xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO | ||||
Or
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Landcadia Holdings, Inc.
001-37788
(Commission File Number)
| Delaware | 26-3828008 | |||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||
214 Jefferson Street, Suite 200 Lafayette, Louisiana | 70501 | |||||
| (Address of principal executive offices) | (Zip Code) | |||||
1510 West Loop South Houston, Texas 77027
(Address of principal executive offices, including zip code)
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, Par Value $0.0001 Per Share | WTRH | The Nasdaq Stock Market LLC | ||||||||||||
YES
x| Large accelerated filer | o | Accelerated filer | x | ||||||||
| Non-accelerated filer | o | Smaller reporting company | o | ||||||||
| Emerging growth company | o | ||||||||||
As
LANDCADIA HOLDINGS, INC.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2017
TABLE OF CONTENTS
| Page | |||||||||
| March 31, 2022 and December 31, 2021 | |||||||||
Balance Sheets
| September 30, 2017 | December 31, 2016 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 675,706 | $ | 1,063,350 | ||||
| Prepaid expenses | 71,425 | 153,699 | ||||||
| Total current assets | 747,131 | 1,217,049 | ||||||
| Cash, cash equivalents, and accrued interest held in trust account | 251,440,708 | 250,256,735 | ||||||
| Total assets | $ | 252,187,839 | $ | 251,473,784 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | 349,318 | $ | 134,047 | ||||
| Total current liabilities | 349,318 | 134,047 | ||||||
| Deferred underwriting commissions | 8,750,000 | 8,750,000 | ||||||
| Total liabilities | 9,099,318 | 8,884,047 | ||||||
| Class A common stock subject to possible redemption, 23,672,431 and 23,734,599 shares at redemption value of approximately $10.06 and $10.01, respectively | 238,088,511 | 237,589,727 | ||||||
| Stockholders' equity: | ||||||||
| Preferred stock, $0.0001 par value, 1,000,000 authorized, no shares issued or outstanding | - | - | ||||||
| Common stock: | ||||||||
| Class A common stock, $0.0001 par value, 200,000,000 shares authorized, 1,327,569 and 1,265,401 shares issued and outstanding (excluding 23,672,431 and 23,734,599 shares subject to possible redemption), respectively | 133 | 127 | ||||||
| Class F common stock, $0.0001 par value, 20,000,000 shares authorized, 6,250,000 issued and outstanding | 625 | 625 | ||||||
| Additional paid-in capital | 4,516,891 | 5,015,681 | ||||||
| Retained earnings (accumulated deficit) | 482,361 | (16,423 | ) | |||||
| Total stockholders' equity | 5,000,010 | 5,000,010 | ||||||
| Total liabilities and stockholders' equity | $ | 252,187,839 | $ | 251,473,784 | ||||
in thousands, except share and per share data)
| March 31, 2022 | December 31, 2021 | ||||||||||
| Unaudited | |||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS | |||||||||||
| Cash | $ | 54,877 | $ | 60,111 | |||||||
| Accounts receivable, net | 3,875 | 3,027 | |||||||||
| Capitalized contract costs, current | 1,285 | 1,170 | |||||||||
| Prepaid expenses and other current assets | 5,293 | 8,706 | |||||||||
| TOTAL CURRENT ASSETS | 65,330 | 73,014 | |||||||||
| Property and equipment, net | 3,137 | 3,763 | |||||||||
| Capitalized contract costs, noncurrent | 3,346 | 3,183 | |||||||||
| Goodwill | 63,434 | 130,624 | |||||||||
| Intangible assets, net | 43,000 | 43,126 | |||||||||
| Operating lease right-of-use assets | 3,901 | 4,327 | |||||||||
| Other noncurrent assets | 999 | 1,070 | |||||||||
| TOTAL ASSETS | $ | 183,147 | $ | 259,107 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| LIABILITIES: | |||||||||||
| CURRENT LIABILITIES | |||||||||||
| Accounts payable | $ | 5,985 | $ | 7,018 | |||||||
| Restaurant food liability | 2,591 | 3,327 | |||||||||
| Accrued payroll | 1,446 | 2,988 | |||||||||
| Short-term loans for insurance financing | 1,293 | 3,142 | |||||||||
| Income tax payable | 90 | 74 | |||||||||
| Operating lease liabilities | 1,420 | 1,581 | |||||||||
| Other current liabilities | 20,055 | 19,309 | |||||||||
| TOTAL CURRENT LIABILITIES | 32,880 | 37,439 | |||||||||
| Long term debt - related party | 82,284 | 81,977 | |||||||||
| Accrued medical contingency | — | 53 | |||||||||
| Operating lease liabilities, net of current portion | 2,745 | 3,034 | |||||||||
| Other noncurrent liabilities | 59 | 2,115 | |||||||||
| TOTAL LIABILITIES | 117,968 | 124,618 | |||||||||
| Commitments and contingent liabilities (Note 10) | 0 | 0 | |||||||||
| STOCKHOLDERS’ EQUITY: | |||||||||||
| Common stock, $0.0001 par value; 249,000,000 shares authorized and 155,705,647 and 146,094,300 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 15 | 15 | |||||||||
| Additional paid in capital | 511,515 | 503,609 | |||||||||
| Accumulated deficit | (446,351) | (369,135) | |||||||||
| TOTAL STOCKHOLDERS’ EQUITY | 65,179 | 134,489 | |||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 183,147 | $ | 259,107 | |||||||
Statements of Operations
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| (unaudited) | (unaudited) | |||||||||||||||
| Expenses: | ||||||||||||||||
| General and administrative expenses | $ | 125,757 | $ | 75,188 | $ | 415,875 | $ | 111,429 | ||||||||
| Loss from operations | (125,757 | ) | (75,188 | ) | (415,875 | ) | (111,429 | ) | ||||||||
| Other income: | ||||||||||||||||
| Interest income | 540,183 | 107,281 | 1,183,973 | 107,374 | ||||||||||||
| Income (loss) before taxes | 414,426 | 32,093 | 768,098 | (4,055 | ) | |||||||||||
| Tax provision | (145,308 | ) | - | (269,314 | ) | - | ||||||||||
| Net income (loss) | $ | 269,118 | $ | 32,093 | $ | 498,784 | $ | (4,055 | ) | |||||||
| Basic and diluted loss per share: | ||||||||||||||||
| Loss available to common shares | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.05 | ) | $ | (0.01 | ) | ||||
| Basic and diluted weighted average number of shares | 7,561,293 | 7,496,470 | 7,543,218 | 7,498,025 | ||||||||||||
in thousands, except share and per share data)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| REVENUE | $ | 35,040 | $ | 50,930 | |||||||||||||||||||
| COSTS AND EXPENSES: | |||||||||||||||||||||||
| Operations and support | 20,279 | 30,338 | |||||||||||||||||||||
| Sales and marketing | 6,253 | 4,016 | |||||||||||||||||||||
| Research and development | 1,311 | 999 | |||||||||||||||||||||
| General and administrative | 11,545 | 10,186 | |||||||||||||||||||||
| Depreciation and amortization | 3,065 | 2,917 | |||||||||||||||||||||
| Goodwill impairment | 67,190 | — | |||||||||||||||||||||
| Gain on disposal of assets | (17) | (3) | |||||||||||||||||||||
| TOTAL COSTS AND EXPENSES | 109,626 | 48,453 | |||||||||||||||||||||
| (LOSS) INCOME FROM OPERATIONS | (74,586) | 2,477 | |||||||||||||||||||||
| OTHER EXPENSES AND LOSSES, NET | |||||||||||||||||||||||
| Interest expense | 1,704 | 1,901 | |||||||||||||||||||||
| Other expense | 910 | 4,264 | |||||||||||||||||||||
| NET LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (77,200) | (3,688) | |||||||||||||||||||||
| Income tax expense | 16 | 24 | |||||||||||||||||||||
| NET LOSS FROM CONTINUING OPERATIONS | $ | (77,216) | $ | (3,712) | |||||||||||||||||||
| LOSS PER SHARE: | |||||||||||||||||||||||
| Basic | $ | (0.50) | $ | (0.03) | |||||||||||||||||||
| Diluted | $ | (0.50) | $ | (0.03) | |||||||||||||||||||
| Weighted average shares used to compute net loss per share: | |||||||||||||||||||||||
| Weighted average common shares outstanding – basic | 153,629,968 | 112,334,094 | |||||||||||||||||||||
| Weighted average common shares outstanding – diluted | 153,629,968 | 112,334,094 | |||||||||||||||||||||
Statements of Cash Flows
| Nine months ended September 30, | ||||||||
| 2017 | 2016 | |||||||
| (unaudited) | ||||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | 498,784 | $ | (4,055 | ) | |||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Trust account interest income | (1,183,973 | ) | (107,374 | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) decrease in prepaid expenses | 82,274 | (181,425 | ) | |||||
| Increase (decrease) in accounts payable and accrued liabilities | 215,271 | 166,088 | ||||||
