Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 15, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-37788 | ||
Entity Registrant Name | WAITR HOLDINGS INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 26-3828008 | ||
Entity Address, Address Line One | 214 Jefferson Street | ||
Entity Address, Address Line Two | Suite 200 | ||
Entity Address, City or Town | Lafayette | ||
Entity Address, State or Province | LA | ||
Entity Address, Postal Zip Code | 70501 | ||
City Area Code | 337 | ||
Local Phone Number | 534-6881 | ||
Title of 12(g) Security | Common Stock, Par Value $0.0001 Per Share | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 24,737,242 | ||
Entity Common Stock, Shares Outstanding | 13,443,697 | ||
Documents Incorporated by Reference | None. | ||
Entity Central Index Key | 0001653247 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Interactive Data Current | Yes |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | Moss Adams LLP |
Auditor Location | Denver, Colorado |
Auditor Firm ID | 659 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash | $ 12,066 | $ 60,111 |
Accounts receivable, net | 3,982 | 3,027 |
Capitalized contract costs, current | 1,559 | 1,170 |
Prepaid expenses and other current assets | 5,997 | 8,706 |
TOTAL CURRENT ASSETS | 23,604 | 73,014 |
Property and equipment, net | 808 | 3,763 |
Capitalized contract costs, noncurrent | 3,403 | 3,183 |
Goodwill | 9,536 | 130,624 |
Intangible assets, net | 7,065 | 43,126 |
Operating lease right-of-use assets | 2,917 | 4,327 |
Other noncurrent assets | 812 | 1,070 |
TOTAL ASSETS | 48,145 | 259,107 |
CURRENT LIABILITIES | ||
Accounts payable | 5,689 | 7,018 |
Restaurant food liability | 1,282 | 3,327 |
Accrued payroll | 1,672 | 2,988 |
Short-term loans for insurance financing | 1,892 | 3,142 |
Income tax payable | 74 | 74 |
Operating lease liabilities | 1,023 | 1,581 |
Other current liabilities | 17,596 | 19,309 |
TOTAL CURRENT LIABILITIES | 29,228 | 37,439 |
Long term debt - related party | 53,901 | 81,977 |
Accrued medical contingency | 0 | 53 |
Operating lease liabilities, net of current portion | 2,079 | 3,034 |
Other noncurrent liabilities | 28 | 2,115 |
TOTAL LIABILITIES | 85,236 | 124,618 |
Commitments and contingent liabilities (Note 13) | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock, $0.0001 par value; 249,000,000 shares authorized and 12,955,299 and 7,304,714 shares issued and outstanding at December 31, 2022 and 2021, respectively | 21 | 15 |
Additional paid in capital | 538,812 | 503,609 |
Accumulated deficit | (575,924) | (369,135) |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | (37,091) | 134,489 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 48,145 | $ 259,107 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 249,000,000 | 249,000,000 |
Common stock, shares issued (in shares) | 12,955,299 | 7,304,714 |
Common stock, shares outstanding (in shares) | 12,955,299 | 7,304,714 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
REVENUE | $ 111,801 | $ 182,194 |
COSTS AND EXPENSES: | ||
Operations and support | 60,055 | 108,599 |
Sales and marketing | 29,388 | 19,198 |
Research and development | 4,454 | 4,156 |
General and administrative | 38,010 | 45,042 |
Depreciation and amortization | 13,296 | 12,429 |
Goodwill impairment | 121,088 | 0 |
Intangible and other asset impairments | 32,957 | 186 |
Loss on disposal of assets | 288 | 158 |
TOTAL COSTS AND EXPENSES | 299,536 | 189,768 |
LOSS FROM OPERATIONS | (187,735) | (7,574) |
OTHER EXPENSES (INCOME) AND LOSSES (GAINS), NET | ||
Interest expense | 5,664 | 7,074 |
Other expense (income) | 13,310 | (9,443) |
NET LOSS BEFORE INCOME TAXES | (206,709) | (5,205) |
Income tax expense | 80 | 24 |
NET LOSS | $ (206,789) | $ (5,229) |
LOSS PER SHARE: | ||
Basic (in dollars per share) | $ (23) | $ (0.87) |
Diluted (in dollars per share) | $ (23) | $ (0.87) |
Weighted average shares used to compute net loss per share: | ||
Weighted average common shares outstanding - basic (in shares) | 8,991,262 | 6,029,671 |
Weighted average common shares outstanding - diluted (in shares) | 8,991,262 | 6,029,671 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common stock | Additional paid in capital | Accumulated deficit |
Beginning balance (in shares) at Dec. 31, 2020 | 5,562,952 | |||
Beginning balance at Dec. 31, 2020 | $ 88,096 | $ 11 | $ 451,991 | $ (363,906) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (5,229) | (5,229) | ||
Exercise of stock options and vesting of restricted stock units (in shares) | 133,893 | |||
Exercise of stock options and vesting of restricted stock units | 14 | $ 1 | 13 | |
Taxes paid related to net settlement on stock-based compensation | (985) | (985) | ||
Stock-based compensation | 7,974 | 7,974 | ||
Equity issued for asset acquisitions (in shares) | 307,739 | |||
Equity issued for asset acquisition | 13,724 | 13,724 | ||
Issuance of common stock (in shares) | 1,300,130 | |||
Issuance of common stock | $ 30,895 | $ 3 | 30,892 | |
Ending balance (in shares) at Dec. 31, 2021 | 7,304,714 | 7,304,714 | ||
Ending balance at Dec. 31, 2021 | $ 134,489 | $ 15 | 503,609 | (369,135) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (206,789) | (206,789) | ||
Exercise of stock options and vesting of restricted stock units (in shares) | 94,911 | |||
Exercise of stock options and vesting of restricted stock units | 0 | |||
Taxes paid related to net settlement on stock-based compensation | (106) | (106) | ||
Stock-based compensation | 5,703 | 5,703 | ||
Stock issued for conversion of Notes (in shares) | 1,570,575 | |||
Stock issued for conversion of Notes | 16,947 | $ 3 | 16,944 | |
Issuance of common stock (in shares) | 3,985,099 | |||
Issuance of common stock | $ 12,665 | $ 3 | 12,662 | |
Ending balance (in shares) at Dec. 31, 2022 | 12,955,299 | 12,955,299 | ||
Ending balance at Dec. 31, 2022 | $ (37,091) | $ 21 | $ 538,812 | $ (575,924) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (206,789) | $ (5,229) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash interest expense | 2,323 | 2,258 |
Induced conversion expense related to Notes | 9,499 | 0 |
Stock-based compensation | 5,703 | 7,974 |
Loss on disposal of assets | 288 | 158 |
Depreciation and amortization | 13,296 | 12,429 |
Goodwill impairment | 121,088 | 0 |
Intangible and other asset impairments | 32,957 | 186 |
Amortization of capitalized contract costs | 1,358 | 964 |
Change in estimate of accrued medical contingency | 0 | (16,715) |
Change in fair value of contingent consideration liability | (1,939) | 253 |
Other | (103) | (111) |
Changes in assets and liabilities: | ||
Accounts receivable | (955) | 1,503 |
Capitalized contract costs | (1,967) | (2,151) |
Prepaid expenses and other current assets | 2,709 | (1,865) |
Other noncurrent assets | 275 | (243) |
Accounts payable | (1,329) | 1,307 |
Restaurant food liability | (2,045) | (974) |
Income tax payable | 0 | (48) |
Accrued payroll | (1,316) | (2,062) |
Accrued medical contingency | (53) | (218) |
Other current liabilities | (3,939) | 1,039 |
Other noncurrent liabilities | 2,223 | (796) |
Net cash used in operating activities | (28,716) | (2,341) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (284) | (767) |
Internally developed software | (7,439) | (8,752) |
Purchase of domain names | (26) | (3,006) |
Acquisitions, net of cash acquired | 0 | (25,435) |
Proceeds from sale of property and equipment | 61 | 21 |
Net cash used in investing activities | (7,688) | (37,939) |
Cash flows from financing activities: | ||
Proceeds from issuance of stock | 12,665 | 30,895 |
Payments on long-term loan | (22,945) | (14,472) |
Borrowings under short-term loans for insurance financing | 4,968 | 8,671 |
Payments on short-term loans for insurance financing | (6,218) | (8,256) |
Payments on acquisition loans | 0 | (182) |
Payments on finance lease obligation | (5) | 0 |
Proceeds from exercise of stock options | 0 | 14 |
Taxes paid related to net settlement on stock-based compensation | (106) | (985) |
Net cash (used in) provided by financing activities | (11,641) | 15,685 |
Net change in cash | (48,045) | (24,595) |
Cash, beginning of period | 60,111 | 84,706 |
Cash, end of period | 12,066 | 60,111 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | 3,341 | 4,816 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Conversion of convertible notes to stock | 16,947 | 0 |
Stock issued as consideration in acquisitions | 0 | 13,724 |
Noncash impact of operating lease assets upon adoption | 0 | 5,833 |
Noncash impact of operating lease liabilities upon adoption | $ 0 | $ 6,232 |
Organization
Organization | 12 Months Ended |
Dec. 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,” “ASAP,” “we,” “us” and “our”), operates an online ordering technology platform (the “Platform”), providing delivery, carryout and dine-in options, connecting restaurants, merchants, drivers and diners in certain cities in the United States. The Platform uses the “deliver anything ASAP” model making it easy for consumers to order food, alcohol, convenience, grocery, flowers, auto parts and more. The Platform also includes proprietary in-stadium mobile ordering technology, providing an enhanced fan experience at sports and entertainment venues. Additionally, the Company facilitates access to third parties that provide payment processing solutions for restaurants and other merchants, pursuant to the acquisition of the Cape Payment Companies (as defined below) on August 25, 2021 (see Note 5 – Business Combinations ). On November 18, 2022, the Company filed a Certificate of Amendment to amend the Company’s Third Amended and Restated Certificate of Incorporation, which effected a one for twenty (1:20) reverse stock split (the “Reverse Stock Split”) of its outstanding common stock. See Note 15 – Stockholders’ Equity for additional information. All common share and per share amounts presented in the consolidated financial statements and accompanying notes have been retroactively adjusted to reflect the Reverse Stock Split. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 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 consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”). References to the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) included hereafter refer to the ASC and ASUs established by the Financial Accounting Standards Board (the “FASB”) as the source of authoritative GAAP. Reclassifications Certain amounts from prior periods have been reclassified to conform to the current period presentation. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and all wholly owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and judgments relied upon in preparing these consolidated financial statements affect the following items: • incurred loss estimates under our insurance policies with large deductibles or retention levels; • loss exposure related to claims; • determination of agent vs. principal classification for revenue recognition purposes; • income taxes; • useful lives of tangible and intangible assets; • equity compensation; • contingencies; • fair value and recoverability of property and equipment; • fair value of 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. Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (the “CODM”) in making decisions regarding resource allocation and assessing performance. The Company has determined that its chief executive officer is the CODM of the Company. Our operations revolve around two primary areas of service: (i) delivery services, which include operations related to the Company’s technology platform for online ordering and delivery (“Delivery Services”), and (ii) third-party payment processing referral services, which include operations related to facilitating access to third parties that provide payment processing solutions for restaurants and other merchants (“Third-Party Payment Processing Referral Services”). Prior to the three months ended September 30, 2022, the Company concluded that we had one operating segment as the operations of Third-Party Payment Processing Referral Services were not material to the Company’s consolidated operations. The CODM monitored performance of the Company on a consolidated basis during such time, with financial data related to Third-Party Payment Processing Referral Services being reviewed primarily for purposes of monitoring the achievement of an earnout provision associated with the acquisition of the Cape Payment Companies (see Note 5 – Business Combinations ). During the three months ended September 30, 2022, as the Third-Party Payment Processing Referral Services area became more significant to the operations of the Company, primarily on a percentage of revenue basis, our CODM began to manage operations and assess the Company’s performance based on the operations of the Delivery Services and Third-Party Payment Processing Referral Services areas separately. We quantitatively and qualitatively reassessed our segment reporting and determined the Third-Party Payment Processing Referral Services Segment is material to the group and now have two operating segments. See Note 17 – Segment Information for additional information on the Company’s segments and Note 4 – Revenue for additional information on revenue derived by segments. Business Combinations The Company accounts for business combinations under the acquisition method of accounting, in accordance with ASC Topic 805, Business Combinations , recording any assets acquired and liabilities assumed based on their respective fair values. Any excess of the fair value of merger consideration over the fair value of the assets acquired less liabilities assumed is recorded as goodwill. The Company uses management estimates based on historically similar transactions to assist in establishing the acquisition date fair values of assets acquired, liabilities assumed, and contingent consideration granted, if any. These estimates and valuations require the Company to make significant assumptions, including projections of future events and operating performance. Contingent Consideration The Company acquired the Cape Payment Companies on August 25, 2021 (see Note 5 – Business Combinations ). Consideration for the acquisition included an earnout provision which provides for a one-time payment to the sellers, if the Cape Payment Companies exceed certain future revenue targets. The contingent consideration obligation for the earnout provision is valued at fair value as of the acquisition date, with subsequent changes in fair value evaluated at the end of each reporting period through the term of the earnout and recognized in income (loss) from operations in the consolidated statement of operations. Current and noncurrent portions of the contingent consideration obligation are included in other current liabilities and other noncurrent liabilities in the consolidated balance sheet. Cash Cash consists of demand deposits with financial institutions, as well as cash owed to restaurants on the Platform. The Company has a compensating balance arrangement with its financial institution related to a letter of credit. As of December 31, 2022, cash supporting the outstanding letter of credit was $601. Certain restaurants on the Platform receive their portion of payments collected through the Company’s Platform less frequently than daily. Upon receipt of the restaurants’ cash, the Company records an offsetting liability. As of December 31, 2022 and 2021, our restaurant liability was $1,282 and $3,327, respectively. The Company regularly maintains cash in excess of federally insured limits at financial institutions. The Company makes such deposits with entities it believes are of high credit quality and has not incurred any losses related to these balances. Management believes its credit risk, with respect to these financial institutions, to be minimal. Accounts Receivable and Allowance for Doubtful Accounts and Chargebacks Accounts receivable is primarily comprised of credit card receivables due from the credit card processor. Credit card payments on orders made through the Platform are generally remitted to the Company in one Note 5 – Business Combinations ). Accounts receivable are stated net of an allowance for doubtful accounts, determined by management through an evaluation of specific accounts, considering historical experience, aging of accounts receivable, and information regarding the creditworthiness of the customers. When it becomes probable that the receivable will not be collected, the balance is written off. The Company performs periodic credit evaluations of the financial condition of customers, monitors collections and payments from customers, and generally does not require collateral. Additionally, the Company is liable for uncollected credit card receivables (or “chargebacks”), including fraudulent orders, when a consumer’s card is authorized but fails to process and for other unpaid credit card receivables. Chargebacks are recorded as a reduction of the revenue recorded for the transaction. Advertising Costs The costs of advertising are generally expensed as incurred, or in certain cases, advertising costs are capitalized and expensed when the advertisement first takes place. The accounting policy selected from these two alternatives is applied consistently to similar kinds of advertising activities. For the years ended December 31, 2022 and 2021, the Company recognized expense attributable to advertising totaling $6,896 and $4,681, respectively. Advertising costs are included in sales and marketing expense on the Company’s consolidated statements of operations. Property and Equipment, net Property and equipment, net is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Useful lives of each asset class are as follows: Equipment 3 years Furniture 5 years Leasehold improvements 7 years Maintenance and repair costs are expensed as incurred. Major improvements, which extend the useful life of the related asset, are capitalized. When these assets are sold or otherwise disposed of, the asset and related depreciation are relieved and any gain or loss is included in the consolidated statements of operations for the period of sale or disposal. Intangible Assets Internally Developed Software The Company incurs expenses associated with software development of new features and functionality, which includes wages, employee benefits, and other compensation-related expenses associated with these improvements. Additionally, the Company incurs third-party development and programming costs. Costs of Software to Be Sold, Leased, or Marketed The Company accounts for costs incurred to develop its externally-marketed platform in accordance with ASC Topic 985-20 , Software — Costs of Software to Be Sold, Leased, or Marketed . Internal and external costs incurred after technological feasibility has been established are capitalized. Technological feasibility is established upon completion of planning, designing, coding, and testing activities necessary to establish that the product can be produced to meet its design specifications, including functions, features, and technical performance requirements. The Company’s software products generally reach technical feasibility shortly before the products are released to production. Capitalized software costs are amortized on a product-by-product basis. The Company amortizes capitalized software costs using the straight-line method over the estimated economic life of the product, which is generally 3 years. Internal Use Software The Company also capitalizes costs to develop or purchase internal-use software in accordance with ASC Topic 350-40, Intangibles, Goodwill and Other — Internal-Use Software . Costs are capitalized as incurred after the preliminary project stage is completed, the Company authorizes and commits funding to the project, and it is probable that the project will be completed and used for intended function. The Company amortizes capitalized software costs on a straight-line basis over the estimated useful term, which is 3 years. Customer Relationships The Company records customer relationship intangible assets at fair value as of the date of acquisition and amortizes the costs on a straight-line basis to reflect the pattern in which the economic benefits of the intangible asset are consumed. The Company’s customer relationship intangible assets have estimated useful lives of 7.5 years. Trademarks, trade name and domain name intangible assets The Company records trademarks, trade name and domain name intangible assets at fair value as of the date of acquisition and amortizes the costs on a straight-line basis over their estimated useful lives. The Bite Squad, Delivery Dudes and Cape Payment Companies trade name assets are being amortized over their estimated useful lives of 3 years. The Company has determined that the trademark intangible asset and domain names related to the Company’s rebranding initiative are indefinite-lived assets and therefore are not subject to amortization but are evaluated annually for impairment. Impairment of Long-Lived and Other Intangible Assets The Company reviews the recoverability of its long-lived assets, including acquired technology, capitalized software costs, and property and equipment, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. Recoverability of finite and other long-lived assets is measured by comparing the carrying amount of an asset group to the fair value. The fair value is typically estimated based on future undiscounted net cash flows expected to be generated by that asset group. The Company groups assets for purposes of such review at the lowest level for which identifiable cash flows of the asset group are largely independent of the cash flows of the other groups of assets and liabilities. If the underlying assets are not supported by cash flow from operations, fair value is determined using other methods such as orderly liquidation value. An orderly liquidation value is the amount that could be realized upon liquidation given a sufficient amount of time to find a purchaser for a sale of assets in their existing condition and location. The amount of impairment to be recognized for finite and indefinite-lived intangible assets and other long-lived assets is calculated as the difference between the carrying value and the fair value of the asset group. The Company recognized intangible and other asset impairment charges totaling $32,957 and $186 during the years ended December 31, 2022 and 2021, respectively (see Note 9 – Intangible Assets and Goodwill and Note 8 – Property and Equipment, Net ). Goodwill Goodwill represents the excess purchase price over tangible and intangible assets acquired, less liabilities assumed arising from business combinations. The Company conducts its goodwill impairment test annually as of October 1, or more frequently if indicators of impairment exist. When performing the annual impairment test, the Company may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that goodwill impairment is more likely than not, the Company performs a quantitative impairment test. The Company would recognize an impairment charge for the amount by which the reporting unit’s carrying amount exceeds its fair value, if any, not to exceed the carrying amount of goodwill. The Company recognized goodwill impairment charges totaling $121,088 during the year ended December 31, 2022 (see Note 9 – Intangible Assets and Goodwill ). The Company has determined there was no goodwill impairment during the year ended December 31, 2021. Leases The Company adopted ASC 842, Leases on January 1, 2021 using the modified retrospective transition approach, with no adjustment to prior comparative periods. ASC 842 continues to retain a distinction between finance and operating leases but requires lessees to recognize a right-of-use asset representing its right to use the underlying asset for the lease term and a corresponding lease liability on the balance sheet for all leases with terms greater than twelve months. The Company determines if an arrangement is a lease at inception of a contract. