizes capitalized software costs on a straight-line basis over the estimated useful term, which is 3 years. 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 to reflect the pattern in which the economic benefits of the intangible asset are consumed. The Company’s customer relationship intangible assets have estimated useful lives of 7.5 years. Trademarks, trade name and domain name intangible assets The Company records trademarks, trade name and domain name 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 Bite Squad, Delivery Dudes and Cape Payment Companies trade name assets are being amortized over their estimated useful lives of 3 years. The Company has determined that the trademark intangible asset and domain names related to the Company’s rebranding initiative are indefinite-lived assets and therefore are not subject to amortization but are evaluated annually for impairment. 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. The Company has determined there was no goodwill impairment during the year ended December 31, 2021. Leases The Company adopted ASC 842, Leases on January 1, 2021. ASC Topic 842 requires lessees to recognize a right-of-use asset representing its right to use the underlying asset for the lease term and a corresponding lease liability on the balance sheet for all leases with terms greater than twelve months. See Recently Adopted Accounting Standards below for additional details on the Company’s accounting policy for leases. 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 . 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 resulting expense is recorded either in operations and support, sales and marketing, research and development, or general and administrative expense, depending on the department of the recipient. The Company recognizes forfeitures of stock-based awards as they occur. In the case of an award pursuant to which a performance condition must be met for the award to vest, no stock-based compensation cost is recognized until such time as the performance condition is considered probable of being met, if at all. If the assessment of probability of the performance condition changes, the impact of the change in estimate would be recognized in the period of change. Because of the non-cash nature of share-based compensation, it is added back to net income in arriving at net cash provided by operating activities in our statement of cash flows. 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. The Company uses an option-pricing model to determine the fair value of stock options. Determining the fair value of stock options 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 the historical volatility of the Company’s stock price and the historical and implied volatility 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. 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 10 – Debt for additional details. Convertible Notes The Company accounts for convertible notes in accordance with ASC Topic 470-20, Debt with Conversion and Other Options . Convertible notes are classified as liabilities measured at amortized cost, net of debt discounts from the allocation of proceeds. Interest expense is recognized using the effective interest method over the expected term of the debt instrument pursuant to ASC Topic 835, 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 . ASC 820 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. Based on the guidance in ASC 820, the Company uses a three-tier fair value hierarchy, prioritizing and defining the types of inputs used to measure fair value depending on the degree to which they are observable. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. The levels are as follows: Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 — Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 — Unobservable inputs reflecting the Company’s own assumptions about the inputs used in pricing the asset or liability at fair value. Certain financial instruments are required to be recorded at fair value. Other financial instruments, including cash, are recorded at cost, which approximates fair value. Additionally, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of these financial instruments. 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 self-insured 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 at each reporting period and adjust our estimates when appropriate. We use third-party actuarial specialists to assist in estimating our claims costs. 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 recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. See Note 3 - Revenue for additional details on the Company’s revenue recognition policy. 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, the Company recorded a full valuation allowance against net deferred tax assets as of December 31, 2021 and 2020. 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, 2021 and 2020. 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. Recently Adopted Accounting Standards Leases The Company adopted ASC 842, which requires organizations to recognize “right-of-use” lease assets and lease liabilities on the consolidated balance sheet. ASC 842 continues to retain a distinction between finance and operating leases but requires lessees to recognize a right-of-use asset representing its right to use the underlying asset for the lease term and a corresponding lease liability on the balance sheet for all leases with terms greater than twelve months. The Company applied the modified retrospective transition approach, with no adjustment to prior comparative periods. Accordingly, financial information is not adjusted and the disclosures required under ASU 2016-02 are not provided for periods prior to January 1, 2021. The Company determines if an arrangement is a lease at inception of a contract. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company elected the optional practical expedient package, which includes retaining the current classification of leases, and is utilizing the practical expedient which allows the use of hindsight in determining the lease term and in assessing impairment of its operating lease right-of-use assets. Additionally, the Company has elected to treat lease and non-lease components as a single lease component for all assets. The Company has elected to apply the short-term scope exception for leases with original terms of twelve months or less, and accordingly, recognizes the lease payments for such leases in the statement of operations on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred. Under ASC 842, the Company recorded in the consolidated balance sheet as of January 1, 2021, lease liabilities for operating leases entered into prior to December 31, 2020 of $4,993, representing the present value of its future operating lease payments, and corresponding right-of-use assets of $4,681, based upon the operating lease liabilities adjusted for deferred rent. As the Company’s leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date, which is estimated to be 5.0%. The adoption of ASC 842 did not result in a cumulative-effect adjustment on retained earnings. See Note 12 – Commitments and Contingent Liabilities for additional details. Other In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing certain exceptions to the general principles for income taxes and also improves consistent application by clarifying and amending existing guidance. ASU 2019-12 was effective for and adopted by the Company on January 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company’s disclosures or consolidated financial statements. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception . Part I of ASU 2017-11 addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced based on the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of ASU 2017-11 addresses the difficulty of navigating ASC Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in ASC 480. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. Part II of ASU 2017-11 does not have an accounting effect. ASU 2017-11 was effective for and adopted by the Company on January 1, 2021. The adoption of ASU 2017-11 did not have a material impact on the Company’s disclosures or consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, to replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 uses a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments and expands disclosure requirements. ASU 2016-13 was effective for and adopted by the Company on January 1, 2021. The adoption of ASU 2016-13 did not have a material impact on the Company’s disclosures or consolidated financial statements. Pending Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) , which simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt, resulting in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. The guidance also addresses how c |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The following table presents our revenue disaggregated by offering. Revenue consists of the following for the periods indicated (in thousands): Year Ended December 31, 2021 2020 2019 Delivery transaction fees $ 175,607 $ 203,471 $ 186,189 Payment processing referral fees 3,311 — — Setup and integration fees 7 453 5,270 Other 3,269 404 216 Total Revenue $ 182,194 $ 204,328 $ 191,675 Revenue from Contracts with Customers Delivery Transaction Fees The Company generates revenue (“Delivery Transaction Fees”) primarily when diners place an order on one of the Platforms. In the case of diner subscription fees relating to our diner subscription program, revenue is recognized for the receipt of the monthly fee in the applicable month for which the delivery service applies to. Delivery Transaction Fees represent the revenue recognized from the Company’s obligation to process orders on the Platforms. The performance obligation is satisfied when the Company successfully processes an order placed on one of the Platforms and the restaurant receives the order at their location. The obligation to process orders on the Platforms represents a series of distinct performance obligations satisfied over time that the Company combines into a single performance obligation. Consistent with the recognition objective in 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 Delivery Transaction Fees earned from the restaurant on the Platform on a net basis. Delivery 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 diner fees once the delivery service is completed. The contract period for substantially all restaurant contracts is one month as both the Company and the restaurant have the ability to unilaterally terminate the contract by providing notice of termination. During the year ended December 31, 2019, the Company received non-refundable upfront setup and integration fees for onboarding certain restaurants, representing administrative activities that allowed the Company to fulfill future performance obligations for these restaurants. In connection with modifications to the Company’s fee structure in July 2019, the Company discontinued offering fee arrangements with upfront setup and integration fees, resulting 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. Payment Processing Referral Fees The Company also generates revenue by facilitating access to third-party payment processing solution providers. Revenue from such services primarily consists of residual payments received from third-party payment processing solution providers, based on the volume of transactions a payment processing solution provider performs for the merchant. The Company also occasionally receives a bonus up-front fee from third-party payment processing solution providers, paid at the time of a merchant’s initial transaction with a payment processing solution provider, based on a price specified in the agreement between the merchant and the payment processing solution provider. Payment processing referral fees represent revenue recognized from the Company’s offering of referral services, connecting a merchant with a third-party payment processing service. The Company’s performance obligation in its contracts with payment processors is for an unknown or unspecified quantity of transactions and the consideration received is contingent upon the number of transactions submitted by the merchant and processed by the payment processor. Accordingly, the total transaction price is variable. The performance obligation is satisfied when the third-party payment processor finalizes the processing of a transaction through the payment system and transaction volume is available from the payment processor to the Company. Consistent with the recognition objective in ASC Topic 606, the variable consideration due to the Company for serving as the facilitator of the arrangement between the third-party payment processor and merchant is recognized on a daily basis. The Company is the agent in these arrangements as it establishes the relationship between the third-party payment processor and merchant, and thus, recognizes revenue on a net basis. The third-party payment processor is considered the customer of the Company as no direct contract exists with between the merchant and the Company. Accounts Receivable The Company records a receivable when it has an unconditional right to the consideration. See Note 5 – Accounts Receivable for additional details on the Company’s accounts receivable. Costs to Obtain a Contract with a Customer The Company recognizes an asset for the incremental costs of obtaining a contract with a restaurant and recognizes the expense over the course of the period when the Company expects to recover those costs. The Company has determined that certain internal sales incentives earned at the time when an initial contract is executed meet these requirements. Capitalized sales incentives are amortized to sales and marketing expense on a straight-line basis over the period of benefit, which the Company has determined to be five years. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. Deferred costs related to obtaining contracts with restaurants were $2,968 and $2,424 as of December 31, 2021 and 2020, respectively, out of which $818 and $567, respectively, was classified as current. Amortization of expense for the costs to obtain a contract were $712, $397 and $606 for the years ended December 31, 2021, 2020 and 2019, 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 onboarding restaurants onto the Platforms meet the capitalization criteria under ASC Topic 340-40, Other Assets and Deferred Costs . Costs related to these implementation activities are deferred and then amortized to operations and support expense on a straight-line basis over the period of benefit, which the Company has determined to be five years. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations Cape Payment Acquisition On August 25, 2021, the Company completed the acquisition of certain assets and properties of ProMerchant LLC, Cape Cod Merchant Services LLC and Flow Payments LLC (collectively referred to herein as the “Cape Payment Companies”), pursuant to three substantially identical asset purchase agreements (collectively referred to herein as the “Cape Payment Agreements”). The Cape Payment Companies facilitate access to third-party payment processing solution providers and receive residual payments from the third-party payment providers. The purchase price for the Cape Payment Companies consisted of $12,000 in cash, subject to certain purchase price adjustments, and 2,564,103 shares of the Company’s common stock valued at $1.24 per share (the closing price of the Company’s common stock on August 24, 2021). In December 2021, the Company finalized the adjustments contemplated by the Cape Payment Agreements, resulting in the payment of an additional $32 of cash consideration to the Cape Payment Companies, recorded as additional goodwill. Additionally, the Cape Payment Agreements include an earnout provision which provided for a one-time payment to the sellers if the Cape Payment Companies exceed certain future revenue targets. The earnout provision, if any, is payable no later than March 30, 2023, and was valued at $1,686 as of the acquisition date. As of December 31, 2021, the earnout provision was valued at $1,939 (see Note 15 - Fair Value Measurements ). The transactions contemplated by the Cape Payment Agreements are referred to herein as the “Cape Payment Acquisition.” The acquisition is part of the Company’s overall growth strategy, positioning the Company to be able to facilitate access to a full suite of third-party payment processing solutions to its current base of merchants. The following represents the consideration for the Cape Payment Acquisition: (in thousands, except per share amount) Shares transferred at closing 2,564 Value per share $ 1.24 Total share consideration $ 3,179 Plus: cash transferred to Cape Payment Companies 12,032 Total estimated consideration at closing 15,211 Contingent consideration 1,686 Total consideration $ 16,897 The Cape Payment Acquisition was considered a business combination in accordance with ASC 805, and was accounted for using the acquisition method. Under the acquisition method of accounting, acquired assets and assumed liabilities are recorded based on their respective fair values on the acquisition date, with the excess of the consideration transferred in the acquisition over the fair value of the assets and liabilities acquired recorded as goodwill. The fair value of assets acquired and liabilities assumed consists of the following (in thousands): Cash and cash equivalents $ 42 Accounts receivable 1,180 Prepaid expenses and other current assets 7 Intangible assets 6,850 Other noncurrent assets 17 Accrued expenses and other current liabilities (746) Total