| Increase (decrease) in receivable/payable to affiliates | - | (11,700 | ) | |||||
| Net cash used in operating activities | (387,644 | ) | (138,466 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Trust account deposit | - | (250,000,000 | ) | |||||
| Net cash from investing activities | - | (250,000,000 | ) | |||||
| Cash flows from financing activities: | ||||||||
| Proceeds from public offering | - | 250,000,000 | ||||||
| Proceeds from sale of private placement warrants | - | 7,000,000 | ||||||
| Payment of underwriting discounts | - | (5,000,000 | ) | |||||
| Payment of offering costs | - | (622,183 | ) | |||||
| Payment of affiliate notes payable | - | (27,750 | ) | |||||
| Net cash from financing activities | - | 251,350,067 | ||||||
| Net (decrease) increase in cash and cash equivalents | (387,644 | ) | 1,211,601 | |||||
| Cash and cash equivalents at beginning of period | 1,063,350 | 10,845 | ||||||
| Cash and cash equivalents at end of period | $ | 675,706 | $ | 1,222,446 | ||||
| Non-cash financing activities: | ||||||||
| Change in value of common shares subject to possible conversion | $ | 498,784 | $ | - | ||||
| Deferred underwriting commissions | $ | - | $ | 8,750,000 | ||||
| Forfeiture of Class F shares | $ | - | $ | 238 | ||||
| Accrued offering costs | $ | - | $ | 4,907 | ||||
in thousands)
| Three Months Ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | (77,216) | $ | (3,712) | |||||||
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||||||||
| Non-cash interest expense | 310 | 772 | |||||||||
| Stock-based compensation | 1,671 | 2,078 | |||||||||
| Gain on disposal of assets | (17) | (3) | |||||||||
| Depreciation and amortization | 3,065 | 2,917 | |||||||||
| Goodwill impairment | 67,190 | — | |||||||||
| Amortization of capitalized contract costs | 302 | 194 | |||||||||
| Change in fair value of contingent consideration liability | 81 | — | |||||||||
| Other | (24) | (66) | |||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts receivable | (848) | (1,624) | |||||||||
| Capitalized contract costs | (580) | (655) | |||||||||
| Prepaid expenses and other current assets | 3,413 | 1,899 | |||||||||
| Other noncurrent assets | 93 | 27 | |||||||||
| Accounts payable | (1,033) | 20 | |||||||||
| Restaurant food liability | (736) | 1,589 | |||||||||
| Income tax payable | 16 | 24 | |||||||||
| Accrued payroll | (1,542) | 1,479 | |||||||||
| Accrued medical contingency | (53) | (143) | |||||||||
| Other current liabilities | (940) | 8,051 | |||||||||
| Other noncurrent liabilities | (387) | (38) | |||||||||
| Net cash (used in) provided by operating activities | (7,235) | 12,809 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property and equipment | (26) | (165) | |||||||||
| Internally developed software | (2,347) | (1,722) | |||||||||
| Purchase of domain names | (12) | — | |||||||||
| Acquisitions, net of cash acquired | — | (10,927) | |||||||||
| Proceeds from sale of property and equipment | — | 9 | |||||||||
| Net cash used in investing activities | (2,385) | (12,805) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of stock | 6,235 | — | |||||||||
| Payments on long-term loan | — | (14,472) | |||||||||
| Payments on short-term loans for insurance financing | (1,849) | (1,583) | |||||||||
| Payments on acquisition loans | — | (66) | |||||||||
| Proceeds from exercise of stock options | — | 6 | |||||||||
| Taxes paid related to net settlement on stock-based compensation | — | (732) | |||||||||
| Net cash provided by (used in) financing activities | 4,386 | (16,847) | |||||||||
| Net change in cash | (5,234) | (16,843) | |||||||||
| Cash, beginning of period | 60,111 | 84,706 | |||||||||
| Cash, end of period | $ | 54,877 | $ | 67,863 | |||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Cash paid during the period for interest | $ | 1,394 | $ | 1,129 | |||||||
| Supplemental disclosures of non-cash investing and financing activities: | |||||||||||
| Stock issued as consideration in acquisition | $ | — | $ | 11,500 | |||||||
| Noncash impact of operating lease assets upon adoption | — | 5,387 | |||||||||
| Noncash impact of operating lease liabilities upon adoption | — | 5,792 | |||||||||
Notes to Financial Statements
Business
Landcadiain thousands, except share data)
| Three Months Ended March 31, 2022 | |||||||||||||||||||||||||||||
| Common stock | Additional paid in capital | Accumulated deficit | Total stockholders’ equity | ||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||
| Balances at December 31, 2021 | 146,094,300 | $ | 15 | $ | 503,609 | $ | (369,135) | $ | 134,489 | ||||||||||||||||||||
| Net loss | — | — | — | (77,216) | (77,216) | ||||||||||||||||||||||||
| Exercise of stock options and vesting of restricted stock units | 152,692 | — | — | — | — | ||||||||||||||||||||||||
| Stock-based compensation | — | — | 1,671 | — | 1,671 | ||||||||||||||||||||||||
| Issuance of common stock, net | 9,458,655 | — | 6,235 | — | 6,235 | ||||||||||||||||||||||||
| Balances at March 31, 2022 | 155,705,647 | $ | 15 | $ | 511,515 | $ | (446,351) | $ | 65,179 | ||||||||||||||||||||
| Three Months Ended March 31, 2021 | |||||||||||||||||||||||||||||
| Common stock | Additional paid in capital | Accumulated deficit | Total stockholders’ equity | ||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||
| Balances at December 31, 2020 | 111,259,037 | $ | 11 | $ | 451,991 | $ | (363,906) | $ | 88,096 | ||||||||||||||||||||
| Net loss | — | — | — | (3,712) | (3,712) | ||||||||||||||||||||||||
| Exercise of stock options and vesting of restricted stock units | 537,436 | — | 6 | — | 6 | ||||||||||||||||||||||||
| Taxes paid related to net settlement on stock-based compensation | — | — | (732) | — | (732) | ||||||||||||||||||||||||
| Stock-based compensation | — | — | 2,078 | — | 2,078 | ||||||||||||||||||||||||
| Equity issued for asset acquisitions | 3,590,667 | — | 11,500 | — | 11,500 | ||||||||||||||||||||||||
| Balances at March 31, 2021 | 115,387,140 | $ | 11 | $ | 464,843 | $ | (367,618) | $ | 97,236 | ||||||||||||||||||||
The Company has not had any significant operations to date. The Company is a blank-check company formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (the “Business Combination”) with one or more operating businesses. All activity through September 30, 2017 relates to the Company’s initial public offering (the “public offering”) and search for a Business Combination. There is no assurance that its plans to consummate a Business Combination will be successful within the target business acquisition period, as described herein.
Sponsors
United States. The Company’s sponsors are Fertitta Entertainment, Inc., a Texas corporation, (the “FEI Sponsor”)technology platform includes the Waitr, Bite Squad and Leucadia National Corporation, a New York corporation, (the “Leucadia Sponsor”, and together with FEI Sponsor,Delivery Dudes mobile applications, collectively referred to as the “Sponsors”)“Platforms”. The FEI Sponsor is wholly owned by Tilman J. Fertitta, the Company’s Co-ChairmanPlatforms allow consumers to browse local restaurants and Chief Executive Officer.
Financing
The registration statementmenus, track order and delivery status, and securely store previous orders for the Company’s public offering was declared effective by the U.S. Securitiesease of use and Exchange Commission (“SEC”) on May 25, 2016. The Company intends to finance its Business Combination in part with proceedsconvenience. Restaurants benefit from the $250,000,000 public offering and the $7,000,000 private placement of sponsor warrants (“private placement”), see Notes 4 and 5. Upon the closing of the public offering and the private placement, on June 1, 2016, $250,000,000 was placed in a trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee.
Trust Account
Funds heldonline Platforms through increased exposure to consumers for expanded business in the Trust Account can only be invested in permitted United States ‘‘government securities’’ within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 180 days or less or in moneydelivery market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.
