Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 04, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | WAITR HOLDINGS INC. | |
Entity Central Index Key | 0001653247 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Trading Symbol | WTRH | |
Entity Common Stock, Shares Outstanding | 115,390,755 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-37788 | |
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 Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, Par Value $0.0001 Per Share | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 67,863 | $ 84,706 |
Accounts receivable, net | 4,907 | 2,954 |
Capitalized contract costs, current | 868 | 737 |
Prepaid expenses and other current assets | 4,955 | 6,657 |
TOTAL CURRENT ASSETS | 78,593 | 95,054 |
Property and equipment, net | 4,961 | 3,503 |
Capitalized contract costs, noncurrent | 2,759 | 2,429 |
Goodwill | 122,032 | 106,734 |
Intangible assets, net | 31,514 | 23,924 |
Operating lease right-of-use assets | 5,064 | |
Other noncurrent assets | 750 | 588 |
TOTAL ASSETS | 245,673 | 232,232 |
CURRENT LIABILITIES | ||
Accounts payable | 5,039 | 4,382 |
Restaurant food liability | 5,890 | 4,301 |
Accrued payroll | 6,460 | 4,851 |
Short-term loans for insurance financing | 1,143 | 2,726 |
Deferred revenue, current | 290 | 141 |
Income tax payable | 146 | 122 |
Operating lease liabilities | 1,518 | |
Other current liabilities | 24,974 | 13,781 |
TOTAL CURRENT LIABILITIES | 45,460 | 30,304 |
Long term debt - related party | 80,508 | 94,218 |
Accrued medical contingency | 16,844 | 16,987 |
Operating lease liabilities | 3,885 | |
Other noncurrent liabilities | 1,740 | 2,627 |
TOTAL LIABILITIES | 148,437 | 144,136 |
Commitments and contingent liabilities (Note 10) | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock, $0.0001 par value; 249,000,000 shares authorized and 115,387,140 and 111,259,037 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 11 | 11 |
Additional paid in capital | 464,843 | 451,991 |
Accumulated deficit | (367,618) | (363,906) |
TOTAL STOCKHOLDERS’ EQUITY | 97,236 | 88,096 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 245,673 | $ 232,232 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 249,000,000 | 249,000,000 |
Common stock, shares issued | 115,387,140 | 111,259,037 |
Common stock, shares outstanding | 115,387,140 | 111,259,037 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
REVENUE | $ 50,930 | $ 44,243 |
COSTS AND EXPENSES: | ||
Operations and support | 30,338 | 26,365 |
Sales and marketing | 4,016 | 2,826 |
Research and development | 999 | 1,470 |
General and administrative | 10,186 | 10,778 |
Depreciation and amortization | 2,917 | 2,064 |
(Gain) loss on disposal of assets | (3) | 8 |
TOTAL COSTS AND EXPENSES | 48,453 | 43,511 |
INCOME FROM OPERATIONS | 2,477 | 732 |
OTHER EXPENSES (INCOME) AND LOSSES (GAINS), NET | ||
Interest expense | 1,901 | 2,914 |
Interest income | (60) | |
Other expense | 4,264 | (37) |
NET LOSS BEFORE INCOME TAXES | (3,688) | (2,085) |
Income tax expense | 24 | 17 |
NET LOSS | $ (3,712) | $ (2,102) |
LOSS PER SHARE: | ||
Basic and diluted | $ (0.03) | $ (0.03) |
Weighted average shares used to compute net loss per share: | ||
Weighted average common shares outstanding – basic and diluted | 112,334,094 | 76,884,717 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (3,712) | $ (2,102) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Non-cash interest expense | 772 | 2,396 |
Amortization of operating lease assets | 323 | 0 |
Stock-based compensation | 2,078 | 848 |
(Gain) loss on disposal of assets | (3) | 8 |
Depreciation and amortization | 2,917 | 2,064 |
Amortization of capitalized contract costs | 194 | 68 |
Other non-cash income | 0 | (12) |
Changes in assets and liabilities: | ||
Accounts receivable | (1,624) | (90) |
Capitalized contract costs | (655) | (1,049) |
Prepaid expenses and other current assets | 1,899 | 3,246 |
Other noncurrent assets | 27 | 0 |
Accounts payable | 20 | 698 |
Restaurant food liability | 1,589 | (591) |
Deferred revenue | 140 | (378) |
Income tax payable | 24 | 17 |
Operating lease liabilities | (389) | 0 |
Accrued payroll | 1,479 | 2,129 |
Accrued medical contingency | (143) | (69) |
Accrued workers’ compensation liability | 0 | 2 |
Other current liabilities | 7,911 | (157) |
Other noncurrent liabilities | (38) | (1) |
Net cash provided by operating activities | 12,809 | 7,027 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (165) | (70) |
Internally developed software | (1,722) | (671) |
Acquisitions | (10,927) | (242) |
Collections on notes receivable | 0 | 21 |
Proceeds from sale of property and equipment | 9 | 3 |
Net cash used in investing activities | (12,805) | (959) |
Cash flows from financing activities: | ||
Proceeds from issuance of stock | 0 | 6,584 |
Equity issuance costs | 0 | (114) |
Payments on long-term loan | (14,472) | 0 |
Payments on acquisition loans | (66) | 0 |
Payments on short-term loans for insurance financing | (1,583) | (2,028) |
Proceeds from exercise of stock options | 6 | 8 |
Taxes paid related to net settlement on stock-based compensation | (732) | (459) |
Net cash (used in) provided by financing activities | (16,847) | 3,991 |
Net change in cash | (16,843) | 10,059 |
Cash, beginning of period | 84,706 | 29,317 |
Cash, end of period | 67,863 | 39,376 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | 1,129 | 518 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Stock issued as consideration in acquisition | 11,500 | 0 |
Noncash impact of operating lease assets | 5,387 | 0 |
Noncash impact of operating lease liabilities | $ 5,792 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balances at Dec. 31, 2019 | $ 5,403 | $ 8 | $ 385,137 | $ (379,742) |
Balance (Shares) at Dec. 31, 2019 | 76,579,175 | |||
Net loss | (2,102) | (2,102) | ||
Exercise of stock options and vesting of restricted stock units | 8 | 8 | ||
Exercise of stock options and vesting of restricted stock units (in shares) | 35,990 | |||
Taxes paid related to net settlement on stock-based compensation | (459) | (459) | ||
Stock-based compensation | 848 | 848 | ||
Issuance of common stock | 6,470 | 6,470 | ||
Issuance of common stock (in shares) | 4,192,743 | |||
Balances at Mar. 31, 2020 | 10,168 | $ 8 | 392,004 | (381,844) |
Balance (Shares) at Mar. 31, 2020 | 80,807,908 | |||
Balances at Dec. 31, 2020 | 88,096 | $ 11 | 451,991 | (363,906) |
Balance (Shares) at Dec. 31, 2020 | 111,259,037 | |||
Net loss | (3,712) | (3,712) | ||
Exercise of stock options and vesting of restricted stock units | 6 | 6 | ||
Exercise of stock options and vesting of restricted stock units (in shares) | 537,436 | |||
Taxes paid related to net settlement on stock-based compensation | (732) | (732) | ||
Stock-based compensation | 2,078 | 2,078 | ||
Equity issued for acquisitions | 11,500 | 11,500 | ||
Equity issued for acquisitions (in shares) | 3,590,667 | |||
Balances at Mar. 31, 2021 | $ 97,236 | $ 11 | $ 464,843 | $ (367,618) |
Balance (Shares) at Mar. 31, 2021 | 115,387,140 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1. Organization Waitr Holdings Inc., a Delaware corporation, together with its wholly owned subsidiaries (the “Company,” “Waitr,” “we,” “us” and “our”), operates an online ordering technology platform, providing delivery, carryout and dine-in options, connecting restaurants, drivers and diners in cities across the United States. The Company’s technology platform includes the Waitr and Bite Squad mobile applications, and more recently, the Delivery Dudes mobile application, collectively referred to as the “Platforms”. The Platforms allow consumers to browse local restaurants and menus, track order and delivery status, and securely store previous orders for ease of use and convenience. Restaurants benefit from the online Platforms through increased exposure to consumers for expanded business in the delivery market and carryout sales. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. 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, 2020 (the “2020 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. During the third quarter of 2020, the Company identified and corrected an immaterial error related to the understatement of an accrued medical contingency that affected previously issued consolidated financial statements. In order to present the impact of the updated estimated liability for the claim, previously issued financial statements have been revised. See Note 9 – Correction of Prior Period Error Reclassifications Certain amounts from prior periods have been reclassified to conform to the current period presentation. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and all wholly owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates and judgments relied upon in preparing these condensed consolidated financial statements affect the following items: • incurred loss estimates under our insurance policies with large deductibles or retention levels; • loss exposure related to claims such as the Medical Contingency (see Note 9 – Correction of Prior Period Error ); • income taxes; • useful lives of tangible and intangible assets; • equity compensation; • contingencies; • goodwill and other intangible assets, including the recoverability of intangible assets with finite lives and other long-lived assets; and • fair value of assets acquired and liabilities assumed as part of a business combination. The Company regularly assesses these estimates and records changes to estimates in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions believed to be reasonable under the circumstances. Changes in the economic environment, financial markets, and any other parameters used in determining these estimates could cause actual results to differ from those estimates. Impact of COVID-19 on our Business Waitr has thus far been able to operate during the pandemic caused by the outbreak of SARS-CoV-2 (“COVID-19”). We have taken several steps to help protect and support our restaurant partners, diners, independent contractor drivers and our employees during the COVID-19 outbreak, including offering no-contact delivery in select markets, offering no-contact grocery delivery in select markets, working with certain restaurant partners to waive diner delivery fees, deploying free marketing programs for certain restaurants and providing masks, gloves and hand sanitizer to drivers. We continue to monitor the impact of the COVID-19 outbreak, although there remains significant uncertainty related to the public health impact and the global economic situation. Critical Accounting Policies and Estimates See “ Recent Accounting Pronouncements Revenue Revenue The Company generates revenue (“Transaction Fees”) primarily when diners place an order on one of the Platforms. In the case of diner subscription fees for our unlimited delivery subscription program, revenue is recognized for the receipt of the monthly fee in the applicable month for which the delivery service applies to. Revenue consists of the following for the periods indicated (in thousands): Three Months Ended March 31, 2021 2020 Transaction Fees $ 50,476 $ 43,811 Setup and integration fees 7 378 Other 447 54 Total Revenue $ 50,930 $ 44,243 Transaction Fees represent the revenue recognized from the Company’s obligation to process orders on the Platforms. The performance obligation is satisfied when the Company successfully processes an order placed on one of the Platforms and the restaurant receives the order at their location. The obligation to process orders on the Platforms represents a series of distinct performance obligations satisfied over time that the Company combines into a single performance obligation. Consistent with the recognition objective in ASC Topic 606, Revenue from Contracts with Customers During the three months ended March 31, 2021 and 2020, the Company recognized revenue for non-refundable setup and integration fees for onboarding certain restaurants. In connection with modifications to the Company’s fee structure in July 2019, the Company discontinued offering fee arrangements with the upfront, one-time setup and integration fee. The Company records a receivable when it has an unconditional right to the consideration. The balance of accounts receivable, net was $4,907 and $2,954 as of March 31, 2021 and December 31, 2020, respectively, comprised primarily of credit card receivables due from the credit card processor. 