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company elected the optional practical expedient package, which includes retaining the current classification of leases, and is utilizing the practical expedient which allows the use of hindsight in determining the lease term and in assessing impairment of its operating lease right-of-use assets. Additionally, the Company has elected to treat lease and non-lease components as a single lease component for all assets. The Company has elected to apply the short-term scope exception for leases with original terms of twelve months or less, and accordingly, recognizes the lease payments for such leases in the statement of operations on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred. As the Company’s leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date, which is estimated to be 5.0%. See Note 13 – Commitments and Contingent Liabilities for additional details on the Company’s leases. Stock-Based Compensation The Company measures compensation expense for all stock-based awards, including stock options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”), in accordance with ASC Topic 718, Compensation — Stock Compensation . Stock-based compensation is measured at fair value on grant date and recognized as compensation expense ratably over the course of the requisite service period for awards expected to vest. The resulting expense is recorded either in operations and support, sales and marketing, research and development, or general and administrative expense, depending on the department of the recipient. The Company recognizes forfeitures of stock-based awards as they occur. In the case of an award pursuant to which a performance condition must be met for the award to vest, no stock-based compensation cost is recognized until such time as the performance condition is considered probable of being met, if at all. If the assessment of probability of the performance condition changes, the impact of the change in estimate would be recognized in the period of change. Because of the non-cash nature of stock-based compensation, it is added back to net income in arriving at net cash provided by operating activities in our statement of cash flows. The fair value of restricted shares is typically determined based on the closing price of the Company’s common stock on the date of grant. The Company uses an option-pricing model to determine the fair value of stock options. Determining the fair value of stock options at the grant date requires judgment. The determination of the grant date fair value of options using an option-pricing model is affected by the Company’s estimated common stock value, as well as assumptions regarding a number of other complex and subjective variables. These assumptions include: Risk-free rate: Risk-free interest rates are derived from U.S. Treasury securities as of the option grant date. Volatility: Volatility of the Company’s stock price is estimated based on a combination of the historical volatility of the Company’s stock price and the historical and implied volatility of comparable publicly traded companies. Expected term: The expected term calculation for option awards considers a combination of the Company’s historical and estimated future exercise behavior. If any of the assumptions used in the option-pricing model change significantly, stock-based compensation for future awards may differ materially compared to the awards granted. Debt Issuance Costs The Company incurs debt issuance costs in connection with its debt facilities and related amendments. Amounts paid directly to lenders are classified as issuance costs and are recorded as a reduction of the carrying value of the debt. Debt issuance costs are amortized using the effective interest rate method to interest expense on the Company’s consolidated statements of operations. See Note 11 – Debt for additional details. Convertible Notes The Company accounts for convertible notes in accordance with ASC Topic 470-20, Debt with Conversion and Other Options . Convertible notes are classified as liabilities measured at amortized cost, net of debt discounts from the allocation of proceeds. Interest expense is recognized using the effective interest method over the expected term of the debt instrument pursuant to ASC Topic 835, Interest . Beneficial Conversion Feature If the amount allocated to the convertible notes results in an effective per share conversion price that is less than the fair value of the Company’s common stock on the commitment date, the intrinsic value of this beneficial conversion feature is recorded as a discount to the convertible notes, with a corresponding increase to additional paid in capital. The beneficial conversion feature discount is equal to the difference between the effective conversion price and the fair value of the Company’s common stock at the commitment date, unless limited by the remaining proceeds allocated to the convertible notes. Earnings per Common Share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common stock outstanding during the period, without consideration for common stock equivalents. Diluted earnings (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common stock outstanding during the period and potentially dilutive common stock equivalents, including stock options, RSAs, RSUs and warrants, except in cases where the effect of the common stock equivalent would be antidilutive. Under GAAP, certain instruments granted in stock-based payment transactions are considered participating securities prior to vesting and are therefore required to be included in the earnings allocation in calculating earnings per share under the two-class method. Companies are required to treat unvested stock-based payment awards with a right to receive non-forfeitable dividends as a separate class of securities in calculating earnings per share, except in cases where the effect of the inclusion of the participating securities would be antidilutive. Fair Value Measurements The Company records the fair value of assets and liabilities in accordance with ASC Topic 820, Fair Value Measurement . ASC 820 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. Based on the guidance in ASC 820, the Company uses a three-tier fair value hierarchy, prioritizing and defining the types of inputs used to measure fair value depending on the degree to which they are observable. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. The levels are as follows: Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 — Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 — Unobservable inputs reflecting the Company’s own assumptions about the inputs used in pricing the asset or liability at fair value. Certain financial instruments are required to be recorded at fair value. Other financial instruments, including cash, are recorded at cost, which approximates fair value. Additionally, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of these financial instruments. Insurance Reserves The Company maintains insurance coverage for business risks in customary amounts believed to be sufficient for our operations, including, but not limited to, workers’ compensation, auto and general liability. These plans contain various self-insured retention levels for which we provide accruals based on the aggregate of the liability for claims incurred and an estimate for claims incurred but not reported. We review our estimates of claims costs at each reporting period and adjust our estimates when appropriate. We use third-party actuarial specialists to assist in estimating our claims costs. Loss Contingencies The Company is involved in various legal proceedings that arise from the normal course of business activities. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. The Company records a liability when the Company believes that it is both probable that a loss has been incurred and the amount of the loss or a range of loss can be reasonably estimated. If the Company determines that a loss is reasonably possible, the Company discloses the possible loss in the notes to the consolidated financial statements, including the amount of the loss or range of loss if estimable. Significant judgment is required to determine both probability and the estimated amount of loss. The Company reviews developments in contingencies that could affect previously recorded provisions and disclosures related to such contingencies and adjusts these provisions and disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. The Company typically recognizes estimated losses from legal contingencies as other expense in the consolidated statement of operations. Legal fees associated with such actions are expensed as incurred and recognized as general and administrative expense in the consolidated statement of operations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of accounts receivable. From time to time, the Company assesses the credit worthiness of its payment processing service provider and restaurants on the Platform. Credit risk on accounts receivable is minimized through use of a reputable payment processing service provider as well as a diverse group of restaurants dispersed across several geographic areas. The Company has not experienced material losses related to receivables from individual restaurants or groups of restaurants and is not expecting a change from this historical norm. Revenue The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers . See Note 4 – Revenue for additional details on the Company’s revenue. Revenue from Contracts with Customers Delivery Services Segment The Delivery Services Segment includes operations related to the Company’s technology platform for online ordering and delivery. While food ordering and delivery is the primary component of the Delivery Services Segment, the Company recently added online ordering and delivery of various other products such as flowers, auto parts, alcohol and luxury goods. The Company generates revenue (“Delivery Transaction Fees”) in the Delivery Services Segment primarily when diners or customers place an order on the Platform. Delivery Transaction Fees represent the revenue recognized from the Company’s obligation to process orders on the Platform. The performance obligation is satisfied when the Company successfully processes an order placed on the Platform and the restaurant receives the order at their location. Consistent with the recognition objective in ASC 606, Revenue from Contracts with Customers , the variable consideration due to the Company for processing orders is recognized on a daily basis. The Company is the agent in the transaction as the Platform provides a means for the restaurant to receive orders from customers. 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. In addition to Delivery Transaction Fees, revenue in the Delivery Services Segment includes other revenue sources such as paid placement revenue for prominent positioning of a restaurant on the Platform and revenue related to fees received for the early distribution of earnings to independent contractor drivers. Third-Party Payment Processing Referral Services Segment The Company generates revenue from Third-Party Payment Processing Referral Services 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. Third-party 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 and revenue is recognized by the Company 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 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 6 – Accounts Receivable for additional details on the Company’s accounts receivable. Deferred Contract Costs The Company recognizes an asset for the incremental costs of obtaining a contract with a restaurant and 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. See Note 4 – Revenue for additional details on the Company’s deferred contract costs. Income Taxes The Company files federal and state income tax returns in each of the jurisdictions in which it operates. The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statement and income tax bases of assets and liabilities using the enacted tax rates applicable in a given year. A valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax assets will not be realized. The Company did not consider future book income as a source of taxable income when assessing if a portion of the deferred tax assets is more likely than not to be realized. However, scheduling the reversal of existing deferred tax liabilities indicated that a portion of the deferred tax assets are not likely to be realized. Therefore, t |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Going Concern Pursuant to the requirements of ASC 205-40, Going Concern , management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will sufficiently mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company has had recurring losses from operations and declines in cash positions. As reflected in the accompanying consolidated financial statements, the Company has an accumulated deficit of $575,924 as of December 31, 2022. The Company has had a trend of negative cash flow from operations during each quarter of 2022. For the year ended December 31, 2022, the Company had negative cash flow from operations of $28,716. Additionally, the Company’s cash position was impacted by the utilization of $20,000 in cash to pay down debt in May 2022. The Company’s cash position has declined from $60,111 at December 31, 2021 to $12,066 as of December 31, 2022. In an effort to alleviate these conditions, management is evaluating its existing cost structure and implementing cost saving initiatives to reduce operating costs and plans to continue to implement further cost saving initiatives where appropriate. Management plans to raise additional equity capital in best efforts private placements, rather than through the ATM Program (see Note 15 – Stockholders’ Equity ), although there can be no assurance that we will be able to raise additional capital. The Company doesn’t anticipate utilizing its ATM Program in fiscal 2023. The Company’s plans are designed to provide the Company with adequate liquidity to meet its obligations for at least the twelve-month period following the date these financial statements are issued; however, the plans are dependent on conditions and factors, many of which are outside of the Company’s control. There can be no assurance that we will be able to generate positive cash flow from operations in any future period. Additionally, we may be unable to raise additional equity capital or enter into any financing arrangements when needed on favorable terms or at all. Accordingly, management could not conclude that it was probable that the plans will sufficiently mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern. As such, the Company has concluded that substantial doubt exists about the Company’s ability to continue as a going concern for a period of at least twelve months from the date of issuance of these financial statements. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business for the twelve-month period following the date the financial statements are issued. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result should the Company be unable to continue as a going concern. |
Revenue
Revenue | 12 Months Ended |
Dec. 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): Year Ended December 31, 2022 2021 Delivery Services Segment: Delivery Transaction Fees $ 98,458 $ 175,607 Other revenue 2,606 3,276 Total Delivery Services Segment 101,064 178,883 Third-Party Payment Processing Referral Services Segment (1) 10,737 3,311 Total Revenue $ 111,801 $ 182,194 (1) The year ended December 31, 2021 includes revenue from the Cape Payment Companies beginning on the acquisition date of August 25, 2021, through December 31, 2021. 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 $3,128 and $2,968 as of December 31, 2022 and 2021, respectively, out of which $1,032 and $818, respectively, was classified as current. Amortization of expense for the costs to obtain a contract were $905 and $712 for the years ended December 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 Platform meet the capitalization criteria under ASC Topic 340-40, Other Assets and Deferred Costs . Costs related to these implementation activities are deferred and then amortized to operations and support expense on a straight-line basis over the period of benefit, which the Company has determined to be five years. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 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 128,205 shares of the Company’s common stock valued at $24.80 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 December 31, 2021, the earnout provision was valued at $1,939. At December 31, 2022, the Company determined that it is unlikely that the earnout provision will be met, therefore no value was assigned. See Note 16 – Fair Value Measurements for additional details. 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 consolidated financial statements beginning on the acquisition date, August 25, 2021, and were immaterial at such time. Pro forma results were also deemed immaterial to the Company. During the three months ended September 30, 2022, our operations related to the business acquired from the Cape Payment Companies became more significant to the operations of the Company. See Note 2 – Basis of Presentation and Summary of Significant Accounting Policies and Note 17 - Segment Information for additional details. 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 178,129 shares of the Company’s common stock valued at $59.20 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 consolidated financial statements beginning on the acquisition date, March 11, 2021. 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 year ended December 31, 2021, the Company incurred direct and incremental costs of $1,614 related to the Delivery Dudes Acquisition and the Cape Payment Acquisition. There were no direct and incremental transaction costs incurred during the year ended December 31, 2022. Pro-Forma Financial Information (Unaudited) The supplemental consolidated results of the Company on an unaudited pro forma basis as if the Delivery Dudes Acquisition had been consummated on January 1, 2021 are included in the table below (in thousands): Twelve Months Ended Net revenue $ 184,670 Net loss 4,865 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 | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable consist of the following (in thousands): December 31, December 31, December 31, Credit card receivables $ 2,334 $ 1,354 $ 3,013 Residual commissions receivable 1,422 1,342 — Receivables from restaurants and customers 596 660 334 Accounts receivable $ 4,352 $ 3,356 $ 3,347 Less: allowance for doubtful accounts and chargebacks (370) (329) (393) Accounts receivable, net $ 3,982 $ 3,027 $ 2,954 The activity in the allowance for doubtful accounts and chargebacks is as follows (in thousands): December 31, December 31, Balance, beginning of the year $ 329 $ 393 Additions to expense 395 715 Write-offs, net of recoveries and other adjustments (354) (779) Balance, end of the year $ 370 $ 329 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): December 31, December 31, Prepaid insurance expense $ 3,475 $ 6,703 Prepaid software subscriptions 1,401 1,318 Other current assets 1,121 685 Prepaid expenses and other current assets $ 5,997 $ 8,706 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net, consists of the following (in thousands): December 31, December 31, Computer equipment $ 771 $ 10,671 Furniture and fixtures 37 1,280 Leasehold improvements — 353 Total property and equipment 808 12,304 Less: Accumulated depreciation — (8,541) Property and equipment, net $ 808 $ 3,763 The Company recorded depreciation expense for property and equipment for the years ended December 31, 2022 and 2021 of $2,080 and $3,200, respectively. At December 31, 2022, the Company conducted an impairment test for long-lived assets in the Delivery Services Segment under the guidance in ASC 360. See Note 9 – Intangible Assets and Goodwill |
Intangibles Assets and Goodwill
Intangibles Assets and Goodwill | 12 Months Ended |