The Company’s second amended and restated certificate of incorporation (the “Certificate of Incorporation”) provides that, other than the withdrawal of interestcarryout sales.
Initial Business Combination
The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account, excluding the deferred underwriting commissions and taxes payable on the income earned by the Trust Account, at the time of the agreement to enter into the initial Business Combination.
The Company, after signing a definitive agreement for the Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely at its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete the Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination.
Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of the Business Combination and does not conduct redemptions in connection with the Business Combinationthird-party payment processing solution providers, pursuant to the tender offer rules, the Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13acquisition of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the public offering.
If the Company holds a stockholder vote in connection with the Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable. As a result, such public shares are recorded at redemption value and classified as temporary equity following completion of the public offering (“Redeemable Shares”), in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB, ASC”) 480, ‘‘Distinguishing Liabilities from Equity.’’ The amount in the Trust Account was initially $10.00 per public share ($250,000,000 held in the Trust Account divided by 25,000,000 public shares). For further information regarding the Redeemable Shares, see Note 3.
The Company will have 24 months from the closing of the public offering to complete the Business Combination. If the Company does not complete the Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares for a per share pro rata portion of the Trust Account, including interest (less taxes payable and up to $50,000 of such net interest to pay dissolution expenses), and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsors and certain persons who received unregistered shares of Class F common stock of the Company (the ‘‘Initial Stockholders’’) have entered into letter agreements with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their shares of Class F common stock; however, if the Initial Stockholders or any of the Company’s officers, directors or affiliates acquire shares of Class A common stock in or after the public offering, they will be entitled to a pro rata share of the Trust Account in respect of such shares of Class A common stock upon the Company’s redemption or liquidation in the event the Company does not complete the Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the public offering.
Pursuant to the letter agreements referenced above, the Initial Stockholders also agreed that, if the Company submits the Business Combination to the Company’s public stockholders for a vote, the Initial Stockholders will vote their founders sharesCape Payment Companies (as defined below) and any public shares purchased during or after the public offering in favor of the on August 25, 2021 (see
Fiscal Year End
The Company’s fiscal year ends on December 31.
Combinations
).and Summary of Significant Accounting Policies
2021 (the “2021 Form 10-K”). The interim condensed consolidated financial statements are unaudited, but in the Company’s opinion, include all adjustments that are necessary for a fair presentation of the results for the periods presented. The interim results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year.
Emerging Growth
Section 102(b)(1) 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.
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Delivery transaction fees | $ | 31,576 | $ | 50,476 | |||||||||||||||||||
| Payment processing referral fees | 2,510 | — | |||||||||||||||||||||
| Setup and integration fees | — | 7 | |||||||||||||||||||||
| Other | 954 | 447 | |||||||||||||||||||||
| Total Revenue | $ | 35,040 | $ | 50,930 | |||||||||||||||||||
Cashour condensed consolidated financial statements beginning on their acquisition dates and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchasedwere immaterial. Pro forma results were deemed immaterial to be cash equivalents.
Cash consists of proceeds from the public offering and private placement held outside of the Trust Account and may be used to pay for business, legal and accounting due diligence for the Business Combination and continuingCompany.
| Three Months Ended March 31, 2021 | |||||||||||||||||||||||
| Net revenue | $ | 53,406 | |||||||||||||||||||||
| Net income | $ | 652 | |||||||||||||||||||||
Concentration of Credit Risk
Financial instruments that potentially subjectThese pro forma results were based on estimates and assumptions, which the Company to concentrationbelieves are reasonable. They are not the results that would have been realized had the Company been a consolidated company during the period presented and are not indicative of credit riskconsolidated results of operations in future periods. Acquisition costs and other non-recurring charges incurred are included in the period presented.
| March 31, 2022 | December 31, 2021 | ||||||||||
| Credit card receivables | $ | 2,204 | $ | 1,354 | |||||||
| Residual commissions receivable | 1,388 | 1,342 | |||||||||
| Receivables from restaurants and customers | 593 | 660 | |||||||||
| Accounts receivable | $ | 4,185 | $ | 3,356 | |||||||
| Less: allowance for doubtful accounts and chargebacks | (310) | (329) | |||||||||
| Accounts receivable, net | $ | 3,875 | $ | 3,027 | |||||||
| As of March 31, 2022 | |||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Accumulated Impairment | Intangible Assets, Net | ||||||||||||||||||||
| Intangible assets subject to amortization: | |||||||||||||||||||||||
| Software | $ | 38,033 | $ | (10,848) | $ | (11,779) | $ | 15,406 | |||||||||||||||
| Trademarks/Trade name/Patents | 6,549 | (5,756) | — | 793 | |||||||||||||||||||
| Customer Relationships | 96,510 | (15,354) | (57,378) | 23,778 | |||||||||||||||||||
| Total intangible assets subject to amortization | 141,092 | (31,958) | (69,157) | 39,977 | |||||||||||||||||||
| Trademarks, not subject to amortization | 3,023 | — | — | 3,023 | |||||||||||||||||||
| Total | $ | 144,115 | $ | (31,958) | $ | (69,157) | $ | 43,000 | |||||||||||||||
| As of December 31, 2021 | |||||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Accumulated Impairment | Intangible Assets, Net | ||||||||||||||||||||
| Intangible assets subject to amortization: | |||||||||||||||||||||||
| Software | $ | 35,686 | $ | (9,632) | $ | (11,779) | $ | 14,275 | |||||||||||||||
| Trademarks/Trade name/Patents | 6,549 | (5,585) | — | 964 | |||||||||||||||||||
| Customer Relationships | 96,510 | (14,256) | (57,378) | 24,876 | |||||||||||||||||||
| Total intangible assets subject to amortization | 138,745 | (29,473) | (69,157) | 40,115 | |||||||||||||||||||
| Trademarks, not subject to amortization | 3,011 | — | — | 3,011 | |||||||||||||||||||
| Total | $ | 141,756 | $ | (29,473) | $ | (69,157) | $ | 43,126 | |||||||||||||||
| Amortization | |||||
| The remainder of 2022 | $ | 8,184 | |||
| 2023 | 10,772 | ||||
| 2024 | 8,712 | ||||
| 2025 | 5,169 | ||||
| 2026 | 3,448 | ||||
| Thereafter | 3,692 | ||||
| Total future amortization | $ | 39,977 | |||
| March 31, 2022 | December 31, 2021 | ||||||||||
| Balance, beginning of period | $ | 130,624 | $ | 106,734 | |||||||
| Acquisitions during the period | — | 23,890 | |||||||||
| Impairments during the period | (67,190) | — | |||||||||
| Balance, end of period | $ | 63,434 | $ | 130,624 | |||||||
Fair Valuebe tested for impairment at the reporting unit level. For ASC 350 testing purposes, the Company compared the fair value of Financial Instruments
the reporting unit with its carrying amount. The fair value of the Company’s assetsreporting unit was estimated giving consideration to the Income Approach, including the discounted cash flow method, and liabilities, which qualify as financial instrumentsthe Market Approach, including the similar transactions method and guideline public company method. Significant inputs and assumptions in the ASC 350 analysis included forecasts (e.g., revenue, operating costs, capital expenditures, etc.), discount rate, long-term growth rate, tax rates, etc. for the reporting unit under the FASBIncome Approach and market-based enterprise value to revenue multiples under the Market Approach.
