Waitr (ASAPQ) 10-Q 13 Nov 23 2023 Q3 Quarterly report Financial data

COVER

COVER - shares	9 Months Ended
	Sep. 30, 2023	Nov. 10, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
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
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		13,545,285
Entity Central Index Key	0001653247
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Amendment Flag	false
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash	$ 4,654	$ 12,066
Accounts receivable, net	2,718	3,982
Capitalized contract costs, current	1,574	1,559
Prepaid expenses and other current assets	1,868	5,997
TOTAL CURRENT ASSETS	10,814	23,604
Property and equipment, net	264	808
Capitalized contract costs, noncurrent	2,278	3,403
Goodwill	0	9,536
Intangible assets, net	5,828	7,065
Operating lease right-of-use assets	1,688	2,917
Other noncurrent assets	713	812
TOTAL ASSETS	21,585	48,145
CURRENT LIABILITIES
Accounts payable	3,353	5,689
Restaurant food liability	594	1,282
Accrued payroll	474	1,672
Income tax payable	92	74
Operating lease liabilities	573	1,023
Other current liabilities	17,429	17,596
TOTAL CURRENT LIABILITIES	79,520	29,228
Operating lease liabilities, net of current portion	1,117	2,079
Other noncurrent liabilities	13	28
TOTAL LIABILITIES	80,650	85,236
Commitments and contingent liabilities (Note 10)
STOCKHOLDERS’ EQUITY (DEFICIT):
Common stock, $0.0001 par value; 249,000,000 shares authorized and 13,544,329 and 12,955,299 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	21	21
Additional paid in capital	542,464	538,812
Accumulated deficit	(601,550)	(575,924)
TOTAL STOCKHOLDERS’ DEFICIT	(59,065)	(37,091)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	21,585	48,145
Related Party
CURRENT LIABILITIES
Short-term loans for insurance financing	56,522	0
Long term debt - related party	0	53,901
Nonrelated Party
CURRENT LIABILITIES
Short-term loans for insurance financing	$ 483	$ 1,892

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	249,000,000	249,000,000
Common stock, issued (in shares)	13,544,329	12,955,299
Common stock, outstanding (in shares)	13,544,329	12,955,299

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
REVENUE	$ 11,480	$ 25,141	$ 42,135	$ 91,352
COSTS AND EXPENSES:
Operations and support	4,797	13,457	19,020	49,719
Sales and marketing	3,829	8,263	12,026	21,489
Research and development	858	935	2,801	3,488
General and administrative	5,210	7,762	19,626	31,520
Depreciation and amortization	390	3,599	1,268	9,664
Goodwill impairment	0	53,898	9,536	121,088
Intangible and other asset impairments	500	0	500	0
(Gain) loss on disposal of assets	(10)	55	(32)	(33)
TOTAL COSTS AND EXPENSES	15,574	87,969	64,745	236,935
LOSS FROM OPERATIONS	(4,094)	(62,828)	(22,610)	(145,583)
OTHER EXPENSES (INCOME) AND LOSSES (GAINS), NET
Interest expense	961	1,198	2,836	4,363
Other (income) expense	146	9,422	162	12,356
NET LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(5,201)	(73,448)	(25,608)	(162,302)
Income tax expense	5	14	18	47
NET LOSS FROM CONTINUING OPERATIONS	$ (5,206)	$ (73,462)	$ (25,626)	$ (162,349)
LOSS PER SHARE:
Basic (in dollars per share)	$ (0.38)	$ (8)	$ (1.90)	$ (19.55)
Diluted (in dollars per share)	$ (0.38)	$ (8)	$ (1.90)	$ (19.55)
Weighted average shares used to compute net loss per share:
Weighted average common shares outstanding – basic (in shares)	13,531,845	9,188,320	13,485,092	8,304,321
Weighted average common shares outstanding – diluted (in shares)	13,531,845	9,188,320	13,485,092	8,304,321

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss	$ (25,626)	$ (162,349)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense	2,785	1,417
Induced conversion expense related to Notes	0	9,499
Stock-based compensation	3,513	4,588
Gain on disposal of assets	(32)	(33)
Depreciation and amortization	1,268	9,664
Goodwill impairment	9,536	121,088
Intangible and other asset impairments	500	0
Amortization of capitalized contract costs	1,178	930
Gain on lease modification	(135)	0
Change in fair value of contingent consideration liability	0	(551)
Other	(47)	(80)
Changes in assets and liabilities:
Accounts receivable	1,264	(75)
Capitalized contract costs	(68)	(1,563)
Prepaid expenses and other current assets	4,129	3,526
Other noncurrent assets	95	229
Accounts payable	(2,336)	(2,473)
Restaurant food liability	(688)	(1,666)
Income tax payable	18	47
Accrued payroll	(1,198)	(1,618)
Accrued medical contingency	0	(53)
Other current liabilities	(174)	(3,054)
Other noncurrent liabilities	(4)	826
Net cash used in operating activities	(6,022)	(21,701)
Cash flows from investing activities:
Purchases of property and equipment	(2)	(224)
Internally developed software	0	(6,335)
Purchase of domain names	0	(27)
Proceeds from sale of property and equipment	51	56
Net cash provided by (used in) investing activities	49	(6,530)
Cash flows from financing activities:
Proceeds from issuance of stock	155	10,266
Payments on long-term loan	(164)	(20,000)
Borrowings under short-term loans for insurance financing	625	2,811
Payments on short-term loans for insurance financing	(2,035)	(4,729)
Payments on finance lease obligation	(4)	(4)
Taxes paid related to net settlement on stock-based compensation	(16)	(106)
Net cash used in financing activities	(1,439)	(11,762)
Net change in cash	(7,412)	(39,993)
Cash, beginning of period	12,066	60,111
Cash, end of period	4,654	20,118
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	51	2,946
Supplemental disclosures of non-cash investing and financing activities:
Remeasurement of right-of-use asset from lease modification	470	0
Remeasurement of operating lease liability from lease modification	605	0
Conversion of convertible notes to stock	$ 0	$ 16,949

CONDENSED CONSOLIDATED STATEM_3

CONDENSED 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, 2021		7,304,714
Beginning balance at Dec. 31, 2021	$ 134,489	$ 15	$ 503,609	$ (369,135)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(162,349)			(162,349)
Vesting of restricted stock units (in shares)		93,664
Taxes paid related to net settlement on stock-based compensation	(106)		(106)
Stock-based compensation	4,588		4,588
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)		1,352,083
Issuance of common stock	10,266	$ 2	10,264
Ending balance (in shares) at Sep. 30, 2022		10,321,036
Ending balance at Sep. 30, 2022	3,835	$ 20	535,299	(531,484)
Beginning balance (in shares) at Jun. 30, 2022		8,172,435
Beginning balance at Jun. 30, 2022	57,618	$ 16	515,624	(458,022)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(73,462)			(73,462)
Vesting of restricted stock units (in shares)		50,268
Taxes paid related to net settlement on stock-based compensation	(79)		(79)
Stock-based compensation	1,338		1,338
Stock issued for conversion of Notes (in shares)		1,350,000
Stock issued for conversion of Notes	15,274	$ 3	15,271
Issuance of common stock (in shares)		748,333
Issuance of common stock	3,146	$ 1	3,145
Ending balance (in shares) at Sep. 30, 2022		10,321,036
Ending balance at Sep. 30, 2022	$ 3,835	$ 20	535,299	(531,484)
Beginning balance (in shares) at Dec. 31, 2022	12,955,299	12,955,299
Beginning balance at Dec. 31, 2022	$ (37,091)	$ 21	538,812	(575,924)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(25,626)			(25,626)
Vesting of restricted stock units (in shares)		157,601
Taxes paid related to net settlement on stock-based compensation	(16)		(16)
Stock-based compensation	3,513		3,513
Issuance of common stock (in shares)		431,429
Issuance of common stock	$ 155		155
Ending balance (in shares) at Sep. 30, 2023	13,544,329	13,544,329
Ending balance at Sep. 30, 2023	$ (59,065)	$ 21	542,464	(601,550)
Beginning balance (in shares) at Jun. 30, 2023		13,506,812
Beginning balance at Jun. 30, 2023	(54,964)	$ 21	541,359	(596,344)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(5,206)			(5,206)
Vesting of restricted stock units (in shares)		37,517
Taxes paid related to net settlement on stock-based compensation	(1)		(1)
Stock-based compensation	$ 1,106		1,106
Ending balance (in shares) at Sep. 30, 2023	13,544,329	13,544,329
Ending balance at Sep. 30, 2023	$ (59,065)	$ 21	$ 542,464	$ (601,550)