Dec. 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 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. See “Impairments” below for details of impairment testing for intangible assets during the year ended December 31, 2022. Intangible assets are stated at cost or acquisition-date fair value less accumulated amortization and impairment and consist of the following at December 31, 2022 and 2021 (in thousands): As of December 31, 2022 Gross Carrying Amount Accumulated Amortization Accumulated Impairment Intangible Assets, Net Intangible assets subject to amortization: Software $ 40,341 $ (13,542) $ (26,799) $ — Trademarks/Trade name/Patents 6,549 (6,044) (284) 221 Customer Relationships 96,510 (18,647) (72,519) 5,344 Total intangible assets subject to amortization 143,400 (38,233) (99,602) 5,565 Trademarks, not subject to amortization 3,038 — (1,538) 1,500 Total $ 146,438 $ (38,233) $ (101,140) $ 7,065 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 year ended December 31, 2022, the Company capitalized approximately $7,439 of software costs related to the development of the Platform. The Company recorded amortization expense for the years ended December 31, 2022 and 2021 of $11,216 and $9,229, respectively. Estimated future amortization expense of intangible assets subject to amortization as of December 31, 2022 is as follows (in thousands): Amortization 2023 $ 992 2024 953 2025 875 2026 867 2027 867 Thereafter 1,011 Total future amortization for intangible assets subject to amortization $ 5,565 Goodwill Prior to the three months ended September 30, 2022, we concluded that we had one reporting unit for purposes of goodwill impairment testing. During the three months ended September 30, 2022, we quantitatively and qualitatively reassessed our segment reporting and determined the Third-Party Payment Processing Referral Services Segment is material to the group and now have two reporting units for purposes of goodwill impairment testing. See Note 2 – Basis of Presentation and Summary of Significant Accounting Policies for additional information. The following table presents changes in the carrying value of goodwill for the Company’s single reporting unit prior to the allocation of goodwill to segments (in thousands). See “Impairments” below for a discussion of goodwill impairment testing for the reporting unit. Balance as of December 31, 2021 $ 130,624 March 15, 2022 impairment (67,190) Balance prior to segment allocation 63,434 September 30, 2022 impairment (51,991) Remaining goodwill to be allocated to segments $ 11,443 During the three months ended September 30, 2022, the Company reallocated its goodwill from a single reporting unit to the Delivery Services Segment and the Third-Party Payment Processing Referral Services Segment based on a relative fair value analysis using several probability weighted scenarios. The following table presents changes in the carrying value of goodwill for the Company’s segments (in thousands). See “Impairments” below for a discussion of goodwill impairment for the segments. Delivery Services Segment Third-Party Payment Processing Referral Services Segment Total Goodwill allocation to segments $ 1,907 $ 9,536 $ 11,443 September 30, 2022 impairment (1,907) — (1,907) Balance as of December 31, 2022 $ — $ 9,536 $ 9,536 Impairments The Company has historically conducted its goodwill and intangible asset impairment test annually in October, or more frequently if indicators of impairment exist. The Company conducts the impairment test 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, property and equipment, 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. 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. If indicators are present, the Company proceeds to Step 2 to determine whether an impairment loss should be recognized. As a part of Step 2, the Company performs 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. ASC 350 requires goodwill and other indefinite lived assets to be tested for impairment at the reporting unit level. See the discussion below of impairment testing conducted as of March 15, 2022, September 30, 2022 and December 31, 2022. No events or circumstances occurred from the time of the March 15, 2022 impairment test through June 30, 2022 that would suggest an impairment may have occurred, and accordingly, the Company determined that goodwill and long-lived asset impairment testing was not needed at June 30, 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 could change in future periods. There can be no assurance that additional goodwill or intangible assets will not be impaired in future periods. As further detailed below, for the year ended December 31, 2022, the Company recognized non-cash goodwill impairment charges totaling $121,088 and non-cash impairment charges for long-lived assets totaling $32,957 (included in the consolidated statement of operations under the captions “goodwill impairment” and “intangible and other asset impairments”, respectively). For the year ended December 31, 2021, the Company recognized no goodwill impairment charges and recognized $186 of non-cash impairment charges related to previously capitalized software development costs. March 15, 2022 Impairment Analysis 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 an impairment test as of the valuation date of March 15, 2022. For purposes of testing for goodwill impairment, the Company had one reporting unit at such time. 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. Given the results of the qualitative assessment and indications of possible impairment, the Company proceeded to Step 2 to determine whether an impairment loss should be recognized. The Company’s primary long-lived assets, customer relationships and developed technology, were tested for impairment under the guidance in ASC 360. The undiscounted cash flows for the long-lived assets were above the carrying amounts and the Company determined that the long-lived asset group was recoverable, and no impairment existed as of March 15, 2022. The customer relationships intangible asset and developed technology assets were valued using an undiscounted cash flow model. The analysis for each of the long-lived assets 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. 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 and capital expenditures), discount rate, long-term growth rate and tax rates 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. September 30, 2022 Impairment Analysis As a result of continued declines in the Company’s share price and market capitalization during the third quarter of 2022, the Company conducted an additional impairment test as of the valuation date of September 30, 2022. The Company engaged a third-party to assist management in estimating the fair values of long-lived assets and the reporting units for purposes of impairment testing under ASC 360 and ASC 350. Impairment Analysis on Single Reporting Unit Prior to Allocation of Goodwill to Segments Given the results of the qualitative assessment and indications of possible impairment, the Company proceeded to Step 2 to determine whether an impairment loss should be recognized for the single reporting unit prior to the allocation of goodwill to segments. The Company’s primary long-lived assets, customer relationships and developed technology, were tested for impairment under the guidance in ASC 360. The undiscounted cash flows for the long-lived assets were above the carrying amounts and the Company determined that the long-lived asset group was recoverable, and no impairment existed as of September 30, 2022. The customer relationships intangible asset and developed technology assets were valued using methods in a manner similar to the March 15, 2022 impairment analysis, and represent Level 3 measurements as both were 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. For ASC 350 testing purposes, the Company estimated the fair value of the single reporting unit giving consideration to the Income Approach and the Market Approach in a manner similar to the March 15, 2022 impairment analysis discussed above. As a result of the ASC 350 analysis, the Company recognized a non-cash pre-tax impairment loss of $51,991 during the three months ended September 30, 2022 to write down the carrying value of goodwill in the reporting unit to its implied fair value. Impairment Analysis on Segments In conjunction with the reallocation of goodwill, the Company tested the goodwill at its Delivery Services Segment and Third-Party Payment Processing Referral Services Segment as of September 30, 2022. The Company’s long-lived assets in each of the segments, including customer relationships and developed technology, were tested for impairment under the guidance in ASC 360. The undiscounted cash flows for the long-lived assets were above the carrying amounts for each segment and the Company determined that the long-lived asset groups were recoverable, and no impairment existed as of September 30, 2022. The customer relationships intangible assets and developed technology assets were valued using methods in a manner similar to the March 15, 2022 impairment analysis discussed above, and represent Level 3 measurements as both were 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. For ASC 350 testing purposes, the Company estimated the fair value of the Delivery Services Segment and the Third-Party Payment Processing Referral Services Segment giving consideration to the Income Approach and the Market Approach in a manner similar to the March 15, 2022 impairment analysis discussed above. The impairment assessment indicated that the fair value of the Third-Party Payment Processing Referral Services Segment exceeded its carrying value, and therefore did not result in a goodwill impairment. The goodwill in the Delivery Services Segment was determined to have no value and was fully impaired. The Company recognized a non-cash pre-tax impairment loss of $1,907 during the three months ended September 30, 2022 to write down the carrying value of goodwill in the Delivery Services Segment to zero. December 31, 2022 Impairment Analysis As a result of the significant and sustained decline in the Company’s market capitalization, the Company conducted an additional impairment test as of the valuation date of December 31, 2022 for the Delivery Services Segment. The Company engaged a third-party to assist management in estimating the fair values of indefinite-lived and long-lived assets in the Delivery Services Segment for purposes of impairment testing under ASC 360 and ASC 350. For the Third-Party Payment Processing Referral Services Segment, the Company determined that given the positive performance of this segment, including growth in revenue since the acquisition of the Cape Payment Companies in the third quarter of 2021, ASC 350 and ASC 360 impairment testing was not warranted at December 31, 2022. The trade name intangible assets in the Delivery Services Segment were tested for impairment under the guidance in ASC 350. The trade names were valued using the Income Approach, specifically, the relief from royalty rate method, which measures the cash flow streams attributable to the trade names in the form of royalty payments that would be paid to the owner of the trade names in return for the rights to use the trade names. The customer relationships intangible assets, developed technology intangible assets and property and equipment in the Delivery Services Segment were tested for impairment under the guidance in ASC 360. As management did not envision a clear path to profitability in the foreseeable future, the customer relationships and developed technology intangible assets were valued using an Income Approach with consideration given to liquidation values. Such assets were determined to have minimal value and were fully impaired. As the Company’s property and equipment assets were not supported by cash flows from operating activities, the fair value measurements were determined using cost and market approaches, along with consideration of orderly liquidation values (OLV). On an asset-by-asset basis, estimated values for property and equipment were based on the lower of the estimated OLV and the assets’ initial net carrying value as of the valuation date of December 31, 2022. A fair value determination of the Company’s right-of-use assets was not warranted as the related office facility leases contain the ability for the Company to sub-lease the space. |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities consist of the following (in thousands): December 31, December 31, Accrued insurance expenses $ 7,139 $ 3,932 Accrued estimated workers’ compensation expenses 275 644 Accrued medical contingency 366 370 Accrued legal contingency 1,250 1,250 Accrued sales tax payable 307 175 Accrued cash incentives 52 3,130 Other accrued expenses 3,105 3,685 Unclaimed property 2,795 2,372 Other current liabilities 2,307 3,751 Total other current liabilities $ 17,596 $ 19,309 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s outstanding debt obligations are as follows (in thousands): Coupon Rate Range in 2021 and 2022 Effective Interest Rate at December 31, 2022 Maturity December 31, December 31, Term Loan 5.125% - 7.125% 13.37% May 2024 $ 12,579 $ 35,007 Notes 4.0% - 6.0% 4.87% May 2024 42,523 49,504 $ 55,102 $ 84,511 Less: unamortized debt issuance costs on Term Loan (992) (2,099) Less: unamortized debt issuance costs on Notes (209) (435) Long term debt - related party $ 53,901 $ 81,977 Short-term loans for insurance financing 4.35% - 6.96% n/a February 2023 - September 2023 1,892 3,142 Total outstanding debt $ 55,793 $ 85,119 Annual maturities of outstanding debt, net of discounts are as follows (in thousands): Debt Maturity 2023 $ 1,892 2024 53,901 Total debt $ 55,793 Interest expense related to the Company’s outstanding debt totaled $5,664 and $7,074 for the years ended December 31, 2022 and 2021, respectively. Interest expense includes interest on outstanding borrowings and amortization of debt issuance costs and debt discount. See Note 19 – 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 were exercisable for shares of the Company’s common stock (see Note 15 – 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 Company elected to pay the interest payments due on September 30, 2022 and December 31, 2022 in-kind, resulting in $517 being added to the principal balance of the Term Loan. See Amendments to Loan Agreements below for additional details on the Term Loan and Credit Agreement, including details of principal payments made during 2022. 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. One of the affirmative covenants included in the Credit Agreement relates to the deliverance of audited annual financial statements to the administrative agent and lenders, accompanied by a report from an independent public accounting firm, which report shall be unqualified as to going concern and scope of audit. See Note 20 – Subsequent Events for details of a January 2023 amendment to the Credit Agreement to waive the requirement to deliver an audit report unqualified as to going concern with respect to the fiscal year 2022 financial statements. Notes Additionally, the Company issued unsecured convertible promissory notes (the “Notes”) to Luxor Capital Partners, LP, Luxor Capital Partners Offshore Master Fund, LP, Luxor Wavefront, LP and Lugard Road Capital Master Fund, LP (the “Luxor Entities”) pursuant to an agreement, herein referred to as the “Convertible Notes Agreement”. The net carrying value of the Notes as of December 31, 2022 and 2021 totaled $42,314 and $49,069, respectively. See Amendments to Loan Agreements and Conversion Agreements below for additional details on the Notes, including details of conversions of the Notes during 2022. 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 could be paid-in kind for the first three quarters of 2022 and in fiscal 2021. Pursuant to an amendment to the Convertible Notes Agreement in November 2022, the portion of an interest payment that the Company could elect to pay in-kind was reduced from 50% to approximately 33%. The Company elected to pay one-half of the $669 interest payment due on September 30, 2022 in-kind, resulting in approximately $335 being added to the principal balance of the Notes. The Company elected to pay 33% of the $554 interest payment due on December 31, 2022 in-kind, resulting in approximately $184 being added to the principal balance of the Notes. Interest expense related to the Notes was comprised of the following for the years ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Contractual interest expense $ 2,711 $ 2,389 Amortization of debt discount 175 856 $ 2,886 $ 3,245 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 $131.02 per share, subject to certain “blocker” limitations limiting the amount of shares into which the Notes can be converted. 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). See Note 20 – Subsequent Events for details of a January 2023 amendment to the Convertible Notes Agreement to waive the requirement to deliver an audit report unqualified as to going concern with respect to the fiscal year 2022 financial statements. Amendments to Loan Agreements May 2022 Amendments On May 9, 2022, the Company entered into an amendment to the Credit Agreement and an amendment to the Convertible Notes Agreement (together, the “May 9, 2022 Amended Loan Agreements”). The May 9, 2022 Amended Loan Agreements provide, among other things, (i) that going forward on a quarterly basis, 50% of the proceeds of any at-the-market public common stock issuances by the Company will be applied to the prepayment of the Term Loan and (ii) a six-month extension of the maturity date of the Credit Agreement and Convertible Notes Agreement until May 15, 2024. Additionally, pursuant to the May 9, 2022 amendment to the Credit Agreement, the Company made a $20,000 prepayment on the Term Loan on May 9, 2022. On October 5, 2022, the Company made a $1,676 prepayment on the Term Loan, representing 50% of the net proceeds received by the Company for sales under the August 2022 ATM through such date. The Company evaluated the amendments in the May 9, 2022 Amended Loan Agreements under ASC 470-50, “ Debt Modification and Extinguishment ”, and concluded that the amendments did not meet the characteristics of debt extinguishments under ASC 470-50. Accordingly, the amendments were treated as a debt modification, and thus, no gain or loss was recorded. A new effective interest rate for each of the Term Loan and Notes that equated the revised cash flows to the carrying amount of the original debt was computed and applied prospectively through the date of the November 8, 2022 amendments to the Credit Agreement and Notes (described below). On May 12, 2022, the Company entered into an additional amendment to the Convertible Notes Agreement (the “May 12, 2022 Amended Convertible Notes Agreement”) which provides that subsequent to the payment in full of the Term Loan outstanding under the existing Credit Agreement, on a quarterly basis, 50% of the proceeds of any future at-the-market public common stock issuances received by the Company will be applied to prepayment of the Notes under the Convertible Notes Agreement. The provisions of the May 12, 2022 Amended Convertible Notes Agreement did not contain changes to the Convertible Notes Agreement that warranted an evaluation of debt modification or extinguishment. November 2022 Amendments On November 8, 2022, the Company entered into an amendment to the Credit Agreement and an amendment to the Convertible Notes Agreement (together, the “November 8, 2022 Amended Loan Agreements”). Pursuant to the November 8, 2022 amendment to the Credit Agreement, commencing with the fiscal quarter ended December 31, 2022, the portion of the proceeds of any ATM public common stock issuances to be applied to the prepayment of the Term Loan under the Credit Agreement increased from 50% to 60%. The Company made prepayments totaling $1,269 on the Term Loan from November 11, 2022 through December 31, 2022, representing 60% of the net proceeds received by the Company for sales under the August 2022 ATM during that period. The November 8, 2022 amendment to the Convertible Notes Agreement includes (i) a reduction of the interest rate under the Convertible Notes Agreement from 6% to 4.5% per annum and (ii) an adjustment of the portion of an interest payment that can be paid in-kind, if elected by the Company, from 50% to approximately 33%. Additionally, subsequent to the payment in full of the Term Loan outstanding under the Credit Agreement, the portion of the proceeds of any future ATM public common stock issuances to be applied to the prepayment of the Notes under the Convertible Notes Agreement increases from 50% to 60%. The Company evaluated the amendments in the November 8, 2022 Amended Loan Agreements under ASC 470-60, “ Troubled Debt Restructurings by Debtors ”. Management concluded that there were indicators of financial difficulty for the Company at this date and concessions had been granted by the lenders. Therefore, the amendments are accounted for as a troubled debt restructuring. Management assessed whether the total undiscounted future cash payments specified by the amendments in the November 8, 2022 Amended Loan Agreements are greater or less than the carrying amount of the debt at the time of the restructuring and determined that the undiscounted future cash payments under the new terms are greater than the carrying amount of the debt at the time of the restructuring. Accordingly, no gain or loss was required to be recognized on the troubled debt restructuring. The change is accounted for prospectively using the new effective interest rate of the Term Loan and Notes. Conversion Agreements On May 13, 2022, the Company entered into a conversion agreement (the “May 2022 Conversion Agreement”), pursuant to which the lenders under the Convertible Notes Agreement were permitted to convert $750 of the outstanding principal amount of the Notes into shares of Company common stock at a conversion rate of 294 shares of Company common stock per one thousand dollars of principal amount of the Notes (calculated based on a per share price of $3.40 of Company common stock on Nasdaq), notwithstanding the conversion rate then in effect pursuant to the terms of the Notes. On July 22, 2022, the Company entered into a conversion agreement (the “July 2022 Conversion Agreement”), pursuant to which the lenders under the Convertible Notes Agreement were permitted to convert $6,750 of the outstanding principal amount of the Notes into shares of Company common stock at a conversion rate of 200 shares of Company common stock per one thousand dollars of principal amount of the Notes (calculated based on a per share price of $5.00 of Company common stock on Nasdaq), notwithstanding the conversion rate then in effect pursuant to the terms of the Notes. Accordingly, pursuant to the May 2022 Conversion Agreement, the Luxor Entities converted $750 principal amount of the Notes into 220,575 shares of Company common stock during the three months ended June 30, 2022, and pursuant to the July 2022 Conversion Agreement, the Luxor Entities converted $6,750 principal amount of the Notes into 1,350,000 shares of Company common stock during the three months ended September 30, 2022 (see Note 15 – Stockholders’ Equity ). In accordance with ASC 470-20, “ Debt with Conversion and Other Options ”, the fair value of the securities transferred in the induced conversion over the fair value of securities issuable pursuant to the original conversion terms is recognized as induced conversion expense. Accordingly, (i) upon the induced conversion related to the May 2022 Conversion Agreement, the Company recognized $930 of expense with a corresponding increase to equity of $1,673 and a net reduction of the Notes of $743, consisting of the $750 of principal, net of related discount, and (ii) upon the induced conversion related to the July 2022 Conversion Agreement, the Company recognized $8,569 of expense with a corresponding increase to equity of $15,275 and a net reduction of the Notes of $6,706, consisting of the $6,750 of principal, net of related discount. Induced conversion expense is included in other expense in the consolidated statement of operations and totaled $9,499 for the year ended December 31, 2022. Short-Term Loans |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 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 provision for federal and state income taxes consists of the following (in thousands): Year Ended December 31, 2022 2021 Current Federal $ — $ — State 80 24 Deferred Federal — — State — — Income tax expense $ 80 $ 24 The differences between income taxes expected by applying the U.S. federal statutory tax rate of 21% and the amount of income taxes provided for are as follows (in thousands): Year Ended December 31, 2022 2021 Tax at statutory rate $ (43,409) $ (1,093) State income taxes (5,296) (281) Stock-based compensation 836 (62) Non-deductible expenses 901 286 Interest expense 606 674 Work opportunity tax credit 10 516 Goodwill and acquired intangibles 4,148 — Other 1,983 (15) Deferred tax asset revisions — (689) Change in valuation allowance 40,301 688 Income tax expense $ 80 $ 24 The tax effects of temporary differences giving rise to deferred income tax assets and liabilities are as follows (in thousands): As of December 31, 2022 2021 Deferred tax assets: Stock-based compensation $ 1,651 $ 1,467 Incentive compensation 12 773 Medical contingency 85 105 Bad debt reserve 86 81 Charitable contribution carryover 43 35 Unearned revenue 198 118 Workers’ compensation reserve 69 159 Lease obligation 1,038 1,187 Legal reserve 290 309 Non-deductible goodwill 33,879 14,894 Non-deductible other intangibles 23,253 16,034 Net operating losses 54,583 40,824 Work opportunity tax credit 11,539 11,551 Interest expense carryforward 1,540 955 Total deferred tax assets 128,266 88,492 Valuation allowance (122,196) (81,895) Net deferred tax assets 6,070 6,597 Deferred tax liabilities: Fixed assets (3,770) (4,383) Capitalized contract costs (1,150) (1,075) Right-of-use asset (1,003) (1,069) Prepaids (147) (70) Total deferred tax liabilities $ (6,070) $ (6,597) Net deferred tax asset (liability) $ — $ — A full valuation allowance of $122,196 and $81,895 has been recorded against net deferred tax assets as of December 31, 2022 and 2021, respectively , as the Company has historically generated net operating losses, and the Company did not consider future book income as a source of taxable income when assessing if a portion of the deferred tax assets is more likely than not to be realized. The Company has the following net operating loss carryforwards and tax credit carryforwards (in thousands): As of December 31, Beginning Year of Expiration 2022 2021 Federal net operating losses $ 211,421 $ 167,362 2034 State net operating losses 189,973 149,206 2034 Tax credit carryforwards 11,539 11,551 2037 Total carryforwards $ 412,933 $ 328,119 Since the Company has net operating losses carrying forward, all of the Company’s federal and state income tax returns, which were filed beginning with the 2014 tax year, are subject to examination by the respective taxing authorities. Additionally, Internal Revenue Code (IRC) Section 382 provides an annual limitation with respect to the ability of a corporation to utilize its tax attributes, as well as certain built-in-losses, against future U.S. taxable income in the event of a change in ownership. The Landcadia Business Combination resulted in a change in ownership for purposes of IRC Section 382, however, the Company has determined that the amount of net operating loss carryforwards subject to limitation under IRC Section 382 is immaterial. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingent Liabilities Sponsorship Agreement On July 23, 2022 (the “Effective Date”), the Company entered into a multi-year sponsorship agreement (the “MetLife Sponsorship Agreement”) with New Meadowlands Stadium Company, LLC (“NMSC”), pursuant to which the Company will be the exclusive mobile ordering platform used at MetLife Stadium. Pursuant to the MetLife Sponsorship Agreement, NMSC agrees to provide the Company with certain promotions, programs and benefits throughout each Contract Year of the agreement. The term “Contract Year” under the MetLife Sponsorship Agreement refers to each year of the agreement with the first Contract Year beginning on the Effective Date and ending on March 31, 2023, and each subsequent Contract Year beginning on April 1 and ending on the last day of the following March. The term of the MetLife Sponsorship Agreement is five In connection with the MetLife Sponsorship Agreement, the Company has committed to pay an aggregate of $9,128 in sponsorship fees which will be amortized over the performance period on a straight-line basis. The sponsorship fees are generally payable in quarterly installments and include the following amounts by Contract Year: $1,650 in year one, $1,732 in year two, $1,820 in year three, $1,920 in year four and $2,006 in year five. Included in the consolidated statement of operations for the year ended December 31, 2022, is $1,650 of sales and marketing expense related to the MetLife Sponsorship Agreement. Leases As of December 31, 2022, t he Company had operating lease agreements for office facilities in various locations in the United States, which expire on various dates through August 2026. The terms of the lease agreements provide for rental payments that generally increase on an annual basis. The Company has one immaterial finance lease for office equipment. The Company recognizes expense for leases on a straight-line basis over the lease term, which the Company generally expects to be the non-cancellable period of the lease. As of December 31, 2022, the Company recognized on its consolidated balance sheet operating right-of-use assets of $2,917 and current and noncurrent operating lease liabilities of $1,023 and $2,079, respectively. Total operating lease costs recognized in the consolidated statement of operations for the years ended December 31, 2022 and 2021 totaled $1,744 and $1,911, respectively. We have subleased a portion of our leased office facilities. Sublease income totaled $225 and $114 for the years ended December 31, 2022 and 2021, respectively. The following table presents supplemental cash flow information and the weighted-average discount rate for the year ended December 31, 2022 and the weighted-average remaining lease term for the Company’s operating leases as of December 31, 2022: Twelve Months Ended December 31, 2022 Cash paid for operating lease liabilities (in thousands) $ 1,513 Weighted-average remaining lease term (years) 3.3 years Weighted-average discount rate 5 % As of December 31, 2022, the future minimum lease payments required under non-cancelable operating leases were as follows (in thousands): Amount 2023 $ 1,154 2024 874 2025 825 2026 536 Total future lease payments $ 3,389 Less: imputed interest (287) Present value of operating lease liabilities $ 3,102 Workers’ Compensation and Auto Policy Claims We establish a liability under our workers’ compensation and auto insurance policies for claims incurred within our self-insured retention levels and an estimate for claims incurred but not yet reported. As of December 31, 2022 and 2021, $7,349 and $4,305, respectively, in outstanding workers’ compensation and auto policy reserves are included in the consolidated balance sheet. Legal Matters In July 2016, Waiter.com, Inc. filed a lawsuit against Waitr Inc. in the United States District Court for the Western District of Louisiana, alleging trademark infringement based on the Company’s use of the “Waitr” trademark and logo, Civil Action No.: 2:16-CV-01041. The plaintiff sought injunctive relief and damages relating to the Company’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, which was extended by 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 and requested a stay of the pending litigation. Ultimately, no settlement agreement was executed by the parties nor was District Court approval obtained. Consequently, the stay of the litigation was briefly lifted until the District Court certified its ruling on a motion for summary judgment for immediate appeal. The litigation is currently stayed while the matter proceeds on appeal. Based on the settlement negotiations, 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 consolidated balance sheet at December 31, 2022 and in other expenses in the consolidated statement of operations for the year ended December 31, 2021. In September 2019,Christopher Meaux, David Pringle, Jeff Yurecko, Tilman J. Fertitta, Richard Handler, Waitr Holdings Inc. f/k/a Landcadia Holdings Inc., Jefferies Financial Group, Inc. and Jefferies, LLC were named as defendants in a putative class action lawsuit entitled Walter Welch, Individually and on Behalf of all Others Similarly Situated vs. Christopher Meaux, David Pringle, Jeff Yurecko, Tilman J. Fertitta, Richard Handler, Waitr Holdings Inc. f/k/a Landcadia Holdings Inc., Jefferies Financial Group, Inc. and Jefferies, LLC . The case was filed in the Western District of Louisiana, Lake Charles Division. In the lawsuit, the plaintiff asserts putative class action claims alleging, inter alia, that various defendants made false and misleading statements in securities filings, engaged in fraud, and violated accounting and securities rules, seeking damages based upon these allegations. A similar putative class action lawsuit, entitled Kelly Bates, Individually and on Behalf of all Others Similarly Situated vs. Christopher Meaux, David Pringle, Jeff Yurecko, Tilman J. Fertitta, Richard Handler, Waitr Holdings Inc. f/k/a Landcadia Holdings Inc., Jefferies Financial Group, Inc. and Jefferies, LLC , was filed in that same court in November 2019. These two cases were consolidated, and an amended complaint was filed in October 2020. The Company filed a motion to dismiss in February 2021. The Court assigned that motion to the Magistrate Judge, who issued her Report and Recommendation to the District Court Judge that the motion be granted in all respects. On August 10, 2022, the Court ruled in favor of the Company and its former officers and directors on all claims and dismissed the case with prejudice. The deadline for appeal has passed with no action from plaintiffs; the judgment dismissing the case with prejudice is now final. In November 2022, the Company was named as a defendant in Jenson et al. v. Bitesquad.com, LLC , No. 22-cv-03044 (NEB), filed in Minnesota state court. The plaintiffs, three customers purporting to represent a class, allege that the Company’s advertising is false and misleading in that the Company’s “free delivery” promotions violate the Minnesota Uniform Deceptive Practices Act and the Minnesota False Statement in Advertising Act as a result of the Company charging “other fees” on such orders that plaintiffs assert constitute a “delivery charge.” The plaintiffs seek unspecified damages as well as injunctive and declaratory relief. The Company removed the case to the United States District Court for the District of Minnesota under the Class Action Fairness Act. Based on the existence of an arbitration provision in the BiteSquad website “terms and conditions” section, the Company then moved to compel arbitration under the Federal Arbitration Act. The parties briefed and presented arguments on this motion to the court on March 8, 2023 and are waiting on the court’s ruling. The Company believes that this lawsuit lacks merit and that it has strong defenses to all claims alleged. The Company continues to vigorously defend the lawsuit. In October, 2017, the Company was named as a defendant in the matter of Michael Boone and Jennifer Walters, individually and on behalf of their minor child Grace Boone, vs. Waitr Inc. , pending in the 22nd Judicial District Court for the Parish of St. Tammany, State of Louisiana. The action arises from a pedestrian/vehicle collision that occurred in November 2016, and the alleged substantial damages as a result thereof. This matter was not resolved through mediation. A trial date has not been set and discovery is ongoing. The Company intends to vigorously defend this lawsuit. In May 2020, the Company was named as a defendant in Mary Ritchey, Individually and as Conservator for A.M., a minor, vs. Kristi Rando, Waitr Holdings, Inc., et al., Civil No. 1CCV-20-0722 LWC , and Robert P. McPherson vs. Kristi Rando, Waitr Holdings, Inc., et al., Civil No. 1CCV-20-0764 LWC , consolidated and which is currently pending in the Circuit Court of the First Circuit, State of Hawaii. This action is a result of an automobile accident that occurred in October 2018 involving an employee of a Company subsidiary and the alleged substantial injuries and damages as a result thereof. Discovery is ongoing, as well as the motion practice. The court recently granted plaintiffs’ motion to continue trial, and the trial has been rescheduled for June 2024. The Company intends to vigorously defend this lawsuit. In May 2020, the Company was named as a defendant in Jessie Stewart, Bradley Stewart & Sheila Ludwig vs. Waitr Inc. of LA., Waitr Holdings, Inc., Delivery Logistics, LLC, et al. , in the 22nd Judicial District Court, St. Tammany Parish, Louisiana. This action is a result of an automobile accident that occurred in April 2020 involving an independent contractor and the mother of the three plaintiffs, alleging substantial damages based on the injuries sustained in the accident and the ultimate death of the mother subsequent to the automobile accident. Discovery is ongoing and no trial date has been set. The Company intends to vigorously defend this lawsuit. In addition to the lawsuits described above, the Company 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 the Company 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. See Risk Factors – “We are subject to claims, lawsuits, investigations, and various proceedings, and face potential liability and expenses for legal claims from the normal course of business activities.” |
Stock-Based Awards and Cash-Bas
Stock-Based Awards and Cash-Based Awards | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Awards and Cash-Based Awards | Stock-Based Awards and Cash-Based Awards In June 2020, the Company’s stockholders approved the Waitr Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan (the “2018 Incentive Plan”), which permits the granting of awards in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based awards, and other stock-based or cash-based awards. As of December 31, 2022, there were 353,539 shares of common stock available for future grants pursuant to the 2018 Incentive Plan. On January 1, 2023, the number of shares available for future grants increased by 688,044 pursuant to the evergreen provision of the 2018 Incentive Plan. The evergreen provision is determined based on 5% of the total number of outstanding shares of the Company’s common stock (taking into account for this purpose such common stock issuable upon the exercise of options or warrants and the conversion of convertible debt) on December 31 st of the immediately preceding year. The Company also has outstanding equity awards under the 2014 Stock Plan (as amended in 2017, the “Amended 2014 Plan”). Total compensation expense related to awards under the Company’s incentive plans was $5,703 and $7,974 for the years ended December 31, 2022 and 2021, respectively. Stock-Based Awards Stock Options There were no stock option grants during the year ended December 31, 2022. During the year ended December 31, 2021, 25,000 stock options were granted under the 2018 Incentive Plan and were subsequently forfeited during such period. The Company determines the fair value of stock option grants on the grant date using an option-pricing model with various assumptions regarding the risk-free rate, volatility and expected term. Expected volatility for stock options is estimated based on a combination of the historical volatility of the Company’s stock price and the historical and implied volatility of comparable publicly traded companies. Assumptions used in determining the fair value of stock option grants during the year ended December 31, 2021 are as follows: 2021 Weighted-average fair value at grant $43.80 Risk free interest rate 0.46% Expected volatility 131.4% Expected option life (years) 3.59 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 Company recognized compensation expense for stock options of $33 and $1,248 for the years ended December 31, 2022 and 2021, respectively. The stock option activity under the Company’s incentive plans during the years ended December 31, 2022 and 2021 is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value Balance, December 31, 2020 487,619 $ 8.60 $ 6.60 Granted 25,000 55.60 43.80 Exercised (702) 18.60 91.20 Forfeited (26,530) 59.00 46.40 Expired (2,620) 105.60 103.60 Balance, December 31, 2021 482,767 $ 7.74 $ 5.58 Expired (1,742) 52.91 95.23 Balance, December 31, 2022 481,025 $ 7.58 $ 5.25 Outstanding stock options, which were fully vested and expected to vest and exercisable are as follows as of December 31, 2022 and 2021: As of December 31, 2022 As of December 31, 2021 Options Fully Vested and Expected to Vest Options Exercisable Options Fully Vested and Expected to Vest Options Exercisable Number of Options 481,025 481,025 482,767 243,501 Weighted-average remaining contractual term (years) 2.02 2.02 3.03 3.06 Weighted-average exercise price $ 7.58 $ 7.58 $ 7.80 $ 8.00 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. There were no exercises of stock options during the year ended December 31, 2022. The aggregate intrinsic value of awards exercised during the year ended December 31, 2021 was $22. Restricted Stock The Company’s restricted stock grants include performance-based and time-based vesting awards. The fair value of restricted shares is typically determined based on the closing price of the Company’s common stock on the date of grant. Performance-Based Awards As of December 31, 2022, there were 156,716 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 year ended December 31, 2022, a total of 439,500 RSUs with time-based vesting were granted pursuant to the Company’s 2018 Incentive Plan (with an aggregate fair value of $3,545). 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 $5,670 and $6,726 during the years ended December 31, 2022 and 2021, respectively. Unrecognized compensation cost related to unvested time-based RSUs as of December 31, 2022, was $10,166, with a weighted average remaining vesting period of approximately 2.05 years. The total fair value of restricted shares that vested during the years ended December 31, 2022 and 2021 was $548 and $6,812, respectively. The activity for restricted stock with time-based vesting under the Company’s incentive plans is as follows for the years ended December 31, 2022 and 2021: Number of Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (years) Nonvested at December 31, 2020 227,934 $ 44.60 1.71 Granted 399,795 42.00 Shares vested (152,573) 42.00 Forfeitures (44,428) 45.40 Nonvested at December 31, 2021 430,728 $ 42.97 2.50 Granted 439,500 8.07 Shares vested (115,684) 38.97 Forfeitures (142,353) 18.25 Nonvested at December 31, 2022 612,191 $ 24.42 2.05 Cash-Based Awards Performance Bonus Agreement On April 23, 2020, the Company entered into a performance bonus agreement with Mr. Grimstad, which was extended through January 3, 2025 in connection with the extension of his employment agreement. Pursuant to the performance bonus agreement, upon the occurrence of a change of control in which the holders of the Company’s common stock receive per share consideration that is equal to or greater than $40.00, subject to adjustment in accordance with the 2018 Incentive Plan, the Company shall pay Mr. Grimstad an amount equal to $5,000 (the “Bonus”). In order to receive the Bonus, Mr. Grimstad must remain continuously employed with the Company through the date of the change of control; provided, however, that in the event Mr. Grimstad terminates his employment for good reason or the Company terminates his employment other than for misconduct, Mr. Grimstad will be entitled to receive the Bonus provided the change of control occurs on or before January 3, 2025. Compensation expense related to the bonus agreement will not be recognized until such time that is probable that the performance goal will be achieved. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Reverse Stock Split On November 18, 2022, the Company filed a Certificate of Amendment to amend the Company’s Third Amended and Restated Certificate of Incorporation, which effected a one for twenty (1:20) reverse stock split of its outstanding common stock. As a result of the Reverse Stock Split, every twenty (20) shares of the Company’s common stock issued and outstanding immediately prior to the Reverse Stock Split was reduced to a smaller number of shares, such that every 20 shares of common stock held by a stockholder immediately prior to the Reverse Stock Split was combined and reclassified into one share of common stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of common stock were instead entitled to receive a proportional cash payment. The Reverse Stock Split did not change the par value or authorized number of shares of common stock. All common share and per share amounts presented in the consolidated financial statements and accompanying notes have been retroactively adjusted to reflect the Reverse Stock Split. Common Stock At December 31, 2022 and 2021, there were 249,000,000 shares of common stock authorized and 12,955,299 and 7,304,714 shares of common stock issued and outstanding, respectively, with a par value of $0.0001. The Company did not hold any shares as treasury shares as of December 31, 2022 or December 31, 2021. The Company’s common stockholders are entitled to one vote per share. At-the-Market Offerings 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 could 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. There were no sales of common stock pursuant to the third amended and restated open market sales agreement after April 12, 2022. In August 2022, the Company entered into a fourth amended and restated open market sale agreement with respect to 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. The issuance and sale of shares by the Company under the open market sales agreements were made pursuant to the Company’s effective registration statements on Form S-3. Details of sales pursuant to the ATM Program are included in the table below. See Note 20 – Subsequent Events for additional details on the August 2022 ATM Program Sales during the year ended December 31, 2022 November 2021 ATM Program August 2022 ATM Program Total Total shares sold 603,749 3,381,350 3,985,099 Average sales price per share $ 11.94 $ 1.67 $ 3.23 Gross proceeds (in thousands) $ 7,211 $ 5,660 $ 12,871 Net proceeds (in thousands) $ 7,120 $ 5,545 $ 12,665 Preferred Stock At December 31, 2022 and 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 December 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 $131.02 per share as of December 31, 2022. See Note 11 – Debt for additional information regarding the Notes. Pursuant to the May 2022 Conversion Agreement, the Luxor Entities converted $750 principal amount of the Notes into 220,575 shares of Company common stock during the three months ended June 30, 2022, calculated based on a per share price of $3.40, notwithstanding the conversion rate then in effect pursuant to the terms of the Notes. In connection with the conversion, the Company recognized $930 of induced conversion expense (see Note 11 – Debt ). Pursuant to the July 2022 Conversion Agreement, the Luxor Entities converted $6,750 principal amount of the Notes into 1,350,000 shares of Company common stock during the three months ended September 30, 2022, calculated based on a per share price of $5.00, notwithstanding the conversion rate then in effect pursuant to the terms of the Notes. In connection with the conversion, the Company recognized $8,569 of induced conversion expense (see Note 11 – Debt ). |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Medical Contingency Included in other income in the consolidated statement of operations for the year ended December 31, 2021 is $16,715 related to the change in estimate of a medical contingency (the “Medical Contingency”). The death of the individual in August 2021 associated with the Medical Contingency was new information the Company deemed a change in accounting estimate for the total liability. The estimated loss exposure for the Medical Contingency as of December 31, 2021 was measured at fair value on a recurring basis and reflected the liability for unpaid medical expenses and dependent death benefits, totaling $423. The analysis used in the measurement of the reserve for the Medical Contingency reflected the Company’s assumptions used regarding unpaid medical expenses and estimated death benefits used in developing the fair value estimate and was a Level 3 measurement. The inputs required significant judgments and estimates at the time of the valuation. At March 31, 2022, management no longer deemed the Medical Contingency 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, the Medical Contingency 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 5 – Business Combinations ). The contingent consideration liability was valued at $1,939 at December 31, 2021 and is included in other non-current liabilities on the consolidated balance sheet. As of December 31, 2022, the Company determined that it is unlikely that the earnout provision will be met, therefore no value was assigned. 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, represents Level 3 measurements within the fair value hierarchy. These inputs required significant judgments and estimates at the time of the valuation. The Company engaged a third-party specialist to assist management in estimating the fair value of the contingent consideration obligation. Summary by Fair Value Hierarchy The following table presents the Company’s liabilities measured at fair value on a recurring basis as of December 31, 2022 and 2021 (in thousands): As of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ — $ — Total liabilities measured and recorded at fair value $ — $ — $ — $ — 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 December 31, 2022 or 2021. Adjustments to the fair value of the accrued Medical Contingency were recognized in other income on the consolidated statement of operations. The following table presents a reconciliation of the accrued Medical Contingency liability which was classified as a Level 3 financial instrument prior to March 31, 2022 (in thousands): Medical Contingency Year Ended December 31, 2022 2021 Balance, beginning of the period $ 423 $ 17,435 Increases/additions — 84 Reductions/settlements (53) (17,096) Transfers out of Level 3 (370) — Balance, end of the period $ — $ 423 Adjustments to the fair value of the contingent consideration liability at the end of each reporting period are recognized in income (loss) from operations on the consolidated statement of operations. The following table presents a reconciliation of the contingent consideration liability classified as a Level 3 financial instrument for the years ended December 31, 2022 and 2021 (in thousands): Contingent Consideration Year Ended December 31, 2022 2021 Balance, beginning of the period $ 1,939 $ — Additions — 1,686 Increase (decrease) in fair value (1,939) 253 Reductions/settlements — — Balance, end of the period $ — $ 1,939 In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record certain assets and liabilities at fair value on a non-recurring basis. The Company generally applies fair value concepts in recording assets and liabilities acquired in business combinations and acquisitions (see Note 5 – 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 9 – Intangible Assets and Goodwill and Note 8 – Property and Equipment, Net , for further discussion of the fair value of long-lived assets and the reporting unit associated with impairment testing conducted at March 15, 2022, September 30, 2022 and December 31, 2022. Additionally, in connection with the induced conversion of the Notes during the three months ended June 30, 2022 and the three months ended September 30, 2022, the Company applied fair value concepts. See Note 11 – Debt for further discussion. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company operates through two reportable operating segments based on two primary areas of service: (i) Delivery Services, which include operations related to the Company’s technology platform for online ordering and delivery, and (ii) Third-Party Payment Processing Referral Services, which include operations related to facilitating access to third parties that provide payment processing solutions for restaurants and other merchants. For additional information about how our reportable segments derive revenue, refer to Note 4 – Revenue . The CODM does not evaluate operating segments using asset information and, accordingly, we do not report asset information by segment. There are no internal revenue transactions between our reportable segments. The accounting policies of the segments are the same as those described in Note 2 – Basis of Presentation and Summary of Significant Accounting Policies . The CODM evaluates segment performance primarily based on segment adjusted EBITDA. Segment adjusted EBITDA is defined as revenue less the following expenses: operations and support, sales and marketing, research and development, general and administrative and certain non-operating expenses associated with our segments. Excluded from segment adjusted EBITDA are non-cash items and other items that do not reflect our core operations. The following table presents information about our segments, with a reconciliation of total segments adjusted EBITDA to net loss from continuing operations of the consolidated Company (in thousands): Year Ended December 31, 2022 2021 Segments adjusted EBITDA: Delivery Services Segment $ (15,995) $ 14,800 Third-Party Payment Processing Referral Services Segment 447 756 Total segments adjusted EBITDA (15,548) 15,556 Reconciling items: Interest expense (5,664) (7,074) Income taxes (80) (24) Depreciation and amortization expense (13,296) (12,429) Goodwill impairment (121,088) — Stock-based compensation expense (5,703) (7,974) Loss on disposal of assets (288) (158) Intangible and other asset impairments (32,957) (186) Induced conversion expense related to Notes (9,499) — Change in fair value of contingent consideration liability 1,939 (253) Medical contingency change in estimate — 16,715 Transaction related expenditures and other non-recurring adjustments (3,805) (3,452) Accrued legal contingency and reserve (800) (5,950) Net loss from continuing operations $ (206,789) $ (5,229) |
Loss Per Share Attributable to
Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 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 years ended December 31, 2022 and 2021 is as follows (in thousands, except share and per share data): Year Ended December 31, 2022 2021 Basic and diluted loss per share: Net loss attributable to common stockholders - basic and diluted $ (206,789) $ (5,229) Weighted average number of shares outstanding - basic and diluted 8,991,262 6,029,671 Basic and diluted loss per common share $ (23.00) $ (0.87) The Company has outstanding Notes which are convertible into shares of the Company’s common stock. See Note 11 – Debt for additional details on the Notes. Based on the conversion price in effect at the end of December 31, 2022 and 2021, the Notes were convertible into 324,555 and 284,506 shares, respectively, of the Company’s common stock. During such years, the Company’s weighted average common stock price was below the Notes conversion price. Additionally, the Company had net losses during the years ended December 31, 2022 and 2021. Accordingly, the shares were not considered in the dilutive earnings per share calculation. Additionally, the following table includes securities outstanding at the end of the respective periods, which have been excluded from the fully diluted calculations because the effect on net loss per common share would have been anti-dilutive: Year Ended December 31, 2022 2021 Antidilutive shares underlying stock-based awards: Stock options 481,025 482,767 Restricted stock units 768,907 588,694 Warrants (see Note 15 – Stockholders’ Equity ) — 28,735 |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 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, with Luxor Capital and an amendment to the Convertible Notes Agreement with the Luxor Entities. In addition, on each of May 21, 2019, July 15, 2020, March 9, 2021, May 9, 2022 and November 8, 2022, 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 12, 2022, the Company entered into an amendment to the Convertible Notes Agreement with the Luxor Entities. On May 1, 2020, the Company entered into a Limited Waiver and Conversion Agreement with respect to the Credit Agreement and Convertible Notes Agreement. On May 13, 2022, the Company entered into the May 2022 Conversion Agreement, and on July 22, 2022, the Company entered into the July 2022 Conversion Agreement, with respect to the Convertible Notes Agreement. Pursuant to the May 9, 2022 amendment to the Credit Agreement, the Company made a $20,000 prepayment on the Term Loan on such date. On October 5, 2022, the Company made a $1,676 prepayment on the Term Loan, representing 50% of the net proceeds received by the Company for sales under the August 2022 ATM through such date. The Company made prepayments totaling $1,269 on the Term Loan from November 11, 2022 through December 31, 2022, representing 60% of the net proceeds received by the Company for sales under the August 2022 ATM during such period. Jonathan Green, a board member of the Company, is a partner at Luxor Capital. See Note 11 – Debt for additional details on related-party debt. Other Transactions with Related Parties As of December 31, 2022, some of the restaurants on our Platform are affiliated with one current and one prior member of our Board. We estimate that we generated total revenue, inclusive of diner fees, of approximately $269 and $700 during the years ended December 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 restaurant master service agreements with the Company, which are generally consistent with the other national partner agreements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events ATM Program From January 1, 2023 through January 4, 2023, we sold 431,429 shares of common stock for gross proceeds of $157. As of March 15, 2023, we have approximately $44,183 available under the ATM Program, however, the Company does not anticipate utilizing its ATM Program in 2023. Amended Loan Agreements On January 6, 2023, ASAP Inc. (f/k/a Waitr Inc.), Waitr Intermediate Holdings, LLC, other guarantors party thereto, Luxor Capital, LLC and Luxor Capital entered into an amendment to the Credit Agreement (the “January 2023 Amended Credit Agreement”). Additionally, on January 6, 2023, Waitr Holdings Inc. and Luxor Capital entered into an amendment to the Convertible Notes Agreement (the “January 2023 Amended Convertible Notes Agreement”). The January 2023 Amended Credit Agreement and January 2023 Amended Convertible Notes Agreement provide that (i) Section 5.1(c) of each of the agreements is amended to waive the requirement for the audit report to be unqualified as to going concern with respect to the fiscal year 2022 financial statements and (ii) the requirement of Section 5.1(i) of each of the agreements that the financial plan demonstrate adequate liquidity through the final maturity date is amended to waive such requirement with respect to the financial plan to be delivered within 30 days of the end of fiscal year 2022. On March 31, 2023, the Company entered into an amendment to the Credit Agreement (the “March 2023 Amended Credit Agreement”) and an amendment to the Convertible Notes Agreement (the “March 2023 Amended Convertible Notes Agreement”). The March 2023 Amended Credit Agreement and March 2023 Amended Convertible Notes Agreement provide that Section 5.1(c) is amended to extend the due date from March 31, 2023 to April 17, 2023 for submission of the fiscal year 2022 audited financial statements of the Company to the lenders. Additionally, the March 2023 Amended Convertible Notes Agreement allows the Company to PIK one hundred percent of the accrued interest for the fiscal quarter ending March 31, 2023 due on March 31, 2023. Executive Retention Bonuses On January 31, 2023, the Company agreed to a pay retention bonus to Mr. Grimstad in the amount of $1,000, of which $750 was payable immediately (and was paid on February 17, 2023) and the balance of $250 is to be paid upon the satisfaction of certain conditions. In the event Mr. Grimstad terminates his employment, other than for good reason (as defined in his employment agreement), or is terminated by the Company for misconduct (as defined in his employment agreement), in each case prior to January 31, 2024, Mr. Grimstad is required to repay the Company an amount of cash equal to the after-tax amount of the retention compensation actually paid. Additionally, on January 31, 2023, the Company agreed to pay retention bonuses totaling $500 to certain executive officers of the Company (chief financial officer, general counsel and chief engagement officer), of which $375 was payable immediately (and was paid on February 17, 2023) and the balance of $125 is to be paid upon the satisfaction of certain conditions. In the event that any such executive officer terminates his at-will employment for any reason, other than the Company’s failure to timely pay salary, or the Company terminates such employment for such executive officer’s willful misconduct, gross negligence, failure to perform required duties or due to a felony conviction, in each case prior to January 31, 2024, such executive officer is required to repay the Company an amount of cash equal to the after-tax amount of the retention compensation actually paid. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”). References to the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) included hereafter refer to the ASC and ASUs established by the Financial Accounting Standards Board (the “FASB”) as the source of authoritative GAAP. |
Reclassifications | Reclassifications Certain amounts from prior periods have been reclassified to conform to the current period presentation. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and all wholly owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and judgments relied upon in preparing these consolidated financial statements affect the following items: • incurred loss estimates under our insurance policies with large deductibles or retention levels; • loss exposure related to claims; • determination of agent vs. principal classification for revenue recognition purposes; • income taxes; • useful lives of tangible and intangible assets; • equity compensation; • contingencies; • fair value and recoverability of property and equipment; • fair value of 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. |
Segments | Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (the “CODM”) in making decisions regarding resource allocation and assessing performance. The Company has determined that its chief executive officer is the CODM of the Company. Our operations revolve around two primary areas of service: (i) delivery services, which include operations related to the Company’s technology platform for online ordering and delivery (“Delivery Services”), and (ii) third-party payment processing referral services, which include operations related to facilitating access to third parties that provide payment processing solutions for restaurants and other merchants (“Third-Party Payment Processing Referral Services”). Prior to the three months ended September 30, 2022, the Company concluded that we had one operating segment as the operations of Third-Party Payment Processing Referral Services were not material to the Company’s consolidated operations. The CODM monitored performance of the Company on a consolidated basis during such time, with financial data related to Third-Party Payment Processing Referral Services being reviewed primarily for purposes of monitoring the achievement of an earnout provision associated with the acquisition of the Cape Payment Companies (see Note 5 – Business Combinations ). During the three months ended September 30, 2022, as the Third-Party Payment Processing Referral Services area became more significant to the operations of the Company, primarily on a percentage of revenue basis, our CODM began to manage operations and assess the Company’s performance based on the operations of the Delivery Services and Third-Party Payment Processing Referral Services areas separately. We quantitatively and qualitatively reassessed our segment reporting and determined the Third-Party Payment Processing Referral Services Segment is material to the group and now have two operating segments. See Note 17 – Segment Information for additional information on the Company’s segments and Note 4 – Revenue |
Business Combinations | Business Combinations The Company accounts for business combinations under the acquisition method of accounting, in accordance with ASC Topic 805, Business Combinations , recording any assets acquired and liabilities assumed based on their respective fair values. Any excess of the fair value of merger consideration over the fair value of the assets acquired less liabilities assumed is recorded as goodwill. The Company uses management estimates based on historically similar transactions to assist in establishing the acquisition date fair values of assets acquired, liabilities assumed, and contingent consideration granted, if any. These estimates and valuations require the Company to make significant assumptions, including projections of future events and operating performance. |
Contingent Consideration | Contingent Consideration The Company acquired the Cape Payment Companies on August 25, 2021 (see Note 5 – Business Combinations ). Consideration for the acquisition included an earnout provision which provides for a one-time payment to the sellers, if the Cape Payment Companies exceed certain future revenue targets. The contingent consideration obligation for the earnout provision is valued at fair value as of the acquisition date, with subsequent changes in fair value evaluated at the end of each reporting period through the term of the earnout and recognized in income (loss) from operations in the consolidated statement of operations. Current and noncurrent portions of the contingent consideration obligation are included in other current liabilities and other noncurrent liabilities in the consolidated balance sheet. |
Cash | Cash Cash consists of demand deposits with financial institutions, as well as cash owed to restaurants on the Platform. The Company has a compensating balance arrangement with its financial institution related to a letter of credit. As of December 31, 2022, cash supporting the outstanding letter of credit was $601. |
Accounts Receivable and Allowance for Doubtful Accounts and Chargebacks | Accounts Receivable and Allowance for Doubtful Accounts and Chargebacks Accounts receivable is primarily comprised of credit card receivables due from the credit card processor. Credit card payments on orders made through the Platform are generally remitted to the Company in one Note 5 – Business Combinations ). Accounts receivable are stated net of an allowance for doubtful accounts, determined by management through an evaluation of specific accounts, considering historical experience, aging of accounts receivable, and information regarding the creditworthiness of the customers. When it becomes probable that the receivable will not be collected, the balance is written off. The Company performs periodic credit evaluations of the financial condition of customers, monitors collections and payments from customers, and generally does not require collateral. Additionally, the Company is liable for uncollected credit card receivables (or “chargebacks”), including fraudulent orders, when a consumer’s card is authorized but fails to process and for other unpaid credit card receivables. Chargebacks are recorded as a reduction of the revenue recorded for the transaction. |
Advertising Costs | Advertising CostsThe costs of advertising are generally expensed as incurred, or in certain cases, advertising costs are capitalized and expensed when the advertisement first takes place. The accounting policy selected from these two alternatives is applied consistently to similar kinds of advertising activities. For the years ended December 31, 2022 and 2021, the Company recognized expense attributable to advertising totaling $6,896 and $4,681, respectively. Advertising costs are included in sales and marketing expense on the Company’s consolidated statements of operations. |
Property and Equipment, net | Property and Equipment, net Property and equipment, net is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Useful lives of each asset class are as follows: Equipment 3 years Furniture 5 years Leasehold improvements 7 years Maintenance and repair costs are expensed as incurred. Major improvements, which extend the useful life of the related asset, are capitalized. When these assets are sold or otherwise disposed of, the asset and related depreciation are relieved and any gain or loss is included in the consolidated statements of operations for the period of sale or disposal. |
Intangible Assets | Intangible Assets Internally Developed Software The Company incurs expenses associated with software development of new features and functionality, which includes wages, employee benefits, and other compensation-related expenses associated with these improvements. Additionally, the Company incurs third-party development and programming costs. Costs of Software to Be Sold, Leased, or Marketed The Company accounts for costs incurred to develop its externally-marketed platform in accordance with ASC Topic 985-20 , Software — Costs of Software to Be Sold, Leased, or Marketed . Internal and external costs incurred after technological feasibility has been established are capitalized. Technological feasibility is established upon completion of planning, designing, coding, and testing activities necessary to establish that the product can be produced to meet its design specifications, including functions, features, and technical performance requirements. The Company’s software products generally reach technical feasibility shortly before the products are released to production. Capitalized software costs are amortized on a product-by-product basis. The Company amortizes capitalized software costs using the straight-line method over the estimated economic life of the product, which is generally 3 years. Internal Use Software The Company also capitalizes costs to develop or purchase internal-use software in accordance with ASC Topic 350-40, Intangibles, Goodwill and Other — Internal-Use Software . Costs are capitalized as incurred after the preliminary project stage is completed, the Company authorizes and commits funding to the project, and it is probable that the project will be completed and used for intended function. The Company amortizes capitalized software costs on a straight-line basis over the estimated useful term, which is 3 years. Customer Relationships The Company records customer relationship intangible assets at fair value as of the date of acquisition and amortizes the costs on a straight-line basis to reflect the pattern in which the economic benefits of the intangible asset are consumed. The Company’s customer relationship intangible assets have estimated useful lives of 7.5 years. Trademarks, trade name and domain name intangible assets |
Impairment of Long-Lived and Other Intangible Assets | Impairment of Long-Lived and Other Intangible Assets The Company reviews the recoverability of its long-lived assets, including acquired technology, capitalized software costs, and property and equipment, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. Recoverability of finite and other long-lived assets is measured by comparing the carrying amount of an asset group to the fair value. The fair value is typically estimated based on future undiscounted net cash flows expected to be generated by that asset group. The Company groups assets for purposes of such review at the lowest level for which identifiable cash flows of the asset group are largely independent of the cash flows of the other groups of assets and liabilities. If the underlying assets are not supported by cash flow from operations, fair value is determined using other methods such as orderly liquidation value. An orderly liquidation value is the amount that could be realized upon liquidation given a sufficient amount of time to find a purchaser for a sale of assets in their existing condition and location. The amount of impairment to be recognized for finite and indefinite-lived intangible assets and other long-lived assets is calculated as the difference between the carrying value and the fair value of the asset group. The Company recognized intangible and other asset impairment charges totaling $32,957 and $186 during the years ended December 31, 2022 and 2021, respectively (see Note 9 – Intangible Assets and Goodwill and Note 8 – Property and Equipment, Net |
Goodwill | Goodwill Goodwill represents the excess purchase price over tangible and intangible assets acquired, less liabilities assumed arising from business combinations. The Company conducts its goodwill impairment test annually as of October 1, or more frequently if indicators of impairment exist. When performing the annual impairment test, the Company may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that goodwill impairment is more likely than not, the Company performs a quantitative impairment test. The Company would recognize an impairment charge for the amount by which the reporting unit’s carrying amount exceeds its fair value, if any, not to exceed the carrying amount of goodwill. The Company recognized goodwill impairment charges totaling $121,088 during the year ended December 31, 2022 (see Note 9 – Intangible Assets and Goodwill ). The Company has determined there was no goodwill impairment during the year ended December 31, 2021. |