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 Deferred costs related to obtaining contracts with restaurants were $2,734 and $2,424 as of March 31, 2021 and December 31, 2020, respectively, out of which $659 and $567, respectively, was classified as current. Amortization of expense for the costs to obtain a contract were $149 and $53 for the three months ended March 31, 2021 and 2020, 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 setup and integration activities meet the capitalization criteria under ASC Topic 340-40, Other Assets and Deferred Costs Deferred costs related to fulfilling contracts with restaurants were $893 and $742 as of March 31, 2021 and December 31, 2020, respectively, out of which $209 and $170, respectively, was classified as current. Amortization of expense for the costs to fulfill a contract were $45 and $15 for the three months ended March 31, 2021 and 2020, respectively. 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. Throughout fiscal year 2020, the Company qualified as an “emerging growth company” pursuant to the provisions of the JOBS Act. As an emerging growth company, the Company elected to use the extended transition period for complying with certain new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Effective January 1, 2021, the Company is no longer an emerging growth company. Recently Adopted Accounting Standards Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) The Company determines if an arrangement is a lease at inception of a contract. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company elected the optional practical expedient package, which includes retaining the current classification of leases, and is utilizing the practical expedient which allows the use of hindsight in determining the lease term and in assessing impairment of its operating lease right-of-use assets. Additionally, the Company has elected to treat lease and non-lease components as a single lease component for all assets. The Company has elected to apply the short-term scope exception for leases with original terms of twelve months or less, and accordingly, recognizes the lease payments for such leases in the statement of operations on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred. Under ASU 2016-02, the Company recorded in the unaudited condensed consolidated balance sheet as of January 1, 2021, lease liabilities for operating leases entered into prior to December 31, 2020 of $4,993, representing the present value of its future operating lease payments, and corresponding right-of-use assets of $4,681, based upon the operating lease liabilities adjusted for deferred rent. As most of the Company’s leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date, which is estimated to be 5.0 % . The adoption of ASU 2016-02 did not result in a cumulative-effect adjustment on retained earnings. See Note 10 – Commitments and Contingencies for additional details. Other In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception Distinguishing Liabilities from Equity, In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, ASU 2016-13 was effective for and adopted by the Company on January 1, 2021. The adoption of ASU 2016-13 did not have a material impact on the Company’s disclosures or consolidated financial statements Pending Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | 3. Business Combinations 2021 Acquisition On March 11, 2021, the Company completed the acquisition of certain assets and properties from Dude Holdings LLC (“Delivery Dudes”), a third-party delivery business primarily serving the South Florida market, for $11,500 in cash, subject to certain purchase price adjustments, and 3,562,577 shares of the Company’s common stock (the “Delivery Dudes Acquisition”). The share consideration was valued at $3.23 per share, representing the average volume weighted average price of the Company’s common stock for the five consecutive trading days prior to March 9, 2021. The acquisition expands the Company’s market presence in the on-demand delivery service sector. The following represents the preliminary estimated purchase consideration: (in thousands, except per share amount) Shares transferred at closing 3,562 Value per share $ 3.23 Total share consideration 11,500 Plus: cash transferred to Delivery Dudes members 10,927 Plus: net working capital deficit assumed 573 Total estimated consideration $ 23,000 The Delivery Dudes Acquisition was considered a business combination in accordance with ASC 805, and was accounted for using the acquisition method. Under the acquisition method of accounting, acquired assets and assumed liabilities are recorded based on their respective fair values on the acquisition date, with the excess of the consideration transferred in the acquisition over the fair value of the assets and liabilities acquired recorded as goodwill. The preliminary estimated fair value of assets acquired and liabilities assumed consists of the following (in thousands): Cash and cash equivalents $ 573 Accounts receivable 330 Prepaid expenses and other current assets 130 Intangible assets 7,700 Other noncurrent assets 33 Accrued expenses and other current liabilities (1,035 ) Other noncurrent liabilities (29 ) Total assets acquired, net of liabilities assumed 7,702 Goodwill 15,298 Total estimated consideration $ 23,000 The Company engaged a third-party specialist to assist management in estimating the fair value of the assets and liabilities. Goodwill is attributable to the future anticipated economic benefits from combining operations of the Company and Delivery Dudes, including future growth into new markets, future customer relationships and the workforce in place. All of the goodwill is expected to be deductible for U.S. federal income tax purposes. While the Company has substantially completed the determination of the fair values of the assets acquired and liabilities assumed, the Company is still finalizing the calculation of the purchase price adjustments pursuant to the asset purchase agreement for the Delivery Dudes Acquisition, which could affect the final fair value analysis. The Company anticipates finalizing the determination of the fair values by the second quarter of 2021. The following table sets forth the components of estimated identifiable intangible assets acquired from Delivery Dudes (in thousands) and their estimated useful lives as of the acquisition date: Amortizable Life (in years) Value Customer relationships 7.5 $ 4,700 Franchise relationships 1.0 250 Trade name 3.0 800 Developed technology 2.0 1,900 In-process research and development 2.0 50 Total $ 7,700 The acquired identifiable intangible assets are amortized on a straight-line basis to reflect the pattern in which the economic benefits of the intangible assets are consumed. The These fair value measurements were based on significant inputs not observable in the The results of operations of Delivery Dudes are included in our unaudited condensed consolidated financial statements beginning on the acquisition date, March 11, 2021. Revenue and net loss of Delivery Dudes included in the unaudited condensed consolidated statement of operations in the three months ended March 31, 2021 totaled approximately $ 831 and $ 21 , respectively. In connection with the Delivery Dudes Acquisition, the Company incurred direct and incremental costs of $606 consisting of legal and professional fees, which are included in general and administrative expenses in the unaudited condensed consolidated statement of operations in the three months ended March 31, 2021. Pro-Forma Financial Information (Unaudited) The supplemental condensed consolidated results of the Company on an unaudited pro forma basis as if the Delivery Dudes Acquisitions had been consummated on January 1, 2020 are as follows (in thousands): Three Months Ended March 31, 2021 2020 Net revenue $ 53,406 $ 46,450 Net income (loss) $ 652 $ (1,993 ) These pro forma results were based on estimates and assumptions, which the Company believes are reasonable. They are not the results that would have been realized had the Company been a consolidated company during the periods presented and are not indicative of consolidated results of operations in future periods. Acquisition costs and other non-recurring charges incurred are included in the period presented. |
Accounts Receivable, Net
Accounts Receivable, Net | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Accounts Receivable, Net | 4. Accounts Receivable, Net Accounts receivable consist of the following (in thousands): March 31, December 31, 2021 2020 Credit card receivables $ 4,807 $ 3,013 Receivables from restaurants and customers 592 334 Accounts receivable $ 5,399 $ 3,347 Less: allowance for doubtful accounts and chargebacks (492 ) (393 ) Accounts receivable, net $ 4,907 $ 2,954 |
Intangibles Assets and Goodwill
Intangibles Assets and Goodwill | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangibles Assets and Goodwill | 5. 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, customer relationships and franchise relationships. The Company has determined that the Waitr trademark intangible asset is an indefinite-lived asset and therefore is not subject to amortization but is evaluated annually for impairment. The Bite Squad and Delivery Dudes trade name intangible assets, however, are being amortized over their estimated useful lives. Intangible assets are stated at cost or acquisition-date fair value less accumulated amortization and consist of the following (in thousands): As of March 31, 2021 Gross Carrying Amount Accumulated Amortization Accumulated Impairment Intangible Assets, Net Software $ 28,876 $ (6,744 ) $ (11,825 ) $ 10,307 Trademarks/Trade name/Patents 6,205 (3,998 ) — 2,207 Customer Relationships 87,545 (11,396 ) (57,378 ) 18,771 Franchise Relationships 250 (21 ) — 229 Total $ 122,876 $ (22,159 ) $ (69,203 ) $ 31,514 As of December 31, 2020 Gross Carrying Amount Accumulated Amortization Accumulated Impairment Intangible Assets, Net Software $ 25,204 $ (6,099 ) $ (11,825 ) $ 7,280 Trademarks/Trade name/Patents 5,405 (3,526 ) — 1,879 Customer Relationships 82,845 (10,702 ) (57,378 ) 14,765 Franchise Relationships — — — — Total $ 113,454 $ (20,327 ) $ (69,203 ) $ 23,924 During the three months ended March 31, 2021, the Company acquired intangible assets in connection with the Delivery Dudes Acquisition ( see Note 3 – Business Combinations The Company recorded amortization expense of $1,832 and $1,540 for the three months ended March 31, 2021 and 2020, respectively. Estimated future amortization expense of intangible assets is as follows (in thousands): Amortization The remainder of 2021 $ 7,582 2022 8,264 2023 5,641 2024 3,743 2025 3,332 Thereafter 2,947 Total future amortization $ 31,509 Goodwill The change in the Company’s goodwill balance is as follows for the three months ended March 31, 2021 and the year ended December 31, 2020 (in thousands): March 31, December 31, 2021 2020 Balance, beginning of period $ 106,734 $ 106,734 Acquisitions during the period 15,298 — Impairments during the period — — Balance, end of period $ 122,032 $ 106,734 The Company recorded $15,298 of goodwill during the three months ended March 31, 2021 as a result of the allocation of the purchase price over assets acquired and liabilities assumed in the Delivery Dudes Acquisition (see Note 3 – Business Combinations |
Other Current Liabilities