Organization

Organization	9 Months Ended
	Sep. 30, 2023
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”), connecting restaurants, merchants and diners in certain cities in the United States. The Platform makes it easy for consumers to order food, convenience, grocery, flowers, auto parts and other items. In June 2023, the Company contracted with Uber Technologies Inc. (“Uber Technologies”) whereby Uber Direct, Uber Technologies’ delivery service, now provides the delivery services for items ordered on the Company’s Platform. The Company no longer provides delivery services through independent contractor drivers. Additionally, the Company facilitates access to third parties that provide payment processing solutions for restaurants and other merchants. We entered into the business of facilitating access to third parties that provide payment processing solutions through the acquisition of ProMerchant LLC, Cape Cod Merchant Services LLC and Flow Payments LLC (collectively referred to herein as the “Cape Payment Companies”) in August 2021. 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 12 – Stockholders’ Equity for additional information. All common share and per share amounts presented in the unaudited condensed 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	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The unaudited interim condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) as they apply to interim financial information. Accordingly, the interim condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete annual financial statements, although the Company believes that the disclosures made are adequate to make information not misleading. References to the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) included hereafter refer to the ASC and ASUs established by the Financial Accounting Standards Board (the “FASB”) as the source of authoritative GAAP. The unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, together with management’s discussion and analysis of financial condition and results of operations, contained in our Annual Report on Form 10-K for the year ended December 31, 2022 and filed with the SEC on April 17, 2023 (the “2022 Form 10-K”). The interim condensed consolidated financial statements are unaudited, but in the Company’s opinion, include all adjustments that are necessary for a fair presentation of the results for the periods presented. The interim results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year. 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) online ordering services, which include operations related to the Company’s technology platform for online ordering (“Online Ordering 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 third quarter of 2023, the Online Ordering Services Segment was referred to as the Delivery Services Segment. In connection with the Company’s arrangement with Uber Technologies (see Note 1 – Organization ), all delivery services for items ordered on the Platform are now outsourced to and provided by Uber Direct. See Note 14 – Segment Information for additional information on the Company’s segments and Note 4 – Revenue for additional information on revenue derived by segments. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and all wholly owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates and judgments relied upon in preparing these condensed consolidated financial statements affect the following items: • incurred loss estimates under our insurance policies with large deductibles or retention levels; • loss exposure related to claims; • determination of agent vs. principal classification for revenue recognition purposes; • income taxes; • useful lives of tangible and intangible assets; • contingencies; and • fair value of goodwill and other intangible assets, including the recoverability of intangible assets with finite lives and other long-lived assets. The Company regularly assesses these estimates and records changes to estimates in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions believed to be reasonable under the circumstances. Changes in the economic environment, financial markets, and any other parameters used in determining these estimates could cause actual results to differ from those estimates. Significant Accounting Policies See “ Recent Accounting Pronouncements ” below for a description of accounting principle changes adopted during the nine months ended September 30, 2023. There have been no material changes to our significant accounting policies described in the 2022 Form 10-K. Recent Accounting Pronouncements The Company considered the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on these unaudited condensed consolidated financial statements. Recently Adopted Accounting Standards In 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 was effective for and adopted by the Company on January 1, 2023. The adoption of ASU 2021-08 did not have a material impact on the Company’s disclosures or consolidated financial statements.

Going Concern

Going Concern	9 Months Ended
	Sep. 30, 2023
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 experienced recurring losses from operations and declines in cash positions. As reflected in the accompanying unaudited condensed consolidated financial statements, the Company has an accumulated deficit of $601,550 as of September 30, 2023. The Company has experienced negative cash flow from operations during each quarter of fiscal 2022 through the third quarter of fiscal 2023. The Company’s cash position has declined from $12,066 at December 31, 2022 to $4,654 as of September 30, 2023. As of September 30, 2023, the Company has outstanding debt in the principal amount of $57,089 with a maturity date of May 15, 2024. In an effort to alleviate these conditions, management is evaluating the Company’s expected liquidity levels and exploring potential ways of raising additional capital in order to meet its obligations, including the debt repayments which are due in less than twelve months from the date of issuance of these financial statements, although there can be no assurance that we will be able to raise additional capital on commercially acceptable terms, or at all. Additionally, management is evaluating the Company’s existing cost structure and implementing cost saving initiatives to reduce operating costs and plans to continue to implement further cost saving initiatives where appropriate. To the extent raising additional equity capital is pursued, management plans to do so in best efforts private placements, rather than through the ATM Program (as defined below) (see Note 12 – Stockholders’ Equity ). The Company does not anticipate being able to utilize its ATM Program. The Company’s 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 capital or enter into any financing arrangements when needed on favorable terms, if 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. We are continuously reviewing our liquidity and anticipated working capital needs based on overall market and economic factors. Market conditions, future financial performance or other factors may make it difficult or impractical for us to access sources of capital on favorable terms, if at all. The failure to successfully implement our strategy to raise capital while also achieving cost savings will adversely impact our financial condition, which impact could be material, could reduce the period of time for which our anticipated working capital needs will be sufficient, and could result in the Company terminating, curtailing or ceasing operations or pursuing other strategic alternatives. The accompanying unaudited condensed 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	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Revenue	Revenue The following table presents our revenue disaggregated by offering. Revenue consists of the following for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Online Ordering Services Segment: Online Ordering Transaction Fees $ 8,397 $ 21,806 $ 32,742 $ 81,138 Other revenue 211 491 1,174 2,077 Total Online Ordering Services Segment 8,608 22,297 33,916 83,215 Third-Party Payment Processing Referral Services Segment 2,872 2,844 8,219 8,137 Total Revenue $ 11,480 $ 25,141 $ 42,135 $ 91,352 Revenue from Contracts with Customers Online Ordering Services Segment The Online Ordering Services Segment includes operations related to the Company’s technology platform for online ordering. While food ordering is the primary component of the Online Ordering Services Segment, the Company’s technology platform also includes online ordering of various other products such as flowers, auto parts, alcohol and luxury goods. The Company generates revenue (“Online Ordering Transaction Fees”) in the Online Ordering Services Segment primarily when diners or customers place an order on the Platform. Prior to the third quarter of 2023, the Online Ordering Services Segment was referred to as the Delivery Services Segment (See Note 1 – Organization) . Online Ordering 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 Online Ordering Transaction Fees earned from the restaurant on the Platform on a net basis. Online Ordering 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 Online Ordering Transaction Fees, revenue in the Online Ordering Services Segment includes other revenue sources such as paid placement revenue for prominent positioning of a restaurant on the Platform. Prior to the outsourcing of delivery services to Uber Direct, other revenue also included 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. Revenue from bonus up-front fees is recognized once the Company receives the initial fixed up-front bonus amount upon merchant activation. 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 5 – Accounts Receivable, Net for additional details on the Company’s accounts receivable. Costs to Obtain a Contract with a Customer The Company recognizes an asset for the incremental costs of obtaining a contract with a restaurant and recognizes the expense over the course of the period when the Company expects to recover those costs. The Company has determined that certain internal sales incentives earned at the time when an initial contract is executed meet these requirements. Capitalized sales incentives are amortized to sales and marketing expense on a straight-line basis over the period of benefit, which the Company has determined to be five years. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. Deferred costs related to obtaining contracts with restaurants were $2,368 and $3,128 as of September 30, 2023 and December 31, 2022, respectively, out of which $1,035 and $1,032, respectively, was classified as current. Amortization of expense for the costs to obtain a contract were $259 and $234 for the three months ended September 30, 2023 and 2022, respectively, and $776 and $663 for the nine months ended September 30, 2023 and 2022, 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.

Accounts Receivable, Net

Accounts Receivable, Net	9 Months Ended
	Sep. 30, 2023
Receivables [Abstract]
Accounts Receivable, Net	Accounts Receivable, Net Accounts receivable consist of the following (in thousands): September 30, December 31, December 31, Credit card receivables $ 763 $ 2,334 $ 1,354 Residual commissions receivable 1,455 1,422 1,342 Receivables from restaurants and customers 747 596 660 Accounts receivable 2,965 4,352 3,356 Less: allowance for doubtful accounts and chargebacks (247) (370) (329) Accounts receivable, net $ 2,718 $ 3,982 $ 3,027

Intangibles Assets and Goodwill

Intangibles Assets and Goodwill	9 Months Ended
	Sep. 30, 2023
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 reviews the recoverability of its long-lived assets annually, or when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The Company has determined that the trademark intangible asset and domain names related to the rebranding initiative are indefinite-lived assets and therefore are not subject to amortization but are evaluated for impairment. The Bite Squad and Delivery Dudes trade name intangible assets were being amortized over their estimated useful lives and were fully impaired as of December 31, 2022. Additionally, as of December 31, 2022, the Company’s internally developed software and customer relationship assets related to the Online Ordering Services Segment were fully impaired. As of January 1, 2023, the Company’s remaining intangible assets included the trademark intangible asset and domain names related to the rebranding initiative, and trademarks and customer relationship intangible assets related to the Third-Party Payment Processing Referral Services Segment. See “Impairments” below for details of impairment testing for intangible assets as of June 30, 2023 and September 30, 2023. Intangible assets are stated at cost or acquisition-date fair value less accumulated amortization and impairment and consist of the following at September 30, 2023 and December 31, 2022 (in thousands): As of September 30, 2023 Gross Carrying Accumulated Amortization Accumulated Impairment Intangible Assets, Net Intangible assets subject to amortization: Trademarks/Trade name/Patents $ 376 $ (242) $ — $ 134 Customer Relationships 6,500 (1,806) — 4,694 Total intangible assets subject to amortization 6,876 (2,048) — 4,828 Trademarks, not subject to amortization 1,500 — (500) 1,000 Total $ 8,376 $ (2,048) $ (500) $ 5,828 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 The Company recorded amortization expense of $246 and $3,091 for the three months ended September 30, 2023 and 2022, respectively, and $737 and $8,041 for the nine months ended September 30, 2023 and 2022, respectively. Estimated future amortization expense of intangible assets subject to amortization as of September 30, 2023 is as follows (in thousands): Amortization The remainder of 2023 $ 248 2024 953 2025 876 2026 873 2027 867 Thereafter 1,011 Total future amortization $ 4,828 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. 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). 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 Online Ordering Services Segment (formerly referred to as 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 after the allocation of goodwill to segments through December 31, 2022 (in thousands). Online Ordering 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 No events or circumstances occurred during the three months ended March 31, 2023 that would indicate an impairment may have occurred, and accordingly, the Company determined that goodwill and long-lived asset impairment testing was not needed at March 31, 2023. As a result of a sustained decline in the Company’s stock price and market capitalization during the second quarter of 2023, the Company conducted an impairment test as of the valuation date of June 30, 2023, resulting in the full impairment of the Company’s remaining goodwill. See “Impairments” below for additional details. The following table presents the carrying value of goodwill for the Company’s segments as of September 30, 2023 (in thousands). Online Ordering Services Segment Third-Party Payment Processing Referral Services Segment Total Balance as of December 31, 2022 $ — $ 9,536 $ 9,536 June 30, 2023 impairment — (9,536) (9,536) Balance as of September 30, 2023 $ — $ — $ — 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, 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 measured. As a part of Step 2, the Company performs a recoverability test by comparing the estimated undiscounted cash flows of the long-lived asset group to its carrying amount. If the estimated undiscounted cash flows are less than the carrying amount of the long-lived asset group, an impairment loss is measured based on its fair value as part of Step 3. ASC 350 requires goodwill and other indefinite lived assets to be tested for impairment at the reporting unit level. 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. June 30, 2023 Impairment Analysis As a result of a sustained decline in the Company’s stock price and market capitalization during the second quarter of 2023, the Company conducted an impairment test as of the valuation date of June 30, 2023. 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. 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 measured. The customer relationships intangible assets, which are entirely related to the Third-Party Payment Processing Referral Services Segment, were tested for impairment under the guidance in ASC 360 using an undiscounted cash flow model. The undiscounted cash flows for the customer relationships intangible assets were above the carrying amounts and the Company determined that the long-lived asset group was recoverable, and no impairment existed as of June 30, 2023. The trade name intangible assets related to the Third-Party Payment Processing Referral Services Segment were tested for impairment under the guidance in ASC 360 and were valued using an undiscounted cash flow model. The undiscounted cash flows for the trade names related to the Third-Party Payment Processing Referral Services Segment were above the carrying amount and the Company determined that the long-lived asset group was recoverable, and no impairment existed as of June 30, 2023. The Company determined that impairment testing was not warranted at June 30, 2023 for the $1,500 of trademarks related to the rebranding initiative given the recency of the prior valuation in September 2022. 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 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 $9,536 to write down the carrying value of goodwill in the Third-Party Payment Processing Referral Services Segment to zero. The impairment loss is included in the unaudited condensed consolidated statement of operations for the nine months ended September 30, 2023 under the caption “goodwill impairment”. September 30, 2023 Impairment Analysis As a result of a sustained decline in the Company’s stock price and market capitalization during the third quarter of 2023, the Company conducted an impairment test as of the valuation date of September 30, 2023. The Company engaged a third-party to assist management in estimating the fair values of long-lived assets in the Online Ordering Services Segment and Third-Party Payment Processing Referral Services Segment for purposes of impairment testing under ASC 360. The customer relationships and trade name intangible assets for the Third-Party Payment Processing Referral Services Segment were tested for impairment under the guidance in ASC 360 using an undiscounted cash flow model. The undiscounted cash flows for the asset group were above the carrying amount and the Company determined that the long-lived asset group was recoverable, and no impairment existed as of September 30, 2023. The trade name intangible assets in the Online Ordering Services Segment were tested for impairment under the guidance in ASC 360. 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, and also using the Market Approach, including the similar transactions method. The analyses for the trade names represent Level 3 measurements as they 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. As a result of this analysis, the Company recognized a non-cash pre-tax impairment loss for the three and nine months ended September 30, 2023 of $500. The impairment charge is included in the unaudited condensed consolidated statement of operations under the caption “intangible and other asset impairments”.