Offering Costs
unaudited condensed consolidated statement of operations under the caption “goodwill impairment” during the three months ended March 31, 2022.
| March 31, 2022 | December 31, 2021 | ||||||||||
| Accrued insurance expenses | $ | 4,082 | $ | 3,932 | |||||||
| Accrued estimated workers' compensation expenses | 524 | 644 | |||||||||
| Accrued medical contingency | 370 | 370 | |||||||||
| Accrued legal contingency | 1,250 | 1,250 | |||||||||
| Accrued sales tax payable | 119 | 175 | |||||||||
| Accrued cash incentives | 51 | 3,130 | |||||||||
| Other accrued expenses | 5,713 | 3,685 | |||||||||
| Contingent consideration liability | 2,020 | — | |||||||||
| Unclaimed property | 2,542 | 2,372 | |||||||||
| Other current liabilities | 3,384 | 3,751 | |||||||||
| Total other current liabilities | $ | 20,055 | $ | 19,309 | |||||||
| Coupon Rate Range in 2021 through 1Q22 | Effective Interest Rate at March 31, 2022 | Maturity | March 31, 2022 | December 31, 2021 | |||||||||||||||||||||||||
| Term Loan | 5.125% - 7.125% | 10.62% | November 2023 | $ | 35,007 | $ | 35,007 | ||||||||||||||||||||||
| Notes | 4.0% - 6.0% | 6.49% | November 2023 | 49,504 | 49,504 | ||||||||||||||||||||||||
| $ | 84,511 | $ | 84,511 | ||||||||||||||||||||||||||
| Less: unamortized debt issuance costs on Term Loan | (1,847) | (2,099) | |||||||||||||||||||||||||||
| Less: unamortized debt issuance costs on Notes | (380) | (435) | |||||||||||||||||||||||||||
| Long term debt - related party | $ | 82,284 | $ | 81,977 | |||||||||||||||||||||||||
| Short-term loans for insurance financing | 3.49% - 3.99% | n/a | August 2022 - October 2022 | 1,293 | 3,142 | ||||||||||||||||||||||||
| Total outstanding debt | $ | 83,577 | $ | 85,119 | |||||||||||||||||||||||||
Loss Per Common Share
Basic loss per common share is computed by dividing net income applicableCompany, as a payment-in-kind, with interest paid in-kind being added to common stockholders by the weighted averageaggregate principal balance. The Credit Agreement includes a number of common shares outstanding duringcustomary covenants that, among other things, limit or restrict the period. All sharesability of Class F commonthe 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 are assumedand repay certain junior indebtedness. The Credit Agreement also includes customary affirmative covenants, representations and warranties and events of default.
| Three Months Ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Contractual interest expense | $ | 743 | $ | 495 | |||||||
| Amortization of debt discount | 54 | 290 | |||||||||
| $ | 797 | $ | 785 | ||||||||
A reconciliation of net loss per common share as adjustedMarch 31, 2022 for the portionpurpose of income that is attributable to common stock subject to redemption is as follows:
| Three months ended, | Nine months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| (revised) | (revised) | |||||||||||||||
| Net income (loss) | $ | 269,118 | $ | 32,093 | $ | 498,784 | $ | (4,055 | ) | |||||||
| Less: Income attributable to common stock subject to possible redemption | (373,906 | ) | (101,912 | ) | (866,088 | ) | (102,000 | ) | ||||||||
| Net loss available to common shares | $ | (104,788 | ) | $ | (69,819 | ) | $ | (367,304 | ) | $ | (106,055 | ) | ||||
| Basic and diluted weighted average number of shares | 7,561,293 | 7,496,470 | 7,543,218 | 7,498,025 | ||||||||||||
| Basic and diluted loss available to common shares | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.05 | ) | $ | (0.01 | ) | ||||
claims, the denial of coverage for such claims, or damages awarded for any such claim that exceeds coverage. Litigation is unpredictable and we may determine in the future that certain existing claims have greater exposure or liability than previously understood. 2021: deficiency and regain compliance with the Bid Price Rule, including a reverse stock split. Estimates Risk Procedures Internal Control Over Financial Reportingcomplies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes,” which requiresprovides for income taxes using an asset and liability approach to financial accounting and reportingunder which deferred income taxes are provided for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based onupon enacted tax laws and rates applicable to the periods in which the differences are expectedtaxes become payable. The Company recorded income tax expense of $16 and $24 for the three months ended March 31, 2022 and 2021, respectively. The Company’s income tax expense is entirely related to affect taxable income. Valuation allowances are established, when necessary, to reducestate taxes in various jurisdictions. The Company recorded a full valuation allowance against net deferred tax assets as of March 31, 2022 and December 31, 2021 as the Company has generated net operating losses prior to the amount expectedsecond quarter of 2020 and in the first, second and fourth quarters of 2021 and first quarter of 2022, and the Company did not consider future book income as a source of taxable income when assessing if a portion of the deferred tax assets is more likely than not to be realized.FASB ASC 740 prescribes a recognition thresholda measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than not to be sustained upon examination by taxing authorities.Economic Security (CARES) Act. The Company recognizes accrued interestdid not defer any payroll taxes after December 31, 2020. As of March 31, 2022, the Company has $667 of employer payroll tax deferrals outstanding, all of which will be paid in 2022. This amount is reflected in other current liabilities in the accompanying unaudited condensed consolidated balance sheet.penalties as income tax expense. No amounts were accruedContingent Liabilitiesthe paymentclaims incurred within our self-insured retention levels and an estimate for claims incurred but not yet reported. As of interest and penalties at September 30, 2017March 31, 2022 and December 31, 2016. The Company is currently not aware of any issues under review that could result2021, $4,446 and $4,305, respectively, in significant payments, accruals or material deviation from its position. The Company considers its major tax jurisdictions to beoutstanding workers’ compensation and auto policy reserves are included in the unaudited condensed consolidated balance sheet.Texaslogo, Civil Action No.: 2:16-CV-01041. The plaintiff sought injunctive relief and damages relating to Waitr’s use of the “Waitr” name and logo. During the third quarter of 2020, the trial date was rescheduled to June 2021. On June 22, 2021, the Company entered into a License, Release and Settlement Agreement (the “Settlement”) to settle all claims related to this lawsuit. Pursuant to the Settlement, the Company paid the plaintiff $4,700 in cash on July 1, 2021. In connection with the Settlement, we agreed to adopt a new trademark or tradename to replace the Waitr trademark and to discontinue use of the Waitr trademark in connection with the marketing, sale or provision of any web-based or mobile app-based delivery, pick-income tax examinationsCourt approval and final written agreement between the parties regarding the pricing mechanism, the key terms of the proposed settlement include a total potential settlement fund of $2,500 of Company shares of common stock (“Gross Settlement Amount”), which will resolve the claims of the class members, attorneys’ fees, costs, and incentive awards to the named plaintiffs. Plaintiffs’ counsel will seek Court approval for attorneys’ fees of 1/3 of the total amount of the settlement fund and an additional $40 in expenses, with the balance of the Gross Settlement Amount available for distribution to members of the settlement classes that file valid claims. The Company accrued a $1,250 reserve in connection with this lawsuit during the three months ended December 31, 2021. The accrued legal contingency is included in other current liabilities in the unaudited condensed consolidated balance sheet at March 31, 2022.taxing authorities.effective tax rateCompany also has outstanding equity awards under the 2014 Stock Plan (as amended in 2017, the “Amended 2014 Plan”). Total compensation expense related to awards under the Company’s incentive plans was $1,671 and $2,078 for the ninethree months ended March 31, 2022 and 2021, respectively.2017 was 35.1%.2021. There were no grants of stock options during the three months ended March 31, 2022. The Company did not record a provisiondetermines the fair value of stock option grants on grant date using an option-pricing model with various assumptions regarding risk-free rate, volatility and expected term. The Company recognized compensation expense for income taxes instock options of $13 and $334 for the ninethree months ended September 30, 2016 due to net operating losses incurred.Subsequent EventsWe have evaluated subsequent events to determine if events or transactions occurring through November 13, 2017, the date the financial statements were issued, require potential adjustment to or disclosure in the financial statements. The Company has concluded that all such events have been recognized or disclosed in the financial statements.3.Stockholders’ EquityThe Company is authorized to issue 221,000,000 shares of all classes of capital stock, of which 200,000,000 shares are Class A common stock, par value $0.0001 per share; 20,000,000 shares are Class F common stock, par value $0.0001 per share;March 31, 2022 and 1,000,000 shares are preferred stock, par value $0.0001 per share.2021, respectively. As of September 30, 2017March 31, 2022, all outstanding stock options were fully vested and there was no remaining unrecognized compensation cost related to stock options.Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Number of
