Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 01, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
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 | 126,617,190 | |
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 | Sep. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 43,502 | $ 84,706 |
Accounts receivable, net | 3,978 | 2,954 |
Capitalized contract costs, current | 1,091 | 737 |
Prepaid expenses and other current assets | 6,826 | 6,657 |
TOTAL CURRENT ASSETS | 55,397 | 95,054 |
Property and equipment, net | 4,362 | 3,503 |
Capitalized contract costs, noncurrent | 3,138 | 2,429 |
Goodwill | 130,592 | 106,734 |
Intangible assets, net | 40,616 | 23,924 |
Operating lease right-of-use assets | 4,743 | |
Other noncurrent assets | 1,106 | 588 |
TOTAL ASSETS | 239,954 | 232,232 |
CURRENT LIABILITIES | ||
Accounts payable | 6,084 | 4,382 |
Restaurant food liability | 3,398 | 4,301 |
Accrued payroll | 1,661 | 4,851 |
Short-term loans for insurance financing | 2,331 | 2,726 |
Income tax payable | 84 | 122 |
Operating lease liabilities | 1,654 | |
Other current liabilities | 19,093 | 13,922 |
TOTAL CURRENT LIABILITIES | 34,305 | 30,304 |
Long term debt - related party | 81,671 | 94,218 |
Accrued medical contingency | 53 | 16,987 |
Operating lease liabilities | 3,395 | |
Other noncurrent liabilities | 2,733 | 2,627 |
TOTAL LIABILITIES | 122,157 | 144,136 |
Commitments and contingent liabilities (Note 9) | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock, $0.0001 par value; 249,000,000 shares authorized and 126,616,410 and 111,259,037 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 13 | 11 |
Additional paid in capital | 478,793 | 451,991 |
Accumulated deficit | (361,009) | (363,906) |
TOTAL STOCKHOLDERS’ EQUITY | 117,797 | 88,096 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 239,954 | $ 232,232 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 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 | 126,616,410 | 111,259,037 |
Common stock, shares outstanding | 126,616,410 | 111,259,037 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
REVENUE | $ 43,448 | $ 52,734 | $ 143,545 | $ 157,483 |
COSTS AND EXPENSES: | ||||
Operations and support | 25,043 | 27,409 | 86,654 | 84,321 |
Sales and marketing | 4,965 | 3,288 | 13,481 | 8,854 |
Research and development | 1,310 | 820 | 3,163 | 3,457 |
General and administrative | 10,843 | 11,380 | 33,534 | 32,252 |
Depreciation and amortization | 3,070 | 2,103 | 8,952 | 6,242 |
Intangible and other asset impairments | 186 | 186 | 29 | |
Loss on disposal of assets | 11 | 4 | 170 | 15 |
TOTAL COSTS AND EXPENSES | 45,428 | 45,004 | 146,140 | 135,170 |
INCOME (LOSS) FROM OPERATIONS | (1,980) | 7,730 | (2,595) | 22,313 |
OTHER EXPENSES (INCOME) AND LOSSES (GAINS), NET | ||||
Interest expense | 1,751 | 2,117 | 5,333 | 7,521 |
Interest income | (14) | (95) | ||
Other (income) expense | (16,006) | 965 | (10,907) | 1,640 |
NET INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 12,275 | 4,662 | 2,979 | 13,247 |
Income tax expense | 25 | 18 | 82 | 52 |
NET INCOME FROM CONTINUING OPERATIONS | $ 12,250 | $ 4,644 | $ 2,897 | $ 13,195 |
INCOME PER SHARE: | ||||
Basic | $ 0.10 | $ 0.04 | $ 0.02 | $ 0.14 |
Diluted | $ 0.09 | $ 0.04 | $ 0.02 | $ 0.13 |
Weighted average shares used to compute net income per share: | ||||
Weighted average common shares outstanding – basic | 119,823,181 | 109,181,847 | 115,961,454 | 93,763,069 |
Weighted average common shares outstanding – diluted | 130,167,296 | 123,785,750 | 128,279,820 | 102,519,454 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 2,897 | $ 13,195 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Non-cash interest expense | 1,948 | 5,126 |
Stock-based compensation | 6,100 | 3,178 |
Loss on disposal of assets | 170 | 15 |
Depreciation and amortization | 8,952 | 6,242 |
Intangible and other asset impairments | 186 | 29 |
Amortization of capitalized contract costs | 686 | 327 |
Other non-cash income | 0 | (31) |
Other | (93) | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | 583 | (653) |
Capitalized contract costs | (1,749) | (2,219) |
Prepaid expenses and other current assets | 16 | 3,732 |
Other noncurrent assets | (311) | 0 |
Accounts payable | 373 | 591 |
Restaurant food liability | (903) | (876) |
Income tax payable | (38) | 1 |
Accrued payroll | (3,389) | (3,037) |