Other Current Liabilities

Other Current Liabilities	9 Months Ended
	Sep. 30, 2023
Other Liabilities Disclosure [Abstract]
Other Current Liabilities	Other Current Liabilities Other current liabilities consist of the following (in thousands): September 30, December 31, Accrued insurance expenses $ 7,268 $ 7,139 Accrued estimated workers’ compensation expenses 146 275 Accrued medical contingency 366 366 Accrued legal contingency 1,250 1,250 Accrued sales tax payable 602 307 Other accrued expenses 3,001 3,157 Unclaimed property 2,911 2,795 Other current liabilities 1,885 2,307 Total other current liabilities $ 17,429 $ 17,596

Debt

Debt	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Debt	Debt The Company’s outstanding debt obligations are as follows (in thousands): Coupon Rate Effective Maturity September 30, December 31, Short term debt - related party: Term Loan 7.125% 13.06% May 2024 $ 13,098 $ — Notes 4.5% - 6.0% 4.85% May 2024 43,991 — 57,089 — Less: unamortized debt issuance costs on Term Loan (470) — Less: unamortized debt issuance costs on Notes (97) — $ 56,522 $ — Long term debt - related party: Term Loan 7.125% 13.06% May 2024 $ — $ 12,579 Notes 4.5% - 6.0% 4.85% May 2024 — 42,523 — 55,102 Less: unamortized debt issuance costs on Term Loan — (992) Less: unamortized debt issuance costs on Notes — (209) $ — $ 53,901 Short-term loans for insurance financing 6.25% - 12.95% n/a March 2024 - July 2024 483 1,892 Total outstanding debt $ 57,005 $ 55,793 Interest expense related to the Company’s outstanding debt totaled $961 and $1,198 for the three months ended September 30, 2023 and 2022, respectively, and $2,836 and $4,363 for the nine months ended September 30, 2023 and 2022, respectively. Interest expense includes interest on outstanding borrowings and amortization of debt issuance costs and debt discount. See Note 16 – Related Party Transactions for additional information regarding the Company’s related party 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. 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 of $221, $228 and $234 due on March 31, 2023, June 30, 2023 and September 30, 2023, respectively, in-kind, resulting in such amounts being added to the principal balance of the Term Loan. In January 2023, the Company made prepayments totaling $139 on the Term Loan, representing 60% of the net proceeds received by the Company for sales under the ATM Program that settled in early January 2023. Additionally, the Company made a prepayment of $25 on the Term Loan on June 29, 2023 pursuant to an amendment to the Credit Agreement. See Amendments to Loan Agreements below for additional details on the Term Loan and Credit Agreement. The Credit Agreement includes a number of customary covenants that, among other things, limit or restrict the ability of the Company and its subsidiaries to incur additional debt, incur liens on assets, engage in mergers or consolidations, dispose of assets, pay dividends or repurchase capital stock and repay certain junior indebtedness. The Credit Agreement also includes customary affirmative covenants, representations and warranties and events of default. Notes Additionally, the Company issued unsecured convertible promissory notes (the “Notes”) to Luxor Capital Partners, LP, Luxor Capital Partners Offshore Master Fund, LP, Luxor Wavefront, LP and Lugard Road Capital Master Fund, LP (the “Luxor Entities”) pursuant to an agreement (as amended or otherwise modified from time to time, the “Convertible Notes Agreement”). The net carrying value of the Notes as of September 30, 2023 and December 31, 2022 totaled $43,894 and $42,314, respectively. See Amendments to Loan Agreements below for additional details on the Notes. Interest on the Notes is payable quarterly, in cash or, at the Company’s election, approximately 33% of interest due can be paid-in-kind. For the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023, pursuant to certain amendments to the Convertible Notes Agreement, the Company is allowed to pay-in-kind 100% of the interest payments due on such dates (see Amendments to Loan Agreements below). The Company elected to pay the $479, $489 and $500 interest payments due on March 31, 2023, June 30, 2023 and September 30, 2023, respectively, in-kind, resulting in such amounts being added to the principal balance of the Notes. Interest expense related to the Notes was comprised of the following for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Contractual interest expense $ 500 $ 669 $ 1,468 $ 2,157 Amortization of debt discount 38 37 112 138 $ 538 $ 706 $ 1,580 $ 2,295 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 $127.25 per share at September 30, 2023, 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). Amendments to Loan Agreements January 6, 2023 Amendments 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 provided that (i) Section 5.1(c) of each of the agreements was 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 was amended to waive such requirement with respect to the financial plan to be delivered within 30 days of the end of fiscal year 2022. March 31, 2023 Amendments 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 extended 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 allowed the Company to pay in-kind 100% of the accrued interest for the fiscal quarter ended March 31, 2023. The Company evaluated the amendments in the March 2023 Amended Convertible Notes Agreement under ASC 470-60, “ Troubled Debt Restructurings by Debtors ”. Management concluded that there were indicators of financial difficulty for the Company at this date. Additionally, management concluded that the increase in the allowable percentage of interest on the Notes that could be paid-in-kind, from 33% to 100% for the interest payment for the quarter ended March 31, 2023, was a concession granted by the lenders. Therefore, the amendment was accounted for as a troubled debt restructuring. Management assessed whether the total undiscounted future cash payments specified by the March 2023 Amended Convertible Notes Agreement were 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 were 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 on March 31, 2023. The change was accounted for prospectively using the new effective interest rate of the Notes. June 29, 2023 Amendments On June 29, 2023, the Company entered into an amendment to the Credit Agreement (the “June 2023 Amended Credit Agreement”) and an amendment to the Convertible Notes Agreement (the “June 2023 Amended Convertible Notes Agreement”). The June 2023 Amended Credit Agreement and June 2023 Amended Convertible Notes Agreement extend the due dates for submission of each of the second and third quarter 2023 financial statements of the Company to the lenders by approximately five days. Additionally, the June 2023 Amended Convertible Notes Agreement allows the Company to pay in-kind 100% of the accrued interest for the fiscal quarters ended June 30, 2023 and September 30, 2023. The Company evaluated the amendments in the June 2023 Amended Convertible Notes Agreement under ASC 470-60, “ Troubled Debt Restructurings by Debtors ”. Management concluded that there were indicators of financial difficulty for the Company at this date. Additionally, management concluded that the increase in the allowable percentage of interest on the Notes that could be paid-in-kind, from 33% to 100% for the interest payments for the quarters ended June 30, 2023 and September 30, 2023, was a concession granted by the lenders. Therefore, the amendment is accounted for as a troubled debt restructuring. Management assessed whether the total undiscounted future cash payments specified by the June 2023 Amended Convertible Notes Agreement 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 on June 29, 2023. The change is accounted for prospectively using the new effective interest rate of the Notes. Short-Term Loans The Company has outstanding short-term loans as of September 30, 2023 for the purpose of financing portions of its annual insurance premium obligations. The loans are payable in monthly installments until maturity.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesThe Company provides for income taxes using an asset and liability approach under which deferred income taxes are provided for based upon enacted tax laws and rates applicable to periods in which the taxes become payable. The Company recorded income tax expense of $5 and $14 for the three months ended September 30, 2023 and 2022, respectively, and $18 and $47 for the nine months ended September 30, 2023 and 2022, respectively. The Company’s income tax expense is entirely related to state taxes in various jurisdictions. The Company recorded a full valuation allowance against net deferred tax assets as of September 30, 2023 and December 31, 2022 as the Company has historically generated net operating losses, and the Company did not consider future book income as a source of taxable income when assessing if a portion of the deferred tax assets is more likely than not to be realized.