Other Current Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | 6. Other Current Liabilities Other current liabilities consist of the following (in thousands): March 31, December 31, 2021 2020 Accrued insurance expenses $ 4,062 $ 3,392 Accrued estimated workers' compensation expenses 1,397 1,725 Accrued medical contingency 456 448 Accrued sales tax payable 623 418 Accrued legal contingency 4,000 — Other accrued expenses 8,883 4,061 Unclaimed property 1,789 1,679 Other current liabilities 3,764 2,058 Total other current liabilities $ 24,974 $ 13,781 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt The Company’s outstanding debt obligations are as follows (in thousands): Coupon Rate Range in 2020 Effective March 31, December 31, through 1Q21 Interest Rate Maturity 2021 2020 Term Loan 5.125% - 7.125% 10.62% November 2023 $ 35,007 $ 49,479 Notes 4.0% - 6.0% 6.49% November 2023 49,504 49,504 $ 84,511 $ 98,983 Less: unamortized debt issuance costs on Term Loan (3,069 ) (3,541 ) Less: unamortized debt issuance costs on Notes (934 ) (1,224 ) Long term debt - related party $ 80,508 $ 94,218 Short-term loans for insurance financing 3.49% - 3.99% n/a August 2021 1,143 2,726 Total outstanding debt $ 81,651 $ 96,944 Interest expense related to the Company’s outstanding debt totaled $1,901 and $2,914 for the three months ended March 31, 2021 and 2020, respectively. Interest expense includes interest on outstanding borrowings and amortization of debt issuance costs. See Note 15 – Related Party Transactions Amendments to Loan Agreements On March 9, 2021, the Company entered into an amendment to the Credit Agreement and an amendment to the Convertible Notes Agreement (together, the “Amended Loan Agreements”). The Amended Loan Agreements provide, among other things, for the Delivery Dudes Acquisition being included in the definition of Permitted Acquisition (as defined in the Credit Agreement and Convertible Notes Agreement). Additionally, pursuant to the amendment to the Credit Agreement, the Company made a $15,000 payment on the Term Loan on March 16, 2021. See Term Loan Notes The Company evaluated the amendments in the Amended Loan Agreements under ASC 470-50, “ Debt Modification and Extinguishment Term Loan The Company maintains an agreement with Luxor Capital Group, LP (“Luxor Capital”) (as amended or otherwise modified from time to time, the “Credit Agreement”). The Credit Agreement provides for a senior secured first priority term loan (the “Term Loan”) which is guaranteed by certain subsidiaries of the Company. In connection with the Term Loan, the Company issued to Luxor Capital warrants which are currently exercisable for 478,458 shares of the Company’s common stock (see Note 12 – Stockholders’ Equity ). Interest on the Term Loan is payable quarterly, in cash or, at the election of the Company, as a payment-in-kind, with interest paid in-kind being added to the aggregate principal balance. The Credit Agreement includes a number of customary covenants that, among other things, limit or restrict the ability of each 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. We believe that we were in compliance with all covenants under the Credit Agreement as of March 31, 2021. Notes Additionally, the Company issued unsecured convertible promissory notes (the “Notes”) to Luxor Capital Partners, LP, Luxor Capital Partners Offshore Master Fund, LP, Luxor Wavefront, LP and Lugard Road Capital Master Fund, LP (the “Luxor Entities”) pursuant to an agreement, herein referred to as the “Convertible Notes Agreement”. Interest on the Notes is payable quarterly, in cash or, at the Company’s election, up to one-half of the dollar amount of an interest payment due can be paid-in-kind. Interest paid-in-kind is added to the aggregate principal balance. The Notes include customary anti-dilution protection, including broad-based weighted average adjustments for issuances of additional shares (down-round features). The Company’s payment Short-Term Loans The Company’s short-term loans include loans to finance portions of certain annual insurance premium obligations. The loans are payable in monthly installments until maturity. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes The Company provides for income taxes using an asset and liability approach under which deferred income taxes are provided for based upon enacted tax laws and rates applicable to periods in which the taxes become payable. The Company recorded income tax expense of $24 and $17 for the three months ended March 31, 2021 and 2020, respectively, entirely related to state taxes in various jurisdictions. A partial valuation allowance has been recorded as of March 31, 2021 and December 31, 2020 as the Company has generated net operating losses prior to the second quarter of 2020, 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. As of March 31, 2021, the Company recognized $1,334 in employer payroll tax deferrals under the Coronavirus Aid, Relief and Economic Security (CARES) Act, of which 50% will be paid in 2021 and 50% will be paid in 2022. These amounts are reflected in other current and non-current liabilities in the accompanying unaudited condensed consolidated balance sheet. |
Correction of Prior Period Erro
Correction of Prior Period Error | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes And Error Corrections [Abstract] | |
Correction of Prior Period Error | 9 . Correction of Prior Period Error During the third quarter of 2020, the Company identified and corrected an immaterial error related to the understatement of an accrued medical contingency (the “Medical Contingency”) that affected previously issued consolidated financial statements. The Company became liable for a claim due to the insolvency of a previous workers compensation insurer. The Company assessed the materiality of the error, both quantitatively and qualitatively, in accordance with the SEC’s Staff Accounting Bulletin No. 99, and concluded that the error was not material to any of its previously reported financial statements based upon qualitative aspects of the error. However, as the error was large quantitatively, previously issued financial statements have been revised and are presented for comparative purposes. The Company engaged a third-party actuary to assist in the calculation of the estimated loss exposure and determined that the accrued liability recorded at December 31, 2018 for the claim was understated by approximately $17,505, which resulted in additional expense for the year ended December 31, 2018 of $17,505. The cumulative impact of the error correction on the Company’s retained earnings and stockholders’ equity as of January 1, 2020 was $17,505. As shown in the table below, there was no impact to net cash provided by operating activities for the three months ended March 31, 2020. Net income (loss) for the three months ended March 31, 2020 was not impacted by the revision. Line items affected by the revision are included in the tables below. Revised Consolidated Cash Flow Statement (unaudited) (in thousands) Three Months Ended March 31, 2020 As Reported Adjustment As Revised Cash flows from operating activities: Changes in liabilities: Accrued medical contingency $ — $ (69 ) $ (69 ) Accrued workers' compensation liability (69 ) 71 2 Other current liabilities (155 ) (2 ) (157 ) Net cash provided by operating activities 7,027 — 7,027 Revised Consolidated Balance Sheet (unaudited) (in thousands) March 31, 2020 As Reported Adjustment As Revised Other current liabilities $ 12,125 $ 661 $ 12,786 Total current liabilities 31,368 661 32,029 Accrued medical contingency - long term — 17,134 17,134 Accrued workers' compensation liability - long term 394 (290 ) 104 Total liabilities 157,795 17,505 175,300 Accumulated deficit (364,339 ) (17,505 ) (381,844 ) Total stockholders' equity 27,673 (17,505 ) 10,168 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Leases As of March 31, 2021, the Company had operating lease agreements for office facilities in various locations in the United States, which expire on various dates through August 2026. The terms of the lease agreements provide for rental payments that generally increase on an annual basis. The Company does not have any material finance leases. The Company recognizes expense for leases on a straight-line basis over the lease term, which the Company generally expects to be the non-cancellable period of the lease. As of March 31, 2021, the Company recognized on its unaudited condensed consolidated balance sheet operating right-of-use assets of $5,064 and current and noncurrent operating lease liabilities of $1,518 and $3,885, respectively. Operating lease costs recognized in the unaudited condensed consolidated statement of operations for the three months ended March 31, 2021 totaled $401. The following table presents supplemental cash flow information and the weighted-average lease term and discount rate for the Company’s operating leases for the three months ended March 31, 2021: Three Months Ended March 31, 2021 Cash paid for operating lease liabilities (in thousands) $ 389 Weighted-average remaining lease term (years) 3.8 Weighted-average discount rate 5.0 % As of March 31, 2021, the future minimum lease payments required under non-cancelable operating leases were as follows (in thousands): Amount The remainder of 2021 $ 1,323 2022 1,567 2023 993 2024 816 2025 803 Thereafter 535 Total future lease payments $ 6,037 Less: imputed interest (634 ) Present value of operating lease liabilities $ 5,403 Medical Contingency Claim As of March 31, 2021 and December 31, 2020, the long-term portion of the estimated Medical Contingency claim totaled $16,844 and $16,987, respectively, and is included in the unaudited condensed consolidated balance sheet as accrued medical contingency. The current portion of the Medical Contingency totaled $456 and $448 as of March 31, 2021 and December 31, 2020, respectively, and is included in other current liabilities. See Note 9 – Correction of Prior Period Error Workers Compensation and Auto Policy Claims We establish a liability under our workers’ compensation and auto insurance policies for claims incurred and an estimate for claims incurred but not yet reported. As of March 31, 2021 and December 31, 2020, $4,569 and $4,697, respectively, in outstanding workers’ compensation and auto policy claims are included in the unaudited condensed consolidated balance sheet. The short-term portions of the liability for our workers’ compensation and auto insurance claims are included in other current liabilities. Legal Matters In July 2016, Waiter.com, Inc. filed a lawsuit against Waitr Inc. in the United States District Court for the Western District of Louisiana, alleging trademark infringement based on Waitr’s use of the “Waitr” trademark and logo, Civil Action No.: 2:16-CV-01041. Plaintiff seeks 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, and in September 2020, the court ruled on various motions, certain of which ruled against defenses the Company had advanced. Waitr believes that the damages case lacks merit and that it has a defense to the infringement claims alleged. Waitr continues to vigorously defend the suit. The Company accrued a $4,000 reserve in connection with this lawsuit during the first quarter of 2021. The accrued legal contingency is included in other current liabilities in the unaudited condensed consolidated balance sheet at March 31, 2021 and in other expenses in the unaudited condensed consolidated statement of operations for the three months ended March 31, 2021. 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’, et al v. Waitr, In September 2019, Christopher Meaux, David Pringle, Jeff Yurecko, Tilman J. Fertitta, Richard Handler, Waitr Holdings Inc. f/k/a Landcadia Holdings Inc., Jefferies Financial Group, Inc. and Jefferies, LLC were named as defendants in a putative class action lawsuit entitled Walter Welch, Individually and on Behalf of all Others Similarly Situated vs. Christopher Meaux, David Pringle, Jeff Yurecko, Tilman J. Fertitta, Richard Handler, Waitr Holdings Inc. f/k/a Landcadia Holdings Inc., Jefferies Financial Group, Inc. and Jefferies, LLC Kelly Bates, Individually and on Behalf of all Others Similarly Situated vs. Christopher Meaux, David Pringle, Jeff Yurecko, Tilman J. Fertitta, Richard Handler, Waitr Holdings Inc. f/k/a Landcadia Holdings Inc., Jefferies Financial Group, Inc. and Jefferies, LLC In addition to the lawsuits described above, Waitr is involved in other litigation arising from the normal course of business activities, including, without limitation, labor and employment claims, allegations of infringement, misappropriation and other violations of intellectual property or other rights, lawsuits and claims involving personal injuries, physical damage and workers’ compensation benefits suffered as a result of alleged conduct involving its employees, independent contractor drivers, and third-party negligence. Although Waitr believes that it maintains insurance with standard deductibles that generally covers liability for potential damages in many of these matters where coverage is available on acceptable terms (it is not maintained for claims involving intellectual property), insurance coverage is not guaranteed, often these claims are met with denial of coverage positions by the carriers, and there are limits to insurance coverage; accordingly, we could suffer material losses as a result of these claims or the denial of coverage for such claims. |
Stock-Based Awards and Cash-Bas