Leases | Leases The Company adopted ASC 842, Leases on January 1, 2021 using the modified retrospective transition approach, with no adjustment to prior comparative periods. ASC 842 continues to retain a distinction between finance and operating leases but requires lessees to recognize a right-of-use asset representing its right to use the underlying asset for the lease term and a corresponding lease liability on the balance sheet for all leases with terms greater than twelve months. The Company determines if an arrangement is a lease at inception of a contract. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company elected the optional practical expedient package, which includes retaining the current classification of leases, and is utilizing the practical expedient which allows the use of hindsight in determining the lease term and in assessing impairment of its operating lease right-of-use assets. Additionally, the Company has elected to treat lease and non-lease components as a single lease component for all assets. The Company has elected to apply the short-term scope exception for leases with original terms of twelve months or less, and accordingly, recognizes the lease payments for such leases in the statement of operations on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred. As the Company’s leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date, which is estimated to be 5.0%. See Note 13 – Commitments and Contingent Liabilities for additional details on the Company’s leases. |
Stock-Based Compensation | Stock-Based Compensation The Company measures compensation expense for all stock-based awards, including stock options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”), in accordance with ASC Topic 718, Compensation — Stock Compensation . Stock-based compensation is measured at fair value on grant date and recognized as compensation expense ratably over the course of the requisite service period for awards expected to vest. The resulting expense is recorded either in operations and support, sales and marketing, research and development, or general and administrative expense, depending on the department of the recipient. The Company recognizes forfeitures of stock-based awards as they occur. In the case of an award pursuant to which a performance condition must be met for the award to vest, no stock-based compensation cost is recognized until such time as the performance condition is considered probable of being met, if at all. If the assessment of probability of the performance condition changes, the impact of the change in estimate would be recognized in the period of change. Because of the non-cash nature of stock-based compensation, it is added back to net income in arriving at net cash provided by operating activities in our statement of cash flows. The fair value of restricted shares is typically determined based on the closing price of the Company’s common stock on the date of grant. The Company uses an option-pricing model to determine the fair value of stock options. Determining the fair value of stock options at the grant date requires judgment. The determination of the grant date fair value of options using an option-pricing model is affected by the Company’s estimated common stock value, as well as assumptions regarding a number of other complex and subjective variables. These assumptions include: Risk-free rate: Risk-free interest rates are derived from U.S. Treasury securities as of the option grant date. Volatility: Volatility of the Company’s stock price is estimated based on a combination of the historical volatility of the Company’s stock price and the historical and implied volatility of comparable publicly traded companies. Expected term: The expected term calculation for option awards considers a combination of the Company’s historical and estimated future exercise behavior. |
Debt Issuance Costs | Debt Issuance Costs The Company incurs debt issuance costs in connection with its debt facilities and related amendments. Amounts paid directly to lenders are classified as issuance costs and are recorded as a reduction of the carrying value of the debt. Debt issuance costs are amortized using the effective interest rate method to interest expense on the Company’s consolidated statements of operations. See Note 11 – Debt |
Convertible Notes | Convertible Notes The Company accounts for convertible notes in accordance with ASC Topic 470-20, Debt with Conversion and Other Options . Convertible notes are classified as liabilities measured at amortized cost, net of debt discounts from the allocation of proceeds. Interest expense is recognized using the effective interest method over the expected term of the debt instrument pursuant to ASC Topic 835, Interest . Beneficial Conversion Feature If the amount allocated to the convertible notes results in an effective per share conversion price that is less than the fair value of the Company’s common stock on the commitment date, the intrinsic value of this beneficial conversion feature is recorded as a discount to the convertible notes, with a corresponding increase to additional paid in capital. The beneficial conversion feature discount is equal to the difference between the effective conversion price and the fair value of the Company’s common stock at the commitment date, unless limited by the remaining proceeds allocated to the convertible notes. |
Earnings per Common Share | Earnings per Common Share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common stock outstanding during the period, without consideration for common stock equivalents. Diluted earnings (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common stock outstanding during the period and potentially dilutive common stock equivalents, including stock options, RSAs, RSUs and warrants, except in cases where the effect of the common stock equivalent would be antidilutive. Under GAAP, certain instruments granted in stock-based payment transactions are considered participating securities prior to vesting and are therefore required to be included in the earnings allocation in calculating earnings per share under the two-class method. Companies are required to treat unvested stock-based payment awards with a right to receive non-forfeitable dividends as a separate class of securities in calculating earnings per share, except in cases where the effect of the inclusion of the participating securities would be antidilutive. |
Fair Value Measurements | Fair Value Measurements The Company records the fair value of assets and liabilities in accordance with ASC Topic 820, Fair Value Measurement . ASC 820 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. Based on the guidance in ASC 820, the Company uses a three-tier fair value hierarchy, prioritizing and defining the types of inputs used to measure fair value depending on the degree to which they are observable. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. The levels are as follows: Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 — Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 — Unobservable inputs reflecting the Company’s own assumptions about the inputs used in pricing the asset or liability at fair value. Certain financial instruments are required to be recorded at fair value. Other financial instruments, including cash, are recorded at cost, which approximates fair value. Additionally, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of these financial instruments. |
Insurance Reserves | Insurance ReservesThe Company maintains insurance coverage for business risks in customary amounts believed to be sufficient for our operations, including, but not limited to, workers’ compensation, auto and general liability. These plans contain various self-insured retention levels for which we provide accruals based on the aggregate of the liability for claims incurred and an estimate for claims incurred but not reported. We review our estimates of claims costs at each reporting period and adjust our estimates when appropriate. We use third-party actuarial specialists to assist in estimating our claims costs. |
Loss Contingencies | Loss Contingencies The Company is involved in various legal proceedings that arise from the normal course of business activities. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. The Company records a liability when the Company believes that it is both probable that a loss has been incurred and the amount of the loss or a range of loss can be reasonably estimated. If the Company determines that a loss is reasonably possible, the Company discloses the possible loss in the notes to the consolidated financial statements, including the amount of the loss or range of loss if estimable. Significant judgment is required to determine both probability and the estimated amount of loss. The Company reviews developments in contingencies that could affect previously recorded provisions and disclosures related to such contingencies and adjusts these provisions and disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. The Company typically recognizes estimated losses from legal contingencies as other expense in the consolidated statement of operations. Legal fees associated with such actions are expensed as incurred and recognized as general and administrative expense in the consolidated statement of operations. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of accounts receivable. From time to time, the Company assesses the credit worthiness of its payment processing service provider and restaurants on the Platform. Credit risk on accounts receivable is minimized through use of a reputable payment processing service provider as well as a diverse group of restaurants dispersed across several geographic areas. The Company has not experienced material losses related to receivables from individual restaurants or groups of restaurants and is not expecting a change from this historical norm. |
Revenue | Revenue The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers . See Note 4 – Revenue for additional details on the Company’s revenue. Revenue from Contracts with Customers Delivery Services Segment The Delivery Services Segment includes operations related to the Company’s technology platform for online ordering and delivery. While food ordering and delivery is the primary component of the Delivery Services Segment, the Company recently added online ordering and delivery of various other products such as flowers, auto parts, alcohol and luxury goods. The Company generates revenue (“Delivery Transaction Fees”) in the Delivery Services Segment primarily when diners or customers place an order on the Platform. Delivery Transaction Fees represent the revenue recognized from the Company’s obligation to process orders on the Platform. The performance obligation is satisfied when the Company successfully processes an order placed on the Platform and the restaurant receives the order at their location. Consistent with the recognition objective in ASC 606, Revenue from Contracts with Customers , the variable consideration due to the Company for processing orders is recognized on a daily basis. The Company is the agent in the transaction as the Platform provides a means for the restaurant to receive orders from customers. 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. In addition to Delivery Transaction Fees, revenue in the Delivery Services Segment includes other revenue sources such as paid placement revenue for prominent positioning of a restaurant on the Platform and revenue related to fees received for the early distribution of earnings to independent contractor drivers. Third-Party Payment Processing Referral Services Segment The Company generates revenue from Third-Party Payment Processing Referral Services 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. Third-party 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 and revenue is recognized by the Company 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 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 6 – Accounts Receivable for additional details on the Company’s accounts receivable. Deferred Contract Costs The Company recognizes an asset for the incremental costs of obtaining a contract with a restaurant and 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. See Note 4 – Revenue for additional details on the Company’s deferred contract costs. 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 Platform meet the capitalization criteria under ASC Topic 340-40, Other Assets and Deferred Costs . Costs related to these implementation activities are deferred and then amortized to operations and support expense on a straight-line basis over the period of benefit, which the Company has determined to be five years. |
Income Taxes | Income Taxes The Company files federal and state income tax returns in each of the jurisdictions in which it operates. The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statement and income tax bases of assets and liabilities using the enacted tax rates applicable in a given year. A valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax assets will not be realized. The Company did not consider future book income as a source of taxable income when assessing if a portion of the deferred tax assets is more likely than not to be realized. However, scheduling the reversal of existing deferred tax liabilities indicated that a portion of the deferred tax assets are not likely to be realized. Therefore, the Company recorded a full valuation allowance against net deferred tax assets as of December 31, 2022 and 2021. In the event the Company determines that it would be able to realize deferred tax assets that have valuation allowances established, an adjustment to the deferred tax assets would be recognized as a component of income tax expense through continuing operations. The calculation of income tax liabilities involves significant judgment in estimating the impact of uncertainties and complex tax laws. The Company’s tax returns are subject to examination by the various federal and state income-taxing authorities in the normal course of business. Such examinations may result in future assessments of additional tax, interest, and penalties. The Company utilizes a two-step approach in recognizing and measuring uncertain tax positions (“tax contingencies”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely to be realized upon ultimate settlement. The Company accounts for income taxes related to tax contingencies and recognizes interest and penalties related to tax contingencies in income tax expense in the consolidated statements of operations. The Company has not recorded any tax contingencies as of December 31, 2022 and 2021. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company considered the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on these consolidated financial statements. 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, Revenue from Contracts with Customers , 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 does not expect ASU 2021-08 will have a material impact on the Company’s disclosures or consolidated financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Useful Lives of Property and Equipment, Net | Useful lives of each asset class are as follows: Equipment 3 years Furniture 5 years Leasehold improvements 7 years Property and equipment, net, consists of the following (in thousands): December 31, December 31, Computer equipment $ 771 $ 10,671 Furniture and fixtures 37 1,280 Leasehold improvements — 353 Total property and equipment 808 12,304 Less: Accumulated depreciation — (8,541) Property and equipment, net $ 808 $ 3,763 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 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): Year Ended December 31, 2022 2021 Delivery Services Segment: Delivery Transaction Fees $ 98,458 $ 175,607 Other revenue 2,606 3,276 Total Delivery Services Segment 101,064 178,883 Third-Party Payment Processing Referral Services Segment (1) 10,737 3,311 Total Revenue $ 111,801 $ 182,194 (1) |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Supplemental Condensed Consolidated Results of Company on an Unaudited Pro Forma Basis | The supplemental consolidated results of the Company on an unaudited pro forma basis as if the Delivery Dudes Acquisition had been consummated on January 1, 2021 are included in the table below (in thousands): Twelve Months Ended Net revenue $ 184,670 Net loss 4,865 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consist of the following (in thousands): December 31, December 31, December 31, Credit card receivables $ 2,334 $ 1,354 $ 3,013 Residual commissions receivable 1,422 1,342 — Receivables from restaurants and customers 596 660 334 Accounts receivable $ 4,352 $ 3,356 $ 3,347 Less: allowance for doubtful accounts and chargebacks (370) (329) (393) Accounts receivable, net $ 3,982 $ 3,027 $ 2,954 |
Schedule of Allowance for Doubtful Accounts | The activity in the allowance for doubtful accounts and chargebacks is as follows (in thousands): December 31, December 31, Balance, beginning of the year $ 329 $ 393 Additions to expense 395 715 Write-offs, net of recoveries and other adjustments (354) (779) Balance, end of the year $ 370 $ 329 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): December 31, December 31, Prepaid insurance expense $ 3,475 $ 6,703 Prepaid software subscriptions 1,401 1,318 Other current assets 1,121 685 Prepaid expenses and other current assets $ 5,997 $ 8,706 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Useful Lives of Property and Equipment, Net | Useful lives of each asset class are as follows: Equipment 3 years Furniture 5 years Leasehold improvements 7 years Property and equipment, net, consists of the following (in thousands): December 31, December 31, Computer equipment $ 771 $ 10,671 Furniture and fixtures 37 1,280 Leasehold improvements — 353 Total property and equipment 808 12,304 Less: Accumulated depreciation — (8,541) Property and equipment, net $ 808 $ 3,763 |
Intangibles Assets and Goodwi_2
Intangibles Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 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 impairment and consist of the following at December 31, 2022 and 2021 (in thousands): As of December 31, 2022 Gross Carrying Amount Accumulated Amortization Accumulated Impairment Intangible Assets, Net Intangible assets subject to amortization: Software $ 40,341 $ (13,542) $ (26,799) $ — Trademarks/Trade name/Patents 6,549 (6,044) (284) 221 Customer Relationships 96,510 (18,647) (72,519) 5,344 Total intangible assets subject to amortization 143,400 (38,233) (99,602) 5,565 Trademarks, not subject to amortization 3,038 — (1,538) 1,500 Total $ 146,438 $ (38,233) $ (101,140) $ 7,065 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 December 31, 2022 is as follows (in thousands): Amortization 2023 $ 992 2024 953 2025 875 2026 867 2027 867 Thereafter 1,011 Total future amortization for intangible assets subject to amortization $ 5,565 |
Schedule of Change in Goodwill | The following table presents changes in the carrying value of goodwill for the Company’s single reporting unit prior to the allocation of goodwill to segments (in thousands). See “Impairments” below for a discussion of goodwill impairment testing for the reporting unit. Balance as of December 31, 2021 $ 130,624 March 15, 2022 impairment (67,190) Balance prior to segment allocation 63,434 September 30, 2022 impairment (51,991) Remaining goodwill to be allocated to segments $ 11,443 Delivery Services Segment Third-Party Payment Processing Referral Services Segment Total Goodwill allocation to segments $ 1,907 $ 9,536 $ 11,443 September 30, 2022 impairment (1,907) — (1,907) Balance as of December 31, 2022 $ — $ 9,536 $ 9,536 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consist of the following (in thousands): December 31, December 31, Accrued insurance expenses $ 7,139 $ 3,932 Accrued estimated workers’ compensation expenses 275 644 Accrued medical contingency 366 370 Accrued legal contingency 1,250 1,250 Accrued sales tax payable 307 175 Accrued cash incentives 52 3,130 Other accrued expenses 3,105 3,685 Unclaimed property 2,795 2,372 Other current liabilities 2,307 3,751 Total other current liabilities $ 17,596 $ 19,309 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt Obligations | The Company’s outstanding debt obligations are as follows (in thousands): Coupon Rate Range in 2021 and 2022 Effective Interest Rate at December 31, 2022 Maturity December 31, December 31, Term Loan 5.125% - 7.125% 13.37% May 2024 $ 12,579 $ 35,007 Notes 4.0% - 6.0% 4.87% May 2024 42,523 49,504 $ 55,102 $ 84,511 Less: unamortized debt issuance costs on Term Loan (992) (2,099) Less: unamortized debt issuance costs on Notes (209) (435) Long term debt - related party $ 53,901 $ 81,977 Short-term loans for insurance financing 4.35% - 6.96% n/a February 2023 - September 2023 1,892 3,142 Total outstanding debt $ 55,793 $ 85,119 |
Annual Maturities of Outstanding Debt, Net of Discounts | Annual maturities of outstanding debt, net of discounts are as follows (in thousands): Debt Maturity 2023 $ 1,892 2024 53,901 Total debt $ 55,793 |
Interest Expense Related to the Notes | Interest expense related to the Notes was comprised of the following for the years ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Contractual interest expense $ 2,711 $ 2,389 Amortization of debt discount 175 856 $ 2,886 $ 3,245 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Federal and State Income Taxes | The provision for federal and state income taxes consists of the following (in thousands): Year Ended December 31, 2022 2021 Current Federal $ — $ — State 80 24 Deferred Federal — — State — — Income tax expense $ 80 $ 24 |
Summary of Differences between Income Taxes Expected by Applying the U.S. Federal Statutory Tax Rate and the Amount of Income Taxes | The differences between income taxes expected by applying the U.S. federal statutory tax rate of 21% and the amount of income taxes provided for are as follows (in thousands): Year Ended December 31, 2022 2021 Tax at statutory rate $ (43,409) $ (1,093) State income taxes (5,296) (281) Stock-based compensation 836 (62) Non-deductible expenses 901 286 Interest expense 606 674 Work opportunity tax credit 10 516 Goodwill and acquired intangibles 4,148 — Other 1,983 (15) Deferred tax asset revisions — (689) Change in valuation allowance 40,301 688 Income tax expense $ 80 $ 24 |
Summary of Tax Effects of Temporary Differences Giving Rise to Deferred Income Tax Assets and Liabilities | The tax effects of temporary differences giving rise to deferred income tax assets and liabilities are as follows (in thousands): As of December 31, 2022 2021 Deferred tax assets: Stock-based compensation $ 1,651 $ 1,467 Incentive compensation 12 773 Medical contingency 85 105 Bad debt reserve 86 81 Charitable contribution carryover 43 35 Unearned revenue 198 118 Workers’ compensation reserve 69 159 Lease obligation 1,038 1,187 Legal reserve 290 309 Non-deductible goodwill 33,879 14,894 Non-deductible other intangibles 23,253 16,034 Net operating losses 54,583 40,824 Work opportunity tax credit 11,539 11,551 Interest expense carryforward 1,540 955 Total deferred tax assets 128,266 88,492 Valuation allowance (122,196) (81,895) Net deferred tax assets 6,070 6,597 Deferred tax liabilities: Fixed assets (3,770) (4,383) Capitalized contract costs (1,150) (1,075) Right-of-use asset (1,003) (1,069) Prepaids (147) (70) Total deferred tax liabilities $ (6,070) $ (6,597) Net deferred tax asset (liability) $ — $ — |
Schedule of Net Operating Loss Carry Forwards and Tax Credit Carry Forwards | The Company has the following net operating loss carryforwards and tax credit carryforwards (in thousands): As of December 31, Beginning Year of Expiration 2022 2021 Federal net operating losses $ 211,421 $ 167,362 2034 State net operating losses 189,973 149,206 2034 Tax credit carryforwards 11,539 11,551 2037 Total carryforwards $ 412,933 $ 328,119 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Supplemental Cash Flow Information, Weighted-Average Discount Rate, and Weighted-Average Remaining Lease Term for Operating Leases | The following table presents supplemental cash flow information and the weighted-average discount rate for the year ended December 31, 2022 and the weighted-average remaining lease term for the Company’s operating leases as of December 31, 2022: Twelve Months Ended December 31, 2022 Cash paid for operating lease liabilities (in thousands) $ 1,513 Weighted-average remaining lease term (years) 3.3 years Weighted-average discount rate 5 % |