Commitments and Contingent Liab

Commitments and Contingent Liabilities	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingent Liabilities	Commitments and Contingent Liabilities Third-Party Delivery for Online Ordering of Food and Other Items In June 2023, the Company contracted with Uber Technologies whereby Uber Direct will provide the delivery services for the Company’s online ordering of food and other items. This arrangement was implemented during the third quarter of the current fiscal year. The Company continues to provide and operate the technology platform for online ordering. Leases During the three months ended September 30, 2023, the Company entered into an amended lease agreement with the lessor for one of its operating leases. The amended lease agreement resulted in a reduction of the lease payments by approximately 22% for the remaining lease term. The lease amendment was determined to be a lease modification that qualified as a change of accounting on the existing lease and not a separate contract. Accordingly, the right-of-use asset and operating lease liability were remeasured using an incremental borrowing rate at the date of modification. The Company recognized a reduction of the right-of-use asset and operating lease liability of $470 and $605, respectively, and a gain of $135, which is included in other income in the unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2023. No impairment of the right-of-use asset was deemed to have occurred. Sponsorship Agreements In July 2022, the Company entered into a five-year sponsorship agreement (the “MetLife Sponsorship Agreement”) with New Meadowlands Stadium Company, LLC (“NMSC”), pursuant to which the Company was the exclusive mobile ordering platform used at MetLife Stadium. In June 2023, the Company and NMSC mutually agreed to terminate the MetLife Sponsorship Agreement and all future obligations related to the agreement have been extinguished in full. In September 2022, the Company entered into a four-year sponsorship agreement with the National Hockey League’s Florida Panthers (the “FLA Sponsorship Agreement”) pursuant to which the Company was the official mobile ordering platform used at the FLA Live Arena. In May 2023, the Company terminated the FLA Sponsorship Agreement and entered into a new sponsorship agreement which terminated on June 30, 2023. 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 September 30, 2023 and December 31, 2022, $7,414 and $7,349, respectively, in outstanding workers’ compensation and auto policy reserves are included in the unaudited condensed consolidated balance sheets. 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. Thereafter, the Company sought and was granted leave to appeal the denial of its motion for summary judgment to the Fifth Circuit. On June 29, 2023, the Fifth Circuit reversed the District Court’s ruling, in part, and then remanded the case to the District Court for further proceedings. The Company previously accrued a $1,250 reserve in connection with this lawsuit during the three months ended December 31, 2021. The accrued legal contingency is included in other current liabilities in the unaudited condensed consolidated balance sheet at September 30, 2023. 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 court denied the motion to compel arbitration on September 13, 2023. A scheduling order has been issued by the court which calls for initial disclosures to be exchanged by November 30, 2023, and an in-person settlement conference on February 20, 2024, and, after a discovery period, a trial-ready date of July 25, 2025. 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. This matter is currently set for trial starting December 9, 2024. 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.

Stock-Based Awards and Cash-Bas

Stock-Based Awards and Cash-Based Awards	9 Months Ended
	Sep. 30, 2023
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 September 30, 2023, there were 1,104,838 shares of common stock available for future grants pursuant to the 2018 Incentive Plan. The Company also has outstanding equity awards under the 2014 Stock Plan (as amended in 2017). Total compensation expense related to awards under the Company’s incentive plans was $1,106 and $1,338 for the three months ended September 30, 2023 and 2022, respectively, and $3,513 and $4,588 for the nine months ended September 30, 2023 and 2022, respectively. Stock-Based Awards Stock Options 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 typically 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. There were no grants of stock options under the 2018 Incentive Plan during the nine months ended September 30, 2023 or the nine months ended September 30, 2022. As of September 30, 2023, all outstanding stock options are fully vested and there is no remaining unrecognized compensation cost related to stock options. The Company recognized compensation expense for stock options of $13 for the nine months ended September 30, 2022. The stock option activity under the Company’s incentive plans during the nine months ended September 30, 2023 and 2022 is as follows: Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Number of Weighted Weighted Number of Weighted Weighted Balance, beginning of period 481,025 $ 7.58 $ 5.25 482,767 $ 7.74 $ 5.60 Forfeited (859) 44.54 93.46 (1,285) 64.83 88.80 Balance, end of period 480,166 $ 7.51 $ 5.09 481,482 $ 7.67 $ 5.40 Outstanding stock options, which were fully vested and expected to vest and exercisable are as follows as of September 30, 2023 and December 31, 2022: As of September 30, 2023 As of December 31, 2022 Options Fully Options Options Fully Options Number of Options 480,166 480,166 481,025 481,025 Weighted-average remaining contractual term (years) 1.27 1.27 2.02 2.02 Weighted-average exercise price $ 7.51 $ 7.51 $ 7.58 $ 7.58 Aggregate Intrinsic Value (in thousands) $ — $ — $ — $ — 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 nine months ended September 30, 2023 and 2022. Restricted Stock The Company’s restricted stock grants include performance-based and time-based vesting awards. The fair value of restricted shares is typically determined based on the closing price of the Company’s common stock on the date of grant. Performance-Based Awards As of September 30, 2023, 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 nine months ended September 30, 2023, there were no grants of time-based vesting RSUs pursuant to the 2018 Incentive Plan. The Company recognized compensation expense for restricted stock of $1,106 and $1,338 during the three months ended September 30, 2023 and 2022, respectively, and $3,513 and $4,575 during the nine months ended September 30, 2023 and 2022, respectively. Unrecognized compensation cost related to unvested time-based RSUs as of September 30, 2023 totaled $5,385, with a weighted average remaining vesting period of approximately 1.4 years. The total fair value of restricted shares that vested during the three months ended September 30, 2023 and 2022 was $7 and $323, respectively, and $61 and $544 during the nine months ended September 30, 2023 and 2022, respectively. The activity for restricted stock with time-based vesting under the Company’s incentive plans is as follows for the nine months ended September 30, 2023 and 2022: Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Number of Weighted Weighted Number of Weighted Weighted Nonvested, beginning of period 612,191 $ 24.42 2.05 430,728 $ 43.00 2.50 Granted — — 439,500 8.00 Shares vested (210,142) 26.58 (114,018) 39.20 Forfeitures (63,120) 20.10 (83,972) 21.80 Nonvested, end of period 338,929 $ 23.87 1.38 672,238 $ 23.40 2.29 Cash-Based Awards Performance Bonus Agreement On April 2020, the Company entered into a performance bonus agreement with Mr. Grimstad, which was extended through January 3, 2025 in connection with the extension of his employment agreement. Pursuant to the performance bonus agreement, upon the occurrence of a change of control in which the holders of the Company’s common stock receive per share consideration that is equal to or greater than $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. Executive Retention Bonuses On January 31, 2023, the Company agreed to a pay a 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 other 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.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
Stockholders' Equity	Stockholders’ Equity Common Stock At September 30, 2023 and December 31, 2022, there were 249,000,000 shares of common stock authorized and 13,544,329 and 12,955,299 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 September 30, 2023 or December 31, 2022. The Company’s common stockholders are entitled to one vote per share. At-the-Market Offering In August 2022, the Company entered into a fourth 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 as its sales agent. The issuance and sale of shares by the Company under the open market sales agreement was made pursuant to the Company’s effective registration statements on Form S-3. In January 2023, the Company sold 431,429 shares of common stock pursuant to the ATM Program for net proceeds of $155. As of November 13, 2023, $44,183 remained unsold under the ATM Program, however, the Company does not anticipate being able to utilize its ATM Program to effect any further sales of common stock. Preferred Stock At September 30, 2023 and December 31, 2022, 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 September 30, 2023 or December 31, 2022. Notes The Company has outstanding Notes which are convertible into shares of the Company’s common stock at a rate of $127.25 per share. See Note 8 – Debt for additional information regarding the Notes.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements 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 related to an earnout provision in the Company’s acquisition on August 25, 2021 of the Cape Payment Companies and the future contingent payment based on the achievement of certain revenue targets. The earnout provision, if any, was payable no later than March 30, 2023, and was valued at $1,686 as of the acquisition date. At December 31, 2022, the Company determined that it was unlikely that the earnout provision would be met, therefore no value was assigned. The earnout provision was not met, accordingly, no payment was due on March 30, 2023. Summary by Fair Value Hierarchy The Company had no assets or liabilities required to be measured at fair value on a recurring basis at September 30, 2023 or December 31, 2022. Adjustments to the fair value of the contingent consideration liability at the end of each reporting period were recognized in income (loss) from operations in the condensed consolidated statement of operations. The following table presents a reconciliation of the contingent consideration liability classified as a Level 3 financial instrument for the three and nine months ended September 30, 2022 (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Balance, beginning of the period $ 2,043 $ 1,939 Additions — — Decrease in fair value (655) (551) Reductions/settlements — — Balance, end of the period $ 1,388 $ 1,388

Segment Information

Segment Information	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
Segment Information	Segment Information The Company operates through two reportable operating segments based on two primary areas of service: (i) Online Ordering Services, which include operations related to the Company’s technology platform for online ordering; 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. Prior to the third quarter of 2023, the Online Ordering Services Segment was referred to as the Delivery Services Segment (see Note 1 – Organization ). 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 operating segments are the same as those described in the 2022 Form 10-K. 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): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Segments adjusted EBITDA: Online Ordering Services Segment $ (1,226) $ (4,737) $ (5,893) $ (10,366) Third-Party Payment Processing Referral Services Segment (869) 67 (1,884) 294 Total segments adjusted EBITDA (2,095) (4,670) (7,777) (10,072) Reconciling items: Interest expense (961) (1,198) (2,836) (4,363) Income taxes (5) (14) (18) (47) Depreciation and amortization expense (390) (3,599) (1,268) (9,664) Goodwill impairment — (53,898) (9,536) (121,088) Stock-based compensation expense (1,106) (1,338) (3,513) (4,588) Gain (loss) on disposal of assets 10 (55) 32 33 Intangible and other asset impairments (500) — (500) — Induced conversion expense related to Notes — (8,569) — (9,499) Gain on lease modification 135 — 135 — Change in fair value of contingent consideration liability — 655 — 551 Transaction related expenditures and other non-recurring adjustments (294) (776) (345) (2,812) Accrued legal reserve — — — (800) Net loss from continuing operations $ (5,206) $ (73,462) $ (25,626) $ (162,349)