SharesWeighted
Average
Exercise PriceWeighted
Average
Grant Date
Fair ValueNumber of
SharesWeighted
Average
Exercise PriceWeighted
Average
Grant Date
Fair ValueBalance, beginning of period 9,656,928 $ 0.39 $ 0.28 9,753,257 $ 0.43 $ 0.33 Granted — — — 500,000 2.78 2.19 Exercised — — — (6,779) 0.88 4.73 Forfeited (12,014) 1.95 3.74 (13,995) 4.58 4.38 Expired — — — (6,536) 4.83 3.26 Balance, end of period 9,644,914 $ 0.39 $ 0.28 10,225,947 $ 0.54 $ 0.41 2016, there were no shares of preferred stock issued or outstanding.As of September 30, 2017 and December 31, 2016, each of the Sponsors owned 50% of the 6,250,000 issued and outstanding shares of Class F common stock (“founders shares”).Redeemable SharesAs of March 31, 2022 As of December 31, 2021 Options Fully
Vested and
Expected to VestOptions
ExercisableOptions Fully
Vested and
Expected to VestOptions
ExercisableNumber of Options 9,644,914 9,644,914 9,656,928 4,870,026 Weighted-average remaining contractual term (years) 2.78 2.78 3.03 3.06 Weighted-average exercise price $ 0.39 $ 0.39 $ 0.39 $ 0.40 Aggregate Intrinsic Value (in thousands) $ — $ — $ 3,543 $ 1,773 Company has issued 25,000,000 shares of Class A common stock. All of the shares of Class A common stock sold as part of the public offering contain a redemption feature as definedaggregate intrinsic value in the public offering. In accordance with FASB ASC 480, redemption provisions not solely withintable above represents the control oftotal pre-tax intrinsic value (the difference between the Company require the security to be classified outside of permanent equity. The Certificate of Incorporation provides a minimum net tangible asset threshold of $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carryingfair value of the security to equalcommon stock and the redemption value atexercise price, multiplied by the endnumber 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 reporting period. Increases or decreasesdate. This amount will change in the carrying amount of redeemable shares will be affected by charges against additional paid-in capital.As of September 30, 2017 and December 31, 2016, 23,672,431 and 23,734,599 public shares, respectively, were recorded as redeemable shares, classified outside of permanent equity, and, 1,327,569 and 1,265,401, respectively, were classified as Class A common stock.For further informationfuture periods based on the founders shares and sponsor warrants, see Note 5.84.Public OfferingPublic UnitsIn the public offering, the Company sold 25,000,000 units at a price of $10.00 per unit (“units”). Each unit consists of one sharefair value of the Company’s Class A common stock $0.0001 par value and one redeemable warrant (each a “public warrant”). Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act of 1933, as amended (“Securities Act”), following the completion of the Business Combination covering the Class A common stock underlying the public warrants. Each public warrant entitles the holder to purchase one-half of one share of Class A common stock at a price of $5.75 ($11.50 per whole share). No fractional shares will be issued upon exercise of the public warrants. If, upon exercise of the public warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of sharesoptions outstanding. The aggregate intrinsic value of Class A common stock to be issued toawards exercised was $15 during the public warrant holder. Each public warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12three months from the closing of the public offering. However, ifended March 31, 2021. Upon exercise, the Company does not complete the Business Combination on or prior to the 24-month period allotted to complete the Business Combination, the public warrants will expire at the endissued new common stock. There were no exercises of such period. If the Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of public warrants issued in connection with the unitsoptions during the exercise period, there will be no net cash settlementthree months ended March 31, 2022.these public warrants and the public warrants will expire worthless, unless they may be exercisedrestricted shares is typically determined based on a cashless basis in the circumstances described in the warrant agreement. Once the public warrants become exercisable, the Company may call the warrants for redemption: (i) in whole and not in part; (ii) at a price of $0.01 per public warrant; (iii) upon not less than 30 days prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and (iv) if, and only if, the reported closing price of the public shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the public warrant holders.Underwriting CommissionsThe Company paid an underwriting discount of $5,000,000 ($0.20 per unit sold) to the underwriters at the closing of the public offering, with an additional fee (“deferred discount”) of $8,750,000 ($0.35 per unit sold) payable upon the Company’s completion of the Business Combination. The deferred discount will be forfeited by the underwriters in the event that the Company is unable to complete a business combination and the subsequent liquidation of the Trust account as described elsewhere herein. See Note 5 for further information on underwriting commissions.5.Related Party TransactionsFounders SharesThe founders shares are identical to the public shares included in the units sold in the public offering except that the founders shares are subject to certain transfer restrictions and the holders of the founders shares will have the right to elect all of the Company’s directors prior to the Business Combination. The initial stockholders collectively own 22% of the Company’s issued and outstanding shares after the public offering.The initial stockholders have agreed not to transfer, assign or sell any of their founders shares until one year after the completion of the Business Combination, or earlier if, subsequent to the Business Combination, (i) the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (ii)on the date onof grant.Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Number of
SharesWeighted
Average
Grant Date
Fair ValueWeighted
Average Remaining
Contractual
Term (years)Number of
SharesWeighted
Average
Grant Date
Fair ValueWeighted
Average Remaining
Contractual
Term (years)Nonvested, beginning of period 8,614,746 $ 2.15 2.5 4,558,603 $ 2.23 1.71 Granted 3,630,000 0.55 195,000 3.66 Shares vested (152,692) 2.47 (749,870) 0.97 Forfeitures (286,168) 1.92 (126,084) 1.05 Nonvested, end of period 11,805,886 $ 1.66 2.5 3,877,649 $ 2.58 1.77 Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in allholders of the Company’s stockholders havingcommon stock receive per share consideration that is equal to or greater than $2.00, subject to adjustment in accordance with the right2018 Incentive Plan, the Company shall pay Mr. Grimstad an amount equal to exchange their$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.cash, securitiesdetails regarding sales pursuant to the ATM Program in April 2022.November 2021 ATM Program Sales during December 2021 Sales during the three months ended March 31, 2022 Total Maximum aggregate offering price (in thousands) $ 50,000 Total shares sold 1,679,631 9,458,655 11,138,286 Average sales price per share $ 0.83 $ 0.67 $ 0.69 Gross proceeds (in thousands) $ 1,398 $ 6,313 $ 7,711 Net proceeds (in thousands) $ 1,359 $ 6,235 $ 7,594 other property (“Lock Up Period”outstanding preferred shares as of March 31, 2022 or December 31, 2021.
The Debt Warrants expire on November 15, 2022 and include customary anti-dilution protection, including broad-based weighted average adjustments for certain issuances of additional shares. Additionally, holders of the Debt Warrants have customary registration rights with respect to the shares underlying the Debt Warrants.9founders shares will automatically convert into public sharesestimated loss exposure for the medical contingency claim reflected the liability for unpaid medical expenses and dependent death benefits, totaling $423 as of December 31, 2021. The analysis used in theCombinationCombinations). Expected volatility is based on a one-for-one basis, subject to adjustmentblended weighted average of the volatility rates for a number of similar publicly-traded companies. The risk-free rates are based on U.S. Treasury securities with similar maturities as describedthe expected term of the earnout provision at the date of valuation. The fair value measurement was based on significant inputs not observable in the prospectus relatingmarket and thus represent Level 3 measurements within the fair value hierarchy. These inputs required significant judgments and estimates at the time of the valuation. The Company engaged a third-party specialist to assist management in estimating the fair value of the contingent consideration obligation.As of March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 2,020 $ 2,020 Total liabilities measured and recorded at fair value $ — $ — $ 2,020 $ 2,020 As of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Accrued medical contingency $ — $ — $ 423 $ 423 Contingent consideration — — 1,939 1,939 