Summary of Future Minimum Lease Payments | As of December 31, 2022, the future minimum lease payments required under non-cancelable operating leases were as follows (in thousands): Amount 2023 $ 1,154 2024 874 2025 825 2026 536 Total future lease payments $ 3,389 Less: imputed interest (287) Present value of operating lease liabilities $ 3,102 |
Stock-Based Awards and Cash-B_2
Stock-Based Awards and Cash-Based Awards (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Assumptions Using Option-pricing Model for Grant Date Fair Value | Assumptions used in determining the fair value of stock option grants during the year ended December 31, 2021 are as follows: 2021 Weighted-average fair value at grant $43.80 Risk free interest rate 0.46% Expected volatility 131.4% Expected option life (years) 3.59 |
Schedule of Stock Option Activity under Incentive Plans | The stock option activity under the Company’s incentive plans during the years ended December 31, 2022 and 2021 is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value Balance, December 31, 2020 487,619 $ 8.60 $ 6.60 Granted 25,000 55.60 43.80 Exercised (702) 18.60 91.20 Forfeited (26,530) 59.00 46.40 Expired (2,620) 105.60 103.60 Balance, December 31, 2021 482,767 $ 7.74 $ 5.58 Expired (1,742) 52.91 95.23 Balance, December 31, 2022 481,025 $ 7.58 $ 5.25 |
Schedule of Outstanding Stock Options Fully Vested and Expected to Vest and Exercisable | Outstanding stock options, which were fully vested and expected to vest and exercisable are as follows as of December 31, 2022 and 2021: As of December 31, 2022 As of December 31, 2021 Options Fully Vested and Expected to Vest Options Exercisable Options Fully Vested and Expected to Vest Options Exercisable Number of Options 481,025 481,025 482,767 243,501 Weighted-average remaining contractual term (years) 2.02 2.02 3.03 3.06 Weighted-average exercise price $ 7.58 $ 7.58 $ 7.80 $ 8.00 Aggregate Intrinsic Value (in thousands) $ — $ — $ 3,543 $ 1,773 |
Schedule of Restricted Stock Activity Under Incentive Plans | The activity for restricted stock with time-based vesting under the Company’s incentive plans is as follows for the years ended December 31, 2022 and 2021: Number of Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (years) Nonvested at December 31, 2020 227,934 $ 44.60 1.71 Granted 399,795 42.00 Shares vested (152,573) 42.00 Forfeitures (44,428) 45.40 Nonvested at December 31, 2021 430,728 $ 42.97 2.50 Granted 439,500 8.07 Shares vested (115,684) 38.97 Forfeitures (142,353) 18.25 Nonvested at December 31, 2022 612,191 $ 24.42 2.05 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Summary of Details Pursuant to the ATM Program | Details of sales pursuant to the ATM Program are included in the table below. See Note 20 – Subsequent Events for additional details on the August 2022 ATM Program Sales during the year ended December 31, 2022 November 2021 ATM Program August 2022 ATM Program Total Total shares sold 603,749 3,381,350 3,985,099 Average sales price per share $ 11.94 $ 1.67 $ 3.23 Gross proceeds (in thousands) $ 7,211 $ 5,660 $ 12,871 Net proceeds (in thousands) $ 7,120 $ 5,545 $ 12,665 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 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 December 31, 2022 and 2021 (in thousands): As of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ — $ — Total liabilities measured and recorded at fair value $ — $ — $ — $ — 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 Liabilities Classified as Level 3 Financial Instruments | The following table presents a reconciliation of the accrued Medical Contingency liability which was classified as a Level 3 financial instrument prior to March 31, 2022 (in thousands): Medical Contingency Year Ended December 31, 2022 2021 Balance, beginning of the period $ 423 $ 17,435 Increases/additions — 84 Reductions/settlements (53) (17,096) Transfers out of Level 3 (370) — Balance, end of the period $ — $ 423 Contingent Consideration Year Ended December 31, 2022 2021 Balance, beginning of the period $ 1,939 $ — Additions — 1,686 Increase (decrease) in fair value (1,939) 253 Reductions/settlements — — Balance, end of the period $ — $ 1,939 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Reconciliation of Total Segment Adjusted EBITDA to Income (Loss) From Operations | The following table presents information about our segments, with a reconciliation of total segments adjusted EBITDA to net loss from continuing operations of the consolidated Company (in thousands): Year Ended December 31, 2022 2021 Segments adjusted EBITDA: Delivery Services Segment $ (15,995) $ 14,800 Third-Party Payment Processing Referral Services Segment 447 756 Total segments adjusted EBITDA (15,548) 15,556 Reconciling items: Interest expense (5,664) (7,074) Income taxes (80) (24) Depreciation and amortization expense (13,296) (12,429) Goodwill impairment (121,088) — Stock-based compensation expense (5,703) (7,974) Loss on disposal of assets (288) (158) Intangible and other asset impairments (32,957) (186) Induced conversion expense related to Notes (9,499) — Change in fair value of contingent consideration liability 1,939 (253) Medical contingency change in estimate — 16,715 Transaction related expenditures and other non-recurring adjustments (3,805) (3,452) Accrued legal contingency and reserve (800) (5,950) Net loss from continuing operations $ (206,789) $ (5,229) |
Loss Per Share Attributable t_2
Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Earnings (Loss) Per Share Attributable to Common Stockholders | The calculation of basic and diluted loss per share attributable to common stockholders for the years ended December 31, 2022 and 2021 is as follows (in thousands, except share and per share data): Year Ended December 31, 2022 2021 Basic and diluted loss per share: Net loss attributable to common stockholders - basic and diluted $ (206,789) $ (5,229) Weighted average number of shares outstanding - basic and diluted 8,991,262 6,029,671 Basic and diluted loss per common share $ (23.00) $ (0.87) |
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 anti-dilutive: Year Ended December 31, 2022 2021 Antidilutive shares underlying stock-based awards: Stock options 481,025 482,767 Restricted stock units 768,907 588,694 Warrants (see Note 15 – Stockholders’ Equity ) — 28,735 |
Organization - Narrative (Detai
Organization - Narrative (Details) | Nov. 18, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Stock split conversion ratio | 0.05 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Jun. 30, 2022 segment | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |
Accounting Polices [Line Items] | ||||
Number of operating segments | segment | 2 | 1 | 2 | |
Cash supporting letter of credit outstanding | $ 601,000 | $ 601,000 | ||
Restaurant liability | $ 1,282,000 | 1,282,000 | $ 3,327,000 | |
Intangible and other asset impairments | 32,957,000 | 186,000 | ||
Goodwill impairment | 121,088,000 | 0 | ||
Tax contingencies | $ 0 | 0 | ||
ASU 2016-02 | ||||
Accounting Polices [Line Items] | ||||
Incremental borrowing rate | 5% | |||
Software to be Sold, Leased, or Marketed | ||||
Accounting Polices [Line Items] | ||||
Useful life of finite-lived intangible asset | 3 years | |||
Internal Use Software | ||||
Accounting Polices [Line Items] | ||||
Useful life of finite-lived intangible asset | 3 years | |||
Customer Relationships | ||||
Accounting Polices [Line Items] | ||||
Useful life of finite-lived intangible asset | 7 years 6 months | |||
Intangible and other asset impairments | $ 15,141,000 | |||
Trade Names | ||||
Accounting Polices [Line Items] | ||||
Useful life of finite-lived intangible asset | 3 years | |||
Intangible and other asset impairments | $ 1,822,000 | |||
Sales and Marketing Expense | ||||
Accounting Polices [Line Items] | ||||
Advertising expense | $ 6,896,000 | $ 4,681,000 | ||
Minimum | ||||
Accounting Polices [Line Items] | ||||
Accounts receivable collection period from the date revenue generated | 1 day | |||
Percentage of tax benefit realized upon ultimate settlement | 0.50 | |||
Maximum | ||||
Accounting Polices [Line Items] | ||||
Accounts receivable collection period from the date revenue generated | 6 days |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Useful Lives of Property and Equipment, net (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Equipment | |
Accounting Polices [Line Items] | |
Property and equipment, estimated useful life | 3 years |
Furniture | |
Accounting Polices [Line Items] | |
Property and equipment, estimated useful life | 5 years |
Leasehold improvements | |
Accounting Polices [Line Items] | |
Property and equipment, estimated useful life | 7 years |
Going Concern - Narrative (Deta
Going Concern - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Oct. 05, 2022 | May 09, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Substantial Doubt About Going Concern [Line Items] | ||||
Accumulated deficit | $ 575,924 | $ 369,135 | ||
Net cash used in operating activities | 28,716 | 2,341 | ||
Repayments of long-term debt | 22,945 | 14,472 | ||
Cash | $ 12,066 | $ 60,111 | ||
May 2022 Amended Debt Agreement | Term Loan | ||||
Substantial Doubt About Going Concern [Line Items] | ||||
Repayments of long-term debt | $ 1,676 | $ 20,000 |
Revenue - Disaggregated Revenue
Revenue - Disaggregated Revenue by Offering (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 111,801 | $ 182,194 |
Delivery Services Segment | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 101,064 | 178,883 |
Third-Party Payment Processing Referral Services Segment | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 10,737 | 3,311 |
Delivery Transaction Fees | Delivery Services Segment | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 98,458 | 175,607 |
Other revenue | Delivery Services Segment | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 2,606 | $ 3,276 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Costs To Obtain Contract With Customer | ||
Capitalized Contract Cost [Line Items] | ||
Capitalized sales incentives amortization period | 5 years | |
Deferred costs | $ 3,128 | $ 2,968 |
Deferred costs, current | 1,032 | 818 |
Amortization expense | $ 905 | 712 |
Costs To Fulfill Contract With Customer | ||
Capitalized Contract Cost [Line Items] | ||
Capitalized sales incentives amortization period | 5 years | |
Deferred costs | $ 1,834 | 1,385 |
Deferred costs, current | 527 | 352 |
Amortization expense | $ 453 | $ 252 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Aug. 25, 2021 | Mar. 11, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cape Payment Companies | ||||
Business Acquisition [Line Items] | ||||
Business combination, cash consideration | $ 12,032 | |||
Value per share (in dollars per share) | $ 24.80 | |||
Earnout provision | $ 1,686 | $ 0 | $ 1,939 | |
Cape Payment Companies | Common stock | ||||
Business Acquisition [Line Items] | ||||
Shares transferred at closing (in shares) | 128,205 | |||
Delivery Dudes | ||||
Business Acquisition [Line Items] | ||||
Business combination, cash consideration | $ 11,500 | |||
Value per share (in dollars per share) | $ 59.20 | |||
Business acquisition, direct and incremental costs | $ 0 | $ 1,614 | ||
Delivery Dudes | Common stock | ||||
Business Acquisition [Line Items] | ||||
Shares transferred at closing (in shares) | 178,129 |
Business Combinations - Summary
Business Combinations - Summary of Supplemental Condensed Consolidated Results of Company on an Unaudited Pro Forma Basis (Details) - Delivery Dudes $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | |
Net revenue | $ 184,670 |
Net loss | $ 4,865 |
Accounts Receivable, Net - Sche
Accounts Receivable, Net - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | |||
Credit card receivables | $ 2,334 | $ 1,354 | $ 3,013 |
Residual commissions receivable | 1,422 | 1,342 | 0 |
Receivables from restaurants and customers | 596 | 660 | 334 |
Accounts receivable | 4,352 | 3,356 | 3,347 |
Less: allowance for doubtful accounts and chargebacks | (370) | (329) | (393) |
Accounts receivable, net | $ 3,982 | $ 3,027 | $ 2,954 |
Accounts Receivable, Net - Sc_2
Accounts Receivable, Net - Schedule of Allowance for Doubtful Accounts - (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance, beginning of the year | $ 329 | $ 393 |
Additions to expense | 395 | 715 |
Write-offs, net of recoveries and other adjustments | (354) | (779) |
Balance, end of the year | $ 370 | $ 329 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid insurance expense | $ 3,475 | $ 6,703 |
Prepaid software subscriptions | 1,401 | 1,318 |
Other current assets | 1,121 | 685 |
Prepaid expenses and other current assets | $ 5,997 | $ 8,706 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and equipment are stated at cost less accumulated depreciation (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Furniture and fixtures | ||
Total property and equipment | $ 808 | $ 12,304 |
Less: Accumulated depreciation | 0 | (8,541) |
Property and equipment, net | 808 | 3,763 |
Computer equipment | ||
Furniture and fixtures | ||
Total property and equipment | 771 | 10,671 |
Furniture and fixtures | ||
Furniture and fixtures | ||
Total property and equipment | 37 | 1,280 |
Leasehold improvements | ||
Furniture and fixtures | ||
Total property and equipment | $ 0 | $ 353 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 2,080 | $ 3,200 |
Property and equipment tested for impairment | 1,782 | |
Property and equipment impairment charge | $ 974 |
Intangibles Assets and Goodwi_3
Intangibles Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 143,400 | $ 138,745 |
Accumulated Amortization | (38,233) | (29,473) |
Accumulated Impairment | (99,602) | (69,157) |
Total future amortization for intangible assets subject to amortization | 5,565 | 40,115 |
Total, Gross Carrying Amount | 146,438 | 141,756 |
Accumulated Impairment | (101,140) | (69,157) |
Total, Intangible Assets, Net | 7,065 | 43,126 |
Trademarks | ||
Intangible Assets [Line Items] | ||
Trademarks, not subject to amortization, gross | 3,038 | 3,011 |
Trademarks, not subject to amortization, accumulated impairment | (1,538) | |
Trademarks, not subject to amortization | 1,500 | 3,011 |
Software | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 40,341 | 35,686 |
Accumulated Amortization | (13,542) | (9,632) |
Accumulated Impairment | (26,799) | (11,779) |
Total future amortization for intangible assets subject to amortization | 0 | 14,275 |
Trademarks/Trade name/Patents | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,549 | 6,549 |
Accumulated Amortization | (6,044) | (5,585) |
Accumulated Impairment | (284) | |
Total future amortization for intangible assets subject to amortization | 221 | 964 |
Customer Relationships | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 96,510 | 96,510 |
Accumulated Amortization | (18,647) | (14,256) |
Accumulated Impairment | (72,519) | (57,378) |
Total future amortization for intangible assets subject to amortization | $ 5,344 | $ 24,876 |
Intangibles Assets and Goodwi_4
Intangibles Assets and Goodwill - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 USD ($) reportingUnit | Mar. 31, 2022 USD ($) | Jun. 30, 2022 reportingUnit | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Goodwill [Line Items] | |||||
Capitalized computer software costs | $ 7,439 | ||||
Amortization expense | 11,216 | $ 9,229 | |||
Number of reporting units | reportingUnit | 2 | 1 | |||
Goodwill impairment | 121,088 | 0 | |||
Intangible and other asset impairments | 32,957 | $ 186 | |||
Property and equipment impairment charge | 974 | ||||
Developed Technology | |||||
Goodwill [Line Items] | |||||
Intangible and other asset impairments | 15,020 | ||||
Customer Relationships | |||||
Goodwill [Line Items] | |||||
Intangible and other asset impairments | 15,141 | ||||
Trade Names | |||||
Goodwill [Line Items] | |||||
Intangible and other asset impairments | $ 1,822 | ||||
One Reporting Unit | |||||
Goodwill [Line Items] | |||||
Goodwill impairment | $ 51,991 | $ 67,190 | |||
Two Reporting Units | |||||
Goodwill [Line Items] | |||||
Goodwill impairment | 1,907 | ||||
Two Reporting Units | Delivery Services Segment | |||||
Goodwill [Line Items] | |||||
Goodwill impairment | $ 1,907 |
Intangibles Assets and Goodwi_5
Intangibles Assets and Goodwill - Schedule of Estimated Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 992 | |
2024 | 953 | |
2025 | 875 | |
2026 | 867 | |
2027 | 867 | |
Thereafter | 1,011 | |
Total future amortization for intangible assets subject to amortization | $ 5,565 | $ 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 | ||
Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | ||||
Goodwill, beginning balance | $ 130,624 | $ 130,624 | ||
Goodwill impairment | 121,088 | $ 0 | ||
Goodwill, ending balance | 9,536 | 130,624 | ||
One Reporting Unit | ||||
Goodwill [Line Items] | ||||
Goodwill, beginning balance | $ 63,434 | 130,624 | 130,624 | |
Goodwill impairment | 51,991 | $ 67,190 | ||
Goodwill, ending balance | 11,443 | $ 130,624 | ||
Two Reporting Units | ||||
Goodwill [Line Items] | ||||
Goodwill, beginning balance | 11,443 | |||
Goodwill impairment | 1,907 | |||
Goodwill, ending balance | 9,536 | |||
Two Reporting Units | Delivery Services Segment | ||||
Goodwill [Line Items] | ||||
Goodwill, beginning balance | 1,907 | |||
Goodwill impairment | 1,907 | |||
Goodwill, ending balance | 0 | |||
Two Reporting Units | Third-Party Payment Processing Referral Services Segment | ||||
Goodwill [Line Items] | ||||
Goodwill, beginning balance | 9,536 | |||
Goodwill impairment | $ 0 | |||
Goodwill, ending balance | $ 9,536 |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Accrued insurance expenses | $ 7,139 | $ 3,932 |
Accrued estimated workers’ compensation expenses | 275 | 644 |
Accrued medical contingency | 366 | 370 |
Accrued legal contingency | 1,250 | 1,250 |
Accrued sales tax payable | 307 | 175 |
Accrued cash incentives | 52 | 3,130 |
Other accrued expenses | 3,105 | 3,685 |
Unclaimed property | 2,795 | 2,372 |
Other current liabilities | 2,307 | 3,751 |
Total other current liabilities | $ 17,596 | $ 19,309 |
Debt - Schedule of Debt Obligat
Debt - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 55,102 | $ 84,511 |
Long term debt - related party | 53,901 | 81,977 |
Short-term loans for insurance financing | 1,892 | 3,142 |
Total outstanding debt | $ 55,793 | $ 85,119 |
Minimum | ||
Debt Instrument [Line Items] | ||
Coupon Rate Range in 2021 and 2022 | 4.35% | 4.35% |
Maximum | ||
Debt Instrument [Line Items] | ||
Coupon Rate Range in 2021 and 2022 | 6.96% | 6.96% |
Term Loan | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate at December 31, 2022 | 13.37% | |
Long-term debt, gross | $ 12,579 | $ 35,007 |
Less: unamortized debt issuance costs | $ (992) | $ (2,099) |
Term Loan | Minimum | ||
Debt Instrument [Line Items] | ||
Coupon Rate Range in 2021 and 2022 | 5.125% | 5.125% |
Term Loan | Maximum | ||
Debt Instrument [Line Items] | ||
Coupon Rate Range in 2021 and 2022 | 7.125% | 7.125% |
Notes | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate at December 31, 2022 | 4.87% | |
Long-term debt, gross | $ 42,523 | $ 49,504 |
Less: unamortized debt issuance costs | (209) | (435) |
Long term debt - related party | $ 42,314 | $ 49,069 |
Notes | Minimum | ||
Debt Instrument [Line Items] | ||
Coupon Rate Range in 2021 and 2022 | 4% | 4% |
Notes | Maximum | ||
Debt Instrument [Line Items] | ||
Coupon Rate Range in 2021 and 2022 | 6% | 6% |
Debt - Annual Maturities of Out
Debt - Annual Maturities of Outstanding Debt, Net of Discounts (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 1,892 | |
2024 | 53,901 | |
Total outstanding debt | $ 55,793 | $ 85,119 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||
Nov. 08, 2022 | Oct. 05, 2022 USD ($) | Jul. 22, 2022 USD ($) $ / shares | May 13, 2022 USD ($) $ / shares | May 09, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Sep. 30, 2022 USD ($) shares | Jun. 30, 2022 shares | Nov. 07, 2022 | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | May 12, 2022 | |
Debt Instrument [Line Items] | ||||||||||||||
Contractual interest expense | $ 5,664 | $ 7,074 | ||||||||||||
Long-term debt | $ 53,901 | $ 53,901 | $ 53,901 | $ 53,901 | 81,977 | |||||||||
Notes to common stock convertible rate (in dollars per share) | $ / shares | $ 131.02 | $ 131.02 | $ 131.02 | $ 131.02 | ||||||||||
Prepayments of long-term debt | $ 22,945 | 14,472 | ||||||||||||
Induced conversion expense related to notes | 9,499 | $ 0 | ||||||||||||
Stock issued for conversion of notes | $ 16,947 | |||||||||||||
Common stock | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stock issued for conversion of notes (in shares) | shares | 1,570,575 | |||||||||||||
Stock issued for conversion of notes | $ 3 | |||||||||||||
Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate per annum | 6.96% | 6.96% | ||||||||||||
May 2022 Conversion Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Outstanding principal amount authorized for common stock conversion | $ 750 | |||||||||||||
Debt conversion ratio | 0.294 | |||||||||||||
Induced conversion expense related to notes | $ 930 | |||||||||||||
Stock issued for conversion of notes | 1,673 | |||||||||||||
Net reduction of notes | $ 743 | |||||||||||||
May 2022 Conversion Agreement | Common stock | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Share price (in dollars per share) | $ / shares | $ 3.40 | |||||||||||||
Stock issued for conversion of notes (in shares) | shares | 220,575 | |||||||||||||
July 2022 Conversion Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Outstanding principal amount authorized for common stock conversion | $ 6,750 | |||||||||||||
Debt conversion ratio | 0.200 | |||||||||||||
Induced conversion expense related to notes | $ 8,569 | |||||||||||||
Stock issued for conversion of notes | 15,275 | |||||||||||||
Net reduction of notes | $ 6,706 | |||||||||||||
July 2022 Conversion Agreement | Common stock | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Share price (in dollars per share) | $ / shares | $ 5 | |||||||||||||
Stock issued for conversion of notes (in shares) | shares | 1,350,000 | |||||||||||||
Term Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Contractual interest expense | $ 517 | |||||||||||||
Term Loan | Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate per annum | 7.125% | 7.125% | ||||||||||||
Term Loan | November 2022 Amended Debt Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Percent of common stock proceeds applied to prepayment of debt | 60% | |||||||||||||
Prepayments of long-term debt | $ 1,269 | |||||||||||||
Term Loan | May 2022 Amended Debt Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Percent of common stock proceeds applied to prepayment of debt | 50% | |||||||||||||
Maturity date extension period | 6 months | |||||||||||||
Prepayments of long-term debt | $ 1,676 | $ 20,000 | ||||||||||||
Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Contractual interest expense | $ 554 | $ 669 | $ 2,711 | $ 2,389 | ||||||||||
Long-term debt | $ 42,314 | $ 42,314 | 42,314 | $ 42,314 | $ 49,069 | |||||||||
Percent of paid-in kind interest | 50% | |||||||||||||
Paid-in-kind interest | $ 184 | $ 335 | ||||||||||||
Notes | Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate per annum | 6% | 6% | ||||||||||||
Notes | November 2022 Amended Debt Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Percent of paid-in kind interest | 33% | |||||||||||||
Percent of common stock proceeds applied to prepayment of debt | 60% | |||||||||||||
Notes | November 2022 Amended Debt Agreement | Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate per annum | 4.50% | |||||||||||||