Loss Per Share Attributable to

Loss Per Share Attributable to Common Stockholders	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Loss Per Share Attributable to Common Stockholders	Loss Per Share Attributable to Common Stockholders The calculation of basic and diluted loss per share attributable to common stockholders for the three and nine months ended September 30, 2023 and 2022 is as follows (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Basic and diluted loss per share: Net loss attributable to common stockholders - basic and diluted $ (5,206) $ (73,462) $ (25,626) $ (162,349) Weighted average number of shares outstanding - basic and diluted 13,531,845 9,188,320 13,485,092 8,304,321 Basic and diluted loss per common share $ (0.38) $ (8.00) $ (1.90) $ (19.55) The Company has outstanding Notes which are convertible into shares of the Company’s common stock. See Note 8 – Debt for additional details on the Notes. Based on the conversion price in effect at the end of September 30, 2023 and September 30, 2022, the Notes were convertible into 345,704 and 264,616 shares, respectively, of the Company’s common stock. During the three and nine months ended September 30, 2023 and the three and nine months ended September 30, 2022, the Company’s weighted average common stock price was below the Notes conversion price. Additionally, the Company had net losses during such periods. Accordingly, the shares attributable to the Notes were not considered in the diluted earnings per share calculation. The following table includes securities outstanding at the end of the respective periods, which have been excluded from the fully diluted calculations because the effect on net loss per common share would have been antidilutive: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Antidilutive shares underlying stock-based awards: Stock options 480,166 481,482 480,166 481,482 Restricted stock units 495,645 828,954 495,645 828,954 Warrants — 31,249 — 31,249

Related-Party Transactions

Related-Party Transactions	9 Months Ended
	Sep. 30, 2023
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 Convertible Notes Agreement, and in January 2019, the Company entered into an amendment to the Credit Agreement, and an amendment to the Convertible Notes Agreement with the Luxor Entities. In addition, on each of May 21, 2019, July 15, 2020, March 9, 2021, May 9, 2022, November 8, 2022, January 6, 2023, March 31, 2023 and June 29, 2023, 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. In January 2023, the Company made prepayments totaling $139 on the Term Loan, representing a portion of the net proceeds received by the Company for sales under the ATM Program pursuant to an amendment to the Credit Agreement. Additionally, the Company made a prepayment of $25 on the Term Loan in June 2023 pursuant to the June 2023 Amended Credit Agreement. Jonathan Green, a board member of the Company, is a partner at Luxor Capital. See Note 8 - Debt for additional details on related-party debt. Other Transactions with Related Parties

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The unaudited interim condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) as they apply to interim financial information. Accordingly, the interim condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete annual financial statements, although the Company believes that the disclosures made are adequate to make information not misleading. References to the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) included hereafter refer to the ASC and ASUs established by the Financial Accounting Standards Board (the “FASB”) as the source of authoritative GAAP. The unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, together with management’s discussion and analysis of financial condition and results of operations, contained in our Annual Report on Form 10-K for the year ended December 31, 2022 and filed with the SEC on April 17, 2023 (the “2022 Form 10-K”). The interim condensed consolidated financial statements are unaudited, but in the Company’s opinion, include all adjustments that are necessary for a fair presentation of the results for the periods presented. The interim results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year.
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) online ordering services, which include operations related to the Company’s technology platform for online ordering (“Online Ordering 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 third quarter of 2023, the Online Ordering Services Segment was referred to as the Delivery Services Segment. In connection with the Company’s arrangement with Uber Technologies (see Note 1 – Organization ), all delivery services for items ordered on the Platform are now outsourced to and provided by Uber Direct. See Note 14 – Segment Information for additional information on the Company’s segments and Note 4 – Revenue
Principles of Consolidation	Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and all wholly owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation.
Use of Estimates	Use of Estimates The preparation of the unaudited condensed consolidated financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates and judgments relied upon in preparing these condensed consolidated financial statements affect the following items: • incurred loss estimates under our insurance policies with large deductibles or retention levels; • loss exposure related to claims; • determination of agent vs. principal classification for revenue recognition purposes; • income taxes; • useful lives of tangible and intangible assets; • contingencies; and • fair value of goodwill and other intangible assets, including the recoverability of intangible assets with finite lives and other long-lived assets. The Company regularly assesses these estimates and records changes to estimates in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions believed to be reasonable under the circumstances. Changes in the economic environment, financial markets, and any other parameters used in determining these estimates could cause actual results to differ from those estimates.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company considered the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on these unaudited condensed consolidated financial statements. Recently Adopted Accounting Standards In 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 was effective for and adopted by the Company on January 1, 2023. The adoption of ASU 2021-08 did not have a material impact on the Company’s disclosures or consolidated financial statements.
Revenue from Contracts with Customers	Revenue from Contracts with Customers Online Ordering Services Segment The Online Ordering Services Segment includes operations related to the Company’s technology platform for online ordering. While food ordering is the primary component of the Online Ordering Services Segment, the Company’s technology platform also includes online ordering of various other products such as flowers, auto parts, alcohol and luxury goods. The Company generates revenue (“Online Ordering Transaction Fees”) in the Online Ordering Services Segment primarily when diners or customers place an order on the Platform. Prior to the third quarter of 2023, the Online Ordering Services Segment was referred to as the Delivery Services Segment (See Note 1 – Organization) . Online Ordering 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 Online Ordering Transaction Fees earned from the restaurant on the Platform on a net basis. Online Ordering 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 Online Ordering Transaction Fees, revenue in the Online Ordering Services Segment includes other revenue sources such as paid placement revenue for prominent positioning of a restaurant on the Platform. Prior to the outsourcing of delivery services to Uber Direct, other revenue also included 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. Revenue from bonus up-front fees is recognized once the Company receives the initial fixed up-front bonus amount upon merchant activation. 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 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.

Revenue (Tables)

Revenue (Tables)	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Summary of Revenue	The following table presents our revenue disaggregated by offering. Revenue consists of the following for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Online Ordering Services Segment: Online Ordering Transaction Fees $ 8,397 $ 21,806 $ 32,742 $ 81,138 Other revenue 211 491 1,174 2,077 Total Online Ordering Services Segment 8,608 22,297 33,916 83,215 Third-Party Payment Processing Referral Services Segment 2,872 2,844 8,219 8,137 Total Revenue $ 11,480 $ 25,141 $ 42,135 $ 91,352

Accounts Receivable, Net (Table

Accounts Receivable, Net (Tables)	9 Months Ended
	Sep. 30, 2023
Receivables [Abstract]
Schedule of Accounts Receivable	Accounts receivable consist of the following (in thousands): September 30, December 31, December 31, Credit card receivables $ 763 $ 2,334 $ 1,354 Residual commissions receivable 1,455 1,422 1,342 Receivables from restaurants and customers 747 596 660 Accounts receivable 2,965 4,352 3,356 Less: allowance for doubtful accounts and chargebacks (247) (370) (329) Accounts receivable, net $ 2,718 $ 3,982 $ 3,027

Intangibles Assets and Goodwi_2

Intangibles Assets and Goodwill (Tables)	9 Months Ended
	Sep. 30, 2023
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 September 30, 2023 and December 31, 2022 (in thousands): As of September 30, 2023 Gross Carrying Accumulated Amortization Accumulated Impairment Intangible Assets, Net Intangible assets subject to amortization: Trademarks/Trade name/Patents $ 376 $ (242) $ — $ 134 Customer Relationships 6,500 (1,806) — 4,694 Total intangible assets subject to amortization 6,876 (2,048) — 4,828 Trademarks, not subject to amortization 1,500 — (500) 1,000 Total $ 8,376 $ (2,048) $ (500) $ 5,828 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
Schedule of Estimated Future Amortization Expense of Intangible Assets	Estimated future amortization expense of intangible assets subject to amortization as of September 30, 2023 is as follows (in thousands): Amortization The remainder of 2023 $ 248 2024 953 2025 876 2026 873 2027 867 Thereafter 1,011 Total future amortization $ 4,828
Summary of Goodwill Activity	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). 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 Online Ordering 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 Online Ordering Services Segment Third-Party Payment Processing Referral Services Segment Total Balance as of December 31, 2022 $ — $ 9,536 $ 9,536 June 30, 2023 impairment — (9,536) (9,536) Balance as of September 30, 2023 $ — $ — $ —

Other Current Liabilities (Tabl

Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2023
Other Liabilities Disclosure [Abstract]
Schedule of Other Current Liabilities	Other current liabilities consist of the following (in thousands): September 30, December 31, Accrued insurance expenses $ 7,268 $ 7,139 Accrued estimated workers’ compensation expenses 146 275 Accrued medical contingency 366 366 Accrued legal contingency 1,250 1,250 Accrued sales tax payable 602 307 Other accrued expenses 3,001 3,157 Unclaimed property 2,911 2,795 Other current liabilities 1,885 2,307 Total other current liabilities $ 17,429 $ 17,596

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Schedule of Outstanding Debt Obligations	The Company’s outstanding debt obligations are as follows (in thousands): Coupon Rate Effective Maturity September 30, December 31, Short term debt - related party: Term Loan 7.125% 13.06% May 2024 $ 13,098 $ — Notes 4.5% - 6.0% 4.85% May 2024 43,991 — 57,089 — Less: unamortized debt issuance costs on Term Loan (470) — Less: unamortized debt issuance costs on Notes (97) — $ 56,522 $ — Long term debt - related party: Term Loan 7.125% 13.06% May 2024 $ — $ 12,579 Notes 4.5% - 6.0% 4.85% May 2024 — 42,523 — 55,102 Less: unamortized debt issuance costs on Term Loan — (992) Less: unamortized debt issuance costs on Notes — (209) $ — $ 53,901 Short-term loans for insurance financing 6.25% - 12.95% n/a March 2024 - July 2024 483 1,892 Total outstanding debt $ 57,005 $ 55,793
Interest Income and Interest Expense Disclosure	Interest expense related to the Notes was comprised of the following for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Contractual interest expense $ 500 $ 669 $ 1,468 $ 2,157 Amortization of debt discount 38 37 112 138 $ 538 $ 706 $ 1,580 $ 2,295

