Waitr (ASAPQ) 10-Q 9 May 22 2022 Q1 Quarterly report Financial data

COVER

COVER - shares	3 Months Ended
	Mar. 31, 2022	May 04, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
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
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		158,435,522
Entity Central Index Key	0001653247
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Amendment Flag	false
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash	$ 54,877	$ 60,111
Accounts receivable, net	3,875	3,027
Capitalized contract costs, current	1,285	1,170
Prepaid expenses and other current assets	5,293	8,706
TOTAL CURRENT ASSETS	65,330	73,014
Property and equipment, net	3,137	3,763
Capitalized contract costs, noncurrent	3,346	3,183
Goodwill	63,434	130,624
Intangible assets, net	43,000	43,126
Operating lease right-of-use assets	3,901	4,327
Other noncurrent assets	999	1,070
TOTAL ASSETS	183,147	259,107
CURRENT LIABILITIES
Accounts payable	5,985	7,018
Restaurant food liability	2,591	3,327
Accrued payroll	1,446	2,988
Short-term loans for insurance financing	1,293	3,142
Income tax payable	90	74
Operating lease liabilities	1,420	1,581
Other current liabilities	20,055	19,309
TOTAL CURRENT LIABILITIES	32,880	37,439
Long term debt - related party	82,284	81,977
Accrued medical contingency	0	53
Operating lease liabilities, net of current portion	2,745	3,034
Other noncurrent liabilities	59	2,115
TOTAL LIABILITIES	117,968	124,618
Commitments and contingent liabilities
STOCKHOLDERS’ EQUITY:
Common stock, $0.0001 par value; 249,000,000 shares authorized and 155,705,647 and 146,094,300 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	15	15
Additional paid in capital	511,515	503,609
Accumulated deficit	(446,351)	(369,135)
TOTAL STOCKHOLDERS’ EQUITY	65,179	134,489
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 183,147	$ 259,107

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	249,000,000	249,000,000
Common stock, issued (in shares)	155,705,647	146,094,300
Common stock, outstanding (in shares)	155,705,647	146,094,300

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
REVENUE	$ 35,040	$ 50,930
COSTS AND EXPENSES:
Operations and support	20,279	30,338
Sales and marketing	6,253	4,016
Research and development	1,311	999
General and administrative	11,545	10,186
Depreciation and amortization	3,065	2,917
Goodwill impairment	67,190	0
Gain on disposal of assets	(17)	(3)
TOTAL COSTS AND EXPENSES	109,626	48,453
(LOSS) INCOME FROM OPERATIONS	(74,586)	2,477
OTHER EXPENSES AND LOSSES, NET
Interest expense	1,704	1,901
Other expense	910	4,264
NET LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(77,200)	(3,688)
Income tax expense	16	24
NET LOSS FROM CONTINUING OPERATIONS	$ (77,216)	$ (3,712)
LOSS PER SHARE:
Basic (in dollars per share)	$ (0.50)	$ (0.03)
Diluted (in dollars per share)	$ (0.50)	$ (0.03)
Weighted average shares used to compute net loss per share:
Weighted average common shares outstanding – basic	153,629,968	112,334,094
Weighted average common shares outstanding – diluted	153,629,968	112,334,094

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net loss	$ (77,216)	$ (3,712)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Non-cash interest expense	310	772
Stock-based compensation	1,671	2,078
Gain on disposal of assets	(17)	(3)
Depreciation and amortization	3,065	2,917
Goodwill impairment	67,190	0
Amortization of capitalized contract costs	302	194
Change in fair value of contingent consideration liability	81	0
Other	(24)	(66)
Changes in assets and liabilities:
Accounts receivable	(848)	(1,624)
Capitalized contract costs	(580)	(655)
Prepaid expenses and other current assets	3,413	1,899
Other noncurrent assets	93	27
Accounts payable	(1,033)	20
Restaurant food liability	(736)	1,589
Income tax payable	16	24
Accrued payroll	(1,542)	1,479
Accrued medical contingency	(53)	(143)
Other current liabilities	(940)	8,051
Other noncurrent liabilities	(387)	(38)
Net cash (used in) provided by operating activities	(7,235)	12,809
Cash flows from investing activities:
Purchases of property and equipment	(26)	(165)
Internally developed software	(2,347)	(1,722)
Purchase of domain names	(12)	0
Acquisitions, net of cash acquired	0	(10,927)
Proceeds from sale of property and equipment	0	9
Net cash used in investing activities	(2,385)	(12,805)
Cash flows from financing activities:
Proceeds from issuance of stock	6,235	0
Payments on long-term loan	0	(14,472)
Payments on short-term loans for insurance financing	(1,849)	(1,583)
Payments on acquisition loans	0	(66)
Proceeds from exercise of stock options	0	6
Taxes paid related to net settlement on stock-based compensation	0	(732)
Net cash provided by (used in) financing activities	4,386	(16,847)
Net change in cash	(5,234)	(16,843)
Cash, beginning of period	60,111	84,706
Cash, end of period	54,877	67,863
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	1,394	1,129
Supplemental disclosures of non-cash investing and financing activities:
Stock issued as consideration in acquisition	0	11,500
Noncash impact of operating lease assets upon adoption	0	5,387
Noncash impact of operating lease liabilities upon adoption	$ 0	$ 5,792

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Total	Common stock	Additional paid in capital	Accumulated deficit
Balance (Shares) at Dec. 31, 2020		111,259,037
Balances at Dec. 31, 2020	$ 88,096	$ 11	$ 451,991	$ (363,906)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(3,712)			(3,712)
Exercise of stock options and vesting of restricted stock units	6		6
Exercise of stock options and vesting of restricted stock units (in shares)		537,436
Taxes paid related to net settlement on stock-based compensation	(732)		(732)
Stock-based compensation	2,078		2,078
Equity issued for asset acquisitions	11,500		11,500
Equity issued for acquisitions (in shares)		3,590,667
Balances at Mar. 31, 2021	97,236	$ 11	464,843	(367,618)
Balance (Shares) at Mar. 31, 2021		115,387,140
Balance (Shares) at Dec. 31, 2021		146,094,300
Balances at Dec. 31, 2021	134,489	$ 15	503,609	(369,135)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(77,216)			(77,216)
Exercise of stock options and vesting of restricted stock units	0
Exercise of stock options and vesting of restricted stock units (in shares)		152,692
Stock-based compensation	1,671		1,671
Issuance of common stock, net	6,235		6,235
Issuance of common stock, net (in shares)		9,458,655
Balances at Mar. 31, 2022	$ 65,179	$ 15	$ 511,515	$ (446,351)
Balance (Shares) at Mar. 31, 2022		155,705,647

Organization

Organization	3 Months Ended
	Mar. 31, 2022
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	3 Months Ended
	Mar. 31, 2022
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 unaudited interim condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) as they apply to interim financial information. Accordingly, the interim condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete annual financial statements, although the Company believes that the disclosures made are adequate to make information not misleading. References to the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) included hereafter refer to the ASC and ASUs established by the Financial Accounting Standards Board (the “FASB”) as the source of authoritative GAAP. The unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, together with management’s discussion and analysis of financial condition and results of operations, contained in our Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”). The interim condensed consolidated financial statements are unaudited, but in the Company’s opinion, include all adjustments that are necessary for a fair presentation of the results for the periods presented. The interim results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year. Reclassifications Certain amounts from prior periods have been reclassified to conform to the current period presentation. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and all wholly owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates and judgments relied upon in preparing these condensed consolidated financial statements affect the following items: • incurred loss estimates under our insurance policies with large deductibles or retention levels; • loss exposure related to claims; • 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. Significant Accounting Policies See “ Recent Accounting Pronouncements ” below for a description of accounting principle changes adopted during the three months ended March 31, 2022. There have been no material changes to our significant accounting policies described in the 2021 Form 10-K. 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 unaudited condensed consolidated financial statements. Recently Adopted 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 was effective for and adopted by the Company on January 1, 2022. The adoption of ASU 2020-06 did not have a material impact on the Company’s disclosures or consolidated financial statements. Pending Accounting Standards In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which creates an exception to the general recognition and measurement principle in ASC 805 by requiring companies to apply ASC 606 to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. The guidance additionally clarifies that companies should apply the definition of a performance obligation in ASC 606 when recognizing contract liabilities assumed in a business combination. ASU 2021-08 is effective for the Company on January 1, 2023. The Company is currently evaluating the impacts of the provisions of ASU 2021-08 on its consolidated financial statements and related disclosures.