Notes | May 2022 Amended Debt Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Percent of common stock proceeds applied to prepayment of debt | 50% | |||||||||||||
Maturity date extension period | 6 months |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 5,664 | $ 7,074 | ||
Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 554 | $ 669 | 2,711 | 2,389 |
Amortization of debt discount | 175 | 856 | ||
Total interest expense, excluding amortization | $ 2,886 | $ 3,245 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Federal and State Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current | ||
Federal | $ 0 | $ 0 |
State | 80 | 24 |
Deferred | ||
Federal | 0 | 0 |
State | 0 | 0 |
Income tax expense | $ 80 | $ 24 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory income tax rate | 21% | |
Valuation allowance | $ 122,196 | $ 81,895 |
Income Taxes - Summary of Diffe
Income Taxes - Summary of Differences between Income Taxes Expected by Applying the U.S. Federal Statutory Tax Rate of 21% and the Amount of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Tax at statutory rate | $ (43,409) | $ (1,093) |
State income taxes | (5,296) | (281) |
Stock-based compensation | 836 | (62) |
Non-deductible expenses | 901 | 286 |
Interest expense | 606 | 674 |
Work opportunity tax credit | 10 | 516 |
Goodwill and acquired intangibles | 4,148 | 0 |
Other | 1,983 | (15) |
Deferred tax asset revisions | 0 | (689) |
Change in valuation allowance | 40,301 | 688 |
Income tax expense | $ 80 | $ 24 |
Income Taxes - Summary of Tax E
Income Taxes - Summary of Tax Effects of Temporary Differences to Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Stock-based compensation | $ 1,651 | $ 1,467 |
Incentive compensation | 12 | 773 |
Medical contingency | 85 | 105 |
Bad debt reserve | 86 | 81 |
Charitable contribution carryover | 43 | 35 |
Unearned revenue | 198 | 118 |
Workers’ compensation reserve | 69 | 159 |
Lease obligation | 1,038 | 1,187 |
Legal reserve | 290 | 309 |
Non-deductible goodwill | 33,879 | 14,894 |
Non-deductible other intangibles | 23,253 | 16,034 |
Net operating losses | 54,583 | 40,824 |
Work opportunity tax credit | 11,539 | 11,551 |
Interest expense carryforward | 1,540 | 955 |
Total deferred tax assets | 128,266 | 88,492 |
Valuation allowance | (122,196) | (81,895) |
Net deferred tax assets | 6,070 | 6,597 |
Deferred tax liabilities: | ||
Fixed assets | (3,770) | (4,383) |
Capitalized contract costs | (1,150) | (1,075) |
Right-of-use asset | (1,003) | (1,069) |
Prepaids | (147) | (70) |
Total deferred tax liabilities | (6,070) | (6,597) |
Net deferred tax asset (liability) | $ 0 | $ 0 |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Operating Loss Carry Forwards and Tax Credit Carry Forwards (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Federal net operating losses | $ 211,421 | $ 167,362 |
State net operating losses | 189,973 | 149,206 |
Tax credit carryforwards | 11,539 | 11,551 |
Total carryforwards | $ 412,933 | $ 328,119 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jul. 23, 2022 USD ($) | Jul. 01, 2021 USD ($) | Jun. 22, 2021 USD ($) | Nov. 30, 2022 plaintiff | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Apr. 30, 2019 partner | |
Loss Contingencies [Line Items] | ||||||||
Sales and marketing | $ 29,388 | $ 19,198 | ||||||
Operating lease right-of-use assets | 2,917 | 4,327 | ||||||
Operating lease liabilities | 1,023 | 1,581 | ||||||
Operating lease liabilities, net of current portion | $ 2,079 | $ 3,034 | ||||||
Operating Lease Income, Comprehensive Income, Extensible List, Not Disclosed Flag | operating lease costs | operating lease costs | ||||||
Operating lease costs | $ 1,744 | $ 1,911 | ||||||
Sublease income | 225 | 114 | ||||||
Outstanding workers compensation and auto policy claims | 7,349 | 4,305 | ||||||
Cash paid to plaintiff | $ 4,700 | 4,700 | ||||||
One-time settlement, extension period | 8 months | 8 months | ||||||
One-time settlement payment | $ 800 | $ 800 | 800 | |||||
Number of restaurant partners | partner | 10,000 | |||||||
Estimated litigation liability | $ 1,250 | |||||||
Jenson et al. v. Bitesquad.com, LLC | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of plaintiffs | plaintiff | 3 | |||||||
MetLife Sponsorship Agreement | ||||||||
Loss Contingencies [Line Items] | ||||||||
Term of sponsorship agreement | 5 years | |||||||
Sponsorship fees | $ 9,128 | |||||||
Sponsorship fees, year one | 1,650 | |||||||
Sponsorship fees, year two | 1,732 | |||||||
Sponsorship fees, year three | 1,820 | |||||||
Sponsorship fees, year four | 1,920 | |||||||
Sponsorship fees, year five | $ 2,006 | |||||||
Sales and marketing | $ 1,650 |
Commitment and Contingencies -
Commitment and Contingencies - Supplemental Cash Flow Information, Weighted-Average Discount Rate, and Weighted-Average Remaining Lease Term for Operating Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Cash paid for operating lease liabilities (in thousands) | $ 1,513 |
Weighted-average remaining lease term (years) | 3 years 3 months 18 days |
Weighted-average discount rate | 5% |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Lease Payments (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 1,154 |
2024 | 874 |
2025 | 825 |
2026 | 536 |
Total future lease payments | 3,389 |
Less: imputed interest | (287) |
Present value of operating lease liabilities | $ 3,102 |
Stock-Based Awards and Cash-B_3
Stock-Based Awards and Cash-Based Awards - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jan. 01, 2023 | Apr. 23, 2020 | Apr. 30, 2020 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Options | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Compensation expense | $ 33 | $ 1,248 | |||||
Unrecognized compensation cost related to nonvested | $ 0 | ||||||
Aggregate intrinsic value of awards exercised | $ 0 | $ 22 | |||||
2018 Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock, reserved for issuance (in shares) | 353,539 | ||||||
Increases in shares reserved for issuance, percentage of outstanding shares of common stock | 5% | ||||||
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 | $ 40 | ||||||
Bonus payable, amount | $ 5,000 | ||||||
2018 Incentive Plan | Stock Options | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Grants under plan (in shares) | 25,000 | 0 | 25,000 | ||||
2018 Incentive Plan | Grimstad RSU Grant | Grimstad Option | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Compensation expense | $ 0 | ||||||
Performance-based RSUs outstanding (in shares) | 156,716 | ||||||
Aggregate grant date fair value | $ 3,542 | ||||||
2018 Incentive Plan | Restricted Stock Units (RSUs) | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Compensation expense | $ 5,670 | $ 6,726 | |||||
Unrecognized compensation cost related to nonvested | $ 10,166 | ||||||
Performance-based RSUs outstanding (in shares) | 612,191 | 430,728 | 227,934 | ||||
Aggregate grant date fair value | $ 3,545 | ||||||
Granted (in shares) | 439,500 | 399,795 | |||||
Unrecognized compensation cost related to nonvested expected to be recognized over weighted average period | 2 years 18 days | ||||||
Grant date fair value of restricted shares vested | $ 548 | $ 6,812 | |||||
2018 Incentive Plan | Restricted Stock Units (RSUs) | Employees And Consultants | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
2018 Incentive Plan | Subsequent Event | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Increase number of shares of common stock reserved for issuance of equity-based awards (in shares) | 688,044 | ||||||
Amended 2014 Stock Plan and 2018 Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Compensation expense | $ 5,703 | $ 7,974 |
Stock-Based Awards and Cash-B_4
Stock-Based Awards and Cash-Based Awards - Schedule of Assumptions Using Option-pricing Model for Grant Date Fair Value (Details) - Stock Options | 12 Months Ended |
Dec. 31, 2021 $ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted-average fair value at grant | $ 43.80 |
Risk free interest rate | 0.46% |
Expected volatility | 131.40% |
Expected option life (years) | 3 years 7 months 2 days |
Stock-Based Awards and Cash-B_5
Stock-Based Awards and Cash-Based Awards - Schedule of Stock Option Activity under Incentive Plans (Details) - Stock Options - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted Average Grant Date Fair Value | |||
Granted (in dollars per share) | $ 43.80 | ||
2018 Incentive Plan | |||
Number of Shares | |||
Beginning balance (in shares) | 482,767 | 482,767 | 487,619 |
Granted (in shares) | 25,000 | 0 | 25,000 |
Exercised (in shares) | (702) | ||
Forfeited (in shares) | (26,530) | ||
Expired (in shares) | (1,742) | (2,620) | |
Ending balance (in shares) | 481,025 | 482,767 | |
Weighted Average Exercise Price | |||
Beginning balance (in dollars per share) | $ 7.74 | $ 7.74 | $ 8.60 |
Granted (in dollars per share) | 55.60 | ||
Exercised (in dollars per share) | 18.60 | ||
Forfeited (in dollars per share) | 59 | ||
Expired (in dollars per share) | 52.91 | 105.60 | |
Ending balance (in dollars per share) | 7.58 | 7.74 | |
Weighted Average Grant Date Fair Value | |||
Beginning balance (in dollars per share) | $ 5.58 | 5.58 | 6.60 |
Granted (in dollars per share) | 43.80 | ||
Exercised (in dollars per share) | 91.20 | ||
Forfeited (in dollars per share) | 46.40 | ||
Exercised (in dollars per share) | 95.23 | 103.60 | |
Ending balance (in dollars per share) | $ 5.25 | $ 5.58 |
Stock-Based Awards and Cash-B_6
Stock-Based Awards and Cash-Based Awards - Schedule of Outstanding Stock Options Fully Vested and Expected to Vest and Exercisable (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of options fully vested and expected to vest (in shares) | 481,025 | 482,767 |
Weighted-average remaining contractual term (years) of options fully vested and expected to vest | 2 years 7 days | 3 years 10 days |
Weighted-average exercise price of options fully vested and expected to vest (in dollars per share) | $ 7.58 | $ 7.80 |
Aggregate Intrinsic Value (in thousands) of options fully vested and expected to vest | $ 0 | $ 3,543 |
Number of options exercisable (in shares) | 481,025 | 243,501 |
Weighted-average remaining contractual term (years) of options exercisable | 2 years 7 days | 3 years 21 days |
Weighted-average exercise price of options exercisable (in dollars per share) | $ 7.58 | $ 8 |
Aggregate Intrinsic Value (in thousands) of options exercisable | $ 0 | $ 1,773 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Restricted Stock Activity Under Incentive Plans (Details) - Restricted Stock Units (RSUs) - 2018 Incentive Plan - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | |||
Beginning balance (in shares) | 430,728 | 227,934 | |
Granted (in shares) | 439,500 | 399,795 | |
Shares vested (in shares) | (115,684) | (152,573) | |
Forfeitures (in shares) | (142,353) | (44,428) | |
Ending balance (in shares) | 612,191 | 430,728 | 227,934 |
Weighted Average Grant Date Fair Value | |||
Beginning balance (in dollars per share) | $ 42.97 | $ 44.60 | |
Granted (in dollars per share) | 8.07 | 42 | |
Shares vested (in dollars per share) | 38.97 | 42 | |
Forfeitures (in dollars per share) | 18.25 | 45.40 | |
Ending balance (in dollars per share) | $ 24.42 | $ 42.97 | $ 44.60 |
Weighted average remaining contractual term (years) | 2 years 18 days | 2 years 6 months | 1 year 8 months 15 days |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | 12 Months Ended | 48 Months Ended | |||||||
Nov. 18, 2022 | Jul. 22, 2022 USD ($) $ / shares | May 13, 2022 USD ($) $ / shares | Aug. 31, 2022 USD ($) | Sep. 30, 2022 shares | Jun. 30, 2022 shares | Apr. 12, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Nov. 15, 2022 shares | Dec. 31, 2020 shares | Nov. 30, 2018 $ / shares shares | |
Class Of Stock [Line Items] | ||||||||||||
Stock split conversion ratio | 0.05 | |||||||||||
Common stock, shares authorized (in shares) | 249,000,000 | 249,000,000 | ||||||||||
Common stock, shares issued (in shares) | 12,955,299 | 7,304,714 | ||||||||||
Common stock, shares outstanding (in shares) | 12,955,299 | 7,304,714 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||
Number of votes per share | one vote per share | |||||||||||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | ||||||||||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | ||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||||||||
Warrants issued to purchase common stock per share (in dollars per share) | $ / shares | $ 131.02 | |||||||||||
Induced conversion expense related to notes | $ | $ 9,499 | $ 0 | ||||||||||
May 2022 Conversion Agreement | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Outstanding principal amount authorized for common stock conversion | $ | $ 750 | |||||||||||
Induced conversion expense related to notes | $ | $ 930 | |||||||||||
July 2022 Conversion Agreement | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Outstanding principal amount authorized for common stock conversion | $ | $ 6,750 | |||||||||||
Induced conversion expense related to notes | $ | $ 8,569 | |||||||||||
Warrant | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Warrants issued to purchase common stock per share (in dollars per share) | $ / shares | $ 159 | |||||||||||
Warrants exercisable for number of shares of common stock (in shares) | 31,446 | |||||||||||
Warrants exercised (in shares) | 0 | |||||||||||
Common stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Common stock, shares outstanding (in shares) | 12,955,299 | 7,304,714 | 5,562,952 | |||||||||
Stock issued for conversion of notes (in shares) | 1,570,575 | |||||||||||
Common stock | May 2022 Conversion Agreement | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Stock issued for conversion of notes (in shares) | 220,575 | |||||||||||
Share price (in dollars per share) | $ / shares | $ 3.40 | |||||||||||
Common stock | July 2022 Conversion Agreement | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Stock issued for conversion of notes (in shares) | 1,350,000 | |||||||||||
Share price (in dollars per share) | $ / shares | $ 5 | |||||||||||
November 2021 ATM Program | Common stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Maximum aggregate offering price | $ | $ 50,000 | |||||||||||
August 2022 ATM Program | Common stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Maximum aggregate offering price | $ | $ 50,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Details Pursuant to the ATM Program (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | ||
Gross proceeds (in thousands) | $ 12,665 | $ 30,895 |
Common stock | ||
Class Of Stock [Line Items] | ||
Total shares sold (in shares) | 3,985,099 | 1,300,130 |
Average sales price per share (in dollars per share) | $ 3.23 | |
Gross proceeds (in thousands) | $ 12,871 | |
Net proceeds (in thousands) | $ 12,665 | |
November 2021 ATM Program | Common stock | ||
Class Of Stock [Line Items] | ||
Total shares sold (in shares) | 603,749 | |
Average sales price per share (in dollars per share) | $ 11.94 | |
Gross proceeds (in thousands) | $ 7,211 | |
Net proceeds (in thousands) | $ 7,120 | |
August 2022 ATM Program | Common stock | ||
Class Of Stock [Line Items] | ||
Total shares sold (in shares) | 3,381,350 | |
Average sales price per share (in dollars per share) | $ 1.67 | |
Gross proceeds (in thousands) | $ 5,660 | |
Net proceeds (in thousands) | $ 5,545 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Change in estimate of accrued medical contingency | $ 0 | $ (16,715,000) |
Total estimated loss exposure | 423,000 | |
Fair Value, Recurring | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Contingent consideration | 0 | 1,939,000 |
Assets to be measured at fair value | 0 | 0 |
Level 3 | Fair Value, Recurring | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Contingent consideration | $ 0 | 1,939,000 |
Other Income | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Change in estimate of accrued medical contingency | $ 16,715,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Liabilities | ||
Accrued medical contingency | $ 423 | |
Contingent consideration | $ 0 | 1,939 |
Total liabilities measured and recorded at fair value | 0 | 2,362 |
Level 1 | ||
Liabilities | ||
Accrued medical contingency | 0 | |
Contingent consideration | 0 | 0 |
Total liabilities measured and recorded at fair value | 0 | 0 |
Level 2 | ||
Liabilities | ||
Accrued medical contingency | 0 | |
Contingent consideration | 0 | 0 |
Total liabilities measured and recorded at fair value | 0 | 0 |
Level 3 | ||
Liabilities | ||
Accrued medical contingency | 423 | |
Contingent consideration | 0 | 1,939 |
Total liabilities measured and recorded at fair value | $ 0 | $ 2,362 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Reconciliation of Liabilities Classified as Level 3 Financial Instruments (Details) - Fair Value, Measurements, Recurring - Level 3 - Medical Contingency - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Accrued Contingency Liabilities [Roll Forward] | ||
Balance, beginning of the period | $ 423 | $ 17,435 |
Increases/additions | 0 | 84 |
Reductions/settlements | (53) | (17,096) |
Transfers out of Level 3 | (370) | 0 |
Balance, end of the period | $ 0 | $ 423 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Contingent Consideration Liability (Details) - Level 3 - Contingent Consideration - Fair Value, Recurring - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Contingent Liabilities [Roll Forward] | ||
Balance, beginning of the period | $ 1,939 | $ 0 |
Additions | 0 | 1,686 |
Increase (decrease) in fair value | (1,939) | 253 |
Reductions/settlements | 0 | 0 |
Balance, end of the period | $ 0 | $ 1,939 |
Segment Information - Segment R
Segment Information - Segment Reconciliation (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 segment | Jun. 30, 2022 segment | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of operating segments | segment | 2 | 1 | 2 | |
Number of reportable segments | segment | 2 | |||
Interest expense | $ (5,664) | $ (7,074) | ||
Income taxes | (80) | (24) | ||
Depreciation and amortization expense | (13,296) | (12,429) | ||
Goodwill impairment | (121,088) | 0 | ||
Loss on disposal of assets | (288) | (158) | ||
Intangible and other asset impairments | (32,957) | (186) | ||
Induced conversion expense related to Notes | (9,499) | 0 | ||
Change in fair value of contingent consideration liability | 1,939 | (253) | ||
Medical contingency change in estimate | 0 | 16,715 | ||
NET LOSS | (206,789) | (5,229) | ||
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total segments adjusted EBITDA | (15,548) | 15,556 | ||
Operating Segments | Delivery Services Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total segments adjusted EBITDA | (15,995) | 14,800 | ||
Operating Segments | Third-Party Payment Processing Referral Services Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total segments adjusted EBITDA | 447 | 756 | ||
Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Interest expense | (5,664) | (7,074) | ||
Income taxes | (80) | (24) | ||
Depreciation and amortization expense | (13,296) | (12,429) | ||
Goodwill impairment | (121,088) | 0 | ||
Stock-based compensation expense | (5,703) | (7,974) | ||
Loss on disposal of assets | (288) | (158) | ||
Intangible and other asset impairments | (32,957) | (186) | ||
Induced conversion expense related to Notes | (9,499) | 0 | ||
Change in fair value of contingent consideration liability | 1,939 | (253) | ||
Medical contingency change in estimate | 0 | 16,715 | ||
Transaction related expenditures and other non-recurring adjustments | (3,805) | (3,452) | ||
Accrued legal contingency and reserve | $ (800) | $ (5,950) |
Loss Per Share Attributable t_3
Loss Per Share Attributable to Common Stockholders - Schedule of Calculation of Basic and Diluted Earnings (Loss) Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to common stockholders - basic | $ (206,789) | $ (5,229) |
Net loss attributable to common stockholders - diluted | $ (206,789) | $ (5,229) |
Weighted average number of shares outstanding - basic (in shares) | 8,991,262 | 6,029,671 |
Weighted average number of shares outstanding - diluted (in shares) | 8,991,262 | 6,029,671 |
Basic loss per common share (in dollars per share) | $ (23) | $ (0.87) |
Diluted loss per common share (in dollars per share) | $ (23) | $ (0.87) |
Loss Per Share Attributable t_4
Loss Per Share Attributable to Common Stockholders - Narrative (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Shares issuable on conversion of convertible securities (in shares) | 324,555 | 284,506 |
Loss Per Share Attributable t_5
Loss Per Share Attributable to Common Stockholders - Schedule of Securities Outstanding Excluded From Fully Diluted Calculations (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options, restricted stock units, and warrants (in shares) | 481,025 | 482,767 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options, restricted stock units, and warrants (in shares) | 768,907 | 588,694 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options, restricted stock units, and warrants (in shares) | 0 | 28,735 |
Related-Party Transactions - Na
Related-Party Transactions - Narrative (Details) - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | ||||
Oct. 05, 2022 | May 09, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 08, 2022 | |
Related Party Transaction [Line Items] | ||||||
Prepayments of long-term debt | $ 22,945 | $ 14,472 | ||||
Affiliated Entity | Restaurants | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue from related parties | $ 269 | $ 700 | ||||
May 2022 Amended Debt Agreement | Term Loan | ||||||
Related Party Transaction [Line Items] | ||||||
Prepayments of long-term debt | $ 1,676 | $ 20,000 | ||||
Percent of common stock proceeds applied to prepayment of debt | 50% | |||||
November 2022 Amended Debt Agreement | Term Loan | ||||||
Related Party Transaction [Line Items] | ||||||
Prepayments of long-term debt | $ 1,269 | |||||
Percent of common stock proceeds applied to prepayment of debt | 60% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||||
Mar. 15, 2023 | Feb. 17, 2023 | Jan. 06, 2023 | Jan. 04, 2023 | Mar. 31, 2023 | Nov. 07, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2023 | |
Subsequent Event [Line Items] | |||||||||
Proceeds from issuance of stock | $ 12,665 | $ 30,895 | |||||||
Notes | |||||||||
Subsequent Event [Line Items] | |||||||||
Percent of paid-in kind interest | 50% | ||||||||
Common stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Total shares sold (in shares) | 3,985,099 | 1,300,130 | |||||||
Proceeds from issuance of stock | $ 12,871 | ||||||||
Subsequent Event | Mr. Grimstad | |||||||||
Subsequent Event [Line Items] | |||||||||
Retention bonus liability | $ 1,000 | ||||||||
Retention bonus paid | $ 750 | ||||||||
Subsequent Event | Mr. Grimstad | Deferred Bonus | |||||||||
Subsequent Event [Line Items] | |||||||||
Retention bonus deferred | 250 | ||||||||
Subsequent Event | Executive Officer | |||||||||
Subsequent Event [Line Items] | |||||||||
Retention bonus liability | 500 | ||||||||
Retention bonus paid | $ 375 | ||||||||
Subsequent Event | Executive Officer | Deferred Bonus | |||||||||
Subsequent Event [Line Items] | |||||||||
Retention bonus deferred | $ 125 | ||||||||
Subsequent Event | January 2023 Amended Debt Agreement | Notes | |||||||||
Subsequent Event [Line Items] | |||||||||
Financial plan delivery period | 30 days | ||||||||
Subsequent Event | March 2023 Amended Debt Agreement | Notes | |||||||||
Subsequent Event [Line Items] | |||||||||
Percent of paid-in kind interest | 100% | ||||||||
Subsequent Event | Common stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Total shares sold (in shares) | 431,429 | ||||||||
Proceeds from issuance of stock | $ 157 | ||||||||
Subsequent Event | Common stock | ATM Program | |||||||||
Subsequent Event [Line Items] | |||||||||
Unsold common stock shares | $ 44,183 |