Stock-Based Awards and Cash-B_2

Stock-Based Awards and Cash-Based Awards (Tables)	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of Stock Option Activity under Incentive Plans	The stock option activity under the Company’s incentive plans during the nine months ended September 30, 2023 and 2022 is as follows: Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Number of Weighted Weighted Number of Weighted Weighted Balance, beginning of period 481,025 $ 7.58 $ 5.25 482,767 $ 7.74 $ 5.60 Forfeited (859) 44.54 93.46 (1,285) 64.83 88.80 Balance, end of period 480,166 $ 7.51 $ 5.09 481,482 $ 7.67 $ 5.40
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 September 30, 2023 and December 31, 2022: As of September 30, 2023 As of December 31, 2022 Options Fully Options Options Fully Options Number of Options 480,166 480,166 481,025 481,025 Weighted-average remaining contractual term (years) 1.27 1.27 2.02 2.02 Weighted-average exercise price $ 7.51 $ 7.51 $ 7.58 $ 7.58 Aggregate Intrinsic Value (in thousands) $ — $ — $ — $ —
Schedule of Restricted Stock Award Activity under Incentive Plans	The activity for restricted stock with time-based vesting under the Company’s incentive plans is as follows for the nine months ended September 30, 2023 and 2022: Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Number of Weighted Weighted Number of Weighted Weighted Nonvested, beginning of period 612,191 $ 24.42 2.05 430,728 $ 43.00 2.50 Granted — — 439,500 8.00 Shares vested (210,142) 26.58 (114,018) 39.20 Forfeitures (63,120) 20.10 (83,972) 21.80 Nonvested, end of period 338,929 $ 23.87 1.38 672,238 $ 23.40 2.29

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of Reconciliation of Accrued Medical Contingency Liability Classified as Level 3 Financial Instruments	The following table presents a reconciliation of the contingent consideration liability classified as a Level 3 financial instrument for the three and nine months ended September 30, 2022 (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Balance, beginning of the period $ 2,043 $ 1,939 Additions — — Decrease in fair value (655) (551) Reductions/settlements — — Balance, end of the period $ 1,388 $ 1,388

Segment Information (Tables)

Segment Information (Tables)	9 Months Ended
	Sep. 30, 2023
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): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Segments adjusted EBITDA: Online Ordering Services Segment $ (1,226) $ (4,737) $ (5,893) $ (10,366) Third-Party Payment Processing Referral Services Segment (869) 67 (1,884) 294 Total segments adjusted EBITDA (2,095) (4,670) (7,777) (10,072) Reconciling items: Interest expense (961) (1,198) (2,836) (4,363) Income taxes (5) (14) (18) (47) Depreciation and amortization expense (390) (3,599) (1,268) (9,664) Goodwill impairment — (53,898) (9,536) (121,088) Stock-based compensation expense (1,106) (1,338) (3,513) (4,588) Gain (loss) on disposal of assets 10 (55) 32 33 Intangible and other asset impairments (500) — (500) — Induced conversion expense related to Notes — (8,569) — (9,499) Gain on lease modification 135 — 135 — Change in fair value of contingent consideration liability — 655 — 551 Transaction related expenditures and other non-recurring adjustments (294) (776) (345) (2,812) Accrued legal reserve — — — (800) Net loss from continuing operations $ (5,206) $ (73,462) $ (25,626) $ (162,349)

Loss Per Share Attributable t_2

Loss Per Share Attributable to Common Stockholders (Tables)	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Schedule of Calculation of Basic and Diluted Income Per Share Attributable to Common Stockholders	The calculation of basic and diluted loss per share attributable to common stockholders for the three and nine months ended September 30, 2023 and 2022 is as follows (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Basic and diluted loss per share: Net loss attributable to common stockholders - basic and diluted $ (5,206) $ (73,462) $ (25,626) $ (162,349) Weighted average number of shares outstanding - basic and diluted 13,531,845 9,188,320 13,485,092 8,304,321 Basic and diluted loss per common share $ (0.38) $ (8.00) $ (1.90) $ (19.55)
Schedule of Securities Outstanding Excluded From Fully Diluted Calculations	The following table includes securities outstanding at the end of the respective periods, which have been excluded from the fully diluted calculations because the effect on net loss per common share would have been antidilutive: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Antidilutive shares underlying stock-based awards: Stock options 480,166 481,482 480,166 481,482 Restricted stock units 495,645 828,954 495,645 828,954 Warrants — 31,249 — 31,249

Organization (Details)

Organization (Details)	Nov. 18, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Reverse stock split ratio	0.05

Going Concern (Details)

Going Concern (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Accumulated deficit	$ 601,550	$ 575,924
Cash	4,654	12,066
Related Party
Short-term debt, gross	$ 57,089	$ 0

Revenue - Summary of Revenue (D

Revenue - Summary of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation Of Revenue [Line Items]
Total Revenue	$ 11,480	$ 25,141	$ 42,135	$ 91,352
Online Ordering Services Segment
Disaggregation Of Revenue [Line Items]
Total Revenue	8,608	22,297	33,916	83,215
Online Ordering Services Segment | Online Ordering Transaction Fees
Disaggregation Of Revenue [Line Items]
Total Revenue	8,397	21,806	32,742	81,138
Online Ordering Services Segment | Other revenue
Disaggregation Of Revenue [Line Items]
Total Revenue	211	491	1,174	2,077
Third-Party Payment Processing Referral Services Segment
Disaggregation Of Revenue [Line Items]
Total Revenue	$ 2,872	$ 2,844	$ 8,219	$ 8,137

Revenue - Narrative (Details)

Revenue - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Costs to Obtain a Contract With a Customer
Capitalized Contract Cost [Line Items]
Capitalized sales incentives amortization period			5 years
Deferred costs	$ 2,368		$ 2,368		$ 3,128
Deferred costs, current	1,035		1,035		1,032
Amortization expense	259	$ 234	$ 776	$ 663
Costs to Fulfill a Contract With a Customer
Capitalized Contract Cost [Line Items]
Capitalized sales incentives amortization period			5 years
Deferred costs	1,484		$ 1,484		1,834
Deferred costs, current	539		539		$ 527
Amortization expense	$ 136	$ 121	$ 402	$ 325

Accounts Receivable, Net (Detai

Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Receivables [Abstract]
Credit card receivables	$ 763	$ 2,334	$ 1,354
Residual commissions receivable	1,455	1,422	1,342
Receivables from restaurants and customers	747	596	660
Accounts receivable	2,965	4,352	3,356
Less: allowance for doubtful accounts and chargebacks	(247)	(370)	(329)
Accounts receivable, net	$ 2,718	$ 3,982	$ 3,027

Intangibles Assets and Goodwi_3

Intangibles Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022
Intangible Assets [Line Items]
Gross Carrying Amount	$ 6,876		$ 143,400
Accumulated Amortization	(2,048)		(38,233)
Accumulated Impairment	0		(99,602)
Total future amortization	4,828		5,565
Total, Gross Carrying Amount	8,376		146,438
Accumulated Impairment	(500)		(101,140)
Total, Intangible Assets, Net	5,828		7,065
Trademarks
Intangible Assets [Line Items]
Trademarks, not subject to amortization, gross carrying amount	1,500	$ 1,500	3,038
Trademarks, not subject to amortization, accumulated impairment	(500)		(1,538)
Trademarks, not subject to amortization	1,000		1,500
Software
Intangible Assets [Line Items]
Gross Carrying Amount			40,341
Accumulated Amortization			(13,542)
Accumulated Impairment			(26,799)
Total future amortization			0
Trademarks/Trade name/Patents
Intangible Assets [Line Items]
Gross Carrying Amount	376		6,549
Accumulated Amortization	(242)		(6,044)
Accumulated Impairment	0		(284)
Total future amortization	134		221
Customer Relationships
Intangible Assets [Line Items]
Gross Carrying Amount	6,500		96,510
Accumulated Amortization	(1,806)		(18,647)
Accumulated Impairment	0		(72,519)
Total future amortization	$ 4,694		$ 5,344

Intangibles Assets and Goodwi_4

Intangibles Assets and Goodwill - Narrative (Details) $ in Thousands	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($) reportingUnit	Jun. 30, 2022 USD ($) reportingUnit	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Goodwill [Line Items]
Amortization expense	$ 246	$ 3,091		$ 737	$ 8,041
Number of reporting units | reportingUnit		2	1
Goodwill impairment	0	$ 53,898		9,536	$ 121,088
Goodwill	0			0			$ 9,536
Two Reporting Units
Goodwill [Line Items]
Goodwill impairment		1,907		9,536
Goodwill	0		$ 11,443	0			9,536
Two Reporting Units | Third-Party Payment Processing Referral Services Segment
Goodwill [Line Items]
Goodwill impairment		0		9,536
Goodwill	0		9,536	0			9,536
Two Reporting Units | Online Ordering Services Segment
Goodwill [Line Items]
Goodwill impairment		$ 1,907		0
Goodwill	0		$ 1,907	0			0
Intangible asset impairment charge	500			500
Trademarks
Goodwill [Line Items]
Trademarks related to rebranding initiative	$ 1,500			$ 1,500		$ 1,500	$ 3,038

Intangibles Assets and Goodwi_5

Intangibles Assets and Goodwill - Schedule of Estimated Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
The remainder of 2023	$ 248
2024	953
2025	876
2026	873
2027	867
Thereafter	1,011
Total future amortization	$ 4,828	$ 5,565