Accrued medical contingency | (16,933) | (363) |
Accrued workers’ compensation liability | 0 | (102) |
Other current liabilities | 1,032 | 3,650 |
Other noncurrent liabilities | (102) | 781 |
Net cash (used in) provided by operating activities | (575) | 29,586 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (717) | (968) |
Internally developed software | (6,432) | (2,387) |
Acquisitions, net of cash acquired | (25,435) | (339) |
Collections on notes receivable | 0 | 51 |
Proceeds from sale of property and equipment | 21 | 14 |
Net cash used in investing activities | (32,563) | (3,629) |
Cash flows from financing activities: | ||
Proceeds from issuance of stock | 7,900 | 47,574 |
Payments on long-term loan | (14,472) | (22,594) |
Borrowings under short-term loans for insurance financing | 5,209 | 1,906 |
Payments on short-term loans for insurance financing | (5,605) | (4,336) |
Payments on acquisition loans | (178) | 0 |
Proceeds from exercise of stock options | 12 | 40 |
Taxes paid related to net settlement on stock-based compensation | (932) | (728) |
Net cash (used in) provided by financing activities | (8,066) | 21,862 |
Net change in cash | (41,204) | 47,819 |
Cash, beginning of period | 84,706 | 29,317 |
Cash, end of period | 43,502 | 77,136 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for state income taxes | 0 | 64 |
Cash paid during the period for interest | 3,385 | 2,395 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Conversion of convertible notes to stock | 0 | 12,024 |
Stock issued as consideration in acquisition | 13,724 | 0 |
Noncash impact of operating lease assets upon adoption | 5,833 | 0 |
Noncash impact of operating lease liabilities upon adoption | $ 6,232 | $ 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 income | 13,195 | 13,195 | ||
Exercise of stock options and vesting of restricted stock units | 40 | 40 | ||
Exercise of stock options and vesting of restricted stock units (in shares) | 514,364 | |||
Taxes paid related to net settlement on stock-based compensation | (728) | (728) | ||
Stock-based compensation | 3,178 | 3,178 | ||
Stock issued for conversion of Notes | 12,026 | $ 1 | 12,025 | |
Stock issued for conversion of Notes (in shares) | 9,328,362 | |||
Issuance of common stock | 47,574 | $ 2 | 47,572 | |
Issuance of common stock (in shares) | 23,698,720 | |||
Balances at Sep. 30, 2020 | 80,688 | $ 11 | 447,224 | (366,547) |
Balance (Shares) at Sep. 30, 2020 | 110,120,621 | |||
Balances at Jun. 30, 2020 | 49,187 | $ 10 | 420,368 | (371,191) |
Balance (Shares) at Jun. 30, 2020 | 102,382,511 | |||
Net income | 4,644 | 4,644 | ||
Exercise of stock options and vesting of restricted stock units | 2 | 2 | ||
Exercise of stock options and vesting of restricted stock units (in shares) | 45,071 | |||
Stock-based compensation | 1,728 | 1,728 | ||
Stock issued for conversion of Notes | 137 | 137 | ||
Stock issued for conversion of Notes (in shares) | 105,384 | |||
Issuance of common stock | 24,990 | $ 1 | 24,989 | |
Issuance of common stock (in shares) | 7,587,655 | |||
Balances at Sep. 30, 2020 | 80,688 | $ 11 | 447,224 | (366,547) |
Balance (Shares) at Sep. 30, 2020 | 110,120,621 | |||
Balances at Dec. 31, 2020 | 88,096 | $ 11 | 451,991 | (363,906) |
Balance (Shares) at Dec. 31, 2020 | 111,259,037 | |||
Net income | 2,897 | 2,897 | ||
Exercise of stock options and vesting of restricted stock units | 12 | $ 1 | 11 | |
Exercise of stock options and vesting of restricted stock units (in shares) | 2,518,780 | |||
Taxes paid related to net settlement on stock-based compensation | (932) | (932) | ||
Stock-based compensation | 6,100 | 6,100 | ||
Equity issued for acquisition | 13,724 | 13,724 | ||
Equity issued for acquisitions (in shares) | 6,154,770 | |||
Issuance of common stock | 7,900 | $ 1 | 7,899 | |
Issuance of common stock (in shares) | 6,683,823 | |||
Balances at Sep. 30, 2021 | 117,797 | $ 13 | 478,793 | (361,009) |
Balance (Shares) at Sep. 30, 2021 | 126,616,410 | |||
Balances at Jun. 30, 2021 | 92,944 | $ 11 | 466,192 | (373,259) |
Balance (Shares) at Jun. 30, 2021 | 116,701,277 | |||
Net income | 12,250 | 12,250 | ||
Exercise of stock options and vesting of restricted stock units | 4 | $ 1 | 3 | |
Exercise of stock options and vesting of restricted stock units (in shares) | 667,207 | |||