Total liabilities measured and recorded at fair value $ — $ — $ 2,362 $ 2,362 public offering. In the case that additional public shares, or equity-linked securities, are issued or deemed issued in excessfair value of the amounts offeredaccrued medical contingency are recognized in other expense (income) on the condensed consolidated statement of operations. The following table presents a reconciliation of the accrued medical contingency liability classified as a Level 3 financial instrument for the periods indicated (in thousands):Medical Contingency Three Months Ended March 31, 2022 2021 Balance, beginning of the period $ 423 $ 17,435 Increases/additions — 43 Reductions/settlements (53) (178) Transfers out of Level 3 (370) — Balance, end of the period $ — $ 17,300 public offeringcondensed consolidated statement of operations. The following table presents a reconciliation of the contingent consideration liability classified as a Level 3 financial instrument for the three months ended March 31, 2022 (in thousands):Contingent Consideration Balance, beginning of the period $ 1,939 Additions — Increase in fair value 81 Reductions/settlements — Balance, end of the period $ 2,020 relatedliabilities that are recorded at fair value on a recurring basis, the Company is required to record certain assets and liabilities at fair value on a non-recurring basis. The Company generally applies fair value concepts in recording assets and liabilities acquired in business combinations and asset acquisitions (see Note 4 – Business Combinations). Fair value concepts are also generally applied in estimating the fair value of long-lived assets and a reporting unit in connection with impairment analyses. See Note 6 – Intangible Assets and Goodwill, for further discussion of the fair value of long-lived assets and the reporting unit associated with impairment testing conducted at March 15, 2022.Three Months Ended March 31, 2022 2021 Basic and diluted loss per share: Net loss attributable to common stockholders - basic and diluted $ (77,216) $ (3,712) Weighted average number of shares outstanding 153,629,968 112,334,094 Basic and diluted loss per common share $ (0.50) $ (0.03) Three Months Ended March 31, 2022 2021 Antidilutive shares underlying stock-based awards: Stock options 9,644,914 10,225,947 Restricted stock units 14,940,211 7,036,974 Warrants (1) 579,365 478,458 closingCredit Agreement, and an amendment to the Convertible Notes Agreement with the Luxor Entities. In addition, on each of May 21, 2019, July 15, 2020 and March 9, 2021, the Company entered into amendments to the Credit Agreement with Luxor Capital and amendments to the Convertible Notes Agreement with the Luxor Entities. Additionally, on May 1, 2020, the Company entered into a Limited Waiver and Conversion Agreement with respect to the Credit Agreement and Convertible Notes Agreement. Jonathan Green, a board member of the Business Combination,Company, is a partner at Luxor Capital.ratio atCompany entered into an amendment to the Credit Agreement and an amendment to the Convertible Notes Agreement (see Note 16 - Subsequent Events).founders shares shall convertthree months ended March 31, 2022 and 2021, respectively, from such restaurants that are affiliated with those current and prior members of our Board. Such restaurants enter into public shares will be adjusted so thatcustomary master service agreements with the number of public shares issuable upon conversion of all founders shares will equal, inCompany, which are generally consistent with the aggregate, on an as-converted basis, 20% of the total number of allother national partner agreements.outstandingunder the ATM Program for gross proceeds of $898.completionconsummation of the public offering plus all public shares and equity-linked securities issued or deemed issued in connection with the Business Combination, excluding any shares or equity-linked securities issued, ora change of control, subject to be issued, to any seller in the Business Combination or pursuant to the sponsor warrants (as defined below). In no event will the founders shares convert into shares of Class A common stock at a ratio that is less than one-for-one.Public UnitsAs a result of the public offering, Jefferies LLC, an affiliate of the Leucadia Sponsor, owns 638,561 units which consist of one share of Class A common stock and one public warrant.Sponsor WarrantsThe Sponsors have purchased an aggregate of 14,000,000 warrants (“sponsor warrants”) at a price of $0.50 per warrant ($7,000,000 in the aggregate) in the private placement that closed simultaneously withMr. Grimstad’s continued employment through the closing of such change of control or the public offering. A portiontermination of Mr. Grimstad’s employment agreement by Mr. Grimstad for good reason or bypurchase pricegrant date, subject to the executive officer’s continued employment through the applicable vesting date, and will vest in full upon a change of control, subject to the executive officer’s continued employment through the closing of such change of control. Additionally, on April 11, 2022, the Company determined to pay discretionary cash bonuses totaling $550 to certain executive officers of the sponsor warrants has been addedCompany.net proceeds from the public offering to be held in the Trust Account such that at closing of the public offering, $250,000,000 was placed in the Trust Account.Each sponsor warrant entitles the holder to purchase one-half of one share of Class A common stock at $5.75 per one-half share. The sponsor warrants (including the Class A common stock issuable upon exercise of the sponsor warrants) will not be transferable, assignable or salable until 30 days after the completion of the Business CombinationCredit Agreement and they will be non-redeemable so long as they are held by the initial purchasers of the sponsor warrants or their permitted transferees. If the sponsor warrants are held by someone other than the initial purchasers of the sponsor warrants or their permitted transferees, the sponsor warrants will be redeemable by the Company, the lenders party thereto and exercisable by such holders on the same basis as the warrants included in the units sold in the public offering. Otherwise, the sponsor warrants have terms and provisions that are identical to those of the public warrants except that the sponsor warrants may be exercised on a cashless basis. If the Company does not complete the Business Combination, then the proceeds will be part of the liquidating distributionLuxor Capital entered into an amendment to the public stockholders andConvertible Notes Agreement (collectively, the sponsor warrants issued“Amended Debt Agreements”). Pursuant to the Sponsors will expire worthless.Registration RightsThe initial stockholders and holders of the sponsor warrants will be entitled to registration rights pursuant to a registration rights agreement to be signed on or before the date of the public offering. The initial stockholders and holders of the sponsor warrants will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have ‘‘piggy-back’’ registration rights to include their securities in other registration statements filed by the Company. However, the registration rights agreement provides thatAmended Debt Agreements, the Company will not permit any registration statement filed undermake a $20,000 prepayment on the Securities Act to become effective until terminationTerm Loan, reducing the outstanding amount of the applicable Lock Up Period. The Company will bearTerm Loan from $35,007 to $15,007. Additionally, the expenses incurred in connection with the filing of any such registration statements.Underwriting CommissionsThe Leucadia Sponsor is an affiliate of Jefferies LLC, an underwriter of the public offering, and beneficially ownsAmended Debt Agreements (i) provide that going forward on a quarterly basis, 50% of the Company’s Class Fproceeds of any future at-the-market public common stock. Jefferies LLC received an underwriting discount of $2,125,000 atstock issuances will be applied to the closingprepayment of the public offering, with an additional deferred discount of $3,718,750 payable fromTerm Loan under the Trust Account upon completionCredit Agreement and (ii) include a six-month extension of the Business Combination. See Note 4 for further information regarding underwriting commissions.10Administrative Services AgreementThe Company entered into an administrative services agreement in which the Company will pay the FEI Sponsor for office space, secretarial and administrative services provided to membersmaturity date of each of the Company’s management team, in an amount not to exceed $10,000 per month.Sponsors IndemnificationThe Sponsors have agreed that they will be jointlyCredit Agreement and severally liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share or (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Company’s sponsors will not be responsible to the extent of any liability for such third party claims.In addition, the Sponsors will not be prohibited from loaning the Company funds in order to finance transaction costs in connection with the Business Combination. Up to $1,500,000 of these loans may be convertible into warrants of the post Business Combination entity at a price of $0.50 per warrant at the option of the lender. The warrants would be identical to the sponsor warrants. The terms of such loans have not been determined.