Intangibles Assets and Goodwi_6

Intangibles Assets and Goodwill - Summary of Goodwill Activity (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Goodwill [Roll Forward]
Goodwill, beginning balance				$ 9,536
Goodwill impairment	$ 0	$ (53,898)		(9,536)	$ (121,088)
Goodwill, ending balance	0			0
One Reporting Unit
Goodwill [Roll Forward]
Goodwill, beginning balance		63,434	$ 130,624		130,624
Goodwill impairment		(51,991)	$ (67,190)
Goodwill, ending balance		11,443			$ 11,443
Two Reporting Units
Goodwill [Roll Forward]
Goodwill, beginning balance		11,443		9,536
Goodwill impairment		(1,907)		(9,536)
Goodwill, ending balance	0			0
Online Ordering Services Segment | Two Reporting Units
Goodwill [Roll Forward]
Goodwill, beginning balance		1,907		0
Goodwill impairment		(1,907)		0
Goodwill, ending balance	0			0
Third-Party Payment Processing Referral Services Segment | Two Reporting Units
Goodwill [Roll Forward]
Goodwill, beginning balance		9,536		9,536
Goodwill impairment		$ 0		(9,536)
Goodwill, ending balance	$ 0			$ 0

Other Current Liabilities (Deta

Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Other Liabilities Disclosure [Abstract]
Accrued insurance expenses	$ 7,268	$ 7,139
Accrued estimated workers’ compensation expenses	146	275
Accrued medical contingency	366	366
Accrued legal contingency	1,250	1,250
Accrued sales tax payable	602	307
Other accrued expenses	3,001	3,157
Unclaimed property	2,911	2,795
Other current liabilities	1,885	2,307
Total other current liabilities	$ 17,429	$ 17,596

Debt - Schedule of Debt Obligat

Debt - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Long term debt - related party:
Total outstanding debt	$ 57,005	$ 55,793
Related Party
Short term debt - related party:
Short-term debt, gross	57,089	0
Short-term debt, total	56,522	0
Long term debt - related party:
Long-term debt, gross	0	55,102
Long-term debt, total	0	53,901
Short-term loans for insurance financing	56,522	0
Nonrelated Party
Short term debt - related party:
Short-term debt, total	483	1,892
Long term debt - related party:
Short-term loans for insurance financing	$ 483	$ 1,892
Minimum | Nonrelated Party
Debt Instrument [Line Items]
Coupon Rate Range in 2022 through 3Q23	6.25%	6.25%
Maximum | Nonrelated Party
Debt Instrument [Line Items]
Coupon Rate Range in 2022 through 3Q23	12.95%	12.95%
Term Loan | Related Party
Debt Instrument [Line Items]
Coupon Rate Range in 2022 through 3Q23	7.125%	7.125%
Effective interest rate	13.06%
Long term debt - related party:
Long-term debt, gross	$ 0	$ 12,579
Less: unamortized debt issuance costs	$ 0	(992)
Notes | Related Party
Debt Instrument [Line Items]
Effective interest rate	4.85%
Long term debt - related party:
Long-term debt, gross	$ 0	42,523
Less: unamortized debt issuance costs	$ 0	(209)
Long-term debt, total		$ 42,314
Notes | Minimum | Related Party
Debt Instrument [Line Items]
Coupon Rate Range in 2022 through 3Q23	4.50%	4.50%
Notes | Maximum | Related Party
Debt Instrument [Line Items]
Coupon Rate Range in 2022 through 3Q23	6%	6%
Term Loan | Related Party
Debt Instrument [Line Items]
Coupon Rate Range in 2022 through 3Q23	7.125%	7.125%
Effective interest rate	13.06%
Short term debt - related party:
Short-term debt, gross	$ 13,098	$ 0
Less: unamortized debt issuance costs	$ (470)	0
Notes | Related Party
Debt Instrument [Line Items]
Effective interest rate	4.85%
Short term debt - related party:
Short-term debt, gross	$ 43,991	0
Less: unamortized debt issuance costs	(97)	$ 0
Short-term debt, total	43,894
Long term debt - related party:
Short-term loans for insurance financing	$ 43,894
Notes | Minimum | Related Party
Debt Instrument [Line Items]
Coupon Rate Range in 2022 through 3Q23	4.50%	4.50%
Notes | Maximum | Related Party
Debt Instrument [Line Items]
Coupon Rate Range in 2022 through 3Q23	6%	6%

Debt - Narrative (Details)

Debt - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands

1 Months Ended

2 Months Ended

3 Months Ended

5 Months Ended

9 Months Ended

Jun. 29, 2023

Jan. 06, 2023

Jun. 30, 2023

Jan. 31, 2023

Dec. 31, 2022

Sep. 30, 2023

Jun. 30, 2023

Mar. 31, 2023

Sep. 30, 2022

Mar. 31, 2023

Sep. 30, 2023

Sep. 30, 2022

Debt Instrument [Line Items]

Contractual interest expense

$ 961

$ 1,198

$ 2,836

$ 4,363

Repayments of long-term debt

$ 164

20,000

Conversion price per share (in dollars per share)

$ 127.25

$ 127.25

Related Party

Debt Instrument [Line Items]

Net carrying value of Notes, short-term debt

$ 0

$ 56,522

$ 56,522

Net carrying value of Notes, long-term debt

53,901

0

0

Related Party | Notes

Debt Instrument [Line Items]

Net carrying value of Notes, short-term debt

43,894

43,894

January 2023 Amended Debt Agreement

Debt Instrument [Line Items]

Financial plan delivery period following year end

30 days

June 2023 Amended Debt Agreement

Debt Instrument [Line Items]

Extension period of financial statements submission to lenders

5 days

Term Loan

Debt Instrument [Line Items]

Contractual interest expense

234

$ 228

$ 221

Term Loan | November 2022 Amended Debt Agreement

Debt Instrument [Line Items]

Repayments of long-term debt

$ 25

$ 25

$ 139

Percentage of proceeds of future at-the-market public common stock issuances

60%

Notes

Debt Instrument [Line Items]

Contractual interest expense

$ 500

$ 489

$ 479

$ 669

$ 1,468

$ 2,157

Notes | Related Party

Debt Instrument [Line Items]

Net carrying value of Notes, long-term debt

$ 42,314

Notes | November 2022 Amended Debt Agreement

Debt Instrument [Line Items]

Maximum paid-in-kind interest payment, percent

33%

33%

Notes | March 2023 Amended Debt Agreement

Debt Instrument [Line Items]

Maximum paid-in-kind interest payment, percent

100%

Notes | June 2023 Amended Debt Agreement

Debt Instrument [Line Items]

Maximum paid-in-kind interest payment, percent

100%

100%

Debt - Interest Income and Inte

Debt - Interest Income and Interest Expense Disclosure (Details) - USD ($) $ in Thousands	3 Months Ended				9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Debt Instrument [Line Items]
Contractual interest expense	$ 961			$ 1,198	$ 2,836	$ 4,363
Notes
Debt Instrument [Line Items]
Contractual interest expense	500	$ 489	$ 479	669	1,468	2,157
Amortization of debt discount	38			37	112	138
Interest expense, debt, excluding amortization	$ 538			$ 706	$ 1,580	$ 2,295

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income tax expense	$ 5	$ 14	$ 18	$ 47

Commitments and Contingent Li_2

Commitments and Contingent Liabilities (Details) $ in Thousands

1 Months Ended

3 Months Ended

9 Months Ended

Jul. 01, 2021 USD ($)

Jun. 22, 2021 USD ($)

Nov. 30, 2022 plaintiff

Sep. 30, 2022

Jul. 31, 2022

May 31, 2020 plaintiff

Sep. 30, 2023 USD ($) lease

Mar. 31, 2022 USD ($)

Sep. 30, 2023 USD ($) lease

Sep. 30, 2022 USD ($)

Dec. 31, 2022 USD ($)

Dec. 31, 2021 USD ($)

Apr. 30, 2019 partner

Other Commitments [Line Items]

Number of amended operating lease agreements | lease

1

1

Reduction of remaining lease payments (percent)

22%

22%

Decrease in operating lease right-of-use asset

$ 470

$ 470

$ 0

Decrease in operating lease liability

605

605

0

Gain on lease modification

135

135

$ 0

Right-of-use asset impairment

0

0

Outstanding workers compensation and auto policy reserves

$ 7,414

7,414

$ 7,349

Cash paid to plaintiff

$ 4,700

One time payment in settlement agreement, extension period

8 months

8 months

One-time payment in settlement agreement

$ 800

$ 800

$ 800

Number of restaurant partner | partner

10,000

Estimated litigation liability

$ 1,250

Jenson et al. v. Bitesquad.com, LLC

Other Commitments [Line Items]

Number of plaintiffs | plaintiff

3

Jessie Stewart, Bradley Stewart & Sheila Ludwig vs. Waitr Inc. of LA., Waitr Holdings, Inc., Delivery Logistics, LLC, et al

Other Commitments [Line Items]

Number of plaintiffs | plaintiff

3

MetLife Sponsorship Agreement

Other Commitments [Line Items]

Sponsorship agreement term

5 years

FLA Sponsorship Agreement

Other Commitments [Line Items]

Sponsorship agreement term

4 years

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		9 Months Ended
	Feb. 17, 2023	Apr. 30, 2020	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Jan. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Mr. Grimstad
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Retention bonus liability							$ 1,000
Retention bonus paid	$ 750
Mr. Grimstad | Deferred Bonus
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Retention bonus deferred							250
Executive Officer
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Retention bonus liability							500
Retention bonus paid	$ 375
Executive Officer | Deferred Bonus
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Retention bonus deferred							$ 125
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Compensation expense						$ 13
Unrecognized compensation cost related to unvested stock options			$ 0		$ 0
Aggregate intrinsic value of awards exercised					$ 0	$ 0
2018 Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, reserved for issuance (in shares)			1,104,838		1,104,838
2018 Incentive Plan | Grimstad Option | Performance Bonus Agreement
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Minimum consideration common stock payable, per share (in dollars per share)		$ 40
Bonus payable		$ 5,000
2018 Incentive Plan | Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Grants under plan (in shares)					0	0
2018 Incentive Plan | Grimstad RSU Grant | Grimstad Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Compensation expense		0
Shares outstanding (in shares)			156,716		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			$ 1,106	$ 1,338	$ 3,513	$ 4,575
Unrecognized compensation cost related to unvested stock options			$ 5,385		$ 5,385
Shares outstanding (in shares)			338,929	672,238	338,929	672,238		612,191	430,728
Shares granted (in shares)					0	439,500
Weighted average remaining vesting period					1 year 4 months 24 days
Fair value of restricted shares vested			$ 7	$ 323	$ 61	$ 544
Amended 2014 Stock Plan and 2018 Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Compensation expense			$ 1,106	$ 1,338	$ 3,513	$ 4,588