Revenue

Revenue	3 Months Ended
	Mar. 31, 2022
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): Three Months Ended March 31, 2022 2021 Delivery transaction fees $ 31,576 $ 50,476 Payment processing referral fees 2,510 — Setup and integration fees — 7 Other 954 447 Total Revenue $ 35,040 $ 50,930 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. 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 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, Net 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 $2,997 and $2,968 as of March 31, 2022 and December 31, 2021, respectively, out of which $866 and $818, respectively, was classified as current. Amortization of expense for the costs to obtain a contract were $208 and $149 for the three months ended March 31, 2022 and 2021, 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	3 Months Ended
	Mar. 31, 2022
Business Combination and Asset Acquisition [Abstract]
Business Combinations	Business Combinations 2021 Acquisitions 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”) (the “Cape Payment Acquisition”). The Cape Payment Companies facilitate merchant access to third-party payment processing solution providers and receive residual payments from the payment providers. The purchase price for the Cape Payment Companies consisted of $12,032 in cash and an aggregate of 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). The Cape Payment Acquisition included 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 March 31, 2022 and December 31, 2021, the earnout provision was valued at $2,020 and $1,939, respectively (see Note 13 - Fair Value Measurements ). The Cape Payment Acquisition was considered a business combination in accordance with ASC 805, and was accounted for using the acquisition method. The results of operations of the Cape Payment Companies are included in our condensed consolidated financial statements beginning on the acquisition date, August 25, 2021, and were immaterial. Pro forma results were deemed 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 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 Delivery Dudes Acquisition was considered a business combination in accordance with ASC 805, and was accounted for using the acquisition method. The results of operations of Delivery Dudes are included in our unaudited condensed consolidated financial statements beginning on the acquisition date, March 11, 2021. Revenue and net income of Delivery Dudes included in the unaudited condensed consolidated statement of operations in the three months ended March 31, 2022 totaled approximately $3,246 and $254, respectively. During the second and third quarters of 2021, the Company 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 results of operations of the acquired franchisees are included in our condensed consolidated financial statements beginning on their acquisition dates and were immaterial. Pro forma results were deemed immaterial to the Company. 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. During the three months ended March 31, 2021, the Company incurred direct and incremental costs of $606 related to the Delivery Dudes Acquisition. Pro-Forma Financial Information (Unaudited) The supplemental condensed consolidated results of the Company on an unaudited pro forma basis as if the Delivery Dudes Acquisition had been consummated on January 1, 2021 are included in the table below (in thousands). Three Months Ended March 31, 2021 Net revenue $ 53,406 Net income $ 652 These pro forma results were based on estimates and assumptions, which the Company believes are reasonable. They are not the results that would have been realized had the Company been a consolidated company during the period 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 period presented.

Accounts Receivable, Net

Accounts Receivable, Net	3 Months Ended
	Mar. 31, 2022
Receivables [Abstract]
Accounts Receivable, Net	Accounts Receivable, Net Accounts receivable consist of the following (in thousands): March 31, December 31, Credit card receivables $ 2,204 $ 1,354 Residual commissions receivable 1,388 1,342 Receivables from restaurants and customers 593 660 Accounts receivable $ 4,185 $ 3,356 Less: allowance for doubtful accounts and chargebacks (310) (329) Accounts receivable, net $ 3,875 $ 3,027

Intangibles Assets and Goodwill

Intangibles Assets and Goodwill	3 Months Ended
	Mar. 31, 2022
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 are 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 March 31, 2022 Gross Carrying Accumulated Amortization Accumulated Impairment Intangible Assets, Net Intangible assets subject to amortization: Software $ 38,033 $ (10,848) $ (11,779) $ 15,406 Trademarks/Trade name/Patents 6,549 (5,756) — 793 Customer Relationships 96,510 (15,354) (57,378) 23,778 Total intangible assets subject to amortization 141,092 (31,958) (69,157) 39,977 Trademarks, not subject to amortization 3,023 — — 3,023 Total $ 144,115 $ (31,958) $ (69,157) $ 43,000 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 During the three months ended March 31, 2022, the Company capitalized approximately $2,347 of software costs related to the development of the Platforms. The Company recorded amortization expense of $2,485 and $1,832 for the three months ended March 31, 2022 and 2021, respectively. Estimated future amortization expense of intangible assets subject to amortization as of March 31, 2022 is as follows (in thousands): Amortization The remainder of 2022 $ 8,184 2023 10,772 2024 8,712 2025 5,169 2026 3,448 Thereafter 3,692 Total future amortization $ 39,977 Goodwill The change in the Company’s goodwill balance is as follows for the three months ended March 31, 2022 and the year ended December 31, 2021 (in thousands): March 31, December 31, Balance, beginning of period $ 130,624 $ 106,734 Acquisitions during the period — 23,890 Impairments during the period (67,190) — Balance, end of period $ 63,434 $ 130,624 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 The Company conducts its goodwill and intangible asset impairment test annually in October, or more frequently if indicators of impairment exist. For purposes of testing for goodwill impairment, the Company has one reporting unit. As a result of a significant decline in the Company’s share price and market capitalization in mid-March 2022, as well as other macroeconomic and industry related conditions during the first quarter of 2022, the Company conducted its impairment test as of the valuation date of March 15, 2022. The impairment test was conducted in accordance with FASB ASC Topic 360, Impairment and Disposal of Long-Lived Assets (“ASC 360”) for certain long-lived assets, including capitalized contract costs, developed technology, customer relationships, and trade names, and in accordance with FASB ASC Topic 350, Intangibles – Goodwill and Other (“ASC 350”) 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. ASC 360 requires long-lived assets to be tested for impairment using a three-step impairment test. Step 1 of the test is giving consideration to whether indicators of impairment of long-lived assets are present. Given the significant decline in the Company’s market capitalization and other macroeconomic factors, indications were that an impairment may exist and the Company proceeded to Step 2 to determine whether an impairment loss should be recognized. As a part of Step 2, the Company performed a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to the long-lived assets in question to their carrying amounts. Given that the undiscounted cash flows for the long-lived assets were above the carrying amounts, the Company determined that the long-lived asset group is recoverable, and no impairment exists as of March 15, 2022. Customer relationships, the Company’s primary long-lived asset, was tested for impairment under the guidance in ASC 360. The customer relationships intangible asset was valued using the Income Approach, specifically, the multi-period excess earnings method, which measures the after-tax cash flows attributable to the existing customer relationships after deducting the operating costs and contributory asset charges associated with supporting the existing customer relationships. The customer relationships analysis represents a Level 3 measurement as it was based on unobservable inputs reflecting the Company’s assumptions used in developing a fair value estimate. These inputs required significant judgments and estimates at the time of the valuation. ASC 350 requires goodwill and other indefinite lived assets to be tested for impairment at the reporting unit level. For ASC 350 testing purposes, the Company compared the fair value of the reporting unit with its carrying amount. The fair value of the reporting unit was estimated giving consideration to the Income Approach, including the discounted cash flow method, and the Market Approach, including the similar transactions method and guideline public company method. Significant inputs and assumptions in the ASC 350 analysis included forecasts (e.g., revenue, operating costs, capital expenditures, etc.), discount rate, long-term growth rate, tax rates, etc. for the reporting unit under the Income Approach and market-based enterprise value to revenue multiples under the Market Approach. As a result of the ASC 350 analysis, the Company recognized a non-cash pre-tax impairment loss of $67,190 during the three months ended March 31, 2022 to write down the carrying value of goodwill to its implied fair value. The non-cash impairment loss is included in the unaudited condensed consolidated statement of operations under the caption “goodwill impairment” during the three months ended March 31, 2022. Determining the fair value of a reporting unit and intangible assets requires the use of estimates and significant judgments that are based on a number of factors including actual operating results. It is reasonably possible that the judgments and estimates described above could change in future periods. There can be no assurance that additional goodwill or intangible assets will not be impaired in future periods.