Stock-Based Awards and Cash-Based Awards | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Awards and Cash-Based Awards | 11. 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 March 31, 2021, there were 11,642,846 shares of common stock available for future grants pursuant to the 2018 Incentive Plan. The Company also has outstanding equity awards under the 2014 Stock Plan (as amended in 2017, the “Amended 2014 Plan”). Total compensation expense related to awards under the Company’s incentive plans was $2,078 and $848 for the three months ended March 31, 2021 and 2020, respectively. Stock-Based Awards Stock Options During the three months ended March 31, 2021, 500,000 stock options were granted under the 2018 Incentive Plan, with an aggregate grant date fair value of $1,095. The weighted average exercise price of the options is $2.78, and the options will vest in twelve quarterly installments during the period from October 1, 2021 through July 1, 2024. The options have an approximate 5 year exercise term. On January 3, 2020, 9,572,397 stock options were granted under the 2018 Incentive Plan to the Company’s chief executive officer (the “Grimstad Option”), with an aggregate grant date fair value of $2,297. The exercise price of the options is $0.37, and the options vest 50% on each of the first two anniversaries of the grant date. The options have a five-year The fair value of each stock option grant during the three months ended March 31, 2021 and 2020 was estimated as of the grant date using an option-pricing model with the assumptions included in the table below. Expected volatility for stock options is estimated based on a combination of the historical volatility of the Company’s stock price and the historical and implied volatility of comparable publicly traded companies. 2021 2020 Weighted-average fair value at grant $ 2.19 $ 0.24 Risk free interest rate 0.46% 1.54% Expected volatility 131.4% 100.6% Expected option life (years) 3.59 3.25 The Company recognized compensation expense for stock options of $334 and $373 for the three months ended March 31, 2021 and 2020, respectively. Unrecognized compensation cost related to unvested stock options as of March 31, 2021 totaled $2,086, with a weighted average remaining vesting period of approximately 1.1 years. The stock option activity under the Company’s incentive plans during the three months ended March 31, 2021 and 2020 is as follows: Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 Number of Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value Number of Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value Balance, beginning of period 9,753,257 $ 0.43 $ 0.33 445,721 $ 3.66 $ 5.04 Granted 500,000 2.78 2.19 9,572,397 0.37 0.24 Exercised (6,779 ) 0.88 4.73 (24,309 ) 0.34 1.91 Forfeited (13,995 ) 4.58 4.38 (62,608 ) 3.38 5.68 Expired (6,536 ) 4.83 3.26 (37,409 ) 1.12 5.09 Balance, end of period 10,225,947 $ 0.54 $ 0.41 9,893,792 $ 0.50 $ 0.40 Outstanding stock options, which were fully vested and expected to vest and exercisable are as follows as of March 31, 2021 and December 31, 2020: As of March 31, 2021 As of December 31, 2020 Options Fully Vested and Expected to Vest Options Exercisable Options Fully Vested and Expected to Vest Options Exercisable Number of Options 10,225,947 4,914,911 9,753,257 132,846 Weighted-average remaining contractual term (years) 3.88 3.84 4.07 6.82 Weighted-average exercise price $ 0.54 $ 0.45 $ 0.43 $ 3.20 Aggregate Intrinsic Value (in thousands) $ 24,788 $ 12,440 $ 23,285 $ 178 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the fair value of the common stock and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options on each date. This amount will change in future periods based on the fair value of the Company’s stock and the number of options outstanding. The aggregate intrinsic value of awards exercised during the three months ended March 31, 2021 and 2020 was $15 and $12, respectively. Upon exercise, the Company issued new common stock. Restricted Stock The Company’s restricted stock grants include performance-based and time-based vesting awards. The fair value of restricted shares is typically determined based on the closing price of the Company’s common stock on the date of grant. Performance-Based Awards As of March 31, 2021, there were 3,159,325 performance-based RSUs outstanding under the Company’s 2018 Incentive Plan, including 3,134,325 RSUs granted to the Company’s chief executive officer in April 2020 (the “Grimstad RSU Grant”). The Grimstad RSU Grant has an aggregate grant date fair value of $3,542 and vests in full in the event of a change of control, as defined in Mr. Grimstad’s employment agreement with the Company (the “Employment Agreement”), subject to his continuous employment with the Company through the date of a change of control; provided, however, that the Grimstad RSU Grant shall fully vest in the event that Mr. Grimstad terminates his employment for good reason or he is terminated by the Company for reason other than misconduct. No stock-based compensation expense will be recognized for the Grimstad RSU Grant until such time that is probable that the performance goal will be achieved, or at the time that Mr. Grimstad terminates his employment for good reason or he is terminated by the Company for reason other than misconduct, should either occur. Awards with Time-Based Vesting During the three months ended March 31, 2021, 195,000 RSUs with time-based vesting were granted pursuant to the Company’s 2018 Incentive Plan (with an aggregate grant fair value of value of $714). The RSUs generally vest in three years, and accelerate and fully vest upon a change of control. The Company recognized compensation expense for restricted stock of $1,744 and $475 during the three months ended March 31, 2021 and 2020, respectively. Unrecognized compensation cost related to unvested time-based RSUs as of March 31, 2021 totaled $5,705, with a weighted average remaining vesting period of approximately 1.77 years. During the three months ended March 31, 2021 and 2020, the total fair value of restricted shares that vested during such periods was $2,493 and $6, respectively. The activity for restricted stock with time-based vesting under the Company’s incentive plans is as follows for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 Number of Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (years) Number of Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (years) Nonvested, beginning of period 4,558,603 $ 2.23 1.71 3,182,639 $ 1.42 2.16 Granted 195,000 3.66 562,207 0.39 Shares vested (749,870 ) 0.97 (17,344 ) 11.53 Forfeitures (126,084 ) 1.05 (679,287 ) 0.52 Nonvested, end of period 3,877,649 $ 2.58 1.77 3,048,215 $ 1.38 2.06 Cash-Based Awards Performance Bonus Agreement On April 23, 2020, the Company entered into a performance bonus agreement with Mr. Grimstad. Pursuant to the bonus agreement, upon the occurrence of a change of control in which the holders of the Company’s common stock receive per share consideration that is equal to or greater than $2.00, subject to adjustment in accordance with the 2018 Incentive Plan, the Company shall pay Mr. Grimstad an amount equal to $5,000 (the “Bonus”). In order to receive the Bonus, Mr. Grimstad must remain continuously employed with the Company through the date of the change of control; provided, however, that in the event Mr. Grimstad terminates his employment for good reason or the Company terminates his employment other than for misconduct, Mr. Grimstad will be entitled to receive the Bonus provided the change of control occurs during his employment term. Compensation expense related to the bonus agreement will not be recognized until such time that is probable that the performance goal will be achieved. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | 12. Stockholders’ Equity Common Stock At March 31, 2021 and December 31, 2020, there were 249,000,000 shares of common stock authorized and 115,387,140 and 111,259,037 shares of common stock issued and outstanding, respectively, with a par value of $0.0001. The Company did not hold any shares as treasury shares as of March 31, 2021 or December 31, 2020. The Company’s common stockholders are entitled to one vote per share. Preferred Stock At March 31, 2021 and December 31, 2020, the Company was authorized to issue 1,000,000 shares of preferred stock ($0.0001 par value per share). There were no issued or outstanding preferred shares as of March 31, 2021 or December 31, 2020. Warrants In November 2018, the Company issued to Luxor Capital warrants which are currently exercisable for 478,458 shares of the Company’s common stock with a current exercise price of $10.45 per share (the “Debt Warrants”). The Debt Warrants expire on November 15, 2022 and include customary anti-dilution protection, including broad-based weighted average adjustments for issuances of additional shares (down-round features). Additionally, holders of the Debt Warrants have customary |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 13. Fair Value Measurements At March 31, 2021 and December 31, 2020, the Company had an outstanding medical contingency claim which is measured at fair value on a recurring basis (see Note 10 – Commitments and Contingencies The medical contingency claim analysis represents a Level 3 measurement as it was based on unobservable inputs reflecting the Company’s assumptions used in developing the fair value estimate. The inputs used in the measurement, particularly life expectancy and projected medical costs, are sensitive inputs to the measurement and changes to either could result in significantly higher or lower fair value measurements. The Company utilized historical transactional data regarding the claim, along with projections for future comprehensive medical care costs. These inputs required significant judgments and estimates at the time of the valuation. The following table presents the Company’s liabilities measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 (in thousands): As of March 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Accrued medical contingency $ — $ — $ 17,300 $ 17,300 As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Accrued medical contingency $ — $ — $ 17,435 $ 17,435 The Company had no assets required to be measured at fair value on a recurring basis at March 31, 2021 or December 31, 2020. Adjustments to the accrued medical contingency are recognized in other expense on the condensed consolidated statement of operations. There have been no transfers between levels during the periods presented in the accompanying condensed consolidated financial statements. The following table presents a reconciliation of liabilities classified as Level 3 financial instruments for the periods indicated (in thousands): Three Months Ended March 31, 2021 2020 Balance, beginning of the period $ 17,435 $ 17,883 Increases/additions 43 — Reductions/settlements (178 ) (71 ) Balance, end of the period $ 17,300 $ 17,812 In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record certain assets and liabilities at fair value on a non-recurring basis. The Company generally applies fair value concepts in recording assets and liabilities acquired in business combinations and asset acquisitions (see Note 3 – Business Combinations |
Loss Per Share Attributable to