Taxes paid related to net settlement on stock-based compensation | (115) | (115) | ||
Stock-based compensation | 1,635 | 1,635 | ||
Equity issued for acquisition | 3,179 | 3,179 | ||
Equity issued for acquisitions (in shares) | 2,564,103 | |||
Issuance of common stock | 7,900 | $ 1 | 7,899 | |
Issuance of common stock (in shares) | 6,683,823 | |||
Balances at Sep. 30, 2021 | $ 117,797 | $ 13 | $ 478,793 | $ (361,009) |
Balance (Shares) at Sep. 30, 2021 | 126,616,410 |
Organization
Organization | 9 Months Ended |
Sep. 30, 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, Bite Squad and Delivery Dudes mobile applications, collectively referred to as the “Platforms”. The Platforms allow consumers to browse local restaurants and menus, track order and delivery status, and securely store previous orders for ease of use and convenience. Restaurants benefit from the online Platforms through increased exposure to consumers for expanded business in the delivery market and carryout sales. Additionally, Waitr is engaged in the business of facilitating the entry into merchant agreements by and between merchants and payment processing solution providers, pursuant to the acquisition of the Cape Payment Companies (as defined below) on August 25, 2021 (see Note 3 Business Combinations |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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. 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 (as defined below); • income taxes; • useful lives of tangible and intangible assets; • equity compensation; • contingencies; • goodwill and other intangible assets, including the recoverability of intangible assets with finite lives and other long-lived assets; and • fair value of assets acquired, liabilities assumed and contingent consideration as part of a business combination. The Company regularly assesses these estimates and records changes to estimates in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions believed to be reasonable under the circumstances. Changes in the economic environment, financial markets, and any other parameters used in determining these estimates could cause actual results to differ from those estimates. Significant Accounting Policies See “ Recent Accounting Pronouncements Revenue Contingent Consideration 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 relating to our diner subscription program, revenue is recognized for the receipt of the monthly fee in the applicable month for which the delivery service applies to. Additionally, in connection with the acquisition of the Cape Payment Companies on August 25, 2021, the Company generates revenue by facilitating the entry into merchant agreements by and between merchants and payment processing solution providers. Revenue from such services primarily consists of residual payments received from payment processing solution providers, based on the volume of transactions a payment processing solution provider performs for the merchant. The Company also occasionally receives a bonus up-front fee from payment processing solution providers, paid at the time of a merchant’s initial transaction with a payment processing solution provider, based on a price specified in the agreement between the merchant and the payment processing solution provider. Revenue consists of the following for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Transaction Fees $ 41,411 $ 52,618 $ 140,138 $ 156,851 Setup and integration fees — 23 8 437 Other 2,037 93 3,399 195 Total Revenue $ 43,448 $ 52,734 $ 143,545 $ 157,483 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 Residual fees and bonus up-front fees were immaterial for the three and nine months ended September 30, 2021 and are included in other revenue in the table above. Residual fees represent revenue recognized from the Company’s offering of referral services, connecting a merchant with a payment processing service. The Company’s performance obligation in its contracts with payment processors is for an unknown or unspecified quantity of transactions and the consideration received is contingent upon the number of transactions submitted by the merchant and processed by the payment processor. Accordingly, the total transaction price is variable. The performance obligation is satisfied when the payment processor finalizes the processing of a transaction through the payment