Stock-Based Awards and Cash-B_4

Stock-Based Awards and Cash-Based Awards - Schedule of Stock Option Activity under Incentive Plans (Details) - 2018 Incentive Plan - Stock Options - $ / shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Number of Shares
Beginning balance (in shares)	481,025	482,767
Forfeited (in shares)	(859)	(1,285)
Ending balance (in shares)	480,166	481,482
Weighted Average Exercise Price
Beginning balance (in dollars per share)	$ 7.58	$ 7.74
Forfeited (in dollars per share)	44.54	64.83
Ending balance (in dollars per share)	7.51	7.67
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share)	5.25	5.60
Forfeited (in dollars per share)	93.46	88.80
Ending balance (in dollars per share)	$ 5.09	$ 5.40

Stock-Based Awards and Cash-B_5

Stock-Based Awards and Cash-Based Awards - Schedule of Outstanding Stock Options Fully Vested and Expected to Vest and Exercisable (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options Fully Vested and Expected to Vest, Number of Options (in shares)	480,166	481,025
Options Fully Vested and Expected to Vest, Weighted-average remaining contractual term (years)	1 year 3 months 7 days	2 years 7 days
Options Fully Vested and Expected to Vest, Weighted-average exercise price (in dollars per share)	$ 7.51	$ 7.58
Options Fully Vested and Expected to Vest, Aggregate Intrinsic Value (in thousands)	$ 0	$ 0
Options Exercisable, Number of Options (in shares)	480,166	481,025
Options Exercisable, Weighted-average remaining contractual term (years)	1 year 3 months 7 days	2 years 7 days
Options Exercisable, Weighted-average exercise price (in dollars per share)	$ 7.51	$ 7.58
Options Exercisable, Aggregate Intrinsic Value (in thousands)	$ 0	$ 0

Stock-Based Awards and Cash-B_6

Stock-Based Awards and Cash-Based Awards - Schedule of Restricted Stock Award Activity under Incentive Plans (Details) - Restricted Stock Units (RSUs) - 2018 Incentive Plan - $ / shares	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Number of Shares
Beginning balance (in shares)	612,191	430,728	430,728
Granted (in shares)	0	439,500
Shares vested (in shares)	(210,142)	(114,018)
Forfeitures (in shares)	(63,120)	(83,972)
Ending balance (in shares)	338,929	672,238	612,191	430,728
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share)	$ 24.42	$ 43	$ 43
Granted (in dollars per share)	0	8
Shares vested (in dollars per share)	26.58	39.20
Forfeitures (in dollars per share)	20.10	21.80
Ending balance (in dollars per share)	$ 23.87	$ 23.40	$ 24.42	$ 43
Weighted Average Remaining Contractual Term (years)	1 year 4 months 17 days	2 years 3 months 14 days	2 years 18 days	2 years 6 months

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		3 Months Ended	9 Months Ended
	Jan. 31, 2023	Aug. 31, 2022	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Nov. 13, 2023	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Class Of Stock [Line Items]
Common stock, authorized (in shares)				249,000,000				249,000,000
Common stock, outstanding (in shares)				13,544,329				12,955,299
Common stock, issued (in shares)				13,544,329				12,955,299
Common stock, par value (in dollars per share)				$ 0.0001				$ 0.0001
Number of votes per share				one vote per share
Preferred stock, shares authorized (in shares)				1,000,000				1,000,000
Preferred stock par value (in dollars per share)				$ 0.0001				$ 0.0001
Preferred stock, shares issued (in shares)				0				0
Preferred stock, shares outstanding (in shares)				0				0
Conversion price per share (in dollars per share)				$ 127.25
Common stock
Class Of Stock [Line Items]
Common stock, outstanding (in shares)			10,321,036	13,544,329	10,321,036		13,506,812	12,955,299	8,172,435	7,304,714
Issuance of common stock (in shares)			748,333	431,429	1,352,083
Common stock | August 2022 ATM Program
Class Of Stock [Line Items]
Maximum aggregate offering price		$ 50,000
Issuance of common stock (in shares)	431,429
Net proceeds from issuance of stock	$ 155
Common stock | August 2022 ATM Program | Subsequent Event
Class Of Stock [Line Items]
Value of unsold shares						$ 44,183

Fair Value Measurements - Narra

Fair Value Measurements - Narrative (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands	Sep. 30, 2023	Mar. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2021	Aug. 25, 2021
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Assets to be measured at fair value	$ 0		$ 0
Liabilities to be measured at fair value	$ 0		0
Level 3 | Contingent Consideration
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Earnout provision		$ 0	$ 0	$ 1,388	$ 2,043	$ 1,939	$ 1,686

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Reconciliation of Contingent Consideration Liability Classified as Level 3 Financial Instruments (Details) - Fair Value, Measurements, Recurring - Level 3 - Contingent Consideration - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Contingent Liabilities [Roll Forward]
Balance, beginning of the period	$ 2,043	$ 1,939
Additions	0	0
Decrease in fair value	(655)	(551)
Reductions/settlements	0	0
Balance, end of the period	$ 1,388	$ 1,388

Segment Reporting - Narrative (

Segment Reporting - Narrative (Details)	9 Months Ended
	Sep. 30, 2023 segment
Segment Reporting [Abstract]
Number of operating segments	2
Number of reportable segments	2

Segment Information - Schedule

Segment Information - Schedule of Reconciliation of Total Segment Adjusted EBITDA to Income (Loss) From Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Interest expense	$ (961)	$ (1,198)	$ (2,836)	$ (4,363)
Income taxes	(5)	(14)	(18)	(47)
Depreciation and amortization expense	(390)	(3,599)	(1,268)	(9,664)
Goodwill impairment	0	(53,898)	(9,536)	(121,088)
Gain (loss) on disposal of assets	10	(55)	32	33
Intangible and other asset impairments	(500)	0	(500)	0
Induced conversion expense related to Notes			0	(9,499)
Gain on lease modification	135		135	0
Change in fair value of contingent consideration liability			0	551
NET LOSS FROM CONTINUING OPERATIONS	(5,206)	(73,462)	(25,626)	(162,349)
Operating Segments
Segment Reporting Information [Line Items]
Total segments adjusted EBITDA	(2,095)	(4,670)	(7,777)	(10,072)
Segment Reconciling Items
Segment Reporting Information [Line Items]
Interest expense	(961)	(1,198)	(2,836)	(4,363)
Income taxes	(5)	(14)	(18)	(47)
Depreciation and amortization expense	(390)	(3,599)	(1,268)	(9,664)
Goodwill impairment	0	(53,898)	(9,536)	(121,088)
Stock-based compensation expense	(1,106)	(1,338)	(3,513)	(4,588)
Gain (loss) on disposal of assets	10	(55)	32	33
Intangible and other asset impairments	(500)	0	(500)	0
Induced conversion expense related to Notes	0	(8,569)	0	(9,499)
Gain on lease modification	135	0	135	0
Change in fair value of contingent consideration liability	0	655	0	551
Transaction related expenditures and other non-recurring adjustments	(294)	(776)	(345)	(2,812)
Accrued legal reserve	0	0	0	(800)
Online Ordering Services Segment | Operating Segments
Segment Reporting Information [Line Items]
Total segments adjusted EBITDA	(1,226)	(4,737)	(5,893)	(10,366)
Third-Party Payment Processing Referral Services Segment | Operating Segments
Segment Reporting Information [Line Items]
Total segments adjusted EBITDA	$ (869)	$ 67	$ (1,884)	$ 294

Loss Per Share Attributable t_3

Loss Per Share Attributable to Common Stockholders - Schedule of Calculation of Basic and Diluted Income Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Earnings Per Share [Abstract]
Net loss attributable to common stockholders - basic	$ (5,206)	$ (73,462)	$ (25,626)	$ (162,349)
Net loss attributable to common stockholders - diluted	$ (5,206)	$ (73,462)	$ (25,626)	$ (162,349)
Weighted average number of shares outstanding - basic (in shares)	13,531,845	9,188,320	13,485,092	8,304,321
Weighted average number of shares outstanding - diluted (in shares)	13,531,845	9,188,320	13,485,092	8,304,321
Basic loss per common share (in dollars per share)	$ (0.38)	$ (8)	$ (1.90)	$ (19.55)
Diluted loss per common share (in dollars per share)	$ (0.38)	$ (8)	$ (1.90)	$ (19.55)

Loss Per Share Attributable t_4

Loss Per Share Attributable to Common Stockholders - Narrative (Details) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Earnings Per Share [Abstract]
Conversion of notes into common stock (in shares)	345,704	264,616

Loss Per Share Attributable t_5

Loss Per Share Attributable to Common Stockholders - Schedule of Securities Outstanding Excluded From Fully Diluted Calculations (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares underlying stock-based awards:	480,166	481,482	480,166	481,482
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares underlying stock-based awards:	495,645	828,954	495,645	828,954
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares underlying stock-based awards:	0	31,249	0	31,249

Related-Party Transactions (Det

Related-Party Transactions (Details) - USD ($) $ in Thousands		1 Months Ended		3 Months Ended		9 Months Ended
	Jun. 29, 2023	Jun. 30, 2023	Jan. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Related Party Transaction [Line Items]
Repayments of long-term debt						$ 164	$ 20,000
November 2022 Amended Debt Agreement | Term Loan
Related Party Transaction [Line Items]
Repayments of long-term debt	$ 25	$ 25	$ 139
Affiliated Entity | Restaurants | Related Party
Related Party Transaction [Line Items]
Revenue				$ 49	$ 60	$ 157	$ 237