Loss Per Share Attributable to Common Stockholders | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Share Attributable to Common Stockholders | 14. Loss Per Share Attributable to Common Stockholders The calculation of basic and diluted loss per share attributable to common stockholders for the three months ended March 31, 2021 and 2020 is as follows (in thousands, except share and per share data): Three Months Ended March 31, 2021 2020 Basic and diluted loss per share: Net loss attributable to common stockholders - basic and diluted $ (3,712 ) $ (2,102 ) Weighted average number of shares outstanding 112,334,094 76,884,717 Basic and diluted loss per common share $ (0.03 ) $ (0.03 ) The Company has outstanding Notes which are convertible into shares of the Company’s common stock. See Note 7 – Debt Additionally, the following table includes securities outstanding at the end of the respective periods, which have been excluded from the fully diluted calculations because the effect on net loss per common share would have been antidilutive: Three Months Ended March 31, 2021 2020 Antidilutive shares underlying stock-based awards: Stock options 10,225,947 9,893,792 Restricted stock units 7,036,974 3,048,215 Warrants (1) 478,458 399,726 (1) Includes the Debt Warrants as of March 31, 2021 and 2020. See Note 12 – Stockholders’ Equity for additional details. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 15. Related-Party Transactions I n November 2018, the Company entered into the Credit Agreement, and i n January 2019, the Company entered into an amendment to the Credit Agreement , wi th Luxor Capital and an amendment to the Convertible Notes Agreement with the Luxor Entities . In addition, Luxor Capital has warrants which are convertible into shares of the Company’s common stock (see Note 12 – Stockholders’ Equity ). On each of May 21, 2019 , July 15, 2020 and March 9 , 2021 , the Company entered into amendment s to the Credit Agreement with Luxor Capital and amendment s 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. Jonath a n Green, a board member of the Company, is a partner at Luxor Capital. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events On April 23, 2021, 3,500,000 RSUs were granted (the “Grimstad 2021 RSU Grant”) under the 2018 Incentive Plan to Mr. Grimstad, with an aggregate grant date fair value of $8,960, in connection with his employment agreement extension through January 2025. The Grimstad 2021 RSU Grant will vest in three equal installments on the first, second and third anniversaries of January 3, 2022, subject to Mr. Grimstad’s continued employment through the applicable vesting date, and shall fully vest upon the consummation of a change of control, subject to Mr.Grimstad’s continued employment through the closing of such change of control or in the event that Mr. Grimstad terminates his employment for good reason or he is terminated by the Company for reason other than misconduct. Additionally, on April 23, 2021, the Board authorized the payment of a $1,000 discretionary cash bonus to Mr. Grimstad. On April 23, 2021, 85,000 RSUs were granted (the “Bogdanov 2021 Award”) under the 2018 Incentive Plan to Leo Bogdanov, the Company’s Chief Financial Officer, with an aggregate grant date fair value of $218. The Bogdanov 2021 Award will vest in three equal installments on the first, second and third anniversaries of the grant date, subject to Mr. Bogdanov’s continued employment through the applicable vesting date, and will vest in full upon a change of control, subject to Mr. Bogdanov’s continued employment through the closing of such change of control. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020 (the “2020 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. During the third quarter of 2020, the Company identified and corrected an immaterial error related to the understatement of an accrued medical contingency that affected previously issued consolidated financial statements. In order to present the impact of the updated estimated liability for the claim, previously issued financial statements have been revised. See Note 9 – Correction of Prior Period Error |
Reclassifications | Reclassifications Certain amounts from prior periods have been reclassified to conform to the current period presentation. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and all wholly owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates and judgments relied upon in preparing these condensed consolidated financial statements affect the following items: • incurred loss estimates under our insurance policies with large deductibles or retention levels; • loss exposure related to claims such as the Medical Contingency (see Note 9 – Correction of Prior Period Error ); • income taxes; • useful lives of tangible and intangible assets; • equity compensation; • contingencies; • goodwill and other intangible assets, including the recoverability of intangible assets with finite lives and other long-lived assets; and • fair value of assets acquired and liabilities assumed as part of a business combination. The Company regularly assesses these estimates and records changes to estimates in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions believed to be reasonable under the circumstances. Changes in the economic environment, financial markets, and any other parameters used in determining these estimates could cause actual results to differ from those estimates. |
Impact of COVID-19 on our Business | Impact of COVID-19 on our Business Waitr has thus far been able to operate during the pandemic caused by the outbreak of SARS-CoV-2 (“COVID-19”). We have taken several steps to help protect and support our restaurant partners, diners, independent contractor drivers and our employees during the COVID-19 outbreak, including offering no-contact delivery in select markets, offering no-contact grocery delivery in select markets, working with certain restaurant partners to waive diner delivery fees, deploying free marketing programs for certain restaurants and providing masks, gloves and hand sanitizer to drivers. We continue to monitor the impact of the COVID-19 outbreak, although there remains significant uncertainty related to the public health impact and the global economic situation. |
Critical Accounting Policies and Estimates | Critical Accounting Policies and Estimates See “ Recent Accounting Pronouncements Revenue |
Revenue | Revenue The Company generates revenue (“Transaction Fees”) primarily when diners place an order on one of the Platforms. In the case of diner subscription fees for our unlimited delivery subscription program, revenue is recognized for the receipt of the monthly fee in the applicable month for which the delivery service applies to. Revenue consists of the following for the periods indicated (in thousands): Three Months Ended March 31, 2021 2020 Transaction Fees $ 50,476 $ 43,811 Setup and integration fees 7 378 Other 447 54 Total Revenue $ 50,930 $ 44,243 Transaction Fees represent the revenue recognized from the Company’s obligation to process orders on the Platforms. The performance obligation is satisfied when the Company successfully processes an order placed on one of the Platforms and the restaurant receives the order at their location. The obligation to process orders on the Platforms represents a series of distinct performance obligations satisfied over time that the Company combines into a single performance obligation. Consistent with the recognition objective in ASC Topic 606, Revenue from Contracts with Customers During the three months ended March 31, 2021 and 2020, the Company recognized revenue for non-refundable setup and integration fees for onboarding certain restaurants. In connection with modifications to the Company’s fee structure in July 2019, the Company discontinued offering fee arrangements with the upfront, one-time setup and integration fee. The Company records a receivable when it has an unconditional right to the consideration. The balance of accounts receivable, net was $4,907 and $2,954 as of March 31, 2021 and December 31, 2020, respectively, comprised primarily of credit card receivables due from the credit card processor. 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 Deferred costs related to obtaining contracts with restaurants were $2,734 and $2,424 as of March 31, 2021 and December 31, 2020, respectively, out of which $659 and $567, respectively, was classified as current. Amortization of expense for the costs to obtain a contract were $149 and $53 for the three months ended March 31, 2021 and 2020, 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 setup and integration activities meet the capitalization criteria under ASC Topic 340-40, Other Assets and Deferred Costs Deferred costs related to fulfilling contracts with restaurants were $893 and $742 as of March 31, 2021 and December 31, 2020, respectively, out of which $209 and $170, respectively, was classified as current. Amortization of expense for the costs to fulfill a contract were $45 and $15 for the three months ended March 31, 2021 and 2020, respectively. |
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. Throughout fiscal year 2020, the Company qualified as an “emerging growth company” pursuant to the provisions of the JOBS Act. As an emerging growth company, the Company elected to use the extended transition period for complying with certain new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Effective January 1, 2021, the Company is no longer an emerging growth company. Recently Adopted Accounting Standards Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) The Company determines if an arrangement is a lease at inception of a contract. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company elected the optional practical expedient package, which includes retaining the current classification of leases, and is utilizing the practical expedient which allows the use of hindsight in determining the lease term and in assessing impairment of its operating lease right-of-use assets. Additionally, the Company has elected to treat lease and non-lease components as a single lease component for all assets. The Company has elected to apply the short-term scope exception for leases with original terms of twelve months or less, and accordingly, recognizes the lease payments for such leases in the statement of operations on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred. Under ASU 2016-02, the Company recorded in the unaudited condensed consolidated balance sheet as of January 1, 2021, lease liabilities for operating leases entered into prior to December 31, 2020 of $4,993, representing the present value of its future operating lease payments, and corresponding right-of-use assets of $4,681, based upon the operating lease liabilities adjusted for deferred rent. As most of the Company’s leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date, which is estimated to be 5.0 % . The adoption of ASU 2016-02 did not result in a cumulative-effect adjustment on retained earnings. See Note 10 – Commitments and Contingencies for additional details. Other In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception Distinguishing Liabilities from Equity, In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, ASU 2016-13 was effective for and adopted by the Company on January 1, 2021. The adoption of ASU 2016-13 did not have a material impact on the Company’s disclosures or consolidated financial statements Pending Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) |
Business Combinations | The Delivery Dudes Acquisition was considered a business combination in accordance with ASC 805, and was accounted for using the acquisition method. Under the acquisition method of accounting, acquired assets and assumed liabilities are recorded based on their respective fair values on the acquisition date, with the excess of the consideration transferred in the acquisition over the fair value of the assets and liabilities acquired recorded as goodwill. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Revenue | The Company generates revenue (“Transaction Fees”) primarily when diners place an order on one of the Platforms. In the case of diner subscription fees for our unlimited delivery subscription program, revenue is recognized for the receipt of the monthly fee in the applicable month for which the delivery service applies to. Revenue consists of the following for the periods indicated (in thousands): Three Months Ended March 31, 2021 2020 Transaction Fees $ 50,476 $ 43,811 Setup and integration fees 7 378 Other 447 54 Total Revenue $ 50,930 $ 44,243 |
Business Combinations (Tables)
Business Combinations (Tables) - Delivery Dudes | 3 Months Ended |
Mar. 31, 2021 | |
Business Acquisition [Line Items] | |
Schedule of Preliminary Estimated Purchase Consideration | The following represents the preliminary estimated purchase consideration: (in thousands, except per share amount) Shares transferred at closing 3,562 Value per share $ 3.23 Total share consideration 11,500 Plus: cash transferred to Delivery Dudes members 10,927 Plus: net working capital deficit assumed 573 Total estimated consideration $ 23,000 |
Schedule of Preliminary Estimated Fair Value of Assets Acquired and Liabilities Assumed | The Delivery Dudes Acquisition was considered a business combination in accordance with ASC 805, and was accounted for using the acquisition method. Under the acquisition method of accounting, acquired assets and assumed liabilities are recorded based on their respective fair values on the acquisition date, with the excess of the consideration transferred in the acquisition over the fair value of the assets and liabilities acquired recorded as goodwill. The preliminary estimated fair value of assets acquired and liabilities assumed consists of the following (in thousands): Cash and cash equivalents $ 573 Accounts receivable 330 Prepaid expenses and other current assets 130 Intangible assets 7,700 Other noncurrent assets 33 Accrued expenses and other current liabilities (1,035 ) Other noncurrent liabilities (29 ) Total assets acquired, net of liabilities assumed 7,702 Goodwill 15,298 Total estimated consideration $ 23,000 |