assets acquired, net of liabilities assumed 7,350 Goodwill 9,547 Total consideration $ 16,897 The Company engaged a third-party specialist to assist management in estimating the fair value of the assets and liabilities and the contingent consideration for the earnout provision. Goodwill is attributable to the future anticipated economic benefits from combining operations of the Company and the Cape Payment Companies, including future growth in the payment processing arena, future customer relationships and the workforce in place. All of the goodwill is expected to be deductible for U.S. federal tax purposes. The following table sets forth the components of identifiable intangible assets acquired from the Cape Payment Companies and their estimated useful lives as of the acquisition date: Amortizable Life (in years) Value (in thousands) Customer relationships 7.5 $ 6,500 Trade name 3.0 350 Total $ 6,850 The acquired customer relationships were valued using the income approach, specifically, the multi-period excess earnings method, which measures the after-tax cash flows attributable to the existing customer relationships after deducting the operating costs and contributory asset charges associated with economic rents of supporting the existing customer relationships. The acquired trade name was valued using the income approach, specifically, the relief from royalty rate method, which measures the cash flow streams attributable to the trade name in the form of royalty payments that would be paid to the owner of the trade name in return for the rights to use the trade name. These fair value measurements were based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy. These inputs required significant judgments and estimates at the time of the valuation. See Note 15 – Fair Value Measurements for details of the valuation method used in estimating the fair value of the earnout provision as of acquisition date. The results of operations of the Cape Payment Companies are included in our consolidated financial statements beginning on the acquisition date, August 25, 2021, and were immaterial. Pro forma results were immaterial to the Company. Delivery Dudes Acquisition On March 11, 2021, the Company completed the acquisition of certain assets and properties from Dude Holdings LLC (“Delivery Dudes”), a third-party delivery business primarily serving the South Florida market, for $11,500 in cash, subject to certain purchase price adjustments, and 3,562,577 shares of the Company’s common stock valued at $2.96 per share (the closing price of the Company’s common stock on March 11, 2021) (the “Delivery Dudes Acquisition”). The acquisition expands the Company’s market presence in the on-demand delivery service sector. The following represents the purchase consideration: (in thousands, except per share amount) Shares transferred at closing 3,562 Value per share $ 2.96 Total share consideration $ 10,545 Plus: cash transferred to Delivery Dudes members 11,500 Total consideration $ 22,045 The Delivery Dudes Acquisition was considered a business combination in accordance with ASC 805, and was accounted for using the acquisition method. The fair value of assets acquired and liabilities assumed consists of the following (in thousands): Cash and cash equivalents $ 573 Accounts receivable 330 Prepaid expenses and other current assets 130 Intangible assets 7,700 Other noncurrent assets 33 Accrued expenses and other current liabilities (1,035) Other noncurrent liabilities (29) Total assets acquired, net of liabilities assumed 7,702 Goodwill 14,343 Total consideration $ 22,045 The Company engaged a third-party specialist to assist management in estimating the fair value of the assets and liabilities. Goodwill is attributable to the future anticipated economic benefits from combining operations of the Company and Delivery Dudes, including future growth into new markets, future customer relationships and the workforce in place. All of the goodwill is expected to be deductible for U.S. federal income tax purposes. The following table sets forth the components of identifiable intangible assets acquired from Delivery Dudes and their estimated useful lives as of the acquisition date: Amortizable Life (in years) Value (in thousands) Customer relationships 7.5 $ 4,700 Franchise relationships 1.0 250 Trade name 3.0 800 Developed technology 2.0 1,900 In-process research and development 2.0 50 Total $ 7,700 The acquired customer relationships were valued using the income approach, specifically, the multi-period excess earnings method, which measures the after-tax cash flows attributable to the existing customer relationships after deducting the operating costs and contributory asset charges associated with economic rents of supporting the existing customer relationships. The franchise relationships were also valued using the multi-period excess earnings method. The acquired trade name was valued using the income approach, specifically, the relief from royalty rate method, which measures the cash flow streams attributable to the trade name in the form of royalty payments that would be paid to the owner of the trade name in return for the rights to use the trade name. Developed technology was valued based on the cost approach, specifically the “with & without” methodology which considers the direct replacement and opportunity costs associated with the underlying technology, and in-process research and development assets were valued using the replacement cost method. These fair value measurements were based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy. These inputs required significant judgments and estimates at the time of the valuation. The results of operations of Delivery Dudes are included in our consolidated financial statements beginning on the acquisition date, March 11, 2021. Revenue and net loss of Delivery Dudes included in the consolidated statement of operations in the year ended December 31, 2021 totaled approximately $10,077 and $1,552, respectively. The Company subsequently acquired the assets of six Delivery Dudes franchisees for total consideration of approximately $2,464, including $2,431 in cash. The asset acquisitions were accounted for under the acquisition method with the purchase consideration allocated to customer relationships. The customer relationship assets are amortized on a straight-line basis over 7.5 years. The results of operations of the acquired franchisees are included in our consolidated financial statements beginning on their acquisition dates and were immaterial. Pro forma results were deemed immaterial to the Company. Other Acquisitions During the years ended December 2020 and 2019, the Company completed various asset acquisitions for total consideration of $525 and $1,645, respectively, with the purchase consideration primarily allocated to customer relationship intangible assets 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 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. Bite Squad Merger In January 2019, the Company completed the acquisition of Bite Squad. Total merger consideration was $335,858, consisting of $197,404 paid in cash, the pay down of $11,880 of indebtedness of Bite Squad and an aggregate of 10,591,968 shares of the Company’s common stock valued at $11.95 per share. 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. Additional Information Included in general and administrative expenses in the consolidated statement of operations in certain periods are direct and incremental costs, consisting of legal and professional fees, related to business combinations and asset acquisitions. In connection with the Delivery Dudes Acquisition and the Cape Payment Acquisition, the Company incurred direct and incremental costs of $1,614 during the year ended December 31, 2021. During the year ended December 31, 2019, the Company incurred direct and incremental costs of $6,956, including debt modification expense of $375, related to the acquisition of Bite Squad. There were no direct and incremental transaction costs incurred during the year ended December 31, 2020. Pro-Forma Financial Information (Unaudited) The supplemental consolidated results of the Company on an unaudited pro forma basis as if the Delivery Dudes Acquisition had been consummated on January 1, 2020 are included in the table below (in thousand): Twelve Months Ended Twelve Months Ended Net revenue $ 184,670 $ 214,967 Net income (loss) (4,865) 16,653 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. Acquisition costs and other non-recurring charges incurred are included in the periods presented. |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable consist of the following (in thousands): December 31, December 31, Credit card receivables $ 1,354 $ 3,013 Residual commissions receivable 1,342 — Receivables from restaurants and customers 660 334 Accounts receivable $ 3,356 $ 3,347 Less: allowance for doubtful accounts and chargebacks (329) (393) Accounts receivable, net $ 3,027 $ 2,954 The activity in the allowance for doubtful accounts and chargebacks is as follows (in thousands): December 31, December 31, Balance, beginning of the year $ 393 $ 481 Additions to expense 715 591 Write-offs, net of recoveries and other adjustments (779) (679) Balance, end of the year $ 329 $ 393 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): December 31, December 31, Prepaid insurance expense $ 6,703 $ 4,291 Other current assets 2,003 2,366 Prepaid expenses and other current assets $ 8,706 $ 6,657 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 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, Computer equipment $ 10,671 $ 7,254 Furniture and fixtures 1,280 1,280 Leasehold improvements 353 350 $ 12,304 $ 8,884 Less: Accumulated depreciation (8,541) (5,381) Property and equipment, net $ 3,763 $ 3,503 The Company recorded depreciation expense for property and equipment for the years ended December 31, 2021, 2020, and 2019 of $3,200, $2,086, and $2,048, respectively. |
Intangibles Assets and Goodwill
Intangibles Assets and Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles Assets and Goodwill | Intangibles Assets and Goodwill Intangible Assets Intangible assets with finite useful lives are amortized using the straight-line method over their estimated useful lives and include internally developed software, as well as software to be otherwise marketed, and trademarks/trade name/patents and customer relationships. The Company has determined that the trademark intangible asset and domain names related to the rebranding initiative are indefinite-lived assets and therefore not subject to amortization but are evaluated annually for impairment. The Bite Squad, Delivery Dudes and Cape Payment Companies trade name intangible assets, however, are being amortized over their estimated useful lives. 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, 2021 Gross Carrying Amount Accumulated Amortization Accumulated Impairment Intangible Assets, Net Intangible assets subject to amortization: Software $ 35,686 $ (9,632) $ (11,779) $ 14,275 Trademarks/Trade name/Patents 6,549 (5,585) — 964 Customer Relationships 96,510 (14,256) (57,378) 24,876 Total intangible assets subject to amortization 138,745 (29,473) (69,157) 40,115 Trademarks, not subject to amortization 3,011 — — 3,011 Total $ 141,756 $ (29,473) $ (69,157) $ 43,126 As of December 31, 2020 Gross Carrying Amount Accumulated Amortization Accumulated Impairment Intangible Assets, Net Intangible assets subject to amortization: Software $ 25,167 $ (6,099) $ (11,788) $ 7,280 Trademarks/Trade name/Patents 5,400 (3,526) — 1,874 Customer Relationships 82,845 (10,702) (57,378) 14,765 Total intangible assets subject to amortization 113,412 (20,327) (69,166) 23,919 Trademarks, not subject to amortization 5 — — 5 Total $ 113,417 $ (20,327) $ (69,166) $ 23,924 During the year ended December 31, 2021, the Company acquired intangible assets in connection with the Delivery Dudes Acquisition and the Cape Payment Acquisition, totaling $14,550 ( see Note 4 – Business Combinations ), and $3,006 of domain names in connection with its comprehensive rebranding initiative. Additionally, during the year ended December 31, 2021, the Company capitalized approximately $8,599 of software costs related to the development of the Platforms. The Company recorded amortization expense for the years ended December 31, 2021, 2020, and 2019 of $9,229, $6,291, and $13,726, respectively. Estimated future amortization expense of intangible assets as of December 31, 2021 is as follows (in thousands): Amortization 2022 $ 10,742 2023 9,893 2024 7,915 2025 4,437 2026 3,437 Thereafter 3,691 Total future amortization $ 40,115 Goodwill The Company’s goodwill balance is as follows as of December 31, 2021 and 2020 (in thousands): December 31, December 31, Balance, beginning of period $ 106,734 $ 106,734 Acquisitions during the period 23,890 — Impairments during the period — — Balance, end of period $ 130,624 $ 106,734 The Company recorded $23,890 of goodwill during the year ended December 31, 2021, including $14,343 associated with the Delivery Dudes Acquisition and $9,547 associated with the Cape Payment Acquisition (see Note 4 - Business Combinations ). Impairments During the year ended December 31, 2019, the Company recognized a total non-cash pre-tax impairment loss of $191,194 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. The total non-cash impairment loss 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. The impairment test was conducted in accordance with ASC Topic 360, Impairment and Disposal of Long-Lived Assets , for certain long-lived assets, including capitalized contract costs, developed technology, customer relationships, and trade names, and in accordance with ASC Topic 350, Intangibles – Goodwill and Other , for the reporting unit’s goodwill. The Company engaged a third party to assist management in estimating the fair values of long-lived assets and the reporting unit for purposes of impairment testing under ASC 360 and ASC 350. The developed technology asset was valued using the replacement cost methodology and the customer relationships and trade names were valued using the Income Approach, with all representing Level 3 measurements as they were based on unobservable inputs reflecting the Company’s assumptions used in developing the fair value estimates. These inputs required significant judgments and estimates at the time of the valuation. |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities consist of the following (in thousands): December 31, December 31, Accrued insurance expenses $ 3,932 $ 3,392 Accrued estimated workers’ compensation expenses 644 1,725 Accrued medical contingency 370 448 Accrued legal contingency 1,250 — Accrued sales tax payable 175 418 Accrued cash incentives 3,130 60 Other accrued expenses 3,685 4,001 Unclaimed property 2,372 1,679 Other current liabilities 3,751 2,199 Total other current liabilities $ 19,309 $ 13,922 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s outstanding debt obligations are as follows (in thousands): Coupon Rate Range in 2021 Effective Interest Rate at December 31, 2021 Maturity December 31, December 31, Term Loan 5.125% - 7.125% 10.62% November 2023 $ 35,007 $ 49,479 Notes 4.0% - 6.0% 6.49% November 2023 49,504 49,504 $ 84,511 $ 98,983 Less: unamortized debt issuance costs on Term Loan (2,099) (3,541) Less: unamortized debt issuance costs on Notes (435) (1,224) Long term debt - related party $ 81,977 $ 94,218 Short-term loans for insurance financing 3.49% - 3.99% n/a March 2022 - October 2022 3,142 2,726 Total outstanding debt $ 85,119 $ 96,944 Annual maturities of outstanding debt, net of discounts are as follows (in thousands): Debt Maturity 2022 $ 3,142 2023 81,977 Total debt $ 85,119 Interest expense related to the Company’s outstanding debt totaled $7,075, $9,458 and $9,408 for the years ended December 31, 2021, 2020 and 2019, respectively. Interest expense includes interest on outstanding borrowings and amortization of debt issuance costs and debt discount. See Note 17 - Related Party Transactions for additional information regarding the Company’s related party long-term debt. Amendments to Loan Agreements In March 2021, the Company entered into an amendment to the Credit Agreement and an amendment to the Convertible Notes Agreement (together, the “Amended Loan Agreements”). The Amended Loan Agreements provided, among other things, for the Delivery Dudes Acquisition being included in the definition of Permitted Acquisition (as defined in the Credit Agreement and Convertible Notes Agreement). Additionally, pursuant to the amended Credit Agreement, the Company made a $15,000 prepayment on the Term Loan on March 16, 2021. See Term Loan and Notes below for definitions of certain capitalized terms included above. The Company evaluated the amendments in the Amended Loan Agreements under ASC 470-50, “ Debt Modification and Extinguishment ”, and concluded that the amendments did not meet the characteristics of debt extinguishments under ASC 470-50. Accordingly, the amendments were treated as a debt modification, and thus, no gain or loss was recorded. A new effective interest rate for Term Loan that equates the revised cash flows to the carrying amount of the original debt is computed and applied prospectively. Term Loan The Company maintains 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 (the “Term Loan”) which is guaranteed by certain subsidiaries of the Company. In connection with the Term Loan, the Company issued to Luxor Capital warrants which are currently exercisable for 574,704 shares of the Company’s common stock (see Note 14 – Stockholders’ Equity ). Interest on the Term Loan 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. Notes Additionally, the Company issued unsecured convertible promissory notes (the “Notes”) to Luxor Capital Partners, LP, Luxor Capital Partners Offshore Master Fund, LP, Luxor Wavefront, LP and Lugard Road Capital Master Fund, LP (the “Luxor Entities”) pursuant to an agreement, herein referred to as the “Convertible Notes Agreement”. The net carrying value of the Notes as of December 31, 2021 and 2020 totaled $49,069 and $48,280, respectively. 