Other Current Liabilities

Other Current Liabilities	3 Months Ended
	Mar. 31, 2022
Other Liabilities Disclosure [Abstract]
Other Current Liabilities	Other Current Liabilities Other current liabilities consist of the following (in thousands): March 31, December 31, Accrued insurance expenses $ 4,082 $ 3,932 Accrued estimated workers' compensation expenses 524 644 Accrued medical contingency 370 370 Accrued legal contingency 1,250 1,250 Accrued sales tax payable 119 175 Accrued cash incentives 51 3,130 Other accrued expenses 5,713 3,685 Contingent consideration liability 2,020 — Unclaimed property 2,542 2,372 Other current liabilities 3,384 3,751 Total other current liabilities $ 20,055 $ 19,309

Debt

Debt	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Debt	Debt The Company’s outstanding debt obligations are as follows (in thousands): Coupon Rate Effective Maturity March 31, December 31, Term Loan 5.125% - 7.125% 10.62% November 2023 $ 35,007 $ 35,007 Notes 4.0% - 6.0% 6.49% November 2023 49,504 49,504 $ 84,511 $ 84,511 Less: unamortized debt issuance costs on Term Loan (1,847) (2,099) Less: unamortized debt issuance costs on Notes (380) (435) Long term debt - related party $ 82,284 $ 81,977 Short-term loans for insurance financing 3.49% - 3.99% n/a August 2022 - October 2022 1,293 3,142 Total outstanding debt $ 83,577 $ 85,119 Interest expense related to the Company’s outstanding debt totaled $1,704 and $1,901 for the three months ended March 31, 2022 and 2021, respectively. Interest expense includes interest on outstanding borrowings and amortization of debt issuance costs and debt discount. See Note 15 – Related Party Transactions for additional information regarding the Company’s related party long-term debt. 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 provides 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 exercisable for 579,365 shares of the Company’s common stock at March 31, 2022 (see Note 12 – 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 March 31, 2022 and December 31, 2021 totaled $49,124 and $49,069, 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 for the three months ended March 31, 2022 and 2021 (in thousands): Three Months Ended March 31, 2022 2021 Contractual interest expense $ 743 $ 495 Amortization of debt discount 54 290 $ 797 $ 785 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 $8.63 per share at March 31, 2022. 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 The Company has outstanding short-term loans as of March 31, 2022 for the purpose of financing portions of its annual insurance premium obligations. The loans are payable in monthly installments until maturity.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2022
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 Company recorded income tax expense of $16 and $24 for the three months ended March 31, 2022 and 2021, respectively. The Company’s income tax expense is entirely related to state taxes in various jurisdictions. The Company recorded a full valuation allowance against net deferred tax assets as of March 31, 2022 and December 31, 2021 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 first quarter of 2022, 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. During 2020, the Company was permitted to defer payment of the employer portion of certain payroll taxes under the Coronavirus Aid, Relief and Economic Security (CARES) Act. The Company did not defer any payroll taxes after December 31, 2020. As of March 31, 2022, the Company has $667 of employer payroll tax deferrals outstanding, all of which will be paid in 2022. This amount is reflected in other current liabilities in the accompanying unaudited condensed consolidated balance sheet.

Commitments and Contingent Liab

Commitments and Contingent Liabilities	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingent Liabilities	Commitments and Contingent Liabilities 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 March 31, 2022 and December 31, 2021, $4,446 and $4,305, respectively, in outstanding workers’ compensation and auto policy reserves are included in the unaudited condensed 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. 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 eight 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. The plaintiffs assert claims for breach of contract and 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 and final written agreement between the parties regarding the pricing mechanism, the 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 three months ended December 31, 2021. The accrued legal contingency is included in other current liabilities in the unaudited condensed consolidated balance sheet at March 31, 2022. 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. In addition to the lawsuits described above, Waitr is involved in other litigation arising from the normal course of business activities, including, without limitation, vehicle accidents involving employees and independent contractor drivers resulting in claims alleging personal injuries and medical expenses, labor and employment claims, allegations of intellectual property infringement, and workers’ compensation benefit claims as a result of alleged conduct involving its employees, independent contractor drivers, and third-party negligence. Although Waitr believes that it maintains insurance with standard deductibles that generally covers liability for potential damages in many of these matters where coverage is available on acceptable terms (it is not maintained for claims involving intellectual property), insurance coverage is not guaranteed, there are limits to insurance coverage and in certain instances claims are met with denial of coverage positions by the carriers; accordingly, we could suffer material losses as a result of these claims, the denial of coverage for such claims, or damages awarded for any such claim that exceeds coverage. Litigation is unpredictable and we may determine in the future that certain existing claims have greater exposure or liability than previously understood.

Stock-Based Awards and Cash-Bas

Stock-Based Awards and Cash-Based Awards	3 Months Ended
	Mar. 31, 2022
Share-based Payment Arrangement [Abstract]
Stock-Based Awards and Cash-Based Awards	Stock-Based Awards and Cash-Based AwardsIn 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 March 31, 2022, there were 9,664,120 shares of common stock available for future grants pursuant to the 2018 Incentive Plan. The Company also has outstanding equity awards under the 2014 Stock Plan (as amended in 2017, the “Amended 2014 Plan”). Total compensation expense related to awards under the Company’s incentive plans was $1,671 and $2,078 for the three months ended March 31, 2022 and 2021, 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. Such options were subsequently forfeited during the three months ended September 30, 2021. There were no grants of stock options during the three months ended March 31, 2022. The Company determines the fair value of stock option grants on grant date using an option-pricing model with various assumptions regarding risk-free rate, volatility and expected term. The Company recognized compensation expense for stock options of $13 and $334 for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, all outstanding stock options were fully vested and there was no remaining unrecognized compensation cost related to stock options. The stock option activity under the Company’s incentive plans during the three months ended March 31, 2022 and 2021 is as follows: Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Number of Weighted Weighted Number of Weighted Weighted Balance, beginning of period 9,656,928 $ 0.39 $ 0.28 9,753,257 $ 0.43 $ 0.33 Granted — — — 500,000 2.78 2.19 Exercised — — — (6,779) 0.88 4.73 Forfeited (12,014) 1.95 3.74 (13,995) 4.58 4.38 Expired — — — (6,536) 4.83 3.26 Balance, end of period 9,644,914 $ 0.39 $ 0.28 10,225,947 $ 0.54 $ 0.41 Outstanding stock options, which were fully vested and expected to vest and exercisable are as follows as of March 31, 2022 and December 31, 2021: As of March 31, 2022 As of December 31, 2021 Options Fully Options Options Fully Options Number of Options 9,644,914 9,644,914 9,656,928 4,870,026 Weighted-average remaining contractual term (years) 2.78 2.78 3.03 3.06 Weighted-average exercise price $ 0.39 $ 0.39 $ 0.39 $ 0.40 Aggregate Intrinsic Value (in thousands) $ — $ — $ 3,543 $ 1,773 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the fair value of the common stock and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options on each date. This amount will change in future periods based on the fair value of the Company’s stock and the number of options outstanding. The aggregate intrinsic value of awards exercised was $15 during the three months ended March 31, 2021. Upon exercise, the Company issued new common stock. There were no exercises of stock options during the three months ended March 31, 2022. 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 March 31, 2022, there were 3,134,325 performance-based RSUs outstanding under the Company’s 2018 Incentive Plan. Such RSUs were granted to the Company’s chief executive officer, Carl Grimstad, 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 three months ended March 31, 2022, 3,630,000 RSUs with time-based vesting were granted pursuant to the 2018 Incentive Plan (with an aggregate grant fair value of value of $2,006). The RSUs generally vest over three years in accordance with the terms specified in the applicable award agreements, all of which accelerate and vest upon a change of control. The Company recognized compensation expense for restricted stock of $1,658 and $1,744 during the three months ended March 31, 2022 and 2021, respectively. Unrecognized compensation cost related to unvested time-based RSUs as of March 31, 2022 totaled $14,707, with a weighted average remaining vesting period of approximately 2.5 years. The total fair value of restricted shares that vested during the three months ended March 31, 2022 and 2021 was $68 and $2,247, respectively. The activity for restricted stock with time-based vesting under the Company’s incentive plans is as follows for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Number of Weighted Weighted Number of Weighted Weighted Nonvested, beginning of period 8,614,746 $ 2.15 2.5 4,558,603 $ 2.23 1.71 Granted 3,630,000 0.55 195,000 3.66 Shares vested (152,692) 2.47 (749,870) 0.97 Forfeitures (286,168) 1.92 (126,084) 1.05 Nonvested, end of period 11,805,886 $ 1.66 2.5 3,877,649 $ 2.58 1.77 Cash-Based Awards Performance Bonus Agreement On April 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	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
Stockholders' Equity	Stockholders’ Equity Common Stock At March 31, 2022 and December 31, 2021, there were 249,000,000 shares of common stock authorized and 155,705,647 and 146,094,300 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 March 31, 2022 or December 31, 2021. The Company’s common stockholders are entitled to one vote per share. At-the-Market Offering In November 2021, the Company entered into a third amended and restated open market sale agreement with respect to an at-the-market offering program (the “ATM Program”) under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock having an aggregate offering price of up to $50,000, through Jefferies LLC (“Jefferies”) as its sales agent. The issuance and sale of shares by the Company under the agreement was made pursuant to the Company’s effective registration statement on Form S-3 which was filed on April 4, 2019. Details of sales through March 31, 2022 pursuant to the ATM Program are included in the table below. As of March 31, 2022, approximately $42,289 remained unsold under the ATM Program. See Note 16 - Subsequent Events for details regarding sales pursuant to the ATM Program in April 2022. November 2021 ATM Program Sales during December 2021 Sales during the three months ended March 31, 2022 Total Maximum aggregate offering price (in thousands) $ 50,000 Total shares sold 1,679,631 9,458,655 11,138,286 Average sales price per share $ 0.83 $ 0.67 $ 0.69 Gross proceeds (in thousands) $ 1,398 $ 6,313 $ 7,711 Net proceeds (in thousands) $ 1,359 $ 6,235 $ 7,594 Preferred Stock At March 31, 2022 and December 31, 2021, 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 March 31, 2022 or December 31, 2021. Notes The Company has outstanding Notes which are convertible into shares of the Company’s common stock at a rate of $8.63 per share. See Note 8 – Debt for additional information regarding the Notes. Warrants