Summary of Components of Identifiable Intangible Assets Acquired and Estimated Useful Lives as of Acquisition Date | The following table sets forth the components of estimated identifiable intangible assets acquired from Delivery Dudes (in thousands) and their estimated useful lives as of the acquisition date: Amortizable Life (in years) Value Customer relationships 7.5 $ 4,700 Franchise relationships 1.0 250 Trade name 3.0 800 Developed technology 2.0 1,900 In-process research and development 2.0 50 Total $ 7,700 |
Summary of Supplemental Condensed Consolidated Results of Company on an Unaudited Pro Forma Basis | The supplemental condensed consolidated results of the Company on an unaudited pro forma basis as if the Delivery Dudes Acquisitions had been consummated on January 1, 2020 are as follows (in thousands): Three Months Ended March 31, 2021 2020 Net revenue $ 53,406 $ 46,450 Net income (loss) $ 652 $ (1,993 ) |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consist of the following (in thousands): March 31, December 31, 2021 2020 Credit card receivables $ 4,807 $ 3,013 Receivables from restaurants and customers 592 334 Accounts receivable $ 5,399 $ 3,347 Less: allowance for doubtful accounts and chargebacks (492 ) (393 ) Accounts receivable, net $ 4,907 $ 2,954 |
Intangibles Assets and Goodwi_2
Intangibles Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets are stated at cost or acquisition-date fair value less accumulated amortization and consist of the following (in thousands): As of March 31, 2021 Gross Carrying Amount Accumulated Amortization Accumulated Impairment Intangible Assets, Net Software $ 28,876 $ (6,744 ) $ (11,825 ) $ 10,307 Trademarks/Trade name/Patents 6,205 (3,998 ) — 2,207 Customer Relationships 87,545 (11,396 ) (57,378 ) 18,771 Franchise Relationships 250 (21 ) — 229 Total $ 122,876 $ (22,159 ) $ (69,203 ) $ 31,514 As of December 31, 2020 Gross Carrying Amount Accumulated Amortization Accumulated Impairment Intangible Assets, Net Software $ 25,204 $ (6,099 ) $ (11,825 ) $ 7,280 Trademarks/Trade name/Patents 5,405 (3,526 ) — 1,879 Customer Relationships 82,845 (10,702 ) (57,378 ) 14,765 Franchise Relationships — — — — Total $ 113,454 $ (20,327 ) $ (69,203 ) $ 23,924 |
Schedule of Estimated Future Amortization Expense of Intangible Assets | Estimated future amortization expense of intangible assets is as follows (in thousands): Amortization The remainder of 2021 $ 7,582 2022 8,264 2023 5,641 2024 3,743 2025 3,332 Thereafter 2,947 Total future amortization $ 31,509 |
Schedule of Change in Goodwill | The change in the Company’s goodwill balance is as follows for the three months ended March 31, 2021 and the year ended December 31, 2020 (in thousands): March 31, December 31, 2021 2020 Balance, beginning of period $ 106,734 $ 106,734 Acquisitions during the period 15,298 — Impairments during the period — — Balance, end of period $ 122,032 $ 106,734 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consist of the following (in thousands): March 31, December 31, 2021 2020 Accrued insurance expenses $ 4,062 $ 3,392 Accrued estimated workers' compensation expenses 1,397 1,725 Accrued medical contingency 456 448 Accrued sales tax payable 623 418 Accrued legal contingency 4,000 — Other accrued expenses 8,883 4,061 Unclaimed property 1,789 1,679 Other current liabilities 3,764 2,058 Total other current liabilities $ 24,974 $ 13,781 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt Obligations | The Company’s outstanding debt obligations are as follows (in thousands): Coupon Rate Range in 2020 Effective March 31, December 31, through 1Q21 Interest Rate Maturity 2021 2020 Term Loan 5.125% - 7.125% 10.62% November 2023 $ 35,007 $ 49,479 Notes 4.0% - 6.0% 6.49% November 2023 49,504 49,504 $ 84,511 $ 98,983 Less: unamortized debt issuance costs on Term Loan (3,069 ) (3,541 ) Less: unamortized debt issuance costs on Notes (934 ) (1,224 ) Long term debt - related party $ 80,508 $ 94,218 Short-term loans for insurance financing 3.49% - 3.99% n/a August 2021 1,143 2,726 Total outstanding debt $ 81,651 $ 96,944 |
Correction of Prior Period Er_2
Correction of Prior Period Error (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes And Error Corrections [Abstract] | |
Summary of Revised Annual Financial Statements | Line items affected by the revision are included in the tables below. Revised Consolidated Cash Flow Statement (unaudited) (in thousands) Three Months Ended March 31, 2020 As Reported Adjustment As Revised Cash flows from operating activities: Changes in liabilities: Accrued medical contingency $ — $ (69 ) $ (69 ) Accrued workers' compensation liability (69 ) 71 2 Other current liabilities (155 ) (2 ) (157 ) Net cash provided by operating activities 7,027 — 7,027 Revised Consolidated Balance Sheet (unaudited) (in thousands) March 31, 2020 As Reported Adjustment As Revised Other current liabilities $ 12,125 $ 661 $ 12,786 Total current liabilities 31,368 661 32,029 Accrued medical contingency - long term — 17,134 17,134 Accrued workers' compensation liability - long term 394 (290 ) 104 Total liabilities 157,795 17,505 175,300 Accumulated deficit (364,339 ) (17,505 ) (381,844 ) Total stockholders' equity 27,673 (17,505 ) 10,168 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Supplemental Cash Flow Information and Weighted-average Lease Term and Discount Rate for Operating Leases | The following table presents supplemental cash flow information and the weighted-average lease term and discount rate for the Company’s operating leases for the three months ended March 31, 2021: Three Months Ended March 31, 2021 Cash paid for operating lease liabilities (in thousands) $ 389 Weighted-average remaining lease term (years) 3.8 Weighted-average discount rate 5.0 % |
Summary of Future Minimum Lease Payments | As of March 31, 2021, the future minimum lease payments required under non-cancelable operating leases were as follows (in thousands): Amount The remainder of 2021 $ 1,323 2022 1,567 2023 993 2024 816 2025 803 Thereafter 535 Total future lease payments $ 6,037 Less: imputed interest (634 ) Present value of operating lease liabilities $ 5,403 |
Stock-Based Awards and Cash-B_2
Stock-Based Awards and Cash-Based Awards (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Assumptions Using Option-pricing Model for Grant Date Fair Value | The fair value of each stock option grant during the three months ended March 31, 2021 and 2020 was estimated as of the grant date using an option-pricing model with the assumptions included in the table below. Expected volatility for stock options is estimated based on a combination of the historical volatility of the Company’s stock price and the historical and implied volatility of comparable publicly traded companies. 2021 2020 Weighted-average fair value at grant $ 2.19 $ 0.24 Risk free interest rate 0.46% 1.54% Expected volatility 131.4% 100.6% Expected option life (years) 3.59 3.25 |
Schedule of Stock Option Activity under Incentive Plans | The stock option activity under the Company’s incentive plans during the three months ended March 31, 2021 and 2020 is as follows: Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 Number of Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value Number of Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value Balance, beginning of period 9,753,257 $ 0.43 $ 0.33 445,721 $ 3.66 $ 5.04 Granted 500,000 2.78 2.19 9,572,397 0.37 0.24 Exercised (6,779 ) 0.88 4.73 (24,309 ) 0.34 1.91 Forfeited (13,995 ) 4.58 4.38 (62,608 ) 3.38 5.68 Expired (6,536 ) 4.83 3.26 (37,409 ) 1.12 5.09 Balance, end of period 10,225,947 $ 0.54 $ 0.41 9,893,792 $ 0.50 $ 0.40 |
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 March 31, 2021 and December 31, 2020: As of March 31, 2021 As of December 31, 2020 Options Fully Vested and Expected to Vest Options Exercisable Options Fully Vested and Expected to Vest Options Exercisable Number of Options 10,225,947 4,914,911 9,753,257 132,846 Weighted-average remaining contractual term (years) 3.88 3.84 4.07 6.82 Weighted-average exercise price $ 0.54 $ 0.45 $ 0.43 $ 3.20 Aggregate Intrinsic Value (in thousands) $ 24,788 $ 12,440 $ 23,285 $ 178 |
Schedule of Restricted Stock Award Activity under Incentive Plans | The activity for restricted stock with time-based vesting under the Company’s incentive plans is as follows for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 Number of Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (years) Number of Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (years) Nonvested, beginning of period 4,558,603 $ 2.23 1.71 3,182,639 $ 1.42 2.16 Granted 195,000 3.66 562,207 0.39 Shares vested (749,870 ) 0.97 (17,344 ) 11.53 Forfeitures (126,084 ) 1.05 (679,287 ) 0.52 Nonvested, end of period 3,877,649 $ 2.58 1.77 3,048,215 $ 1.38 2.06 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Liabilities Measured at Fair Value on Recurring Basis | The following table presents the Company’s liabilities measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 (in thousands): As of March 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Accrued medical contingency $ — $ — $ 17,300 $ 17,300 As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Accrued medical contingency $ — $ — $ 17,435 $ 17,435 |
Schedule of Reconciliation of Liabilities Classified as Level 3 Financial Instruments | The following table presents a reconciliation of liabilities classified as Level 3 financial instruments for the periods indicated (in thousands): Three Months Ended March 31, 2021 2020 Balance, beginning of the period $ 17,435 $ 17,883 Increases/additions 43 — Reductions/settlements (178 ) (71 ) Balance, end of the period $ 17,300 $ 17,812 |
Loss Per Share Attributable t_2
Loss Per Share Attributable to Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Loss Per Share Attributable to Common Stockholders | The calculation of basic and diluted loss per share attributable to common stockholders for the three months ended March 31, 2021 and 2020 is as follows (in thousands, except share and per share data): Three Months Ended March 31, 2021 2020 Basic and diluted loss per share: Net loss attributable to common stockholders - basic and diluted $ (3,712 ) $ (2,102 ) Weighted average number of shares outstanding 112,334,094 76,884,717 Basic and diluted loss per common share $ (0.03 ) $ (0.03 ) |
Schedule of Securities Outstanding Excluded From Fully Diluted Calculations | Additionally, the following table includes securities outstanding at the end of the respective periods, which have been excluded from the fully diluted calculations because the effect on net loss per common share would have been antidilutive: Three Months Ended March 31, 2021 2020 Antidilutive shares underlying stock-based awards: Stock options 10,225,947 9,893,792 Restricted stock units 7,036,974 3,048,215 Warrants (1) 478,458 399,726 (1) Includes the Debt Warrants as of March 31, 2021 and 2020. See Note 12 – Stockholders’ Equity for additional details. |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | $ 50,930 | $ 44,243 |
Transaction Fees | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | 50,476 | 43,811 |
Setup and Integration Fees | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | 7 | 378 |
Other Revenue | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | $ 447 | $ 54 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Accounting Polices [Line Items] | |||
Accounts receivable, net | $ 4,907 | $ 2,954 | |
Capitalized sales incentives amortization period | 5 years | ||
Deferred costs | $ 2,734 | 2,424 | |
Deferred costs, current | 659 | 567 | |
Amortization expense | 149 | $ 53 | |
Operating lease payments | 389 | ||
Operating lease right-of-use assets | $ 5,064 | ||
ASC Topic 340-40, Other Assets and Deferred Costs | |||
Accounting Polices [Line Items] | |||
Capitalized sales incentives amortization period | 5 years | ||
Deferred costs | $ 893 | 742 | |
Deferred costs, current | 209 | 170 | |
Amortization expense | $ 45 | $ 15 | |
ASU 2016-02 | |||
Accounting Polices [Line Items] | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | ||
Operating lease payments | 4,993 | ||
Operating lease right-of-use assets | $ 4,681 | ||
Incremental borrowing rate | 5.00% | ||
ASU 2019-12 | |||
Accounting Polices [Line Items] | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
ASU 2017-11 | |||
Accounting Polices [Line Items] | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