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. Interest expense related to the Notes was comprised of the following (in thousands): Year Ended December 31, 2021 2020 2019 Contractual interest expense $ 2,389 $ 2,718 $ 2,497 Amortization of debt discount 856 891 671 $ 3,245 $ 3,609 $ 3,168 The Notes include customary anti-dilution protection, including broad-based weighted average adjustments for issuances of additional shares. Upon maturity, the outstanding Notes (and any accrued but unpaid interest) will be repaid in cash or converted into shares of common stock, at the holder’s election. The Notes are convertible at the holder’s election into shares of the Company’s common stock at a rate of $8.70 per share. The Company’s payment obligations on the Notes are not guaranteed. The Convertible Notes Agreement contains negative covenants, affirmative covenants, representations and warranties and events of default that are substantially similar to those that are set forth in the Credit Agreement (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). Short-Term Loans |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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, 2021 2020 2019 Current Federal $ — $ — $ — State 24 122 81 Deferred Federal — — — State — — — Income tax expense $ 24 $ 122 $ 81 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, 2021 2020 2019 Tax at statutory rate $ (1,093) $ 3,351 $ (61,077) State income taxes (281) 378 (7,863) Stock-based compensation (62) (204) 1,418 Non-deductible expenses 286 (376) 481 Interest expense 674 1,451 — Work opportunity tax credit 516 (6,625) (2,410) Goodwill and acquired intangibles — (4,168) 8,434 Other (15) 566 (1,060) Deferred tax asset revisions (689) 4,271 — Change in valuation allowance 688 1,478 62,158 Income tax expense $ 24 $ 122 $ 81 The tax effects of temporary differences giving rise to deferred income tax assets and liabilities are as follows (in thousands): As of December 31, 2021 2020 Deferred tax assets: Stock-based compensation $ 1,467 $ 1,110 Incentive compensation 773 368 Medical contingency 105 4,306 Bad debt reserve 81 97 Charitable contribution carryover 35 34 Unearned revenue 118 2 Workers’ compensation reserve 159 426 Deferred rent — 69 Lease obligation 1,187 — Legal reserve 309 — Non-deductible goodwill 14,894 18,210 Non-deductible other intangibles 16,034 14,799 Net operating losses 40,824 32,603 Work opportunity tax credit 11,551 12,204 Interest expense carryforward 955 — Total deferred tax assets 88,492 84,228 Valuation allowance (81,895) (81,207) Net deferred tax assets 6,597 3,021 Deferred tax liabilities: Fixed assets (4,383) (2,237) Capitalized contract costs (1,075) (782) Right-of-use asset (1,069) — Prepaids (70) (2) Total deferred tax liabilities $ (6,597) $ (3,021) Net deferred tax asset (liability) $ — $ — A full valuation allowance of $81,895 and $81,207 has been recorded against net deferred tax assets as of December 31, 2021 and 2020, respectively , as the Company has generated net operating losses prior to the second quarter of 2020 and in the first, second and fourth quarters of 2021, and the Company did not consider future book income as a source of taxable income when assessing if a portion of the deferred tax assets is more likely than not to be realized. The Company has the following net operating loss carryforwards and tax credit carryforwards (in thousands): As of December 31, Beginning Year of Expiration 2021 2020 Federal net operating losses $ 167,362 $ 134,494 2034 State net operating losses 149,206 110,573 2034 Tax credit carryforwards 11,551 12,204 2037 Total carryforwards $ 328,119 $ 257,271 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. As of December 31, 2021, the Company recognized $667 in employer payroll tax deferrals under the Coronavirus Aid, Relief and Economic Security (CARES) Act, all of which will be paid in |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingent Liabilities Leases As of December 31, 2021, t he Company had operating lease agreements for office facilities in various locations in the United States, which expire on various dates through August 2026. The terms of the lease agreements provide for rental payments that generally increase on an annual basis. The Company does not have any finance leases. The Company recognizes expense for leases on a straight-line basis over the lease term, which the Company generally expects to be the non-cancellable period of the lease. As of December 31, 2021, the Company recognized on its consolidated balance sheet operating right-of-use assets of $4,327 and current and noncurrent operating lease liabilities of $1,581 and $3,034, respectively. Operating lease costs recognized in the consolidated statement of operations for the year ended December 31, 2021 totaled $1,797. The following table presents supplemental cash flow information and the weighted-average discount rate for the year ended December 31, 2021 and the weighted-average remaining lease term for the Company’s operating leases as of December 31, 2021: Twelve Months Ended December 31, 2021 Cash paid for operating lease liabilities (in thousands) $ 1,617 Weighted-average remaining lease term (years) 3.8 years Weighted-average discount rate 5 % As of December 31, 2021, the future minimum lease payments required under non-cancelable operating leases were as follows (in thousands): Amount 2022 $ 1,769 2023 1,129 2024 828 2025 803 2026 535 Total future lease payments $ 5,064 Less: imputed interest (449) Present value of operating lease liabilities $ 4,615 Medical Contingency Claim During the three months ended September 30, 2020, the Company identified and corrected an immaterial error related to the understatement of an accrued medical contingency (the “Medical Contingency”). The Company became liable for the claim due to the insolvency of a previous workers compensation insurer. The Company assessed the materiality of the error, both quantitatively and qualitatively, in accordance with the SEC’s Staff Accounting Bulletin No. 99, and concluded that the error was not material to any of its previously reported financial statements based upon qualitative aspects of the error. 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. As of December 31, 2020, the long-term portion of the estimated Medical Contingency claim totaled $16,987 and is included in the consolidated balance sheet as accrued medical contingency. The current portion of the Medical Contingency totaled $448 as of December 31, 2020 and is included in other current liabilities. The death of the individual in August 2021 associated with the Medical Contingency was new information the Company deemed a change in accounting estimate for the total liability. The total estimated loss exposure was determined to be $423 as of December 31, 2021, consisting primarily of remaining medical expenses and dependent death benefits. The long-term portion of the estimated Medical Contingency totaled $53 and is included in the consolidated balance sheet as accrued medical contingency. The current portion of the Medical Contingency totaled $370 as of December 31, 2021 and is included in other current liabilities. Included in other income in the consolidated statement of operations for the year ended December 31, 2021 is $16,715 related to the change in estimate of the Medical Contingency. Workers’ Compensation and Auto Policy Claims We establish a liability under our workers’ compensation and auto insurance policies for claims incurred within our self-insured retention levels and an estimate for claims incurred but not yet reported. As of December 31, 2021 and 2020, $4,305 and $4,697, respectively, in outstanding workers’ compensation and auto policy reserves are included in the consolidated balance sheet. 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. The plaintiff sought injunctive relief and damages relating to Waitr’s use of the “Waitr” name and logo. During the third quarter of 2020, the trial date was rescheduled to June 2021. On June 22, 2021, the Company entered into a License, Release and Settlement Agreement (the “Settlement”) to settle all claims related to this lawsuit. Pursuant to the Settlement, the Company paid the plaintiff $4,700 in cash on July 1, 2021. The Settlement payment is included in other expense in the consolidated statement of operations for the year ended December 31, 2021. In connection with the Settlement, we agreed to adopt a new trademark or tradename to replace the Waitr trademark and to discontinue use of the Waitr trademark in connection with the marketing, sale or provision of any web-based or mobile app-based delivery, pick-up, carry-out or dine-in services using the Waitr trademark by June 22, 2022, unless extended by eight additional months in exchange for a one-time payment of $800. 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’, LLC, et al v. Waitr Holdings Inc., which is currently pending in the United States District Court for the Western District of Louisiana. Plaintiffs assert claims for breach of contract, violation of the duty of good faith and fair dealing, and they seek recovery on behalf of themselves and two separate classes. Based on the current class definitions, as many as 10,000 restaurant partners could be members of the two separate classes at issue. In February 2022, the parties reached a proposed settlement in principle to resolve the litigation in its entirety. While subject to Court approval, key terms of the proposed settlement include a total potential settlement fund of $2,500 of Company shares of common stock (“Gross Settlement Amount”), which will resolve the claims of the class members, attorneys’ fees, costs, and incentive awards to the named plaintiffs. Plaintiffs’ counsel will seek Court approval for attorneys’ fees of 1/3 of the total amount of the settlement fund and an additional $40 in expenses, with the balance of the Gross Settlement Amount available for distribution to members of the settlement classes that file valid claims. The Company accrued a $1,250 reserve in connection with this lawsuit during the fourth quarter of 2021. The accrued legal contingency is included in other current liabilities in the consolidated balance sheet at December 31, 2021 and in other expenses in the consolidated statement of operations for the year ended December 31, 2021. In September 2019, Christopher Meaux, David Pringle, Jeff Yurecko, Tilman J. Fertitta, Richard Handler, Waitr Holdings Inc. f/k/a Landcadia Holdings Inc., Jefferies Financial Group, Inc. and Jefferies, LLC were named as defendants in a putative class action lawsuit entitled Walter Welch, Individually and on Behalf of all Others Similarly Situated vs. Christopher Meaux, David Pringle, Jeff Yurecko, Tilman J. Fertitta, Richard Handler, Waitr Holdings Inc. f/k/a Landcadia Holdings Inc., Jefferies Financial Group, Inc. and Jefferies, LLC . The case was filed in the Western District of Louisiana, Lake Charles Division. In the lawsuit, the plaintiff asserts putative class action claims alleging, inter alia, that various defendants made false and misleading statements in securities filings, engaged in fraud, and violated accounting and securities rules, seeking damages based upon these allegations. A similar putative class action lawsuit, entitled Kelly Bates, Individually and on Behalf of all Others Similarly Situated vs. Christopher Meaux, David Pringle, Jeff Yurecko, Tilman J. Fertitta, Richard Handler, Waitr Holdings Inc. f/k/a Landcadia Holdings Inc., Jefferies Financial Group, Inc. and Jefferies, LLC , was filed in that same court in November 2019. These two cases were consolidated, and an amended complaint was filed in October 2020. The Company filed a motion to dismiss in February 2021. The Court has heard oral argument on that motion, and has taken the motion under advisement. No discovery has commenced as of the date hereof. Waitr believes that this lawsuit lacks merit and that it has strong defenses to all of the claims alleged. Waitr continues to vigorously defend the suit. |
Stock-Based Awards and Cash-Bas
Stock-Based Awards and Cash-Based Awards | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Awards and Cash-Based Awards | Stock-Based Awards and Cash-Based Awards In June 2020, the Company’s stockholders approved the Waitr Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan (the “2018 Incentive Plan”), which permits the granting of awards in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based awards, and other stock-based or cash-based awards. As of December 31, 2021, there were 5,119,807 shares of common stock available for future grants pursuant to the 2018 Incentive Plan. On January 1, 2022, the number of shares available for future grants increased by 7,861,458 pursuant to the evergreen provision of the 2018 Incentive Plan. The evergreen provision is determined based on 5% of the total number of outstanding shares of the Company’s common stock (taking into account for this purpose such common stock issuable upon the exercise of options or warrants and the conversion of convertible debt) on December 31 st of the immediately preceding year. The Company also has outstanding equity awards under the 2014 Stock Plan (as amended in 2017, the “Amended 2014 Plan”). Total compensation expense related to awards under the Company’s incentive plans was $7,974, $5,166, and $7,238 for the years ended December 31, 2021, 2020, and 2019, respectively. Stock-Based Awards Stock Options During the three months ended March 31, 2021, 500,000 stock options were granted under the 2018 Incentive Plan, with an aggregate grant date fair value of $1,095 and a weighted average exercise price of $2.78. Such stock options were subsequently forfeited during the three months ended September 30, 2021. 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 vested 50% on each of the first two five three The fair value of each stock option grant during the years ended December 31, 2021, 2020 and 2019 was estimated as of the grant date using an option-pricing model with the assumptions or ranges of assumptions, as applicable, included in the table below. Expected volatility for stock options is estimated based on a combination of the historical volatility of the Company’s stock price and the historical and implied volatility of comparable publicly traded companies. 2021 2020 2019 Weighted-average fair value at grant $2.19 $0.24 $5.08 Risk free interest rate 0.46% 1.54% 2.5% - 2.6% Expected volatility 131.4% 100.6% 50.5% - 51.30% Expected option life (years) 3.59 3.25 6.0 The Company recognized compensation expense for stock options of $1,248, $1,449, and $1,257 for the years ended December 31, 2021, 2020, and 2019, respectively. Unrecognized compensation cost related to unvested stock options as of December 31, 2021 totaled $13, with a weighted average remaining vesting period of approximately one month. The stock option activity under the Company’s incentive plans during the years ended December 31, 2021, 2020 and 2019 is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value 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 Granted 500,000 2.78 2.19 Exercised (14,063) 0.93 4.56 Forfeited (525,454) 2.95 2.32 Expired (56,812) 5.28 5.18 Balance, December 31, 2021 9,656,928 $ 0.39 $ 0.28 Outstanding stock options, which were fully vested and expected to vest and exercisable are as follows as of December 31, 2021 and 2020: As of December 31, 2021 As of December 31, 2020 Options Fully Vested and Expected to Vest Options Exercisable Options Fully Vested and Expected to Vest Options Exercisable Number of Options 9,656,928 4,870,026 9,753,257 132,846 Weighted-average remaining contractual term (years) 3.03 3.06 4.07 6.82 Weighted-average exercise price $ 0.39 $ 0.40 $ 0.43 $ 3.20 Aggregate Intrinsic Value (in thousands) $ 3,543 $ 1,773 $ 23,285 $ 178 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, 2021, 2020 and 2019 was $22, $61 and $52, 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 As of December 31, 2021, there were 3,159,325 performance-based RSUs outstanding under the Company’s 2018 Incentive Plan, including 3,134,325 RSUs granted to the Company’s chief executive officer in April 2020 (the “Grimstad RSU Grant”) The Grimstad RSU Grant has an aggregate grant date fair value of $3,542 and vests in full in the event of a change of control, as defined in Mr. Grimstad’s employment agreement with the Company, 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 achieved, or at the time that Mr. Grimstad terminates his employment for good reason or he is terminated by the Company for reason other than misconduct, should either occur. Awards with Time-Based Vesting During the year ended December 31, 2021, a total of 7,995,960 RSUs with time-based vesting were granted pursuant to the Company’s 2018 Incentive Plan (with an aggregate fair value of $16,780). Included in such grants were 600,960 RSUs granted to non-employee directors vesting upon the earlier of June 15, 2022 and the date of the 2022 annual meeting of the Company’s stockholders and 3,895,000 RSUs granted to employees and consultants vesting primarily over 3 years. The RSU grants vest in various manners in accordance with the terms specified in the applicable award agreements, all of which accelerate and vest upon a change of control. Also included in such grants was an