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements Medical Contingency At December 31, 2021, the Company had an outstanding medical contingency claim which was measured at fair value on a recurring basis. The estimated loss exposure for the medical contingency claim reflected the liability for unpaid medical expenses and dependent death benefits, totaling $423 as of December 31, 2021. The analysis used in the measurement of the reserve for the medical contingency reflected the Company’s assumptions regarding unpaid medical expenses and estimated death benefits used in developing the fair value estimate and was a Level 3 measurement. These inputs required significant judgments and estimates at the time of the valuation. At March 31, 2022, management no longer deemed the medical contingency claim a liability requiring fair value measurement estimation as the remaining liability at such time consisted entirely of discrete costs related to certain unpaid medical expenses. Accordingly, during the three months ended March 31, 2022, the medical contingency claim was transferred out the Level 3 fair value hierarchy. Contingent Consideration 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. 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 ). 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 measurement was 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 March 31, 2022 and December 31, 2021 (in thousands): As of March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 2,020 $ 2,020 Total liabilities measured and recorded at fair value $ — $ — $ 2,020 $ 2,020 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 The Company had no assets required to be measured at fair value on a recurring basis at March 31, 2022 or December 31, 2021. Adjustments to the fair value of the accrued medical contingency are recognized in other expense (income) on the condensed consolidated statement of operations. The following table presents a reconciliation of the accrued medical contingency liability classified as a Level 3 financial instrument for the periods indicated (in thousands): Medical Contingency Three Months Ended March 31, 2022 2021 Balance, beginning of the period $ 423 $ 17,435 Increases/additions — 43 Reductions/settlements (53) (178) Transfers out of Level 3 (370) — Balance, end of the period $ — $ 17,300 Adjustments to the fair value of the contingent consideration liability at the end of each reporting period are recognized in income (loss) from operations in the condensed consolidated statement of operations. The following table presents a reconciliation of the contingent consideration liability classified as a Level 3 financial instrument for the three months ended March 31, 2022 (in thousands): Contingent Consideration Balance, beginning of the period $ 1,939 Additions — Increase in fair value 81 Reductions/settlements — Balance, end of the period $ 2,020 In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record certain assets and liabilities at fair value on a non-recurring basis. The Company generally applies fair value concepts in recording assets and liabilities acquired in business combinations and asset acquisitions (see Note 4 – Business Combinations ). Fair value concepts are also generally applied in estimating the fair value of long-lived assets and a reporting unit in connection with impairment analyses. See Note 6 – Intangible Assets and Goodwill , for further discussion of the fair value of long-lived assets and the reporting unit associated with impairment testing conducted at March 15, 2022.

Loss Per Share Attributable to

Loss Per Share Attributable to Common Stockholders	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
Loss Per Share Attributable to Common Stockholders	Loss Per Share Attributable to Common Stockholders The calculation of basic and diluted loss per share attributable to common stockholders for the three months ended March 31, 2022 and 2021 is as follows (in thousands, except share and per share data): Three Months Ended March 31, 2022 2021 Basic and diluted loss per share: Net loss attributable to common stockholders - basic and diluted $ (77,216) $ (3,712) Weighted average number of shares outstanding 153,629,968 112,334,094 Basic and diluted loss per common share $ (0.50) $ (0.03) The Company has outstanding Notes which are convertible into shares of the Company’s common stock. See Note 8 – Debt for additional details on the Notes. Based on the conversion price in effect at the end of the respective periods, the Notes were convertible into 5,736,283 and 4,737,237 shares, respectively, of the Company’s common stock at March 31, 2022 and 2021. Such shares were excluded from the fully diluted calculations because the effect on net loss per common share would have been anti-dilutive. 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 loss per common share would have been antidilutive: Three Months Ended March 31, 2022 2021 Antidilutive shares underlying stock-based awards: Stock options 9,644,914 10,225,947 Restricted stock units 14,940,211 7,036,974 Warrants (1) 579,365 478,458 (1) Includes the Debt Warrants as of March 31, 2022 and 2021. See Note 12 – Stockholders’ Equity

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2022
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, 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. On May 9, 2022, the Company entered into an amendment to the Credit Agreement and an amendment to the Convertible Notes Agreement (see Note 16 - Subsequent Events ). Other Transactions with Related Parties As of March 31, 2022, we had over 26,000 restaurants on our Platforms, some of which are affiliated with one current and one prior member of our board (“Board”). We estimate that we generated total revenue, inclusive of diner fees, of approximately $102 and $263 during the three months ended March 31, 2022 and 2021, respectively, from such restaurants that are affiliated with those current and prior members of our Board. Such restaurants enter into customary master service agreements with the Company, which are generally consistent with the other national partner agreements.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events ATM Program From April 1, 2022 through April 12, 2022, we sold 2,616,335 shares of common stock under the ATM Program for gross proceeds of $898. Cash-Based and Stock-Based Awards On April 11, 2022, the Company entered into a Restricted Stock Unit Award Agreement (“RSU Agreement”) with Mr. Grimstad pursuant to which 4,000,000 RSUs were granted to Mr. Grimstad, subject to the terms and conditions of the RSU Agreement and the 2018 Incentive Plan, with an aggregate grant date fair value of $1,228 (the “Grimstad 2022 RSU Grant”). The Grimstad 2022 RSU Grant will vest in three equal installments on the first, second and third anniversaries of April 11, 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 the termination of Mr. Grimstad’s employment agreement by Mr. Grimstad for good reason or by the Company for other than misconduct. Additionally, on April 11, 2022, the Company determined to pay Mr. Grimstad a discretionary cash bonus of $1,000. On April 11, 2022, a total of 480,000 RSUs were granted to certain executive officers, with an aggregate grant date fair value of $147. The RSUs will vest in three equal installments on the first, second and third anniversaries of the grant date, subject to the executive officer’s continued employment through the applicable vesting date, and will vest in full upon a change of control, subject to the executive officer’s continued employment through the closing of such change of control. Additionally, on April 11, 2022, the Company determined to pay discretionary cash bonuses totaling $550 to certain executive officers of the Company. Amended Loan Agreements On May 9, 2022, Waitr Inc., Waitr Intermediate Holdings, LLC, the lenders party thereto and Luxor Capital entered into an amendment to the Credit Agreement and the Company, the lenders party thereto and Luxor Capital entered into an amendment to the Convertible Notes Agreement (collectively, the “Amended Debt Agreements”). Pursuant to the Amended Debt Agreements, the Company will make a $20,000 prepayment on the Term Loan, reducing the outstanding amount of the Term Loan from $35,007 to $15,007. Additionally, the Amended Debt Agreements (i) provide that going forward on a quarterly basis, 50% of the proceeds of any future at-the-market public common stock issuances will be applied to the prepayment of the Term Loan under the Credit Agreement and (ii) include a six