Convertible Notes Agreement until May 15, 2024.11Landcadia Holdings, Inc.Operations.This Quarterly Report on Form 10-Q includes forward-looking statements. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Factors that might cause or contribute to such forward-looking statements include, but are not limited to, those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s offering filed with the SEC. OperationsdiscussionManagement’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with ourthe unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this report.OverviewWeQuarterly Report on Form 10-Q (the “Form 10-Q”) and with the audited consolidated financial statements included in the Company’s 2021 Form 10-K filed with the SEC on March 11, 2022. The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences are set forth in the sections titled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors”.blank check company incorporated asrestaurant-first philosophy by providing differentiated and brand additive services to the restaurants on the Platforms. These merchants benefit from the online Platforms through increased exposure to consumers for expanded business in the delivery market and carryout sales. Our Platforms allow consumers to browse local restaurants and menus, track order and delivery status, and securely store previous orders for ease of use and convenience.Delaware corporation and formedpayment processing solution provider performs for the purposemerchant.effecting a merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combination2021, we initiated several integrations expected to be completed by mid-2022 with one or more businesses (“Business Combination”). We consummatedother companies to deliver their products. During the first quarter of 2022, we focused our initial public offering (“public offering”)efforts on June 1, 2016 and are currently inthese initiatives with the processgoal of locating suitable targets forfurther expanding our Business Combination. We intend to use the cash proceeds from our public offering and private placement of warrantslast-mile delivery offerings as well as additional issuances, if any,continuing to build on our ancillary revenue streams and diversifying the Company beyond third-party food delivery. Another key step in pursuing our overall growth strategy has been to facilitate merchant access to third-party payment processing solution providers. Through our acquisitions in August 2021, we now facilitate merchant and restaurant access to third parties that provide payment processing solutions.our capital stock, debt or2022, we recognized a combinationnon-cash impairment charge totaling $67,190 to write down the carrying value of cash, stock and debtgoodwill to completeits implied fair value, resulting from the Business Combination.The Company’s co-sponsors are Fertitta Entertainment, Inc. and Leucadia National Corporation. Tilman J. Fertitta,significant decline in the Company’s Co-Chairmanmarket capitalization in March 2022. See Part I, Item 1, Chief Executive Officer, is the sole shareholder, ChairmanGoodwill for additional details. The write-down to goodwill was determined using estimates of fair value, which utilize significant inputs and Chief Executive Officer of Fertitta Entertainment, Inc.assumptions such as forecasts (e.g., revenue, operating costs, capital expenditures, etc.), discount rate, long-term growth rate, tax rates, and Richard Handler, the Company’s Co-Chairman and President, is the Chief Executive Officer of Leucadia National Corporation.Liquidity and Capital ResourcesOn June 1, 2016 we consummated a $250,000,000 public offering consisting of 25,000,000 units at a price of $10.00 per unit (“unit”). Each unit consists of one share of the Company’s Class A common stock, $0.0001 parmarket-based enterprise value and one redeemable common stock purchase warrant. Simultaneously, with the closing of the public offering, we consummated a $7,000,000 private sale of an aggregate of 14,000,000 warrants (“private placement”) at a price of $0.50 per warrant. $250,000,000 in proceeds (including $8,750,000 of deferred underwriting commissions) from the public offering and private placement was placed into a trust account. A portion of the remaining $7,000,000 held outside of trust was used to pay underwriting commissions of $5,000,000, loans to Sponsors and deferred offering and formation costs.As of September 30, 2017, we had an unrestricted cash balance of $675,706 as well as cash and accrued interest held in trust of $251,440,708. Our working capital needs will be satisfied through the funds, held outside of the Trust Account, from the public offering. Funds held in the Trust Accountrevenue multiples, among others. Should our estimates or assumptions worsen, or should negative events or circumstances occur, additional impairments may be used to pay income taxesneeded.franchise taxes, if any. Further, our sponsors may, but are not obligated to, loan us funds as may be requiredseveral related domains and also reserved the Nasdaq trading symbol “ASAP” in connection with our rebranding strategy. We are making progress on our rebranding strategy and we expect that “ASAP” will serve as the Business Combination. Up to $1,500,000foundation of these loans may be converted into warrants of the post business combination entity at a price of $0.50 per warrant at the option of the lender, identical to the sponsor warrants.12Results of OperationsWe have neither engaged in any significant business operations nor generated any revenues to date. All activities to date relate to our public offering and search for a suitable Business Combination. We generate non-operating income in the form of interest income on cash and cash equivalents held in the Trust Account. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expensesbrand moving forward, as we locate a suitable Business Combination.Forbelieve it better embodies the future direction of our Company.September 30, 2017March 31, 2022 and 2016,2021 were approximately 22,907 and 37,627, respectively, and revenue was $35,040 and $50,930, respectively.net incomea positive impact on order volumes during such period. However, we also believe the stimulus payments resulted in increased driver labor costs as we were faced with challenges in maintaining an appropriate level of $269,118 compareddriver supply. In addition, early in the COVID-19 pandemic, we experienced an increase in revenue and orders due to $32,093. Forincreased consumer demand for delivery and more restaurants using our platform to facilitate both delivery and take-out. During the ninesecond quarter of 2021 and thereafter, we believe the impact of the stimulus payments on our order volumes began to decrease.SeptemberMarch 31, 2022. Management continues to monitor the impact of the COVID-19 outbreak and the possible effects on its financial position, liquidity, operations, industry and workforce.2017consecutive business days and, 2016, respectively,as a result, did not comply with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share (the “Bid Price Rule”).had net incomefail to regain compliance with the Bid Price Rule before July 25, 2022, but meet certain other applicable standards, the Company may be eligible for additional time to comply with the Bid Price Rule. To qualify, the Company will be required to meet the continued listing requirement for market value of $498,784 comparedpublicly held shares and all other initial listing standards of The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period.net loss of $4,055. Favorable interest rates have increased earnings onNasdaq Listing Qualifications Hearings Panel.Trust Assets inNasdaq Listing Rules, including actively monitoring the threebid price for its common stock between now and nine months ended September 30, 2017 as comparedJuly 25, 2022 and considering available options to resolve the same periods in prior year.Policiesaccounting principles generally accepted in the United StatesGAAP requires managementus to make estimates and assumptions that affect the reported amounts reported inof assets and liabilities, the unauditeddisclosure of contingent assets and liabilities at the date of the financial statements and accompanying notes. Actualthe reported amounts of revenues and expenses during the reporting period, along with related disclosures. We regularly assess these estimates and record changes to estimates in the period in which they become known. We base our 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 couldto differ from those estimates. The Company has identifiedSignificant estimates and judgements relied upon in preparing these condensed consolidated financial statements affect the following as its critical accounting policies:Redeemable SharesAllitems:25,000,000 public shares soldrecoverability of intangible assets with finite lives and other long-lived assets; andpublic offering contain a redemption feature aschanges disclosed in Part I, Item 1, Note 2 – Basis of Presentation and Summary of Significant Accounting Policies to our unaudited condensed consolidated financial statements in this Form 10-Q, there have been no material changes to our significant accounting policies and estimates described in the prospectus2021 Form 10-K.Three Months Ended March 31, 2022 2021 Active Diners (as of period end) 1,523,618 1,966,815 Average Daily Orders 22,907 37,627 Gross Food Sales (dollars in thousands) $ 101,068 $ 150,281 Average Order Size (in dollars) $ 49.02 $ 44.38 public offering. In accordance with FASB ASC 480, “Distinguishing Liabilities from Equity”, redemption provisions not solely within the controldevelopment of the Company requirePlatforms. This expense also includes such items as software subscriptions that are necessary for the securityupkeep and maintenance of the Platforms.classified outsideincurred in the normal operations of permanent equity. the business, including accrued legal settlements and contingencies.Three Months Ended March 31, 2022 % of Revenue 2021 % of Revenue Revenue $ 35,040 100 % $ 50,930 100 % Costs and expenses: Operations and support 20,279 58 % 30,338 60 % Sales and marketing 6,253 18 % 4,016 8 % Research and development 1,311 4 % 999 2 % General and administrative 11,545 33 % 10,186 20 % Depreciation and amortization 3,065 9 % 2,917 6 % Goodwill impairment 67,190 192 % — — % Gain on disposal of assets (17) — % (3) — % Total costs and expenses 109,626 313 % 48,453 95 % (Loss) income from operations (74,586) (213) % 2,477 5 % Other expenses and losses, net: Interest expense 1,704 5 % 1,901 4 % Other expense 910 3 % 4,264 8 % Net loss before income taxes (77,200) (220) % (3,688) (7) % Income tax expense 16 — % 24 — % Net loss $ (77,216) (220) % $ (3,712) (7) % Three Months Ended March 31, Percentage Change 2022 2021 (dollars in thousands) Revenue $ 35,040 $ 50,930 (31 %) Three Months Ended March 31, Percentage Change 2022 2021 (dollars in thousands) Operations and support $ 20,279 $ 30,338 (33 %) As a percentage of revenue 58 % 60 % Three Months Ended March 31, Percentage Change 2022 2021 (dollars in thousands) Sales and marketing $ 6,253 $ 4,016 56 % As a percentage of revenue 18 % 8 % Three Months Ended March 31, Percentage Change 2022 2021 (dollars in thousands) Research and development $ 1,311 $ 999 31 % As a percentage of revenue 4 % 2 % Three Months Ended March 31, Percentage Change 2022 2021 (dollars in thousands) General and administrative $ 11,545 $ 10,186 13 % As a percentage of revenue 33 % 20 % Three Months Ended March 31, Percentage Change 2022 2021 (dollars in thousands) Depreciation and amortization $ 3,065 $ 2,917 5 % As a percentage of revenue 9 % 6 % amended and restated certificate of incorporation providesstock price in mid-March 2022, resulting in a minimum net tangible asset threshold of $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjustmarket capitalization that was lower than the carrying value of the securityCompany’s consolidated stockholders’ equity. See Part I, Item 1, Note 6 – Intangible Assets and Goodwill for additional details.Three Months Ended March 31, Percentage Change 2022 2021 (dollars in thousands) Other expenses and losses, net $ 2,614 $ 6,165 (58 %) As a percentage of revenue 7 % 12 % equalstate taxes in various jurisdictions. We have historically generated net operating losses; therefore, a valuation allowance has been recorded on our net deferred tax assets.redemption valueissuance of stock in the first quarter of 2022 and fiscal 2021 and 2020.Three Months Ended March 31, (in thousands) 2022 2021 Net cash (used in) provided by operating activities $ (7,235) $ 12,809 Net cash used in investing activities (2,385) (12,805) Net cash provided by (used in) financing activities 4,386 (16,847) eachthe reporting period. Increasesdecreasescurrent fact, that reflect future plans, estimates, beliefs or expected performance are forward-looking statements. In some cases, you can identify forward-looking statements because they are preceded by, followed by or include words such as “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions. These forward-looking statements are based on information available as of the date of this Form 10-Q and our management’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties, including the following factors, in addition to the factors discussed elsewhere in this Form 10-Q, and the factors discussed in our 2021 Form 10-K and subsequent filings with the SEC (Part I, Item 1A, Risk Factors):carrying amountfuture;redeemable shares will be affectedavailable drivers, loss of independent contractor drivers, adverse conditions impacting independent contractor drivers, and possible increases in driver compensation;charges against additional paid-in capital. At September 30, 2017diners or restaurants on our Platforms;December 31, 2016, there were 25,000,000 public shares,between merchants and third-party payment processing solution providers;23,672,431 and 23,734,599 were recorded as Redeemable Shares, classified outside of permanent equity,we may facilitate the entry into merchant agreements, to comply with 1,327,569 and 1,265,401 classified as Class A common stock, respectively.Recent Accounting PronouncementsManagement does not believe that any recently issued, but not yet effective, accountingapplicable state or federal regulations;currently adopted would havewe were to become a material effectpayment processor at some point in the future;accompanying financial statements.Off-Balance Sheet ArrangementsWe did not have any off-balance sheet arrangements as of September 30, 2017.Contractual ObligationsAs of September 30, 2017, we did not have any long-term debt, capital or operating lease obligations. We have recorded deferred underwriting commissions payable upon the completionagreements governing our debt;Business Combination.We entered intocarrying amounts of goodwill or other indefinite-lived assets;administrative services agreementeffective system of disclosure controls and internal control over financial reporting.Company will payrestaurants on our Platforms operate and in the FEI Sponsor for office space, secretarialeconomy at large;administrative services providedbusiness risks affecting our industry that are largely beyond our control;membersmaintain their service levels;Company’s management team,Internet via websites, mobile devices and other platforms;an amountdriver compensation; andexceed $10,000 per month.our common stock may adversely affect the market price of our common stock;Aboutabout Market Risk.September 30, 2017,March 31, 2022, we had outstanding interest-bearing long-term debt totaling $84,511, consisting of the Term Loan in the amount of $35,007 and the Notes of $49,504, both of which bear interest at fixed rates. As a result, we were not subject to any market or interest rate risk. The net proceeds of the public offering and the private placement, placed in the Trust Account, may be invested in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposureexposed to interest rate risk.