award of 3,500,000 RSUs granted (the “Grimstad 2021 RSU Grant”) to Mr. Grimstad, with an aggregate grant date fair value of $8,960, in connection with an extension of his employment agreement through January 2025. The Grimstad 2021 RSU Grant will vest in three equal installments on the first, second and third anniversaries of January 3, 2022, subject to Mr. Grimstad’s continued employment through the applicable vesting date, and shall fully vest upon the consummation of a change of control, subject to Mr.Grimstad’s continued employment through the closing of such change of control or in the event that Mr. Grimstad terminates his employment for good reason or he is terminated by the Company for reason other than misconduct. The Company recognized compensation expense for restricted stock of $6,726, $3,717 and $5,983 during the years ended December 31, 2021, 2020 and 2019, respectively. Unrecognized compensation cost related to unvested time-based RSUs as of December 31, 2021, was $14,854, with a weighted average remaining vesting period of approximately 2.5 years. The total fair value of restricted shares that vested during the years ended December 31, 2021, 2020 and 2019 was $6,812, $2,591 and $207, respectively. The activity for restricted stock with time-based vesting under the Company’s incentive plans is as follows for the years ended December 31, 2021, 2020 and 2019: Number of Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (years) 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 1.78 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 Granted 7,995,960 2.10 Shares vested (3,051,225) 2.10 Forfeitures (888,592) 2.27 Nonvested at December 31, 2021 8,614,746 $ 2.15 2.50 Cash-Based Awards Performance Bonus Agreement On April 23, 2020, the Company entered into a performance bonus agreement with Mr. Grimstad, which was extended through January 3, 2025 in connection with the extension of his employment agreement. Pursuant to the performance bonus agreement, upon the occurrence of a change of control in which the holders of the Company’s common stock receive per share consideration that is equal to or greater than $2.00, subject to adjustment in accordance with the 2018 Incentive Plan, the Company shall pay Mr. Grimstad an amount equal to $5,000 (the “Bonus”). In order to receive the Bonus, Mr. Grimstad must remain continuously employed with the Company through the date of the change of control; provided, however, that in the event Mr. Grimstad terminates his employment for good reason or the Company terminates his employment other than for misconduct, Mr. Grimstad will be entitled to receive the Bonus provided the change of control occurs on or before January 3, 2025. Compensation expense related to the bonus agreement will not be recognized until such time that is probable that the performance goal will be achieved. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock At December 31, 2021 and 2020, there were 249,000,000 shares of common stock authorized and 146,094,300 and 111,259,037 shares of common stock issued and outstanding, respectively, with a par value of $0.0001. The Company did not hold any shares as treasury shares as of December 31, 2021 or December 31, 2020. The Company’s common stockholders are entitled to one vote per share. Preferred Stock At December 31, 2021 and 2020, 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, 2021 or December 31, 2020. At-the-Market Offerings In August 2021 and November 2021, 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 ( “Jefferies” ) 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 through December 31, 2021 pursuant to the ATM Program are included in the table below. As of December 31, 2021, approximately $48,602 remained unsold under the November 2021 ATM Program. See Note 18 - Subsequent Events for details regarding sales pursuant to the ATM Program in January 2022. August 2021 ATM Program November 2021 ATM Program Total Maximum aggregate offering price (in thousands) $ 30,000 $ 50,000 Total shares sold 24,322,975 1,679,631 26,002,606 Average sales price per share $ 1.23 $ 0.83 $ 1.21 Gross proceeds (in thousands) $ 30,000 $ 1,398 $ 31,398 Net proceeds (in thousands) $ 29,535 $ 1,359 $ 30,894 Notes The Company has outstanding Notes which are convertible into shares of the Company’s common stock at a rate of $8.70 per share. See Note 10 – Debt for additional information regarding the Notes. Warrants In November 2018, the Company issued to Luxor Capital warrants which are currently exercisable for 574,704 shares of the Company’s common stock with an exercise price of $8.70 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. Additionally, the holders of the Debt Warrants have customary registration rights with respect to the shares underlying the Debt Warrants. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Medical Contingency At December 31, 2020, the Company had an outstanding medical contingency claim which was measured at fair value on a recurring basis (see Note 12 – Commitments and Contingent Liabilities ). The long-term portion of the liability for such claim is included in the consolidated balance sheet under accrued medical contingency, with the short-term portion included within other current liabilities. The medical contingency claim was measured at fair value using a method that incorporated life-expectancy assumptions, along with projected annual medical costs for each future year, adjusted for inflation. An average annual inflation rate of 3.5% was used in the development of the actuarial estimate for medical costs, based on historical medical cost inflation trends as published by the U.S. Bureau of Labor Statistics. Additionally, the measurement included factors to derive a probability-weighted average of future payments in order to reflect variations from the life-expectancy assumptions, using CDC National Vital Statistics Reports as a tool in the analysis. Projected cash flows were discounted using an interest rate consistent with the U.S. 30-year treasury yield curve rates. During the three months ended September 30, 2021, as a result of the death of the individual associated with the Medical Contingency, there was a change in accounting estimate of the total outstanding liability. The estimated loss exposure was updated to reflect the liability for remaining unpaid medical expenses and dependent death benefits. As of December 31, 2021, the estimated loss exposure totaled $423. The change in estimate of the Medical Contingency was recognized as other income in the consolidated statement of operations and totaled $16,715 for the year ended December 31, 2021. The medical contingency claim analysis represents a Level 3 measurement at December 31, 2020 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, were sensitive inputs to the measurement and changes to either could have resulted in significantly higher or lower fair value measurements. The Company engaged third-party actuaries to assist in estimating the fair value, including future comprehensive medical care costs by utilizing historical transactional data regarding the claim. These inputs required significant judgments and estimates at the time of the valuation. The analysis used in the measurement of the remaining reserve for the medical contingency at December 31, 2021 reflects the Company’s assumptions regarding unpaid medical expenses and estimated death benefits used in developing the fair value estimate and is a Level 3 measurement. Contingent Consideration Contingent consideration relates to the earnout provision in the Company’s acquisition of the Cape Payment Companies in August 2021 and the future contingent payment based on the achievement of certain revenue targets (see Note 4 – Business Combinations ). The fair value of contingent consideration is measured at acquisition date, and at the end of each reporting period through the term of the arrangement, using the Black Scholes option-pricing model with assumptions for volatility and risk-free rate. Expected volatility is based on a blended weighted average of the volatility rates for a number of similar publicly-traded companies. The risk-free rates are based on U.S. Treasury securities with similar maturities as the expected term of the earnout provision at the date of valuation. The fair value of the earnout provision was $1,686 as of the acquisition date and was included in the consideration for the Cape Payment Acquisition. At December 31, 2021, the fair value of the earnout provision was $1,939. The fair value measurements at acquisition date and at the end of the reporting period were based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy. These inputs required significant judgments and estimates at the time of the valuation. The Company engaged a third-party specialist to assist management in estimating the fair value of the contingent consideration obligation. Summary by Fair Value Hierarchy The following table presents the Company’s liabilities measured at fair value on a recurring basis as of December 31, 2021 and 2020 (in thousands): As of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Accrued medical contingency $ — $ — $ 423 $ 423 Contingent consideration — — 1,939 1,939 Total liabilities measured and recorded at fair value $ — $ — $ 2,362 $ 2,362 As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Accrued medical contingency $ — $ — $ 17,435 $ 17,435 Total liabilities measured and recorded at fair value $ — $ — $ 17,435 $ 17,435 The Company had no assets required to be measured at fair value on a recurring basis at December 31, 2021 or 2020. There have been no transfers between levels during the years presented in the accompanying consolidated financial statements. Adjustments to the fair value of the accrued medical contingency are recognized in other expense (income) on the consolidated statement of operations. The following table presents a reconciliation of the accrued medical contingency liability classified as a Level 3 financial instruments for the periods indicated (in thousands): Medical Contingency Year Ended December 31, 2021 2020 2019 Balance, beginning of the period $ 17,435 $ 17,883 $ 18,167 Increases/additions 84 19 — Reductions/settlements (17,096) (467) (284) Balance, end of the period $ 423 $ 17,435 $ 17,883 Adjustments to the fair value of the contingent consideration liability at the end of each reporting period are recognized in income (loss) from operations on the consolidated statement of operations. The following table presents a reconciliation of the contingent consideration liability classified as a Level 3 financial instrument for the year ended December 31, 2021 (in thousands): Contingent Consideration Balance, beginning of the period $ — Additions 1,686 Increase in fair value 253 Reductions/settlements — Balance, end of the period $ 1,939 In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record certain assets and liabilities at fair value on a non-recurring basis. The Company generally applies fair value concepts in recording assets and liabilities acquired in business combinations and acquisitions (see Note 4 – Business Combinations |
Earnings (Loss) Per Share Attri
Earnings (Loss) Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share Attributable to Common Stockholders | 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, 2021, 2020 and 2019 is as follows (in thousands, except share and per share data): Year Ended December 31, 2021 2020 2019 Basic Earnings (Loss) per Share: Net income (loss) $ (5,229) $ 15,836 $ (291,306) Gain on debt extinguishment recorded as a capital contribution — — 1,897 Net income (loss) attributable to common stockholders - basic $ (5,229) $ 15,836 $ (289,409) Weighted average number of shares outstanding 120,593,501 98,095,081 72,404,020 Basic earnings (loss) per common share $ (0.04) $ 0.16 $ (4.00) Diluted Earnings (Loss) per Share: Net income (loss) $ (5,229) $ 15,836 $ (291,306) Gain on debt extinguishment recorded as a capital contribution — — 1,897 Net income (loss) attributable to common stockholders - diluted $ (5,229) $ 15,836 $ (289,409) Weighted average number of shares outstanding 120,593,501 98,095,081 72,404,020 Effect of dilutive securities: Stock options — 5,875,950 — Restricted stock units — 4,203,991 — Warrants — — — Weighted average diluted shares 120,593,501 108,175,022 72,404,020 Diluted earnings (loss) per common share $ (0.04) $ 0.15 $ (4.00) During the year ended December 31, 2019, the Company calculated basic and diluted earnings (loss) per share using the two-class method. Participating securities during 2019 consisted of RSAs which contained rights to receive non-forfeitable dividends. The Company had a net loss for the year ended December 31, 2019, and accordingly, pursuant to the guidance under ASC 260, a portion of the net loss was not allocated to such securities under the two-class method. During the years ended December 31, 2021 and 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 10 – Debt for additional details on the Notes. Based on the conversion price in effect at the end of December 31, 2021, 2020 and 2019, the Notes were convertible into 5,690,129, 3,957,164 and 4,886,625 shares, respectively, of the Company’s common stock. During such years, the Company’s weighted average common stock price was below the Notes conversion price for such periods. Accordingly, the shares were not considered in the dilutive earnings per share calculation. Additionally, 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: Year Ended December 31, 2021 2020 2019 Antidilutive shares underlying stock-based awards: Stock options 9,656,928 63,295 445,721 Restricted stock units 11,774,071 267,974 3,182,639 Warrants (1) 574,704 399,726 399,726 (1) Includes the Debt Warrants as of each year-end. See Note 14 – Stockholders’ Equity for additional details. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions Credit Agreement and Convertible Notes Agreement In November 2018, the Company entered into the Credit Agreement, and in January 2019, the Company entered into an amendment to the Credit Agreement, with Luxor Capital and an amendment to the Convertible Notes Agreement with the Luxor Entities. In addition, on each of May 21, 2019, July 15, 2020 and March 9, 2021, the Company entered into amendments to the Credit Agreement with Luxor Capital and amendments to the Convertible Notes Agreement with the Luxor Entities. Additionally, on May 1, 2020, the Company entered into a Limited Waiver and Conversion Agreement with respect to the Credit Agreement and Convertible Notes Agreement. Jonathan Green, a board member of the Company, is a partner at Luxor Capital. Financial Advisory Fees During the year ended December 31, 2020, Jefferies beneficially owned more than 5% of our common stock at certain points of time. In connection with our ATM Program in 2020, Jefferies received approximately $740 of fees for such services. Jefferies did not own more than 5% of our common stock during 2021. Reimbursement of Consulting Expenses 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. CGA has not provided consulting services to the Company since July 31, 2020. CGA did not mark-up or profit from these reimbursement transactions. Other Transactions with Related Parties As of December 31, 2021, we had over 26,000 restaurants on our Platforms, some of which are affiliated with members of our Board. We estimate that we generated total revenue, inclusive of diner fees, of approximately $700 and $1,500 during the years ended December 31, 2021 and 2020, respectively, from affiliates of members of our Board. Such affiliates enter into customary restaurant master service agreements with the Company, which are generally consistent with the other national partner agreements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsATM ProgramFrom January 1, 2022 through January 7, 2022, we sold 7,907,933 shares of common stock for gross proceeds of $5,691. As of March 11, 2022, we have approximately $42,911 available under the ATM Program. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
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. |
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 (as defined below); • determination of agent vs. principal classification for revenue recognition purposes; • 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, liabilities assumed and contingent consideration as part of a business combination. |
Business Combinations | Business Combinations The Company accounts for business combinations under the acquisition method of accounting, in accordance with ASC Topic 805, Business Combinations , recording any assets acquired and liabilities assumed based on their respective fair values. Any excess of the fair value of merger consideration over the fair value of the assets acquired less liabilities assumed is recorded as goodwill. The Company uses management estimates based on historically similar transactions to assist in establishing the acquisition date fair values of assets acquired, liabilities assumed, and contingent consideration granted, if any. These estimates and valuations require the Company to make significant assumptions, including projections of future events and operating performance. |
Contingent Consideration | Contingent Consideration The Company acquired the Cape Payment Companies on August 25, 2021 (see Note 4 – Business Combinations ). Consideration for the acquisition included an earnout provision which provides for a one-time payment to the sellers, if the Cape Payment Companies exceed certain future revenue targets. The contingent consideration obligation for the earnout provision is valued at fair value as of the acquisition date, with subsequent changes in fair value evaluated at the end of each reporting period through the term of the earnout and recognized in income (loss) from operations in the consolidated statement of operations. Current and noncurrent portions of the contingent consideration obligation are included in other current liabilities and other noncurrent liabilities in the consolidated balance sheet. |