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The unaudited interim condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) as they apply to interim financial information. Accordingly, the interim condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete annual financial statements, although the Company believes that the disclosures made are adequate to make information not misleading. References to the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) included hereafter refer to the ASC and ASUs established by the Financial Accounting Standards Board (the “FASB”) as the source of authoritative GAAP. The unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, together with management’s discussion and analysis of financial condition and results of operations, contained in our Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”). The interim condensed consolidated financial statements are unaudited, but in the Company’s opinion, include all adjustments that are necessary for a fair presentation of the results for the periods presented. The interim results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year.
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 unaudited condensed consolidated financial statements include the accounts of the Company and all wholly owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation.
Use of Estimates	Use of Estimates The preparation of the unaudited condensed consolidated financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates and judgments relied upon in preparing these condensed consolidated financial statements affect the following items: • incurred loss estimates under our insurance policies with large deductibles or retention levels; • loss exposure related to claims; • 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.
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 unaudited condensed consolidated financial statements. Recently Adopted 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 was effective for and adopted by the Company on January 1, 2022. The adoption of ASU 2020-06 did not have a material impact on the Company’s disclosures or consolidated financial statements. Pending Accounting Standards In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which creates an exception to the general recognition and measurement principle in ASC 805 by requiring companies to apply ASC 606 to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. The guidance additionally clarifies that companies should apply the definition of a performance obligation in ASC 606 when recognizing contract liabilities assumed in a business combination. ASU 2021-08 is effective for the Company on January 1, 2023. The Company is currently evaluating the impacts of the provisions of ASU 2021-08 on its consolidated financial statements and related disclosures.
Revenue	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. 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. 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.
Business Combinations	The Cape Payment Acquisition was considered a business combination in accordance with ASC 805, and was accounted for using the acquisition method.The Delivery Dudes Acquisition was considered a business combination in accordance with ASC 805, and was accounted for using the acquisition method. The results of operations of Delivery Dudes are included in our unaudited condensed consolidated financial statements beginning on the acquisition date, March 11, 2021. Revenue and net income of Delivery Dudes included in the unaudited condensed consolidated statement of operations in the three months ended March 31, 2022 totaled approximately $3,246 and $254, respectively.

Revenue (Tables)

Revenue (Tables)	3 Months Ended
	Mar. 31, 2022
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): Three Months Ended March 31, 2022 2021 Delivery transaction fees $ 31,576 $ 50,476 Payment processing referral fees 2,510 — Setup and integration fees — 7 Other 954 447 Total Revenue $ 35,040 $ 50,930

Business Combinations (Tables)

Business Combinations (Tables)	3 Months Ended
	Mar. 31, 2022
Business Combination and Asset Acquisition [Abstract]
Summary of Supplemental Condensed Consolidated Results of Company on an Unaudited Pro Forma Basis	The supplemental condensed consolidated results of the Company on an unaudited pro forma basis as if the Delivery Dudes Acquisition had been consummated on January 1, 2021 are included in the table below (in thousands). Three Months Ended March 31, 2021 Net revenue $ 53,406 Net income $ 652

Accounts Receivable, Net (Table

Accounts Receivable, Net (Tables)	3 Months Ended
	Mar. 31, 2022
Receivables [Abstract]
Schedule of Accounts Receivable	Accounts receivable consist of the following (in thousands): March 31, December 31, Credit card receivables $ 2,204 $ 1,354 Residual commissions receivable 1,388 1,342 Receivables from restaurants and customers 593 660 Accounts receivable $ 4,185 $ 3,356 Less: allowance for doubtful accounts and chargebacks (310) (329) Accounts receivable, net $ 3,875 $ 3,027

Intangibles Assets and Goodwi_2

Intangibles Assets and Goodwill (Tables)	3 Months Ended
	Mar. 31, 2022
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 March 31, 2022 Gross Carrying Accumulated Amortization Accumulated Impairment Intangible Assets, Net Intangible assets subject to amortization: Software $ 38,033 $ (10,848) $ (11,779) $ 15,406 Trademarks/Trade name/Patents 6,549 (5,756) — 793 Customer Relationships 96,510 (15,354) (57,378) 23,778 Total intangible assets subject to amortization 141,092 (31,958) (69,157) 39,977 Trademarks, not subject to amortization 3,023 — — 3,023 Total $ 144,115 $ (31,958) $ (69,157) $ 43,000 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
Schedule of Estimated Future Amortization Expense of Intangible Assets	Estimated future amortization expense of intangible assets subject to amortization as of March 31, 2022 is as follows (in thousands): Amortization The remainder of 2022 $ 8,184 2023 10,772 2024 8,712 2025 5,169 2026 3,448 Thereafter 3,692 Total future amortization $ 39,977
Schedule of Change in Goodwill	The change in the Company’s goodwill balance is as follows for the three months ended March 31, 2022 and the year ended December 31, 2021 (in thousands): March 31, December 31, Balance, beginning of period $ 130,624 $ 106,734 Acquisitions during the period — 23,890 Impairments during the period (67,190) — Balance, end of period $ 63,434 $ 130,624

Other Current Liabilities (Tabl

Other Current Liabilities (Tables)	3 Months Ended
	Mar. 31, 2022
Other Liabilities Disclosure [Abstract]
Schedule of Other Current Liabilities	Other current liabilities consist of the following (in thousands): March 31, December 31, Accrued insurance expenses $ 4,082 $ 3,932 Accrued estimated workers' compensation expenses 524 644 Accrued medical contingency 370 370 Accrued legal contingency 1,250 1,250 Accrued sales tax payable 119 175 Accrued cash incentives 51 3,130 Other accrued expenses 5,713 3,685 Contingent consideration liability 2,020 — Unclaimed property 2,542 2,372 Other current liabilities 3,384 3,751 Total other current liabilities $ 20,055 $ 19,309

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Schedule of Outstanding Debt Obligations	The Company’s outstanding debt obligations are as follows (in thousands): Coupon Rate Effective Maturity March 31, December 31, Term Loan 5.125% - 7.125% 10.62% November 2023 $ 35,007 $ 35,007 Notes 4.0% - 6.0% 6.49% November 2023 49,504 49,504 $ 84,511 $ 84,511 Less: unamortized debt issuance costs on Term Loan (1,847) (2,099) Less: unamortized debt issuance costs on Notes (380) (435) Long term debt - related party $ 82,284 $ 81,977 Short-term loans for insurance financing 3.49% - 3.99% n/a August 2022 - October 2022 1,293 3,142 Total outstanding debt $ 83,577 $ 85,119
Interest Income and Interest Expense Disclosure	Interest expense related to the Notes was comprised of the following for the three months ended March 31, 2022 and 2021 (in thousands): Three Months Ended March 31, 2022 2021 Contractual interest expense $ 743 $ 495 Amortization of debt discount 54 290 $ 797 $ 785

Stock-Based Awards and Cash-B_2

Stock-Based Awards and Cash-Based Awards (Tables)	3 Months Ended
	Mar. 31, 2022
Share-based Payment Arrangement [Abstract]
Schedule of Stock Option Activity under Incentive Plans	The stock option activity under the Company’s incentive plans during the three months ended March 31, 2022 and 2021 is as follows: Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Number of Weighted Weighted Number of Weighted Weighted Balance, beginning of period 9,656,928 $ 0.39 $ 0.28 9,753,257 $ 0.43 $ 0.33 Granted — — — 500,000 2.78 2.19 Exercised — — — (6,779) 0.88 4.73 Forfeited (12,014) 1.95 3.74 (13,995) 4.58 4.38 Expired — — — (6,536) 4.83 3.26 Balance, end of period 9,644,914 $ 0.39 $ 0.28 10,225,947 $ 0.54 $ 0.41
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 March 31, 2022 and December 31, 2021: As of March 31, 2022 As of December 31, 2021 Options Fully Options Options Fully Options Number of Options 9,644,914 9,644,914 9,656,928 4,870,026 Weighted-average remaining contractual term (years) 2.78 2.78 3.03 3.06 Weighted-average exercise price $ 0.39 $ 0.39 $ 0.39 $ 0.40 Aggregate Intrinsic Value (in thousands) $ — $ — $ 3,543 $ 1,773
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 three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Number of Weighted Weighted Number of Weighted Weighted Nonvested, beginning of period 8,614,746 $ 2.15 2.5 4,558,603 $ 2.23 1.71 Granted 3,630,000 0.55 195,000 3.66 Shares vested (152,692) 2.47 (749,870) 0.97 Forfeitures (286,168) 1.92 (126,084) 1.05 Nonvested, end of period 11,805,886 $ 1.66 2.5 3,877,649 $ 2.58 1.77