ASU 2016-13 | |||
Accounting Polices [Line Items] | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | ||
Change in accounting principle, accounting standards update, immaterial effect | true |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 11, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Business Acquisition [Line Items] | |||
Business combination, share issued | 3,562 | ||
Share consideration value | $ 3.23 | ||
Net loss | $ (3,712) | $ (2,102) | |
Delivery Dudes | |||
Business Acquisition [Line Items] | |||
Acquisition date | Mar. 11, 2021 | ||
Business combination, cash consideration | $ 11,500 | ||
Period of average volume weighted average price of common stock for consecutive trading days | 5 days | ||
Share consideration value | $ 3.23 | ||
Revenue | 831 | ||
Net loss | 21 | ||
Delivery Dudes | General and Administrative | |||
Business Acquisition [Line Items] | |||
Business acquisition, direct and incremental costs | $ 606 | ||
Delivery Dudes | Common Stock | |||
Business Acquisition [Line Items] | |||
Business combination, share issued | 3,562,577 |
Business Combinations - Prelimi
Business Combinations - Preliminary Estimated Purchase Consideration (Details) $ / shares in Units, $ in Thousands | Mar. 11, 2021USD ($)$ / sharesshares |
Business Combinations [Abstract] | |
Shares transferred at closing | shares | 3,562 |
Value per share | $ / shares | $ 3.23 |
Total share consideration | $ 11,500 |
Plus: cash transferred to Delivery Dudes members | 10,927 |
Plus: net working capital deficit assumed | 573 |
Total estimated consideration | $ 23,000 |
Business Combinations - Schedul
Business Combinations - Schedule of Preliminary Estimated Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 11, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 573 | |||
Intangible assets | 7,700 | |||
Goodwill | $ 122,032 | $ 106,734 | $ 106,734 | |
Total estimated consideration | 23,000 | |||
Delivery Dudes | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 573 | |||
Accounts receivable | 330 | |||
Prepaid expenses and other current assets | 130 | |||
Intangible assets | 7,700 | |||
Other noncurrent assets | 33 | |||
Accrued expenses and other current liabilities | (1,035) | |||
Other noncurrent liabilities | 29 | |||
Total assets acquired, net of liabilities assumed | 7,702 | |||
Goodwill | 15,298 | |||
Total estimated consideration | $ 23,000 |
Business Combinations - Summary
Business Combinations - Summary of Components of Identifiable Intangible Assets Acquired and Estimated Useful Lives as of Acquisition Date (Details) $ in Thousands | Mar. 11, 2021USD ($) |
Business Acquisition [Line Items] | |
Identifiable intangible assets | $ 7,700 |
Customer Relationships | |
Business Acquisition [Line Items] | |
Identifiable intangible assets, Amortizable Life (in years) | 7 years 6 months |
Identifiable intangible assets | $ 4,700 |
Franchise Relationships | |
Business Acquisition [Line Items] | |
Identifiable intangible assets, Amortizable Life (in years) | 1 year |
Identifiable intangible assets | $ 250 |
Trade Name | |
Business Acquisition [Line Items] | |
Identifiable intangible assets, Amortizable Life (in years) | 3 years |
Identifiable intangible assets | $ 800 |
In-process Research and Development | |
Business Acquisition [Line Items] | |
Identifiable intangible assets, Amortizable Life (in years) | 2 years |
Identifiable intangible assets | $ 50 |
Developed Technology | |
Business Acquisition [Line Items] | |
Identifiable intangible assets, Amortizable Life (in years) | 2 years |
Identifiable intangible assets | $ 1,900 |
Business Combinations - Summa_2
Business Combinations - Summary of Supplemental Condensed Consolidated Results of Company on an Unaudited Pro Forma Basis (Details) - Delivery Dudes - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Business Acquisition [Line Items] | ||
Net revenue | $ 53,406 | $ 46,450 |
Net income (loss) | $ 652 | $ (1,993) |
Accounts Receivable, Net - Sche
Accounts Receivable, Net - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Credit card receivables | $ 4,807 | $ 3,013 |
Receivables from restaurants and customers | 592 | 334 |
Accounts receivable | 5,399 | 3,347 |
Less: allowance for doubtful accounts and chargebacks | (492) | (393) |
Accounts receivable, net | $ 4,907 | $ 2,954 |
Intangibles Assets and Goodwi_3
Intangibles Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (22,159) | $ (20,327) |
Accumulated Impairment | (69,203) | (69,203) |
Intangible Assets, Net | 31,509 | |
Gross Carrying Amount | 122,876 | 113,454 |
Intangible Assets, Net | 31,514 | 23,924 |
Software | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 28,876 | 25,204 |
Accumulated Amortization | (6,744) | (6,099) |
Accumulated Impairment | (11,825) | (11,825) |
Intangible Assets, Net | 10,307 | 7,280 |
Trademarks/Trade name/Patents | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,205 | 5,405 |
Accumulated Amortization | (3,998) | (3,526) |
Intangible Assets, Net | 2,207 | 1,879 |
Customer Relationships | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 87,545 | 82,845 |
Accumulated Amortization | (11,396) | (10,702) |
Accumulated Impairment | (57,378) | (57,378) |
Intangible Assets, Net | 18,771 | $ 14,765 |
Franchise Relationships | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 250 | |
Accumulated Amortization | (21) | |
Intangible Assets, Net | $ 229 |
Intangibles Assets and Goodwi_4
Intangibles Assets and Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible Assets [Line Items] | ||||
Capitalized computer software costs | $ 1,722 | |||
Amortization expense | 1,832 | $ 1,540 | ||
Goodwill | 122,032 | $ 106,734 | $ 106,734 | |
Delivery Dudes Acquisition | ||||
Intangible Assets [Line Items] | ||||
Goodwill | $ 15,298 | |||
Capitalized Software Costs | ||||
Intangible Assets [Line Items] | ||||
Identifiable intangible assets, Amortizable Life (in years) | 3 years |
Intangibles Assets and Goodwi_5
Intangibles Assets and Goodwill - Schedule of Estimated Future Amortization Expense of Intangible Assets (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
The remainder of 2021 | $ 7,582 |
2022 | 8,264 |
2023 | 5,641 |
2024 | 3,743 |
2025 | 3,332 |
Thereafter | 2,947 |
Intangible Assets, Net | $ 31,509 |
Intangibles Assets and Goodwi_6
Intangibles Assets and Goodwill - Schedule of Change in Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Beginning balance | $ 106,734 | $ 106,734 |
Acquisitions during the period | 15,298 | 0 |
Ending balance | $ 122,032 | $ 106,734 |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Other Liabilities Disclosure [Abstract] | |||
Accrued insurance expenses | $ 4,062 | $ 3,392 | |
Accrued estimated workers' compensation expenses | 1,397 | 1,725 | |
Accrued medical contingency | 456 | 448 | |
Accrued sales tax payable | 623 | 418 | |
Accrued legal contingency | 4,000 | ||
Other accrued expenses | 8,883 | 4,061 | |
Unclaimed property | 1,789 | 1,679 | |
Other current liabilities | 3,764 | 2,058 | |
Total other current liabilities | $ 24,974 | $ 13,781 | $ 12,786 |
Debt - Schedule of Debt Obligat
Debt - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | |
Debt Instrument [Line Items] | |||
Maturity | 2021-08 | ||
Long-term debt, gross | $ 84,511 | $ 98,983 | |
Long term debt - related party | 80,508 | 94,218 | |
Short-term loans for insurance financing | 1,143 | $ 2,726 | 2,726 |
Total outstanding debt | $ 81,651 | 96,944 | |
Minimum | |||
Debt Instrument [Line Items] | |||
Coupon Rate Range in 2020 | 3.49% | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Coupon Rate Range in 2020 | 3.99% | ||
Term Loan | |||
Debt Instrument [Line Items] | |||
Effective Interest Rate | 10.62% | ||
Maturity | 2023-11 | ||
Long-term debt, gross | $ 35,007 | 49,479 | |
Less: unamortized debt issuance costs | $ (3,069) | (3,541) | |
Term Loan | Minimum | |||
Debt Instrument [Line Items] | |||
Coupon Rate Range in 2020 | 5.125% | ||
Term Loan | Maximum | |||
Debt Instrument [Line Items] | |||
Coupon Rate Range in 2020 | 7.125% | ||
Notes | |||
Debt Instrument [Line Items] | |||
Effective Interest Rate | 6.49% | ||
Maturity | 2023-11 | ||
Long-term debt, gross | $ 49,504 | 49,504 | |
Less: unamortized debt issuance costs | $ (934) | $ (1,224) | |
Notes | Minimum | |||
Debt Instrument [Line Items] | |||
Coupon Rate Range in 2020 | 4.00% | ||
Notes | Maximum | |||
Debt Instrument [Line Items] | |||
Coupon Rate Range in 2020 | 6.00% |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 16, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | May 21, 2019 | Nov. 30, 2018 |
Debt Instrument [Line Items] | |||||
Interest expense, related outstanding debt | $ 1,901 | $ 2,914 | |||
Debt instrument, payment | $ 14,472 | $ 0 | |||
Warrants exercisable for number of shares of common stock | 478,458 | 478,458 | |||
Warrants issued to purchase common stock per share | $ 10.45 | $ 10.45 | |||
Debt conversion, description | Interest on the Notes is payable quarterly, in cash or, at the Company’s election, up to one-half of the dollar amount of an interest payment due can be paid-in-kind. Interest paid-in-kind is added to the aggregate principal balance. The Notes include customary anti-dilution protection, including broad-based weighted average adjustments for issuances of additional shares (down-round features). | ||||
Amended Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, payment | $ 15,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 24 | $ 17 |
Employer payroll tax deferrals under CARES Act | $ 1,334 | |
Percentage of employer payroll tax deferrals, payable in 2021 | 50.00% | |
Percentage of employer payroll tax deferrals, payable in 2022 | 50.00% |
Correction of Prior Period Er_3
Correction of Prior Period Error - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||
Additional expense | $ 4,264 | $ (37) | |||
Reduction in retained earnings | (367,618) | (381,844) | $ (363,906) | ||
Reduction in stockholders' equity | $ 97,236 | 10,168 | $ 88,096 | $ 5,403 | |
Adjustment | |||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||
Additional expense | $ 17,505 | ||||
Understatement of accrued liability | $ 17,505 | ||||
Reduction in retained earnings | (17,505) | (17,505) | |||
Reduction in stockholders' equity | $ (17,505) | $ (17,505) |
Correction of Prior Period Er_4
Correction of Prior Period Error - Summary of Revised Consolidated Cash Flow Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Changes in liabilities: | ||
Accrued medical contingency | $ (143) | $ (69) |
Accrued workers’ compensation liability | 0 | 2 |
Other current liabilities | 7,911 | (157) |
Net cash provided by operating activities | $ 12,809 | 7,027 |
As Reported | ||
Changes in liabilities: | ||
Accrued workers’ compensation liability | (69) | |
Other current liabilities | (155) | |
Net cash provided by operating activities | 7,027 | |
Adjustment | ||
Changes in liabilities: | ||
Accrued medical contingency | (69) | |
Accrued workers’ compensation liability | 71 | |
Other current liabilities | $ (2) |
Correction of Prior Period Er_5
Correction of Prior Period Error - Summary of Revised Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Other current liabilities | $ 24,974 | $ 13,781 | $ 12,786 | |
Total current liabilities | 45,460 | 30,304 | 32,029 | |
Accrued medical contingency - long term | 16,844 | 16,987 | 17,134 | |
Accrued workers' compensation liability - long term | 104 | |||
Total liabilities | 148,437 | 144,136 | 175,300 | |
Accumulated deficit | (367,618) | (363,906) | (381,844) | |
Total stockholders' equity | $ 97,236 | $ 88,096 | 10,168 | $ 5,403 |
As Reported | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Other current liabilities | 12,125 | |||
Total current liabilities | 31,368 | |||
Accrued workers' compensation liability - long term | 394 | |||
Total liabilities | 157,795 | |||
Accumulated deficit | (364,339) | |||
Total stockholders' equity | 27,673 | |||
Adjustment | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Other current liabilities | 661 | |||
Total current liabilities | 661 | |||
Accrued medical contingency - long term | 17,134 | |||
Accrued workers' compensation liability - long term | (290) | |||
Total liabilities | 17,505 | |||
Accumulated deficit | (17,505) | (17,505) | ||
Total stockholders' equity | $ (17,505) | $ (17,505) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021USD ($)Partner | Dec. 31, 2020USD ($) | Mar. 31, 2020USD ($) | |
Loss Contingencies [Line Items] | |||
Operating lease expiration period | 2026-08 | ||
Operating lease right-of-use assets | $ 5,064 | ||