Cash | Cash Cash consists of demand deposits with financial institutions, as well as cash owed to restaurants on the Platforms. The Company has a compensating balance arrangement with its financial institution related to a letter of credit. As of December 31, 2021, 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, 2021 and 2020, our restaurant liability was $3,327 and $4,301, respectively. |
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 Note 4 - Business Combinations ). 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 CostsThe 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, 2021, 2020 and 2019, the Company recognized expense attributable to advertising totaling $4,681, $2,749 and $31,232, 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 and external costs incurred after technological feasibility has been established are capitalized. Technological feasibility is established upon completion of planning, designing, coding, and testing activities necessary to establish that the product can be produced to meet its design specifications, including functions, features, and technical performance requirements. The Company’s software products generally reach technical feasibility shortly before the products are released to production. Capitalized software costs are amortized on a product-by-product basis. The Company amortizes capitalized software costs using the straight-line method over the estimated economic life of the product, which is generally 3 years. 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 . Costs are capitalized as incurred after the preliminary project stage is completed, the Company authorizes and commits funding to the project, and it is probable that the project will be completed and used for intended function. The Company amortizes capitalized software costs on a straight-line basis over the estimated useful term, which is 3 years. 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 to reflect the pattern in which the economic benefits of the intangible asset are consumed. The Company’s customer relationship intangible assets have estimated useful lives of 7.5 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. |
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. The Company has determined there was no goodwill impairment during the year ended December 31, 2021. |
Leases | Leases The Company adopted ASC 842, Leases on January 1, 2021. ASC Topic 842 requires lessees to recognize a right-of-use asset representing its right to use the underlying asset for the lease term and a corresponding lease liability on the balance sheet for all leases with terms greater than twelve months. See Recently Adopted Accounting Standards |
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 . 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 resulting expense is recorded either in operations and support, sales and marketing, research and development, or general and administrative expense, depending on the department of the recipient. The Company recognizes forfeitures of stock-based awards as they occur. In the case of an award pursuant to which a performance condition must be met for the award to vest, no stock-based compensation cost is recognized until such time as the performance condition is considered probable of being met, if at all. If the assessment of probability of the performance condition changes, the impact of the change in estimate would be recognized in the period of change. Because of the non-cash nature of share-based compensation, it is added back to net income in arriving at net cash provided by operating activities in our statement of cash flows. 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. The Company uses an option-pricing model to determine the fair value of stock options. Determining the fair value of stock options 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 the historical volatility of the Company’s stock price and the historical and implied volatility 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. 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 10 – Debt |
Convertible Notes | Convertible Notes The Company accounts for convertible notes in accordance with ASC Topic 470-20, Debt with Conversion and Other Options . Convertible notes are classified as liabilities measured at amortized cost, net of debt discounts from the allocation of proceeds. Interest expense is recognized using the effective interest method over the expected term of the debt instrument pursuant to ASC Topic 835, 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 . ASC 820 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. Based on the guidance in ASC 820, the Company uses a three-tier fair value hierarchy, prioritizing and defining the types of inputs used to measure fair value depending on the degree to which they are observable. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. The levels are as follows: Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 — Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 — Unobservable inputs reflecting the Company’s own assumptions about the inputs used in pricing the asset or liability at fair value. Certain financial instruments are required to be recorded at fair value. Other financial instruments, including cash, are recorded at cost, which approximates fair value. Additionally, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of these financial instruments. |
Insurance Reserves | Insurance ReservesThe 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 self-insured 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 at each reporting period and adjust our estimates when appropriate. We use third-party actuarial specialists to assist in estimating our claims costs. |
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 | SegmentsThe 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 recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. See Note 3 - Revenue for additional details on the Company’s revenue recognition policy. Revenue from Contracts with Customers Delivery Transaction Fees The Company generates revenue (“Delivery Transaction Fees”) primarily when diners place an order on one of the Platforms. In the case of diner subscription fees relating to our diner subscription program, revenue is recognized for the receipt of the monthly fee in the applicable month for which the delivery service applies to. Delivery Transaction Fees represent the revenue recognized from the Company’s obligation to process orders on the Platforms. The performance obligation is satisfied when the Company successfully processes an order placed on one of the Platforms and the restaurant receives the order at their location. The obligation to process orders on the Platforms represents a series of distinct performance obligations satisfied over time that the Company combines into a single performance obligation. Consistent with the recognition objective in 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 Delivery Transaction Fees earned from the restaurant on the Platform on a net basis. Delivery 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 diner fees once the delivery service is completed. The contract period for substantially all restaurant contracts is one month as both the Company and the restaurant have the ability to unilaterally terminate the contract by providing notice of termination. During the year ended December 31, 2019, the Company received non-refundable upfront setup and integration fees for onboarding certain restaurants, representing administrative activities that allowed the Company to fulfill future performance obligations for these restaurants. In connection with modifications to the Company’s fee structure in July 2019, the Company discontinued offering fee arrangements with upfront setup and integration fees, resulting 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. Payment Processing Referral Fees The Company also generates revenue by facilitating access to third-party payment processing solution providers. Revenue from such services primarily consists of residual payments received from third-party payment processing solution providers, based on the volume of transactions a payment processing solution provider performs for the merchant. The Company also occasionally receives a bonus up-front fee from third-party payment processing solution providers, paid at the time of a merchant’s initial transaction with a payment processing solution provider, based on a price specified in the agreement between the merchant and the payment processing solution provider. Payment processing referral fees represent revenue recognized from the Company’s offering of referral services, connecting a merchant with a third-party payment processing service. The Company’s performance obligation in its contracts with payment processors is for an unknown or unspecified quantity of transactions and the consideration received is contingent upon the number of transactions submitted by the merchant and processed by the payment processor. Accordingly, the total transaction price is variable. The performance obligation is satisfied when the third-party payment processor finalizes the processing of a transaction through the payment system and transaction volume is available from the payment processor to the Company. Consistent with the recognition objective in ASC Topic 606, the variable consideration due to the Company for serving as the facilitator of the arrangement between the third-party payment processor and Costs to Obtain a Contract with a Customer The Company recognizes an asset for the incremental costs of obtaining a contract with a restaurant and recognizes the expense over the course of the period when the Company expects to recover those costs. The Company has determined that certain internal sales incentives earned at the time when an initial contract is executed meet these requirements. Capitalized sales incentives are amortized to sales and marketing expense on a straight-line basis over the period of benefit, which the Company has determined to be five years. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. 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 onboarding restaurants onto the Platforms meet the capitalization criteria under ASC Topic 340-40, Other Assets and Deferred Costs . Costs related to these implementation activities are deferred and then amortized to operations and support expense on a straight-line basis over the period of benefit, which the Company has determined to be five years. |
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, the Company recorded a full valuation allowance against net deferred tax assets as of December 31, 2021 and 2020. 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, 2021 and 2020. |
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. Recently Adopted Accounting Standards Leases The Company adopted ASC 842, which requires organizations to recognize “right-of-use” lease assets and lease liabilities on the consolidated balance sheet. ASC 842 continues to retain a distinction between finance and operating leases but requires lessees to recognize a right-of-use asset representing its right to use the underlying asset for the lease term and a corresponding lease liability on the balance sheet for all leases with terms greater than twelve months. The Company applied the modified retrospective transition approach, with no adjustment to prior comparative periods. Accordingly, financial information is not adjusted and the disclosures required under ASU 2016-02 are not provided for periods prior to January 1, 2021. The Company determines if an arrangement is a lease at inception of a contract. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company elected the optional practical expedient package, which includes retaining the current classification of leases, and is utilizing the practical expedient which allows the use of hindsight in determining the lease term and in assessing impairment of its operating lease right-of-use assets. Additionally, the Company has elected to treat lease and non-lease components as a single lease component for all assets. The Company has elected to apply the short-term scope exception for leases with original terms of twelve months or less, and accordingly, recognizes the lease payments for such leases in the statement of operations on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred. Under ASC 842, the Company recorded in the consolidated balance sheet as of January 1, 2021, lease liabilities for operating leases entered into prior to December 31, 2020 of $4,993, representing the present value of its future operating lease payments, and corresponding right-of-use assets of $4,681, based upon the operating lease liabilities adjusted for deferred rent. As the Company’s leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date, which is estimated to be 5.0%. The adoption of ASC 842 did not result in a cumulative-effect adjustment on retained earnings. See Note 12 – Commitments and Contingent Liabilities for additional details. Other In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing certain exceptions to the general principles for income taxes and also improves consistent application by clarifying and amending existing guidance. ASU 2019-12 was effective for and adopted by the Company on January 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company’s disclosures or consolidated financial statements. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception . Part I of ASU 2017-11 addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced based on the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of ASU 2017-11 addresses the difficulty of navigating ASC Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in ASC 480. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. Part II of ASU 2017-11 does not have an accounting effect. ASU 2017-11 was effective for and adopted by the Company on January 1, 2021. The adoption of ASU 2017-11 did not have a material impact on the Company’s disclosures or consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, to replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 uses a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments and expands disclosure requirements. ASU 2016-13 was effective for and adopted by the Company on January 1, 2021. The adoption of ASU 2016-13 did not have a material impact on the Company’s disclosures or consolidated financial statements. Pending Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) , which simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt, resulting in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. ASU 2020-06 is effective for the Company on January 1, 2022. The Company does not believe the adoption of ASU 2020-06 will have a material impact on its consolidated financial statements and related disclosures. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, Computer equipment $ 10,671 $ 7,254 Furniture and fixtures 1,280 1,280 Leasehold improvements 353 350 $ 12,304 $ 8,884 Less: Accumulated depreciation (8,541) (5,381) Property and equipment, net $ 3,763 $ 3,503 |
Revenue from Contract with Cust
Revenue from Contract with Customer (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenue | The following table presents our revenue disaggregated by offering. Revenue consists of the following for the periods indicated (in thousands): Year Ended December 31, 2021 2020 2019 Delivery transaction fees $ 175,607 $ 203,471 $ 186,189 Payment processing referral fees 3,311 — — Setup and integration fees 7 453 5,270 Other 3,269 404 216 Total Revenue $ 182,194 $ 204,328 $ 191,675 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Acquisition [Line Items] | |
Summary of Supplemental Condensed Consolidated Results of Company on an Unaudited Pro Forma Basis | The supplemental consolidated results of the Company on an unaudited pro forma basis as if the Delivery Dudes Acquisition had been consummated on January 1, 2020 are included in the table below (in thousand): Twelve Months Ended Twelve Months Ended Net revenue $ 184,670 $ 214,967 Net income (loss) (4,865) 16,653 |
Cape Payment Companies | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | The following represents the consideration for the Cape Payment Acquisition: (in thousands, except per share amount) Shares transferred at closing 2,564 Value per share $ 1.24 Total share consideration $ 3,179 Plus: cash transferred to Cape Payment Companies 12,032 Total estimated consideration at closing 15,211 Contingent consideration 1,686 Total consideration $ 16,897 |
Schedule of Business Acquisitions, by Acquisition | The fair value of assets acquired and liabilities assumed consists of the following (in thousands): Cash and cash equivalents $ 42 Accounts receivable 1,180 Prepaid expenses and other current assets 7 Intangible assets 6,850 Other noncurrent assets 17 Accrued expenses and other current liabilities (746) Total assets acquired, net of liabilities assumed 7,350 Goodwill 9,547 Total consideration $ 16,897 |
Schedule of Finite-Lived Intangible Assets | The following table sets forth the components of identifiable intangible assets acquired from the Cape Payment Companies and their estimated useful lives as of the acquisition date: Amortizable Life (in years) Value (in thousands) Customer relationships 7.5 $ 6,500 Trade name 3.0 350 Total $ 6,850 |