risk on our outstanding debt at March 31, 2022. If we enter into variable-rate debt in the future, we may be subject to increased sensitivity to interest rate movements.13Procedures.controls and other procedures that are designed to ensureprovide reasonable assurance that the information required to be disclosed by us in our reports filedthat we file or submittedsubmit under the Securities Exchange Act of 1934,is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as amended (the "Exchange Act"),appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluationforms of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2017.SEC. Based upon theirthe evaluation, our Chief Executive Officerprincipal executive officer and Chief Financial Officerprincipal financial officer have concluded that our disclosure controls and procedures (as definedwere effective to accomplish their objectives at the reasonable assurance level as of March 31, 2022.Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.was nohas not been any change in our internal control over financial reporting that occurred during the quarter ending September 30, 2017ended March 31, 2022 that has materially affected, or is reasonablereasonably likely to materially affect, our internal control over financial reporting.II—II. OTHER INFORMATIONNone.As of the date of this Report,theWaitr’s risk factors disclosedpreviously reported in Part I, Item 1A, of the 2021 Form 10-K.Annual Report on Form 10-Kfinancial condition and results of operations.yearreporting unit’s goodwill. As a result of the ASC 360 and ASC 350 analyses, we recognized a non-cash pre-tax impairment loss of $67,190 during the three months ended DecemberMarch 31, 2016. We2022 to write down the carrying value of goodwill to its implied fair value. See Part I, Item 1, Note 6 – Intangible Assets and Goodwill for additional details.disclose changesnot be successful and may negatively impact our name recognition with customers and partners or otherwise impact our business.such risk factorschange our corporate name and visual identity in a comprehensive rebrand. There is no assurance that our rebranding initiative will be successful or disclose additional risk factors from time to timeresult in our future filingsa positive return on investment. In connection with the SEC.Settlement, we agreed to adopt a new trademark or tradename to replace the Waitr trademark and to discontinue use of the Waitr trademark in connection with the marketing, sale or provision of any web-based or mobile app-based delivery, pick-up, carry-out or dine-in services using the Waitr trademark by June 22, 2022, unless extended by eight additional months in exchange for a one-time payment of $800. During the three months ended March 31, 2022, the Company accrued an $800 reserve in connection with its option to extend the license period by an additional eight months. The failure by us to timely cease using the Waitr trademark provides Waiter.com, Inc. the right to pursue injunctive relief and liquidated damages. We could be required to devote significant resources to advertising and marketing in order to increase awareness of the new brand and for the successful integration of our rebranding process. Furthermore, our rebranding initiative may negatively impact our name recognition with customers and partners, which could have an adverse impact on our business.We were incorporated in 2008 and in connection with our incorporation the Leucadia Sponsor purchased an aggregate of 1,000 shares of our common stock (100% of the issued and outstanding shares) for $1,000. On September 15, 2015, we reclassified all of our issued and outstanding shares of common stock as Class F common stock and conducted a 1:7,187.5 stock split for our founders shares, which increased the Leucadia Sponsor's ownership to 7,187,500 founders shares. On September 16, 2015, we sold 7,187,500 founders shares (50% of the issued and outstanding shares) to the FEI Sponsor for $10,000. On October 1, 2015, we conducted a 5:1 reverse stock split for the founders shares. On April 27, 2016, we conducted a 1:3 stock split, resulting in our initial stockholders holding an aggregate of 8,625,000 founders shares. On May 25, 2016, each of the Sponsors returned to us, at no cost, 718,750 founders shares, which we cancelled. Following these transactions, each of the Sponsors owned 50% of the 7,187,500 issued and outstanding founders shares. The over-allotment option was not exercised by the underwriters and as such, the Sponsors forfeited 937,500 shares, which were returned to the Company, at no cost, on June 30, 2016. Simultaneously with the closing of the public offering, the Sponsors purchased an aggregate of 14,000,000 sponsor warrants at a price of $0.50 per warrant ($7,000,000 in the aggregate) in the private placement. The sales of the above securities by the Company were deemed to be exempt from registration under the Securities Act, in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.14On May 25, 2016, our registration statement on Form S-1 (File No. 333-210980) was declared effective by the SEC for the public offering pursuant to which we sold an aggregate of 25,000,000 units at an offering price to the public of $10.00 per unit for an aggregate offering price of $250,000,000, with each unit consisting of one share of the Company’s Class A common stock and one public warrant. Each public warrant entitles the holder thereof to purchase one-half of one share of Class A common stock at a price of $11.50 per whole share. Jefferies LLC, Deutsche Bank Securities Inc. and Ladenburg Thalmann & Co., Inc. acted as underwriters. The public offering was consummated on June 1, 2016.Net proceeds of $250,000,000 from the public offering and the private placement, including deferred underwriting discounts of $8,750,000, are held in the Trust Account at September 30, 2017. We paid $5,000,000 in underwriting discounts and incurred offering costs of $654,840 related to the public offering. In addition, the underwriters agreed to defer $8,750,000 in underwriting discounts, which amount will be payable when and if a Business Combination is consummated. We also repaid $300,000 in non-interest bearing loans made to us by the Sponsors to cover expenses related to the public offering. There has been no material change in the planned use of proceeds from the public offering as described in our final prospectus dated May 25, 2016 which was filed with the SEC.None.None.None.Exhibits.ExhibitsExhibit No.DescriptionExhibit No. Description 31.131.1 31.2Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).32.1Certification of the ChiefPrincipal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.Rule15d-14(a).(1)32.231.232.1 101.INS32.2 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 15104 Cover Page Interactive Data File (embedded within the Inline XBRL document) LANDCADIA HOLDINGS, INC.By:/s/ Tilman J. FertittaName: Tilman J. FertittaTitle: Chief Executive Officer(principal executive officer)By: /s/ Richard H. LiemName: Richard H. LiemTitle: Vice President and Chief Financial Officer(principal financial officer and principal accounting officer)Dated: November 14, 2017May 9, 2022By: /s/ Leo Bogdanov 16Leo Bogdanov Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)