Operating lease liabilities | 1,518 | ||
Operating lease liabilities | 3,885 | ||
Operating lease costs | 401 | ||
Long-term portion of estimated medical contingency claim | 16,844 | $ 16,987 | $ 17,134 |
Current portion of accrued medical contingency | 456 | 448 | |
Outstanding workers compensation and auto policy claims | $ 4,569 | 4,697 | |
Number of restaurant partner | Partner | 10,000 | ||
Other Current Liabilities | |||
Loss Contingencies [Line Items] | |||
Current portion of accrued medical contingency | $ 456 | $ 448 | |
Accrued, legal contingency | $ 4,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Supplemental Cash Flow Information Weighted-average Lease Term and Discount Rate for Operating Leases (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Commitments And Contingencies Disclosure [Abstract] | |
Cash paid for operating lease liabilities (in thousands) | $ 389 |
Weighted-average remaining lease term (years) | 3 years 9 months 18 days |
Weighted-average discount rate | 5.00% |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Future Minimum Lease Payments (Detail) $ in Thousands | Mar. 31, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
The remainder of 2021 | $ 1,323 |
2022 | 1,567 |
2023 | 993 |
2024 | 816 |
2025 | 803 |
Thereafter | 535 |
Total future lease payments | 6,037 |
Less: imputed interest | (634) |
Present value of operating lease liabilities | $ 5,403 |
Stock-Based Awards and Cash-B_3
Stock-Based Awards and Cash-Based Awards - Additional Information (Details) - USD ($) | Apr. 23, 2020 | Jan. 03, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Payment Arrangement, Option | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Compensation expense | $ 334,000 | $ 373,000 | ||||
Aggregate intrinsic value of awards exercised | 15,000 | 12,000 | ||||
Amended 2014 Stock Plan and 2018 Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Compensation expense | $ 2,078,000 | $ 848,000 | ||||
2018 Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock, reserved for issuance | 11,642,846 | |||||
Grants under plan | 500,000 | 9,572,397 | ||||
Exercise price of options | $ 0.54 | $ 0.50 | $ 0.43 | $ 3.66 | ||
2018 Incentive Plan | Share-based Payment Arrangement, Option | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Grants under plan | 500,000 | |||||
Grants under plan aggregate grant date fair value | $ 1,095,000 | |||||
Exercise price of options | $ 2.78 | |||||
Vesting right | the options will vest in twelve quarterly installments during the period from October 1, 2021 through July 1, 2024. | |||||
Exercise term | 5 years | |||||
Unrecognized compensation cost related to unvested stock options | $ 2,086,000 | |||||
Weighted average remaining vesting period | 1 year 1 month 6 days | |||||
2018 Incentive Plan | RSUs and RSAs | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares outstanding | 3,877,649 | 3,048,215 | 4,558,603 | 3,182,639 | ||
Shares granted | 195,000 | 562,207 | ||||
2018 Incentive Plan | Grimstad Option | Performance Bonus Agreement | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Minimum consideration common stock payable, per share | $ 2 | |||||
Bonus payable, amount | $ 5,000,000 | |||||
2018 Incentive Plan | Grimstad Option | Share-based Payment Arrangement, Option | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Grants under plan | 9,572,397 | |||||
Grants under plan aggregate grant date fair value | $ 2,297,000 | |||||
Exercise price of options | $ 0.37 | |||||
Vesting right | the options vest 50% on each of the first two anniversaries of the grant date. | |||||
Exercise term | 5 years | |||||
Vesting percentage | 50.00% | |||||
Vesting period | 2 years | |||||
2018 Incentive Plan | Grimstad Option | Grimstad RSU Grant | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Compensation expense | $ 0 | |||||
Shares outstanding | 3,159,325 | |||||
Shares granted | 3,134,325 | |||||
Aggregate grant date fair value | $ 3,542,000 | |||||
2018 Incentive Plan and Amended 2018 Plan | Time-based RSUs | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Shares granted | 195,000 | |||||
Aggregate grant date fair value | $ 714,000 | |||||
2018 Incentive Plan and Amended 2018 Plan | RSUs and RSAs | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Compensation expense | 1,744,000 | $ 475,000 | ||||
2018 Incentive Plan and Amended 2018 Plan | Restricted Stock Units (RSUs) | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unrecognized compensation cost related to unvested stock options | $ 5,705,000 | |||||
Weighted average remaining vesting period | 1 year 9 months 7 days | |||||
Fair value of restricted shares vested | $ 2,493,000 | $ 6,000 |
Stock-Based Awards and Cash-B_4
Stock-Based Awards and Cash-Based Awards - Schedule of Assumptions Using Option-pricing Model for Grant Date Fair Value (Details) - Share-based Payment Arrangement, Option - Grimstad Option - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted-average fair value at grant | $ 2.19 | $ 0.24 |
Risk free interest rate | 0.46% | 1.54% |
Expected volatility | 131.40% | 100.60% |
Expected option life (years) | 3 years 7 months 2 days | 3 years 3 months |
Stock-Based Awards and Cash-B_5
Stock-Based Awards and Cash-Based Awards - Schedule of Stock Option Activity under Incentive Plans (Details) - 2018 Incentive Plan - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Beginning balance | 9,753,257 | 445,721 |
Number of Shares, Granted | 500,000 | 9,572,397 |
Number of Shares, Exercised | (6,779) | (24,309) |
Number of Shares, Forfeited | (13,995) | (62,608) |
Number of Shares, Expired | (6,536) | (37,409) |
Number of Shares, Ending balance | 10,225,947 | 9,893,792 |
Weighted Average Exercise Price, Beginning balance | $ 0.43 | $ 3.66 |
Weighted Average Exercise Price, Granted | 2.78 | 0.37 |
Weighted Average Exercise Price, Exercised | 0.88 | 0.34 |
Weighted Average Exercise Price, Forfeited | 4.58 | 3.38 |
Weighted Average Exercise Price, Expired | 4.83 | 1.12 |
Weighted Average Exercise Price, Ending balance | 0.54 | 0.50 |
Weighted Average Grant Date Fair Value, Beginning balance | 0.33 | 5.04 |
Weighted Average Grant Date Fair Value, Granted | 2.19 | 0.24 |
Weighted Average Grant Date Fair Value, Exercised | 4.73 | 1.91 |
Weighted Average Grant Date Fair Value, Forfeited | 4.38 | 5.68 |
Weighted Average Grant Date Fair Value, Expired | 3.26 | 5.09 |
Weighted Average Grant Date Fair Value, Ending balance | $ 0.41 | $ 0.40 |
Stock-Based Awards and Cash-B_6
Stock-Based Awards and Cash-Based Awards - Schedule of Outstanding Stock Options Fully Vested and Expected to Vest and Exercisable (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Options Fully Vested and Expected to Vest, Number of Options | 10,225,947 | 9,753,257 |
Options Fully Vested and Expected to Vest, Weighted-average remaining contractual term (years) | 3 years 10 months 17 days | 4 years 25 days |
Options Fully Vested and Expected to Vest, Weighted-average exercise price | $ 0.54 | $ 0.43 |
Options Fully Vested and Expected to Vest, Aggregate Intrinsic Value (in thousands) | $ 24,788 | $ 23,285 |
Options Exercisable, Number of Options | 4,914,911 | 132,846 |
Options Exercisable, Weighted-average remaining contractual term (years) | 3 years 10 months 2 days | 6 years 9 months 25 days |
Options Exercisable, Weighted-average exercise price | $ 0.45 | $ 3.20 |
Options Exercisable, Aggregate Intrinsic Value (in thousands) | $ 12,440 | $ 178 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Restricted Stock Award Activity under Incentive Plans (Details) - RSUs and RSAs - 2018 Incentive Plan - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Shares, Nonvested, Beginning balance | 4,558,603 | 3,182,639 | 3,182,639 | |
Number of Shares, Granted | 195,000 | 562,207 | ||
Number of Shares, Vested | (749,870) | (17,344) | ||
Number of Shares, Forfeitures | (126,084) | (679,287) | ||
Number of Shares, Nonvested, Ending balance | 3,877,649 | 3,048,215 | 4,558,603 | 3,182,639 |
Weighted Average Grant Date Fair Value, Nonvested, Beginning balance | $ 2.23 | $ 1.42 | $ 1.42 | |
Weighted Average Grant Date Fair Value, Shares Granted | 3.66 | 0.39 | ||
Weighted Average Grant Date Fair Value, Shares Vested | 0.97 | 11.53 | ||
Weighted Average Grant Date Fair Value, Shares Forfeitures | 1.05 | 0.52 | ||
Weighted Average Grant Date Fair Value, Nonvested, Ending balance | $ 2.58 | $ 1.38 | $ 2.23 | $ 1.42 |
Weighted Average Remaining Contractual Term (years) | 1 year 9 months 7 days | 2 years 21 days | 1 year 8 months 15 days | 2 years 1 month 28 days |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | 3 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2020 | May 21, 2019 | Nov. 30, 2018 | |
Equity [Abstract] | ||||
Common stock, shares authorized | 249,000,000 | 249,000,000 | ||
Common stock, shares issued | 115,387,140 | 111,259,037 | ||
Common stock, shares outstanding | 115,387,140 | 111,259,037 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Number of votes per share | one vote per share | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Warrants exercisable for number of shares of common stock | 478,458 | 478,458 | ||
Warrants issued to purchase common stock per share | $ 10.45 | $ 10.45 | ||
Debt warrant expiration date | Nov. 15, 2022 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Average annual inflation rate | 3.50% | |
Fair value, transfer of assets from level 1 to level 2 | $ 0 | |
Fair value, transfer of assets from level 2 to level 1 | 0 | |
Fair value, transfer of liabilities from level 1 to level 2 | 0 | |
Fair value, transfer of liabilities from level 2 to level 1 | 0 | |
Fair value, transfer of assets into level 3 | 0 | |
Fair value, transfer of assets out of level 3 | 0 | |
Fair value, transfer of liabilities into level 3 | 0 | |
Fair value, transfer of liabilities out of level 3 | 0 | |
Fair Value, Measurements, Recurring | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Assets to be measured at fair value | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Liabilities | ||
Accrued medical contingency | $ 17,300 | $ 17,435 |
Level 3 | ||
Liabilities | ||
Accrued medical contingency | $ 17,300 | $ 17,435 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Reconciliation of Liabilities Classified as Level 3 Financial Instruments (Details) - Fair Value, Measurements, Recurring - Level 3 - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Fair Value Net Derivative Asset Liability Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Balance, beginning of the period | $ 17,435 | $ 17,883 |
Increases/additions | 43 | |
Reductions/settlements | (178) | (71) |
Balance, end of the period | $ 17,300 | $ 17,812 |
Loss Per Share Attributable t_3
Loss Per Share Attributable to Common Stockholders - Schedule of Calculation of Basic and Diluted Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Basic and diluted loss per share: | ||
Net loss attributable to common stockholders - basic and diluted | $ (3,712) | $ (2,102) |
Weighted average number of shares outstanding | 112,334,094 | 76,884,717 |
Basic and diluted loss per common share | $ (0.03) | $ (0.03) |
Loss Per Share Attributable t_4
Loss Per Share Attributable to Common Stockholders - Additional Information (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Conversion of notes into common stock | 4,737,237 | 4,923,661 |
Loss Per Share Attributable t_5
Loss Per Share Attributable to Common Stockholders - Schedule of Securities Outstanding Excluded From Fully Diluted Calculations (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Stock Options | ||
Stock Options, Restricted Stock Units and Warrants | 10,225,947 | 9,893,792 |
Restricted Stock Units | ||
Stock Options, Restricted Stock Units and Warrants | 7,036,974 | 3,048,215 |
Warrants | ||
Stock Options, Restricted Stock Units and Warrants | 478,458 | 399,726 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - 2018 Incentive Plan - USD ($) $ in Thousands | Apr. 23, 2021 | Mar. 31, 2021 |
Grimstad Option | Grimstad RSU Grant | ||
Subsequent Event [Line Items] | ||
Shares granted | 3,134,325 | |
Aggregate grant date fair value | $ 3,542 | |
Grimstad Option | Grimstad RSU Grant | Subsequent Events | ||
Subsequent Event [Line Items] | ||
Shares granted | 3,500,000 | |
Aggregate grant date fair value | $ 8,960 | |
Authorized payment of discretionary cash bonus | $ 1,000 | |
Bogdanov Option | Restricted Stock Units (RSUs) | Subsequent Events | ||
Subsequent Event [Line Items] | ||
Shares granted | 85,000 | |
Aggregate grant date fair value | $ 218 |