Delivery Dudes | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | The acquisition expands the Company’s market presence in the on-demand delivery service sector. The following represents the purchase consideration: (in thousands, except per share amount) Shares transferred at closing 3,562 Value per share $ 2.96 Total share consideration $ 10,545 Plus: cash transferred to Delivery Dudes members 11,500 Total consideration $ 22,045 |
Schedule of Business Acquisitions, by Acquisition | The fair value of assets acquired and liabilities assumed consists of the following (in thousands): Cash and cash equivalents $ 573 Accounts receivable 330 Prepaid expenses and other current assets 130 Intangible assets 7,700 Other noncurrent assets 33 Accrued expenses and other current liabilities (1,035) Other noncurrent liabilities (29) Total assets acquired, net of liabilities assumed 7,702 Goodwill 14,343 Total consideration $ 22,045 |
Schedule of Finite-Lived Intangible Assets | The following table sets forth the components of identifiable intangible assets acquired from Delivery Dudes and their estimated useful lives as of the acquisition date: Amortizable Life (in years) Value (in thousands) Customer relationships 7.5 $ 4,700 Franchise relationships 1.0 250 Trade name 3.0 800 Developed technology 2.0 1,900 In-process research and development 2.0 50 Total $ 7,700 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consist of the following (in thousands): December 31, December 31, Credit card receivables $ 1,354 $ 3,013 Residual commissions receivable 1,342 — Receivables from restaurants and customers 660 334 Accounts receivable $ 3,356 $ 3,347 Less: allowance for doubtful accounts and chargebacks (329) (393) Accounts receivable, net $ 3,027 $ 2,954 |
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, Balance, beginning of the year $ 393 $ 481 Additions to expense 715 591 Write-offs, net of recoveries and other adjustments (779) (679) Balance, end of the year $ 329 $ 393 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, Prepaid insurance expense $ 6,703 $ 4,291 Other current assets 2,003 2,366 Prepaid expenses and other current assets $ 8,706 $ 6,657 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, Computer equipment $ 10,671 $ 7,254 Furniture and fixtures 1,280 1,280 Leasehold improvements 353 350 $ 12,304 $ 8,884 Less: Accumulated depreciation (8,541) (5,381) Property and equipment, net $ 3,763 $ 3,503 |
Intangibles Assets and Goodwi_2
Intangibles Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets are stated at cost or acquisition-date fair value less accumulated amortization and consist of the following (in thousands): As of December 31, 2021 Gross Carrying Amount Accumulated Amortization Accumulated Impairment Intangible Assets, Net Intangible assets subject to amortization: Software $ 35,686 $ (9,632) $ (11,779) $ 14,275 Trademarks/Trade name/Patents 6,549 (5,585) — 964 Customer Relationships 96,510 (14,256) (57,378) 24,876 Total intangible assets subject to amortization 138,745 (29,473) (69,157) 40,115 Trademarks, not subject to amortization 3,011 — — 3,011 Total $ 141,756 $ (29,473) $ (69,157) $ 43,126 As of December 31, 2020 Gross Carrying Amount Accumulated Amortization Accumulated Impairment Intangible Assets, Net Intangible assets subject to amortization: Software $ 25,167 $ (6,099) $ (11,788) $ 7,280 Trademarks/Trade name/Patents 5,400 (3,526) — 1,874 Customer Relationships 82,845 (10,702) (57,378) 14,765 Total intangible assets subject to amortization 113,412 (20,327) (69,166) 23,919 Trademarks, not subject to amortization 5 — — 5 Total $ 113,417 $ (20,327) $ (69,166) $ 23,924 |
Schedule of Estimated Future Amortization Expense of Intangible Assets | Estimated future amortization expense of intangible assets as of December 31, 2021 is as follows (in thousands): Amortization 2022 $ 10,742 2023 9,893 2024 7,915 2025 4,437 2026 3,437 Thereafter 3,691 Total future amortization $ 40,115 |
Schedule of Goodwill | The Company’s goodwill balance is as follows as of December 31, 2021 and 2020 (in thousands): December 31, December 31, Balance, beginning of period $ 106,734 $ 106,734 Acquisitions during the period 23,890 — Impairments during the period — — Balance, end of period $ 130,624 $ 106,734 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consist of the following (in thousands): December 31, December 31, Accrued insurance expenses $ 3,932 $ 3,392 Accrued estimated workers’ compensation expenses 644 1,725 Accrued medical contingency 370 448 Accrued legal contingency 1,250 — Accrued sales tax payable 175 418 Accrued cash incentives 3,130 60 Other accrued expenses 3,685 4,001 Unclaimed property 2,372 1,679 Other current liabilities 3,751 2,199 Total other current liabilities $ 19,309 $ 13,922 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt Obligations | The Company’s outstanding debt obligations are as follows (in thousands): Coupon Rate Range in 2021 Effective Interest Rate at December 31, 2021 Maturity December 31, December 31, Term Loan 5.125% - 7.125% 10.62% November 2023 $ 35,007 $ 49,479 Notes 4.0% - 6.0% 6.49% November 2023 49,504 49,504 $ 84,511 $ 98,983 Less: unamortized debt issuance costs on Term Loan (2,099) (3,541) Less: unamortized debt issuance costs on Notes (435) (1,224) Long term debt - related party $ 81,977 $ 94,218 Short-term loans for insurance financing 3.49% - 3.99% n/a March 2022 - October 2022 3,142 2,726 Total outstanding debt $ 85,119 $ 96,944 |
Annual Maturities of Outstanding Debt, Net of Discounts | Annual maturities of outstanding debt, net of discounts are as follows (in thousands): Debt Maturity 2022 $ 3,142 2023 81,977 Total debt $ 85,119 |
Interest Expense Related to the Notes | Interest expense related to the Notes was comprised of the following (in thousands): Year Ended December 31, 2021 2020 2019 Contractual interest expense $ 2,389 $ 2,718 $ 2,497 Amortization of debt discount 856 891 671 $ 3,245 $ 3,609 $ 3,168 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 2019 Current Federal $ — $ — $ — State 24 122 81 Deferred Federal — — — State — — — Income tax expense $ 24 $ 122 $ 81 |
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, 2021 2020 2019 Tax at statutory rate $ (1,093) $ 3,351 $ (61,077) State income taxes (281) 378 (7,863) Stock-based compensation (62) (204) 1,418 Non-deductible expenses 286 (376) 481 Interest expense 674 1,451 — Work opportunity tax credit 516 (6,625) (2,410) Goodwill and acquired intangibles — (4,168) 8,434 Other (15) 566 (1,060) Deferred tax asset revisions (689) 4,271 — Change in valuation allowance 688 1,478 62,158 Income tax expense $ 24 $ 122 $ 81 |
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, 2021 2020 Deferred tax assets: Stock-based compensation $ 1,467 $ 1,110 Incentive compensation 773 368 Medical contingency 105 4,306 Bad debt reserve 81 97 Charitable contribution carryover 35 34 Unearned revenue 118 2 Workers’ compensation reserve 159 426 Deferred rent — 69 Lease obligation 1,187 — Legal reserve 309 — Non-deductible goodwill 14,894 18,210 Non-deductible other intangibles 16,034 14,799 Net operating losses 40,824 32,603 Work opportunity tax credit 11,551 12,204 Interest expense carryforward 955 — Total deferred tax assets 88,492 84,228 Valuation allowance (81,895) (81,207) Net deferred tax assets 6,597 3,021 Deferred tax liabilities: Fixed assets (4,383) (2,237) Capitalized contract costs (1,075) (782) Right-of-use asset (1,069) — Prepaids (70) (2) Total deferred tax liabilities $ (6,597) $ (3,021) 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 2021 2020 Federal net operating losses $ 167,362 $ 134,494 2034 State net operating losses 149,206 110,573 2034 Tax credit carryforwards 11,551 12,204 2037 Total carryforwards $ 328,119 $ 257,271 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lessee, Operating Lease, Liability, Maturity | As of December 31, 2021, the future minimum lease payments required under non-cancelable operating leases were as follows (in thousands): Amount 2022 $ 1,769 2023 1,129 2024 828 2025 803 2026 535 Total future lease payments $ 5,064 Less: imputed interest (449) Present value of operating lease liabilities $ 4,615 |
Schedule of Cash Flow, Supplemental Disclosures | The following table presents supplemental cash flow information and the weighted-average discount rate for the year ended December 31, 2021 and the weighted-average remaining lease term for the Company’s operating leases as of December 31, 2021: Twelve Months Ended December 31, 2021 Cash paid for operating lease liabilities (in thousands) $ 1,617 Weighted-average remaining lease term (years) 3.8 years Weighted-average discount rate 5 % |
Stock-Based Awards and Cash-B_2
Stock-Based Awards and Cash-Based Awards (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Assumptions Using Option-pricing Model for Grant Date Fair Value | The fair value of each stock option grant during the years ended December 31, 2021, 2020 and 2019 was estimated as of the grant date using an option-pricing model with the assumptions or ranges of assumptions, as applicable, included in the table below. Expected volatility for stock options is estimated based on a combination of the historical volatility of the Company’s stock price and the historical and implied volatility of comparable publicly traded companies. 2021 2020 2019 Weighted-average fair value at grant $2.19 $0.24 $5.08 Risk free interest rate 0.46% 1.54% 2.5% - 2.6% Expected volatility 131.4% 100.6% 50.5% - 51.30% Expected option life (years) 3.59 3.25 6.0 |
Schedule of Stock Option Activity under Incentive Plans | The stock option activity under the Company’s incentive plans during the years ended December 31, 2021, 2020 and 2019 is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value 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 Granted 500,000 2.78 2.19 Exercised (14,063) 0.93 4.56 Forfeited (525,454) 2.95 2.32 Expired (56,812) 5.28 5.18 Balance, December 31, 2021 9,656,928 $ 0.39 $ 0.28 |
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, 2021 and 2020: As of December 31, 2021 As of December 31, 2020 Options Fully Vested and Expected to Vest Options Exercisable Options Fully Vested and Expected to Vest Options Exercisable Number of Options 9,656,928 4,870,026 9,753,257 132,846 Weighted-average remaining contractual term (years) 3.03 3.06 4.07 6.82 Weighted-average exercise price $ 0.39 $ 0.40 $ 0.43 $ 3.20 Aggregate Intrinsic Value (in thousands) $ 3,543 $ 1,773 $ 23,285 $ 178 |
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 for the years ended December 31, 2021, 2020 and 2019: Number of Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (years) 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 1.78 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 Granted 7,995,960 2.10 Shares vested (3,051,225) 2.10 Forfeitures (888,592) 2.27 Nonvested at December 31, 2021 8,614,746 $ 2.15 2.50 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Summary of Details Pursuant to the ATM Program | Details of sales through December 31, 2021 pursuant to the ATM Program are included in the table below. As of December 31, 2021, approximately $48,602 remained unsold under the November 2021 ATM Program. See Note 18 - Subsequent Events for details regarding sales pursuant to the ATM Program in January 2022. August 2021 ATM Program November 2021 ATM Program Total Maximum aggregate offering price (in thousands) $ 30,000 $ 50,000 Total shares sold 24,322,975 1,679,631 26,002,606 Average sales price per share $ 1.23 $ 0.83 $ 1.21 Gross proceeds (in thousands) $ 30,000 $ 1,398 $ 31,398 Net proceeds (in thousands) $ 29,535 $ 1,359 $ 30,894 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020 (in thousands): As of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Accrued medical contingency $ — $ — $ 423 $ 423 Contingent consideration — — 1,939 1,939 Total liabilities measured and recorded at fair value $ — $ — $ 2,362 $ 2,362 As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Accrued medical contingency $ — $ — $ 17,435 $ 17,435 Total liabilities measured and recorded at fair value $ — $ — $ 17,435 $ 17,435 |
Schedule of Reconciliation of Liabilities Classified as Level 3 Financial Instruments | The following table presents a reconciliation of the accrued medical contingency liability classified as a Level 3 financial instruments for the periods indicated (in thousands): Medical Contingency Year Ended December 31, 2021 2020 2019 Balance, beginning of the period $ 17,435 $ 17,883 $ 18,167 Increases/additions 84 19 — Reductions/settlements (17,096) (467) (284) Balance, end of the period $ 423 $ 17,435 $ 17,883 reconciliation of the contingent consideration liability classified as a Level 3 financial instrument for the year ended December 31, 2021 (in thousands): Contingent Consideration Balance, beginning of the period $ — Additions 1,686 Increase in fair value 253 Reductions/settlements — Balance, end of the period $ 1,939 |
Earnings (Loss) Per Share Att_2
Earnings (Loss) Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021, 2020 and 2019 is as follows (in thousands, except share and per share data): Year Ended December 31, 2021 2020 2019 Basic Earnings (Loss) per Share: Net income (loss) $ (5,229) $ 15,836 $ (291,306) Gain on debt extinguishment recorded as a capital contribution — — 1,897 Net income (loss) attributable to common stockholders - basic $ (5,229) $ 15,836 $ (289,409) Weighted average number of shares outstanding 120,593,501 98,095,081 72,404,020 Basic earnings (loss) per common share $ (0.04) $ 0.16 $ (4.00) Diluted Earnings (Loss) per Share: Net income (loss) $ (5,229) $ 15,836 $ (291,306) Gain on debt extinguishment recorded as a capital contribution — — 1,897 Net income (loss) attributable to common stockholders - diluted $ (5,229) $ 15,836 $ (289,409) Weighted average number of shares outstanding 120,593,501 98,095,081 72,404,020 Effect of dilutive securities: Stock options — 5,875,950 — Restricted stock units — 4,203,991 — Warrants — — — Weighted average diluted shares 120,593,501 108,175,022 72,404,020 Diluted earnings (loss) per common share $ (0.04) $ 0.15 $ (4.00) |
Schedule of Securities Outstanding Excluded From Fully Diluted Calculations | Additionally, 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: Year Ended December 31, 2021 2020 2019 Antidilutive shares underlying stock-based awards: Stock options 9,656,928 63,295 445,721 Restricted stock units 11,774,071 267,974 3,182,639 Warrants (1) 574,704 399,726 399,726 (1) Includes the Debt Warrants as of each year-end. See Note 14 – Stockholders’ Equity for additional details. |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Accounting Polices [Line Items] | |||
Cash | $ 60,111,000 | $ 84,706,000 | |
Cash supporting letter of credit outstanding | 3,191,000 | ||
Restaurant liability | 3,327,000 | 4,301,000 | |
Advertising expense | $ 0 | 0 | $ 397,000 |
Customer relationship intangible assets useful life | 7 years 6 months | ||
Tax contingencies | $ 0 | 0 | |
Operating lease payments | 1,617,000 | ||
Operating lease right-of-use assets | $ 4,327,000 | ||
ASU 2019-12 | |||
Accounting Polices [Line Items] | |||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | ||
Change in accounting principle, accounting standards update, adopted | true | ||
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, 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, 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, immaterial effect | true | ||
ASU 2017-11 | |||
Accounting Polices [Line Items] | |||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | ||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
ASU 2016-13 | |||
Accounting Polices [Line Items] | |||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | ||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
ASU 2016-02 | |||
Accounting Polices [Line Items] | |||
Operating lease payments | $ 4,993,000 | ||
Operating lease right-of-use assets | $ 4,681,000 | ||
Incremental borrowing rate | 5.00% | ||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
ASU 2020-06 | |||
Accounting Polices [Line Items] | |||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2022 | ||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
Bite Squad | |||
Accounting Polices [Line Items] | |||
Useful life of finite-lived intangible asset | 3 years | ||
Software to be Sold, Leased, or Marketed | |||
Accounting Polices [Line Items] | |||
Useful life of finite-lived intangible asset | 3 years | ||
Internal Use Software | |||
Accounting Polices [Line Items] | |||
Useful life of finite-lived intangible asset | 3 years | ||
Sales and Marketing Expense | |||
Accounting Polices [Line Items] | |||
Advertising expense | $ 4,681,000 | $ 2,749,000 | $ 31,232,000 |
Minimum | |||
Accounting Polices [Line Items] | |||
Accounts receivable collection period from the date revenue generated | 1 day | ||
Percentage of tax benefit realized upon ultimate settlement | 0.50 | ||
Maximum | |||
Accounting Polices [Line Items] | |||
Accounts receivable collection period from the date revenue generated | 6 days |
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, 2021 | |
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 |
Revenue from Contract with Cu_2
Revenue from Contract with Customer (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | $ 182,194 | $ 204,328 | $ 191,675 |
Contract with customer, cumulative adjustment to setup and integration fee revenue | 3,005 | ||
Capitalized sales incentives amortization period | 5 years | ||
Deferred costs | $ 2,968 | 2,424 | |
Deferred costs, current | 818 | 567 | |
Amortization expense | 712 | 397 | 606 |
ASC Topic 340-40, Other Assets and Deferred Costs | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Deferred costs | 1,386 | 742 | |