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
Schedule Of At The Market Offering Program	Details of sales through March 31, 2022 pursuant to the ATM Program are included in the table below. As of March 31, 2022, approximately $42,289 remained unsold under the ATM Program. See Note 16 - Subsequent Events for details regarding sales pursuant to the ATM Program in April 2022. November 2021 ATM Program Sales during December 2021 Sales during the three months ended March 31, 2022 Total Maximum aggregate offering price (in thousands) $ 50,000 Total shares sold 1,679,631 9,458,655 11,138,286 Average sales price per share $ 0.83 $ 0.67 $ 0.69 Gross proceeds (in thousands) $ 1,398 $ 6,313 $ 7,711 Net proceeds (in thousands) $ 1,359 $ 6,235 $ 7,594

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2022
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 March 31, 2022 and December 31, 2021 (in thousands): As of March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 2,020 $ 2,020 Total liabilities measured and recorded at fair value $ — $ — $ 2,020 $ 2,020 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
Schedule of Reconciliation of Accrued Medical Contingency Liability Classified as Level 3 Financial Instruments	The following table presents a reconciliation of the accrued medical contingency liability classified as a Level 3 financial instrument for the periods indicated (in thousands): Medical Contingency Three Months Ended March 31, 2022 2021 Balance, beginning of the period $ 423 $ 17,435 Increases/additions — 43 Reductions/settlements (53) (178) Transfers out of Level 3 (370) — Balance, end of the period $ — $ 17,300 Contingent Consideration Balance, beginning of the period $ 1,939 Additions — Increase in fair value 81 Reductions/settlements — Balance, end of the period $ 2,020

Loss Per Share Attributable t_2

Loss Per Share Attributable to Common Stockholders (Tables)	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
Schedule of Calculation of Basic and Diluted Income Per Share Attributable to Common Stockholders	The calculation of basic and diluted loss per share attributable to common stockholders for the three months ended March 31, 2022 and 2021 is as follows (in thousands, except share and per share data): Three Months Ended March 31, 2022 2021 Basic and diluted loss per share: Net loss attributable to common stockholders - basic and diluted $ (77,216) $ (3,712) Weighted average number of shares outstanding 153,629,968 112,334,094 Basic and diluted loss per common share $ (0.50) $ (0.03)
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 loss per common share would have been antidilutive: Three Months Ended March 31, 2022 2021 Antidilutive shares underlying stock-based awards: Stock options 9,644,914 10,225,947 Restricted stock units 14,940,211 7,036,974 Warrants (1) 579,365 478,458 (1) Includes the Debt Warrants as of March 31, 2022 and 2021. See Note 12 – Stockholders’ Equity

Revenue - Summary of Revenue (D

Revenue - Summary of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation Of Revenue [Line Items]
Total Revenue	$ 35,040	$ 50,930
Delivery transaction fees
Disaggregation Of Revenue [Line Items]
Total Revenue	31,576	50,476
Payment processing referral fees
Disaggregation Of Revenue [Line Items]
Total Revenue	2,510	0
Setup and integration fees
Disaggregation Of Revenue [Line Items]
Total Revenue	0	7
Other
Disaggregation Of Revenue [Line Items]
Total Revenue	$ 954	$ 447

Revenue - Narrative (Details)

Revenue - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Capitalized sales incentives amortization period	5 years
Deferred costs	$ 2,997		$ 2,968
Deferred costs, current	866		818
Amortization expense	$ 208	$ 149
ASC Topic 340-40, Other Assets and Deferred Costs
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Capitalized sales incentives amortization period	5 years
Deferred costs	$ 1,634		1,385
Deferred costs, current	419		$ 352
Amortization expense	$ 94	$ 45

Business Combinations - Additio

Business Combinations - Additional Information (Details) $ / shares in Units, $ in Thousands	Aug. 25, 2021USD ($)$ / sharesshares	Mar. 11, 2021USD ($)$ / sharesshares	Mar. 31, 2022USD ($)	Mar. 31, 2021USD ($)	Sep. 30, 2021USD ($)Franchise	Dec. 31, 2021USD ($)
Business Acquisition [Line Items]
Net loss			$ (77,216)	$ (3,712)
Cape Payment Companies
Business Acquisition [Line Items]
Business combination, cash consideration	$ 12,032
Common stock closing price per share | $ / shares	$ 1.24
Contingent consideration liability	$ 1,686		2,020			$ 1,939
Cape Payment Companies | Common stock
Business Acquisition [Line Items]
Business combination, share issued | shares	2,564,103
Delivery Dudes
Business Acquisition [Line Items]
Business combination, cash consideration		$ 11,500
Common stock closing price per share | $ / shares		$ 2.96
Revenue			3,246
Net loss			$ 254
Business acquisition direct and incremental costs				$ 606
Delivery Dudes | Franchise Relationships
Business Acquisition [Line Items]
Number of franchise assets acquired | Franchise					6
Delivery Dudes | Customer Relationships
Business Acquisition [Line Items]
Business combination, cash consideration					$ 2,431
Business combination, consideration transferred					$ 2,464
Delivery Dudes | Common stock
Business Acquisition [Line Items]
Business combination, share issued | shares		3,562,577

Business Combinations - Summary

Business Combinations - Summary of Supplemental Condensed Consolidated Results of Company on an Unaudited Pro Forma Basis (Details) - Delivery Dudes $ in Thousands	3 Months Ended
	Mar. 31, 2021USD ($)
Business Acquisition [Line Items]
Net revenue	$ 53,406
Net income	$ 652

Accounts Receivable, Net - Sche

Accounts Receivable, Net - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Receivables [Abstract]
Credit card receivables	$ 2,204	$ 1,354
Residual commissions receivable	1,388	1,342
Receivables from restaurants and customers	593	660
Accounts receivable	4,185	3,356
Less: allowance for doubtful accounts and chargebacks	(310)	(329)
Accounts receivable, net	$ 3,875	$ 3,027

Intangibles Assets and Goodwi_3

Intangibles Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Intangible Assets [Line Items]
Gross Carrying Amount	$ 141,092	$ 138,745
Accumulated Amortization	(31,958)	(29,473)
Accumulated Impairment	(69,157)	(69,157)
Intangible Assets, Net	39,977	40,115
Gross Carrying Amount	144,115	141,756
Intangible Assets, Net	43,000	43,126
Trademarks
Intangible Assets [Line Items]
Trademarks, not subject to amortization	3,023	3,011
Software
Intangible Assets [Line Items]
Gross Carrying Amount	38,033	35,686
Accumulated Amortization	(10,848)	(9,632)
Accumulated Impairment	(11,779)	(11,779)
Intangible Assets, Net	15,406	14,275
Trademarks/Trade name/Patents
Intangible Assets [Line Items]
Gross Carrying Amount	6,549	6,549
Accumulated Amortization	(5,756)	(5,585)
Intangible Assets, Net	793	964
Customer Relationships
Intangible Assets [Line Items]
Gross Carrying Amount	96,510	96,510
Accumulated Amortization	(15,354)	(14,256)
Accumulated Impairment	(57,378)	(57,378)
Intangible Assets, Net	$ 23,778	$ 24,876

Intangibles Assets and Goodwi_4

Intangibles Assets and Goodwill - Additional Information (Details) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022USD ($)reportingUnit	Mar. 31, 2021USD ($)	Dec. 31, 2021USD ($)
Intangible Assets [Line Items]
Capitalized computer software	$ 2,347
Amortization expense	2,485	$ 1,832
Acquisitions during the period	$ 0		$ 23,890
Number of reporting units | reportingUnit	1
Goodwill impairment	$ 67,190	$ 0
Delivery Dudes Acquisition
Intangible Assets [Line Items]
Acquisitions during the period			14,343
Cape Payment Companies
Intangible Assets [Line Items]
Acquisitions during the period			$ 9,547

Intangibles Assets and Goodwi_5

Intangibles Assets and Goodwill - Schedule of Estimated Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
The remainder of 2022	$ 8,184
2023	10,772
2024	8,712
2025	5,169
2026	3,448
Thereafter	3,692
Intangible Assets, Net	$ 39,977	$ 40,115