Deferred costs, current | 352 | 170 | |
Amortization expense | 252 | 98 | 1,030 |
Delivery transaction fees | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | 175,607 | 203,471 | 186,189 |
Payment processing referral fees | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | 3,311 | 0 | 0 |
Setup and integration fees | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | 7 | 453 | 5,270 |
Other | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | $ 3,269 | $ 404 | $ 216 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) | Aug. 25, 2021USD ($)$ / sharesshares | Mar. 11, 2021USD ($)$ / sharesshares | Jan. 17, 2019USD ($)$ / sharesshares | Dec. 31, 2021USD ($)Franchise | Dec. 31, 2021USD ($)Franchise | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Aug. 31, 2021USD ($) |
Business Acquisition [Line Items] | ||||||||
Net loss | $ (5,229,000) | $ 15,836,000 | $ (291,306,000) | |||||
Business acquisition, direct and incremental costs | 0 | |||||||
Cape Payment Companies | ||||||||
Business Acquisition [Line Items] | ||||||||
Effective acquisition date | Aug. 25, 2021 | |||||||
Business combination, cash consideration | $ 12,000,000 | $ 32,000 | ||||||
Shares transferred at closing (in shares) | shares | 2,564,000 | |||||||
Value per share (in dollars per share) | $ / shares | $ 1.24 | |||||||
Earnout provision payable ending date | Mar. 30, 2023 | |||||||
Contingent consideration | $ 1,686,000 | $ 1,939,000 | 1,939,000 | $ 1,686,000 | ||||
Business acquisition, direct and incremental costs | 1,614,000 | |||||||
Cape Payment Companies | Common Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares transferred at closing (in shares) | shares | 2,564,103 | |||||||
Cape Payment Companies | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life of finite-lived intangible asset | 7 years 6 months | |||||||
Delivery Dudes | ||||||||
Business Acquisition [Line Items] | ||||||||
Effective acquisition date | Mar. 11, 2021 | |||||||
Business combination, cash consideration | $ 11,500,000 | |||||||
Shares transferred at closing (in shares) | shares | 3,562,000 | |||||||
Value per share (in dollars per share) | $ / shares | $ 2.96 | |||||||
Revenue | 10,077,000 | |||||||
Net loss | 1,552,000 | |||||||
Business acquisition, direct and incremental costs | $ 1,614,000 | |||||||
Delivery Dudes | Common Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares transferred at closing (in shares) | shares | 3,562,577 | |||||||
Delivery Dudes | Franchise relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of franchisees assets acquired | Franchise | 6 | 6 | ||||||
Useful life of finite-lived intangible asset | 1 year | |||||||
Delivery Dudes | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination, cash consideration | $ 2,431,000 | |||||||
Total consideration for acquisition | $ 2,464,000 | |||||||
Useful life of finite-lived intangible asset | 7 years 6 months | 7 years 6 months | ||||||
Other Acquisitions | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Total consideration for acquisition | $ 525,000 | $ 1,645,000 | ||||||
Useful life of finite-lived intangible asset | 7 years 6 months | 7 years 6 months | ||||||
Other Acquisitions | Software | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life of finite-lived intangible asset | 3 years | 3 years | ||||||
BiteSquad.com, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination, cash consideration | $ 197,404,000 | |||||||
Revenue | $ 95,079,000 | |||||||
Net loss | 213,497,000 | |||||||
Total consideration for acquisition | 335,858,000 | |||||||
Business combination, pay down of indebtedness | $ 11,880,000 | |||||||
Business combination, share price (in dollars per share) | $ / shares | $ 11.95 | |||||||
BiteSquad.com, LLC | Common Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares transferred at closing (in shares) | shares | 10,591,968 | |||||||
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 |
Business Combinations - Acquisi
Business Combinations - Acquisition Consideration (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 25, 2021 | Mar. 11, 2021 | Dec. 31, 2021 | Aug. 31, 2021 |
Cape Payment Companies | ||||
Business Acquisition [Line Items] | ||||
Shares transferred at closing (in shares) | 2,564,000 | |||
Value per share (in dollars per share) | $ 1.24 | |||
Total share consideration | $ 3,179 | |||
Plus: cash transferred to Cape Payment Companies | 12,032 | |||
Total estimated consideration at closing | 15,211 | |||
Contingent consideration | 1,686 | $ 1,939 | $ 1,686 | |
Total consideration | $ 16,897 | |||
Delivery Dudes | ||||
Business Acquisition [Line Items] | ||||
Shares transferred at closing (in shares) | 3,562,000 | |||
Value per share (in dollars per share) | $ 2.96 | |||
Total share consideration | $ 10,545 | |||
Plus: cash transferred to Delivery Dudes members | 11,500 | |||
Total consideration | $ 22,045 |
Business Combinations - Assets
Business Combinations - Assets and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Aug. 25, 2021 | Mar. 11, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 130,624 | $ 106,734 | $ 106,734 | ||
Cape Payment Companies | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 42 | ||||
Accounts receivable | 1,180 | ||||
Prepaid expenses and other current assets | 7 | ||||
Intangible assets | 6,850 | ||||
Other noncurrent assets | 17 | ||||
Accrued expenses and other current liabilities | (746) | ||||
Total assets acquired, net of liabilities assumed | 7,350 | ||||
Goodwill | 9,547 | ||||
Total consideration | $ 16,897 | ||||
Delivery Dudes | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 573 | ||||
Accounts receivable | 330 | ||||
Prepaid expenses and other current assets | 130 | ||||
Intangible assets | 7,700 | ||||
Other noncurrent assets | 33 | ||||
Accrued expenses and other current liabilities | (1,035) | ||||
Other noncurrent liabilities | (29) | ||||
Total assets acquired, net of liabilities assumed | 7,702 | ||||
Goodwill | 14,343 | ||||
Total consideration | $ 22,045 |
Business Combinations - Finite-
Business Combinations - Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Aug. 25, 2021 | Mar. 11, 2021 | Dec. 31, 2021 |
Cape Payment Companies | |||
Business Acquisition [Line Items] | |||
Value | $ 6,850 | ||
Cape Payment Companies | Customer relationships | |||
Business Acquisition [Line Items] | |||
Amortizable life | 7 years 6 months | ||
Value | $ 6,500 | ||
Cape Payment Companies | Trade name | |||
Business Acquisition [Line Items] | |||
Amortizable life | 3 years | ||
Value | $ 350 | ||
Delivery Dudes | |||
Business Acquisition [Line Items] | |||
Value | $ 7,700 | ||
Delivery Dudes | Customer relationships | |||
Business Acquisition [Line Items] | |||
Amortizable life | 7 years 6 months | 7 years 6 months | |
Value | $ 4,700 | ||
Delivery Dudes | Franchise relationships | |||
Business Acquisition [Line Items] | |||
Amortizable life | 1 year | ||
Value | $ 250 | ||
Delivery Dudes | Trade name | |||
Business Acquisition [Line Items] | |||
Amortizable life | 3 years | ||
Value | $ 800 | ||
Delivery Dudes | Developed technology | |||
Business Acquisition [Line Items] | |||
Amortizable life | 2 years | ||
Value | $ 1,900 | ||
Delivery Dudes | In-process research and development | |||
Business Acquisition [Line Items] | |||
Amortizable life | 2 years | ||
Value | $ 50 |
Business Combinations - Summary
Business Combinations - Summary of Supplemental Condensed Consolidated Results of Company on an Unaudited Pro Forma Basis (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | ||
Net revenue | $ 184,670 | $ 214,967 |
Net income (loss) | $ (4,865) | $ 16,653 |
Accounts Receivable, Net - Sche
Accounts Receivable, Net - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Credit card receivables | $ 1,354 | $ 3,013 |
Residual commissions receivable | 1,342 | 0 |
Receivables from restaurants and customers | 660 | 334 |
Accounts receivable | 3,356 | 3,347 |
Less: allowance for doubtful accounts and chargebacks | (329) | (393) |
Accounts receivable, net | $ 3,027 | $ 2,954 |
Accounts Receivable, Net - Sc_2
Accounts Receivable, Net - Schedule of Allowance for Doubtful Accounts - (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance, beginning of the year | $ 393 | $ 481 |
Additions to expense | 715 | 591 |
Write-offs, net of recoveries and other adjustments | (779) | (679) |
Balance, end of the year | $ 329 | $ 393 |
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, 2021 | Dec. 31, 2020 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid insurance expense | $ 6,703 | $ 4,291 |
Other current assets | 2,003 | 2,366 |
Prepaid expenses and other current assets | $ 8,706 | $ 6,657 |
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, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 12,304 | $ 8,884 |
Less: Accumulated depreciation | (8,541) | (5,381) |
Property and equipment, net | 3,763 | 3,503 |
Computer equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 10,671 | 7,254 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,280 | 1,280 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 353 | $ 350 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 3,200 | $ 2,086 | $ 2,048 |
Intangibles Assets and Goodwi_3
Intangibles Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | $ 138,745 | $ 113,412 |
Accumulated Amortization | (29,473) | (20,327) |
Accumulated Impairment | (69,157) | (69,166) |
Finite-lived intangible assets, net | 40,115 | 23,919 |
Total, gross carrying amount | 141,756 | 113,417 |
Total, net | 43,126 | 23,924 |
Trademarks | ||
Intangible Assets [Line Items] | ||
Trademarks, not subject to amortization | 3,011 | 5 |
Software | ||
Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 35,686 | 25,167 |
Accumulated Amortization | (9,632) | (6,099) |
Accumulated Impairment | (11,779) | (11,788) |
Finite-lived intangible assets, net | 14,275 | 7,280 |
Trademarks/Trade name/Patents | ||
Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 6,549 | 5,400 |
Accumulated Amortization | (5,585) | (3,526) |
Finite-lived intangible assets, net | 964 | 1,874 |
Customer Relationships | ||
Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 96,510 | 82,845 |
Accumulated Amortization | (14,256) | (10,702) |
Accumulated Impairment | (57,378) | (57,378) |
Finite-lived intangible assets, net | $ 24,876 | $ 14,765 |
Intangibles Assets and Goodwi_4
Intangibles Assets and Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible Assets [Line Items] | |||
Capitalized computer software costs | $ 8,599 | ||
Amortization expense | 9,229 | $ 6,291 | $ 13,726 |
Acquisitions during the period | 23,890 | 0 | |
Non-cash pre-tax impairment loss | 191,194 | ||
Goodwill impairment | 0 | $ 0 | 119,212 |
Non-cash pre-tax intangible asset impairment loss | 71,982 | ||
Internet Domain Names | |||
Intangible Assets [Line Items] | |||
Domain names acquired from rebranding initiative | 3,006 | ||
Customer Relationships | |||
Intangible Assets [Line Items] | |||
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 | ||
Delivery Dudes | |||
Intangible Assets [Line Items] | |||
Acquisitions during the period | 14,343 | ||
Cape Payment Companies | |||
Intangible Assets [Line Items] | |||
Acquisitions during the period | 9,547 | ||
Dude Holdings Limited Liability Company And Cape Payment Companies | |||
Intangible Assets [Line Items] | |||
Intangible assets acquired | $ 14,550 |
Intangibles Assets and Goodwi_5
Intangibles Assets and Goodwill - Schedule of Estimated Future Amortization Expense of Intangible Assets (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 10,742 |
2023 | 9,893 |
2024 | 7,915 |
2025 | 4,437 |
2026 | 3,437 |
Thereafter | 3,691 |
Total future amortization | $ 40,115 |
Intangibles Assets and Goodwi_6
Intangibles Assets and Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance, beginning of period | $ 106,734 | $ 106,734 |
Acquisitions during the period | 23,890 | 0 |
Impairments during the period | 0 | 0 |
Balance, end of period | $ 130,624 | $ 106,734 |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Accrued insurance expenses | $ 3,932 | $ 3,392 |
Accrued estimated workers’ compensation expenses | 644 | 1,725 |
Accrued medical contingency | 370 | 448 |
Accrued legal contingency | 1,250 | 0 |
Accrued sales tax payable | 175 | 418 |
Accrued cash incentives | 3,130 | 60 |
Other accrued expenses | 3,685 | 4,001 |
Unclaimed property | 2,372 | 1,679 |
Other current liabilities | 3,751 | 2,199 |
Total other current liabilities | $ 19,309 | $ 13,922 |
Debt - Schedule of Debt Obligat
Debt - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Maturity | March 2022 - October 2022 | |
Long-term debt, gross | $ 84,511 | $ 98,983 |
Long term debt - related party | 81,977 | 94,218 |
Short-term loans for insurance financing | 3,142 | 2,726 |
Total outstanding debt | $ 85,119 | 96,944 |
Minimum | ||
Debt Instrument [Line Items] | ||
Coupon Rate Range in 2021 | 3.49% | |
Maximum | ||
Debt Instrument [Line Items] | ||
Coupon Rate Range in 2021 | 3.99% | |
Notes | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate at December 31, 2021 | 6.49% | |
Maturity | November 2023 | |
Long-term debt, gross | $ 49,504 | 49,504 |
Less: unamortized debt issuance costs | (435) | (1,224) |
Long term debt - related party | $ 49,069 | 48,280 |
Notes | Minimum | ||
Debt Instrument [Line Items] | ||
Coupon Rate Range in 2021 | 4.00% | |
Notes | Maximum | ||
Debt Instrument [Line Items] | ||
Coupon Rate Range in 2021 | 6.00% | |
Term Loans | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate at December 31, 2021 | 10.62% | |
Maturity | November 2023 | |
Long-term debt, gross | $ 35,007 | 49,479 |
Less: unamortized debt issuance costs | $ (2,099) | $ (3,541) |
Term Loans | Minimum | ||
Debt Instrument [Line Items] | ||
Coupon Rate Range in 2021 | 5.125% | |
Term Loans | Maximum | ||
Debt Instrument [Line Items] | ||
Coupon Rate Range in 2021 | 7.125% |
Debt - Annual Maturities of Out
Debt - Annual Maturities of Outstanding Debt, Net of Discounts (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 3,142 | |
2023 | 81,977 | |
Total outstanding debt | $ 85,119 | $ 96,944 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 16, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 7,075 | $ 9,458 | $ 9,408 | |
Debt instrument, payment | $ 14,472 | 22,594 | 0 | |
Warrants exercisable for number of shares of common stock (in shares) | 574,704 | |||
Long-term debt | $ 81,977 | 94,218 | ||
Warrants issued to purchase common stock per share (in dollars per share) | $ 8.70 | |||
Convertible debt | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 2,389 | 2,718 | $ 2,497 | |
Long-term debt | $ 49,069 | $ 48,280 | ||
Debt conversion, description | The Notes include customary anti-dilution protection, including broad-based weighted average adjustments for issuances of additional shares. | |||
Amended Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, payment | $ 15,000 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Contractual interest expense | $ 7,075 | $ 9,458 | $ 9,408 |
Notes | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | 2,389 | 2,718 | 2,497 |
Amortization of debt discount | 856 | 891 | 671 |
Total interest expense, excluding amortization | $ 3,245 | $ 3,609 | $ 3,168 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current | |||
Federal, current | $ 0 | $ 0 | $ 0 |
State, current | 24 | 122 | 81 |
Deferred | |||
Federal, deferred | 0 | 0 | 0 |
State, deferred | 0 | 0 | 0 |
Income tax expense | $ 24 | $ 122 | $ 81 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory income tax rate | 21.00% | |
Valuation allowance | $ 81,895 | $ 81,207 |
Federal and state income tax examination tax year | 2014 | |
Employer payroll tax deferrals under CARES Act | $ 667 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Tax at statutory rate | $ (1,093) | $ 3,351 | $ (61,077) |
State income taxes | (281) | 378 | (7,863) |
Stock-based compensation | (62) | (204) | 1,418 |
Non-deductible expenses | 286 | (376) | 481 |
Interest expense | 674 | 1,451 | 0 |
Work opportunity tax credit | 516 | (6,625) | (2,410) |
Goodwill and acquired intangibles | 0 | (4,168) | 8,434 |
Other | (15) | 566 | (1,060) |
Deferred tax asset revisions | (689) | 4,271 | 0 |
Change in valuation allowance | 688 | 1,478 | 62,158 |
Income tax expense | $ 24 | $ 122 | $ 81 |
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, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Stock-based compensation | $ 1,467 | $ 1,110 |
Incentive compensation | 773 | 368 |
Medical contingency | 105 | 4,306 |
Bad debt reserve | 81 | 97 |
Charitable contribution carryover | 35 | 34 |
Unearned revenue | 118 | 2 |
Workers’ compensation reserve | 159 | 426 |
Deferred rent | 0 | 69 |
Lease obligation | 1,187 | 0 |
Legal reserve | 309 | 0 |
Non-deductible goodwill | 14,894 | 18,210 |
Non-deductible other intangibles | 16,034 | 14,799 |
Net operating losses | 40,824 | 32,603 |
Work opportunity tax credit | 11,551 | 12,204 |
Interest expense carryforward | 955 | 0 |
Total deferred tax assets | 88,492 | 84,228 |
Valuation allowance | (81,895) | (81,207) |
Net deferred tax assets | 6,597 | 3,021 |
Deferred tax liabilities: | ||
Fixed assets | (4,383) | (2,237) |
Capitalized contract costs | (1,075) | (782) |
Right-of-use asset | (1,069) | 0 |
Prepaids | (70) | (2) |
Total deferred tax liabilities | $ (6,597) | $ (3,021) |
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, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforwards | $ 11,551 | $ 12,204 |
Tax credit carryforwards beginning year of expiration | 2037 | |
Total carryforwards | $ 328,119 | 257,271 |
Federal net operating losses | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | $ 167,362 | 134,494 |
Net operating losses beginning year of expiration | 2034 | |
State net operating losses | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | $ 149,206 | $ 110,573 |
Net operating losses beginning year of expiration | 2034 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | Jul. 01, 2021USD ($) | Jun. 22, 2021USD ($) | Feb. 28, 2022USD ($) | Dec. 31, 2021USD ($)Partner | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Loss Contingencies [Line Items] | |||||||
Operating lease right-of-use assets | $ 4,327 | ||||||
Operating lease liabilities | 1,581 | ||||||
Operating lease liabilities, net of current portion | 3,034 | ||||||
Operating lease costs | 1,797 | ||||||
Accrued medical contingency, noncurrent | 53 | $ 16,987 | |||||
Accrued medical contingency, current | 370 | 448 | |||||
Total estimated loss exposure | 423 | ||||||
Change in estimate of accrued medical contingency | 16,715 | 0 | $ 0 | ||||
Outstanding workers compensation and auto policy claims | $ 4,305 | 4,697 | |||||
Loss contingency, settlement, agreement date | June 22, 2021 | ||||||
Cash paid to plaintiff | $ 4,700 | ||||||
One-time settlement payment | $ 800 | ||||||
Number of restaurant partner | Partner | 10,000 | ||||||
Estimated litigation liability | $ 1,250 | ||||||
Other Income | |||||||
Loss Contingencies [Line Items] | |||||||
Change in estimate of accrued medical contingency | 16,715 | ||||||
Other Current Liabilities | |||||||
Loss Contingencies [Line Items] | |||||||
Accrued medical contingency, current | $ 370 | $ 448 | |||||
Subsequent Event | |||||||
Loss Contingencies [Line Items] | |||||||
Total potential settlement fund | $ 2,500 | ||||||
Litigation settlement, attorney fees, percentage of total amount of settlement fund | 33.33% | ||||||
Expense related to lawsuits settlement | $ 40 | ||||||
Revision of prior period, adjustment | |||||||
Loss Contingencies [Line Items] | |||||||
Understatement of accrued liability | $ 17,505 | ||||||
Louisiana | |||||||
Loss Contingencies [Line Items] | |||||||
Operating lease expiration period | 2026-08 |
Commitment and Contingencies -
Commitment and Contingencies - Supplemental Cash Flow Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Cash paid for operating lease liabilities | $ 1,617 |
Weighted-average remaining lease term | 3 years 9 months 18 days |
Weighted-average discount rate | 5.00% |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Lease Payments (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 1,769 |
2023 | 1,129 |
2024 | 828 |
2025 | 803 |
2026 | 535 |
Total future lease payments | 5,064 |
Less: imputed interest | (449) |
Present value of operating lease liabilities | $ 4,615 |
Stock-Based Awards and Cash-B_3
Stock-Based Awards and Cash-Based Awards - Additional Information (Details) - USD ($) | Jan. 01, 2022 | Jan. 03, 2021 | Apr. 23, 2020 | Jan. 03, 2020 | Apr. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Payment Arrangement, Option | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Compensation expense | $ 1,248,000 | $ 1,449,000 | $ 1,257,000 | |||||||
Aggregate intrinsic value of awards exercised | $ 22,000 | 61,000 | 52,000 | |||||||
Amended 2018 Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common stock, reserved for issuance (in shares) | 5,119,807 | |||||||||
Increases in shares reserved for issuance, percentage of outstanding shares of common stock | 5.00% | |||||||||
Amended 2018 Plan | Subsequent Event | ||||||||||
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 | 7,861,458 | |||||||||
Amended 2014 Stock Plan and 2018 Incentive Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Compensation expense | $ 7,974,000 | $ 5,166,000 | $ 7,238,000 | |||||||
2018 Incentive Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Grants under plan (in shares) | 500,000 | 9,572,397 | 301,419 | |||||||
Exercise price of options | $ 0.39 | $ 0.43 | $ 3.66 | $ 5.53 | ||||||
2018 Incentive Plan | Grimstad Option | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Grants under plan (in shares) | 9,572,397 | |||||||||
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 vested 50% on each of the first two anniversaries of the grant date. | |||||||||
Exercise term | 5 years | 10 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 | Minimum | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Exercise term | 3 years | 3 years | ||||||||
2018 Incentive Plan | Grimstad Option | Maximum | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Exercise term | 4 years | 4 years | ||||||||
2018 Incentive Plan | Share-based Payment Arrangement, Option | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Grants under plan (in shares) | 500,000 | |||||||||
Grants under plan aggregate grant date fair value | $ 1,095,000 | |||||||||
Exercise price of options | $ 2.78 | |||||||||
Unrecognized compensation cost related to nonvested | $ 13,000 | |||||||||
Unrecognized compensation cost related to nonvested expected to be recognized over weighted average period | 1 month | |||||||||
2018 Incentive Plan | Share-based Payment Arrangement, Option | Grimstad Option | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Vesting period | 2 years | |||||||||
2018 Incentive Plan | Grimstad RSU Grant | Grimstad Option | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Compensation expense | $ 0 | |||||||||
Performance-based RSUs outstanding (in shares) | 3,159,325 | |||||||||
Shares granted | 3,134,325 | |||||||||
Aggregate grant date fair value | $ 3,542,000 | |||||||||
2018 Incentive Plan | Restricted Stock Units and Restricted Stock Awards | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Performance-based RSUs outstanding (in shares) | 8,614,746 | 4,558,603 | 3,182,639 | 550,000 | ||||||
Shares granted | 7,995,960 | 4,267,501 | 5,004,664 | |||||||
2018 Incentive Plan and Amended 2018 Plan | Grimstad RSU Grant | Grimstad Option | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Shares granted | 3,500,000 | |||||||||
Aggregate grant date fair value | $ 8,960,000 | |||||||||
2018 Incentive Plan and Amended 2018 Plan | Time-based RSUs | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Shares granted | 7,995,960 | |||||||||
Aggregate grant date fair value | $ 16,780,000 | |||||||||
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 | 600,960 | |||||||||
2018 Incentive Plan and Amended 2018 Plan | Time-based RSUs | Employees And Consultants | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Vesting period | 3 years | |||||||||
Shares granted | 3,895,000 | |||||||||
2018 Incentive Plan and Amended 2018 Plan | Restricted Stock Units and Restricted Stock Awards | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Compensation expense | $ 6,726,000 | $ 3,717,000 | $ 5,983,000 | |||||||
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 | $ 14,854,000 | |||||||||
Unrecognized compensation cost related to nonvested expected to be recognized over weighted average period | 2 years 6 months | |||||||||
Grant date fair value of restricted shares vested | $ 6,812,000 | $ 2,591,000 | $ 207,000 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted-average fair value at grant | $ 2.19 | $ 0.24 | $ 5.08 |
Risk free interest rate | 0.46% | 1.54% | |
Expected volatility | 131.40% | 100.60% | |
Expected option life (years) | 3 years 7 months 2 days | 3 years 3 months | 6 years |
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk free interest rate | 2.50% | ||
Expected volatility | 50.50% | ||
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk free interest rate | 2.60% | ||
Expected volatility | 51.30% |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares | |||
Beginning balance | 9,753,257 | 445,721 | 880,833 |
Granted | 500,000 | 9,572,397 | 301,419 |
Exercised | (14,063) | (62,119) | (12,040) |
Forfeited | (525,454) | (100,739) | (650,963) |
Expired | (56,812) | (102,003) | (73,528) |
Ending balance | 9,656,928 | 9,753,257 | 445,721 |
Weighted Average Exercise Price | |||
Beginning balance | $ 0.43 | $ 3.66 | $ 5.53 |
Granted | 2.78 | 0.37 | 10.13 |
Exercised | 0.93 | 0.71 | 0.36 |
Forfeited | 2.95 | 5.65 | 9.10 |
Expired | 5.28 | 3.33 | 4.82 |
Ending balance | 0.39 | 0.43 | 3.66 |
Weighted Average Grant Date Fair Value | |||
Beginning balance | 0.33 | 5.04 | 5.20 |
Granted | 2.19 | 0.24 | 5.08 |
Exercised | 4.56 | 3.73 | 2.95 |
Forfeited | 2.32 | 5.72 | 5.37 |
Expired | 5.18 | 5.40 | 4.61 |
Ending balance | $ 0.28 | $ 0.33 | $ 5.04 |
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, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Number of options fully vested and expected to vest | 9,656,928 | 9,753,257 |
Weighted-average remaining contractual term (years) of options fully vested and expected to vest | 3 years 10 days | 4 years 25 days |
Weighted-average exercise price of options fully vested and expected to vest | $ 0.39 | $ 0.43 |
Aggregate Intrinsic Value (in thousands) of options fully vested and expected to vest | $ 3,543 | $ 23,285 |
Number of options exercisable | 4,870,026 | 132,846 |
Weighted-average remaining contractual term (years) of options exercisable | 3 years 21 days | 6 years 9 months 25 days |
Weighted-average exercise price of options exercisable | $ 0.40 | $ 3.20 |
Aggregate Intrinsic Value (in thousands) of options exercisable | $ 1,773 | $ 178 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares | ||||
Beginning balance (in shares) | 4,558,603 | 3,182,639 | 550,000 | |
Granted (in shares) | 7,995,960 | 4,267,501 | 5,004,664 | |
Vested (in shares) | (3,051,225) | (946,387) | (484,614) | |
Forfeitures (in shares) | (888,592) | (1,945,150) | (1,887,411) | |
Ending balance (in shares) | 8,614,746 | 4,558,603 | 3,182,639 | 550,000 |
Weighted Average Grant Date Fair Value | ||||
Beginning balance (in dollars per share) | $ 2.23 | $ 1.42 | $ 11.94 | |
Granted (in dollars per share) | 2.10 | 2.28 | 2.29 | |
Vested (in dollars per share) | 2.10 | 1.36 | 11.75 | |
Forfeitures (in dollars per share) | 2.27 | 1.44 | 4.13 | |
Ending balance (in dollars per share) | $ 2.15 | $ 2.23 | $ 1.42 | $ 11.94 |
Weighted average remaining contractual term (years) | 2 years 6 months | 1 year 8 months 15 days | 1 year 9 months 10 days | 1 year 9 months 10 days |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class Of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 249,000,000 | 249,000,000 |
Common stock, shares issued (in shares) | 146,094,300 | 111,259,037 |
Common stock, shares outstanding (in shares) | 146,094,300 | 111,259,037 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Number of votes per share | one vote per share | |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Warrants issued to purchase common stock per share (in dollars per share) | $ 8.70 | |
Warrants exercisable for number of shares of common stock (in shares) | 574,704 | |
Debt warrant expiration date | Nov. 15, 2022 | |
November 2021 ATM Program | Common Stock | ||
Class Of Stock [Line Items] | ||
Unsold common stock shares | $ 48,602 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Details Pursuant to the ATM Program (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2021 | Aug. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class Of Stock [Line Items] | |||||
Gross proceeds (in thousands) | $ 30,895 | $ 47,574 | $ 45,823 | ||
Common Stock | |||||
Class Of Stock [Line Items] | |||||
Total shares sold | 26,002,606 | 23,698,720 | 6,757,000 | ||
Average sales price per share | $ 1.21 | ||||
Gross proceeds (in thousands) | $ 31,398 | ||||
Net proceeds (in thousands) | $ 30,894 | ||||
August 2021 ATM Program | Common Stock | |||||
Class Of Stock [Line Items] | |||||
Maximum aggregate offering price (in thousands) | $ 30,000 | ||||
Total shares sold | 24,322,975 | ||||
Average sales price per share | $ 1.23 | ||||
Gross proceeds (in thousands) | $ 30,000 | ||||
Net proceeds (in thousands) | $ 29,535 | ||||
November 2021 ATM Program | Common Stock | |||||
Class Of Stock [Line Items] | |||||
Maximum aggregate offering price (in thousands) | $ 50,000 | ||||
Total shares sold | 1,679,631 | ||||
Average sales price per share | $ 0.83 | ||||
Gross proceeds (in thousands) | $ 1,398 | ||||
Net proceeds (in thousands) | $ 1,359 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2021 | Aug. 25, 2021 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||
Average annual inflation rate (percentage) | 3.50% | ||||
Total estimated loss exposure | $ 423,000 | ||||
Change in estimate of accrued medical contingency | 16,715,000 | $ 0 | $ 0 | ||
Fair value, transfer of liabilities into level 3 | 0 | 0 | 0 | ||
Fair value, transfer of assets out of level 3 | 0 | 0 | 0 | ||
Fair value, transfer of liabilities from level 2 to level 1 | 0 | 0 | 0 | ||
Fair value, transfer of assets from level 1 to level 2 | 0 | 0 | 0 | ||
Fair value, transfer of assets into level 3 | 0 | 0 | 0 | ||
Fair value, transfer of liabilities out of level 3 | 0 | 0 | 0 | ||
Fair value, transfer of liabilities from level 1 to level 2 | 0 | 0 | 0 | ||
Fair value, transfer of assets from level 2 to level 1 | 0 | 0 | $ 0 | ||
Cape Payment Companies | |||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||
Contingent consideration | 1,939,000 | $ 1,686,000 | $ 1,686,000 | ||
Other Income | |||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||
Change in estimate of accrued medical contingency | 16,715,000 | ||||
Fair Value, 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, 2021 | Dec. 31, 2020 |
Liabilities | ||
Accrued medical contingency | $ 423 | $ 17,435 |
Contingent consideration | 1,939 | |
Total liabilities measured and recorded at fair value | 2,362 | 17,435 |
Level 3 | ||
Liabilities | ||
Accrued medical contingency | 423 | 17,435 |
Contingent consideration | 1,939 | |
Total liabilities measured and recorded at fair value | $ 2,362 | $ 17,435 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Accrued Contingency Liabilities [Roll Forward] | |||
Balance, beginning of the period | $ 17,435 | $ 17,883 | $ 18,167 |
Increases/additions | 84 | 19 | 0 |
Reductions/settlements | (17,096) | (467) | (284) |
Balance, end of the period | $ 423 | $ 17,435 | $ 17,883 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Contingent Consideration Liability (Details) - Level 3 - Fair Value, Recurring $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Contingent Liabilities [Roll Forward] | |
Balance, beginning of the period | $ 17,435 |
Balance, end of the period | 423 |
Contingent Consideration | |
Contingent Liabilities [Roll Forward] | |
Balance, beginning of the period | 0 |
Additions | 1,686 |
Increase in fair value | 253 |
Reductions/settlements | 0 |
Balance, end of the period | $ 1,939 |
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Basic Earnings (Loss) per Share: | |||
Net income (loss) | $ (5,229) | $ 15,836 | $ (291,306) |
Gain on debt extinguishment recorded as a capital contribution | 0 | 0 | 1,897 |
Net income (loss) attributable to common stockholders - basic | $ (5,229) | $ 15,836 | $ (289,409) |
Weighted average number of shares outstanding (in shares) | 120,593,501 | 98,095,081 | 72,404,020 |
Basic earnings (loss) per common share | $ (0.04) | $ 0.16 | $ (4) |
Diluted Earnings (Loss) per Share: | |||
Net income (loss) | $ (5,229) | $ 15,836 | $ (291,306) |
Gain on debt extinguishment recorded as a capital contribution | 0 | 0 | 1,897 |
Net income (loss) attributable to common stockholders - diluted | $ (5,229) | $ 15,836 | $ (289,409) |
Weighted average number of shares outstanding (in shares) | 120,593,501 | 98,095,081 | 72,404,020 |
Effect of dilutive securities: | |||
Weighted average diluted shares (in shares) | 120,593,501 | 108,175,022 | 72,404,020 |
Diluted earnings (loss) per common share | $ (0.04) | $ 0.15 | $ (4) |
Stock options | |||
Effect of dilutive securities: | |||
Dilutive securities | 0 | 5,875,950 | 0 |
Restricted stock units | |||
Effect of dilutive securities: | |||
Dilutive securities | 0 | 4,203,991 | 0 |
Warrants | |||
Effect of dilutive securities: | |||
Dilutive securities | 0 | 0 | 0 |
Earnings (Loss) Per Share Att_4
Earnings (Loss) Per Share Attributable to Common Stockholders - Narrative (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Number of shares issuable on conversion of convertible securities | 5,690,129 | 3,957,164 | 4,886,625 |
Earnings (Loss) Per Share Att_5
Earnings (Loss) Per Share Attributable to Common Stockholders - Schedule of Securities Outstanding Excluded From Fully Diluted Calculations (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock options | |||
Stock options, restricted stock units, and warrants | 9,656,928 | 63,295 | 445,721 |
Restricted stock units | |||
Stock options, restricted stock units, and warrants | 11,774,071 | 267,974 | 3,182,639 |
Warrants | |||
Stock options, restricted stock units, and warrants | 574,704 | 399,726 | 399,726 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) $ in Thousands | 7 Months Ended | 12 Months Ended | |
Jul. 31, 2020USD ($) | Dec. 31, 2021USD ($)restaurant | Dec. 31, 2020USD ($) | |
Related Party Transaction [Line Items] | |||
Number of restaurants (over) | restaurant | 26,000 | ||
Restaurants | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 700 | $ 1,500 | |
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% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Mar. 09, 2022 | Jan. 07, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | |||||
Net proceeds from issuance of stock | $ 30,895 | $ 47,574 | $ 45,823 | ||
Common Stock | |||||
Subsequent Event [Line Items] | |||||
Total shares sold | 26,002,606 | 23,698,720 | 6,757,000 | ||
Net proceeds from issuance of stock | $ 31,398 | ||||
Common Stock | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Total shares sold | 7,907,933 | ||||
Net proceeds from issuance of stock | $ 5,691 | ||||
Common Stock | Subsequent Event | ATM Program | |||||
Subsequent Event [Line Items] | |||||
Unsold common stock shares | $ 42,911 |