Intangibles Assets and Goodwi_6

Intangibles Assets and Goodwill - Schedule of Change in Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Balance, beginning of period	$ 130,624	$ 106,734
Acquisitions during the period	0	23,890
Impairments during the period	(67,190)	0
Balance, end of period	$ 63,434	$ 130,624

Other Current Liabilities - Sch

Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Other Liabilities Disclosure [Abstract]
Accrued insurance expenses	$ 4,082	$ 3,932
Accrued estimated workers' compensation expenses	524	644
Accrued medical contingency	370	370
Accrued legal contingency	1,250	1,250
Accrued sales tax payable	119	175
Accrued cash incentives	51	3,130
Other accrued expenses	5,713	3,685
Contingent consideration liability	2,020	0
Unclaimed property	2,542	2,372
Other current liabilities	3,384	3,751
Total other current liabilities	$ 20,055	$ 19,309

Debt - Schedule of Debt Obligat

Debt - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Long-term debt, gross	$ 84,511	$ 84,511
Long term debt - related party	82,284	81,977
Short-term loans for insurance financing	1,293	3,142
Total outstanding debt	$ 83,577	85,119
Minimum
Debt Instrument [Line Items]
Coupon Rate Range in 2021 through 1Q22	3.49%
Maximum
Debt Instrument [Line Items]
Coupon Rate Range in 2021 through 1Q22	3.99%
Term Loan
Debt Instrument [Line Items]
Effective Interest Rate	10.62%
Long-term debt, gross	$ 35,007	35,007
Less: unamortized debt issuance costs	$ (1,847)	(2,099)
Term Loan | Minimum
Debt Instrument [Line Items]
Coupon Rate Range in 2021 through 1Q22	5.125%
Term Loan | Maximum
Debt Instrument [Line Items]
Coupon Rate Range in 2021 through 1Q22	7.125%
Notes
Debt Instrument [Line Items]
Effective Interest Rate	6.49%
Long-term debt, gross	$ 49,504	49,504
Less: unamortized debt issuance costs	(380)	(435)
Long term debt - related party	$ 49,124	$ 49,069
Notes | Minimum
Debt Instrument [Line Items]
Coupon Rate Range in 2021 through 1Q22	4.00%
Notes | Maximum
Debt Instrument [Line Items]
Coupon Rate Range in 2021 through 1Q22	6.00%

Debt - Additional Information (

Debt - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Nov. 30, 2018
Debt Instrument [Line Items]
Contractual interest expense	$ 1,704	$ 1,901
Warrants exercisable for number of shares of common stock	579,365			579,365
Long term debt - related party	$ 82,284		$ 81,977
Warrants issued to purchase common stock per share	$ 8.63			$ 8.63
Notes
Debt Instrument [Line Items]
Contractual interest expense	$ 743	$ 495
Long term debt - related party	$ 49,124		$ 49,069
Debt conversion, description	The Notes include customary anti-dilution protection, including broad-based weighted average adjustments for issuances of additional shares.

Debt - Interest Income and Inte

Debt - Interest Income and Interest Expense Disclosure (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Debt Instrument [Line Items]
Contractual interest expense	$ 1,704	$ 1,901
Notes
Debt Instrument [Line Items]
Contractual interest expense	743	495
Amortization of debt discount	54	290
Interest expense, debt, excluding amortization	$ 797	$ 785

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income tax expense	$ 16	$ 24
Employer payroll tax deferrals under CARES Act	$ 667

Commitments and Contingent Li_2

Commitments and Contingent Liabilities - Additional Information (Detail) $ in Thousands	Jul. 01, 2021USD ($)	Jun. 22, 2021USD ($)	Feb. 28, 2022USD ($)	Mar. 31, 2022USD ($)Partner	Dec. 31, 2021USD ($)
Commitments and Contingencies Disclosure [Abstract]
Outstanding workers compensation and auto policy reserves				$ 4,446	$ 4,305
Cash paid to plaintiff	$ 4,700
One time payment in settlement agreement, extension period		8 months		8 months
One-time payment in settlement agreement		$ 800		$ 800
Number of restaurant partner | Partner				10,000
Litigation settlement			$ 2,500
Loss contingency, damages sought, attorney fees, percentage of total amount of settlement fund			33.33%
Litigation settlement expense			$ 40
Estimated litigation liability				$ 1,250

Stock-Based Awards and Cash-B_3

Stock-Based Awards and Cash-Based Awards - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended
	Apr. 30, 2020	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Arrangement, Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Compensation expense		$ 13,000	$ 334,000
Aggregate intrinsic value of awards exercised		$ 0	$ 15,000
2018 Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, reserved for issuance (in shares)		9,664,120
Grants under plan (in shares)		0	500,000
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 (in dollars per share)	$ 2
Bonus payable	$ 5,000,000
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
2018 Incentive Plan | Grimstad RSU Grant | Grimstad Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Compensation expense	0
Shares outstanding (in shares)		3,134,325
Aggregate grant date fair value	$ 3,542,000
2018 Incentive Plan | RSUs and RSAs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares outstanding (in shares)		11,805,886	3,877,649	8,614,746	4,558,603
Shares granted (in shares)		3,630,000	195,000
Amended 2014 Stock Plan and 2018 Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Compensation expense		$ 1,671,000	$ 2,078,000
2018 Incentive Plan and Amended 2018 Plan | Time-based RSUs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Aggregate grant date fair value		$ 2,006,000
Shares granted (in shares)		3,630,000
Vesting period		3 years
2018 Incentive Plan and Amended 2018 Plan | RSUs and RSAs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Compensation expense		$ 1,658,000	1,744,000
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 unvested stock options		$ 14,707,000
Weighted average remaining vesting period		2 years 6 months
Fair value of restricted shares vested		$ 68,000	$ 2,247,000

Stock-Based Awards and Cash-B_4

Stock-Based Awards and Cash-Based Awards - Schedule of Stock Option Activity under Incentive Plans (Details) - 2018 Incentive Plan - $ / shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Number of Shares
Beginning balance (in shares)	9,656,928	9,753,257
Granted (in shares)	0	500,000
Exercised (in shares)	0	(6,779)
Forfeited (in shares)	(12,014)	(13,995)
Expired (in shares)	0	(6,536)
Ending balance (in shares)	9,644,914	10,225,947
Weighted Average Exercise Price
Beginning balance (in dollars per share)	$ 0.39	$ 0.43
Granted (in dollars per share)	0	2.78
Exercised (in dollars per share)	0	0.88
Forfeited (in dollars per share)	1.95	4.58
Expired (in dollars per share)	0	4.83
Ending balance (in dollars per share)	0.39	0.54
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share)	0.28	0.33
Granted (in dollars per share)	0	2.19
Exercised (in dollars per share)	0	4.73
Forfeited (in dollars per share)	3.74	4.38
Expired (in dollars per share)	0	3.26
Ending balance (in dollars per share)	$ 0.28	$ 0.41

Stock-Based Awards and Cash-B_5

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	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Share-based Payment Arrangement [Abstract]
Options Fully Vested and Expected to Vest, Number of Options (in shares)	9,644,914	9,656,928
Options Fully Vested and Expected to Vest, Weighted-average remaining contractual term (years)	2 years 9 months 10 days	3 years 10 days
Options Fully Vested and Expected to Vest, Weighted-average exercise price (in dollars per share)	$ 0.39	$ 0.39
Options Fully Vested and Expected to Vest, Aggregate Intrinsic Value (in thousands)	$ 0	$ 3,543
Options Exercisable, Number of Options (in shares)	9,644,914	4,870,026
Options Exercisable, Weighted-average remaining contractual term (years)	2 years 9 months 10 days	3 years 21 days
Options Exercisable, Weighted-average exercise price (in dollars per share)	$ 0.39	$ 0.40
Options Exercisable, Aggregate Intrinsic Value (in thousands)	$ 0	$ 1,773

Stock-Based Awards and Cash-B_6

Stock-Based Awards and Cash-Based Awards - Schedule of Restricted Stock Award Activity under Incentive Plans (Details) - RSUs and RSAs - 2018 Incentive Plan - $ / shares	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Number of Shares
Beginning balance (in shares)	8,614,746	4,558,603	4,558,603
Granted (in shares)	3,630,000	195,000
Vested (in shares)	(152,692)	(749,870)
Forfeitures (in shares)	(286,168)	(126,084)
Ending balance (in shares)	11,805,886	3,877,649	8,614,746	4,558,603
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share)	$ 2.15	$ 2.23	$ 2.23
Granted (in dollars per share)	0.55	3.66
Vested (in dollars per share)	2.47	0.97
Forfeitures (in dollars per share)	1.92	1.05
Ending balance (in dollars per share)	$ 1.66	$ 2.58	$ 2.15	$ 2.23
Weighted Average Remaining Contractual Term (years)	2 years 6 months	1 year 9 months 7 days	2 years 6 months	1 year 8 months 15 days

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	4 Months Ended
	Mar. 31, 2022	Mar. 31, 2022	Dec. 31, 2021	Nov. 30, 2018
Class Of Stock [Line Items]
Common stock, authorized (in shares)	249,000,000	249,000,000	249,000,000
Common stock, outstanding (in shares)	155,705,647	155,705,647	146,094,300
Common stock, issued (in shares)	155,705,647	155,705,647	146,094,300
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Number of votes per share	one vote per share
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0	0
Preferred stock, shares outstanding	0	0	0
Warrants issued to purchase common stock per share	$ 8.63	$ 8.63		$ 8.63
Warrants exercisable for number of shares of common stock	579,365	579,365		579,365
Common stock | November 2021 ATM Program
Class Of Stock [Line Items]
Maximum aggregate offering price (in thousands)		$ 50,000
Unsold common stock shares, value	$ 42,289

Stockholders' Equity - Schedule

Stockholders' Equity - Schedule Of At The Market Offering Program (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended		4 Months Ended
	Dec. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022
Class Of Stock [Line Items]
Gross proceeds (in thousands)		$ 6,235	$ 0
Common stock
Class Of Stock [Line Items]
Total shares sold (in shares)		9,458,655
Common stock | November 2021 ATM Program
Class Of Stock [Line Items]
Maximum aggregate offering price (in thousands)				$ 50,000
Total shares sold (in shares)	1,679,631	9,458,655		11,138,286
Average sales price per share (in dollars per share)	$ 0.83	$ 0.67		$ 0.69
Gross proceeds (in thousands)	$ 1,398	$ 6,313		$ 7,711
Net proceeds (in thousands)	$ 1,359	$ 6,235		$ 7,594

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Estimated loss exposure		$ 423,000
Fair Value, Measurements, Recurring
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Assets to be measured at fair value	$ 0	$ 0

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Liabilities
Accrued medical contingency		$ 423
Contingent consideration	$ 2,020
Total liabilities measured and recorded at fair value	2,020	2,362
Level 3
Liabilities
Accrued medical contingency		423
Contingent consideration	2,020	1,939
Total liabilities measured and recorded at fair value	$ 2,020	$ 2,362

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Reconciliation of Accrued Medical Contingency Liability Classified as Level 3 Financial Instruments (Details) - Fair Value, Measurements, Recurring - Level 3 - Medical Contingency - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Reconciliation of Accrued Contingency Liabilities [Roll Forward]
Balance, beginning of the period	$ 423	$ 17,435
Increases/additions	0	43
Reductions/settlements	(53)	(178)
Transfers out of Level 3	(370)	0
Balance, end of the period	$ 0	$ 17,300

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of Reconciliation of Contingent Consideration Liability Classified as Level 3 Financial Instruments (Details) - Fair Value, Measurements, Recurring - Level 3 - Contingent Consideration $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)
Contingent Liabilities [Roll Forward]
Balance, beginning of the period	$ 1,939
Additions	0
Increase in fair value	81
Reductions/settlements	0
Balance, end of the period	$ 2,020

Loss Per Share Attributable t_3

Loss Per Share Attributable to Common Stockholders - Schedule of Calculation of Basic and Diluted Income Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share [Abstract]
Net income attributable to common stockholders - basic	$ (77,216)	$ (3,712)
Net income attributable to common stockholders - diluted	$ (77,216)	$ (3,712)
Weighted average common shares outstanding – basic	153,629,968	112,334,094
Weighted average common shares outstanding – diluted	153,629,968	112,334,094
Diluted (in dollars per share)	$ (0.50)	$ (0.03)
Basic (in dollars per share)	$ (0.50)	$ (0.03)

Loss Per Share Attributable t_4

Loss Per Share Attributable to Common Stockholders - Additional Information (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share [Abstract]
Conversion of notes into common stock	5,736,283	4,737,237

Loss Per Share Attributable t_5

Loss Per Share Attributable to Common Stockholders - Schedule of Securities Outstanding Excluded From Fully Diluted Calculations (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Stock options
Antidilutive shares underlying stock-based awards:	9,644,914	10,225,947
Restricted stock units
Antidilutive shares underlying stock-based awards:	14,940,211	7,036,974
Warrants
Antidilutive shares underlying stock-based awards:	579,365	478,458

Related Party Transactions (Det

Related Party Transactions (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)restaurant	Mar. 31, 2021USD ($)
Related Party Transaction [Line Items]
Number of restaurants | restaurant	26,000
Affiliated Entity | Restaurants
Related Party Transaction [Line Items]
Revenue from related parties | $	$ 102	$ 263

Subsequent Events (Details)

Subsequent Events (Details) - USD ($) $ in Thousands	May 09, 2022	Apr. 12, 2022	Apr. 11, 2022	Apr. 30, 2020	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Subsequent Event [Line Items]
Proceeds from issuance of stock					$ 6,235	$ 0
Long-term debt, gross					$ 84,511		$ 84,511
Common stock
Subsequent Event [Line Items]
Issuance of common stock, net (in shares)					9,458,655
Term Loan
Subsequent Event [Line Items]
Long-term debt, gross					$ 35,007		35,007
Notes
Subsequent Event [Line Items]
Long-term debt, gross					$ 49,504		$ 49,504
Grimstad Option | 2018 Incentive Plan | Performance Bonus Agreement
Subsequent Event [Line Items]
Bonus payable				$ 5,000
Subsequent Event | Common stock | ATM Program
Subsequent Event [Line Items]
Issuance of common stock, net (in shares)		2,616,335
Proceeds from issuance of stock		$ 898
Subsequent Event | Amended Debt Agreements | Term Loan
Subsequent Event [Line Items]
Debt instrument, mandatory future prepayment	$ 20,000
Long-term debt, gross	$ 15,007
Percentage of proceeds of future at-the-market public common stock issuances	50.00%
Debt instrument term extension	6 months
Subsequent Event | Amended Debt Agreements | Notes
Subsequent Event [Line Items]
Debt instrument term extension	6 months
Subsequent Event | Grimstad Option | 2018 Incentive Plan | Performance Bonus Agreement
Subsequent Event [Line Items]
Bonus payable			$ 1,000
Subsequent Event | Grimstad Option | 2022 Grimstad Restricted Stock Units Grant | 2018 Incentive Plan
Subsequent Event [Line Items]
Shares granted (in shares)			4,000,000
Aggregate grant date fair value			$ 1,228
Subsequent Event | Grimstad Option | 2022 Grimstad Restricted Stock Units Grant | 2018 Incentive Plan | Tranche Three
Subsequent Event [Line Items]
Vesting percentage			33.33%
Subsequent Event | Grimstad Option | 2022 Grimstad Restricted Stock Units Grant | 2018 Incentive Plan | Tranche One
Subsequent Event [Line Items]
Vesting percentage			33.33%
Subsequent Event | Grimstad Option | 2022 Grimstad Restricted Stock Units Grant | 2018 Incentive Plan | Tranche Two
Subsequent Event [Line Items]
Vesting percentage			33.33%
Subsequent Event | Executive Officer | 2018 Incentive Plan | Performance Bonus Agreement
Subsequent Event [Line Items]
Bonus payable			$ 550
Subsequent Event | Executive Officer | Restricted Stock Units (RSUs) | 2018 Incentive Plan
Subsequent Event [Line Items]
Shares granted (in shares)			480,000
Aggregate grant date fair value			$ 147
Subsequent Event | Executive Officer | Restricted Stock Units (RSUs) | 2018 Incentive Plan | Tranche Three
Subsequent Event [Line Items]
Vesting percentage			33.33%
Subsequent Event | Executive Officer | Restricted Stock Units (RSUs) | 2018 Incentive Plan | Tranche One
Subsequent Event [Line Items]
Vesting percentage			33.33%
Subsequent Event | Executive Officer | Restricted Stock Units (RSUs) | 2018 Incentive Plan | Tranche Two
Subsequent Event [Line Items]
Vesting percentage			33.33%