system and transaction volume is available from the payment processor to the Company. Consistent with the recognition objective in ASC Topic 606, the variable consideration due to the Company for serving as the facilitator of the arrangement between the payment processor and merchant is recognized on a daily basis. The Company is the agent in these arrangements as it establishes the relationship between the payment processor and merchant, and thus, recognizes revenue on a net basis. The payment processor is considered the customer of the Company as no direct contract exists with between the merchant and the Company. The Company records a receivable when it has an unconditional right to the consideration. The balance of accounts receivable, net was $3,978 and $2,954 as of September 30, 2021 and December 31, 2020, respectively, comprised primarily of receivables due from credit card processors, and at September 30, 2021, also comprised of residual commissions receivable. Costs to Obtain a Contract with a Customer The Company recognizes an asset for the incremental costs of obtaining a contract with a restaurant and recognizes the expense over the course of the period when the Company expects to recover those costs. The Company has determined that certain internal sales incentives earned at the time when an initial contract is executed meet these requirements. Capitalized sales incentives are amortized to sales and marketing expense on a straight-line basis over the period of benefit, which the Company has determined to be Deferred costs related to obtaining contracts with restaurants were $3,000 and $2,424 as of September 30, 2021 and December 31, 2020, respectively, out of which $785 and $567, respectively, was classified as current. Amortization of expense for the costs to obtain a contract were $192 and $117 for the three months ended September 30, 2021 and 2020, respectively, and $514 and $264 for the nine months ended September 30, 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 onboarding restaurants onto the Platforms meet the capitalization criteria under ASC Topic 340-40, Other Assets and Deferred Costs Deferred costs related to fulfilling contracts with restaurants were $1,229 and $742 as of September 30, 2021 and December 31, 2020, respectively, out of which $306 and $170, respectively, was classified as current. Amortization of expense for the costs to fulfill a contract were $71 and $28 for the three months ended September 30, 2021 and 2020, respectively, and $172 and $63 for the nine months ended September 30, 2021 and 2020, respectively. Contingent Consideration The Company acquired the Cape Payment Companies on August 25, 2021 (see Note 3 – Business Combinations which provides for a one-time payment to the sellers, if the Cape Payment Companies exceed certain future revenue targets. The contingent consideration obligation for the earnout provision is valued at fair value as of the acquisition date, with subsequent changes in fair value evaluated at the end of each reporting period through the term of the earnout and recognized in earnings in other (income) expense in the unaudited condensed consolidated statement of operations. The contingent consideration obligation is included in other noncurrent liabilities in the unaudited condensed consolidated balance sheet. 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 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 9 – Commitments and Contingencies 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 | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | 3. Business Combinations Cape Payment Companies Acquisition On August 25, 2021, the Company completed the acquisition of certain assets and properties of ProMerchant LLC, Cape Cod Merchant Services LLC and Flow Payments LLC (collectively referred to herein as the “Cape Payment Companies”), pursuant to three substantially identical asset purchase agreements (collectively referred to herein as the “Cape Payment Agreements”). The Cape Payment Companies are engaged in the business of facilitating the entry into merchant agreements by and between merchants and payment processing solution providers and receive residual payments from the payment providers. (in thousands, except per share amount) Shares transferred at closing 2,564 Value per share $ 1.24 Total share consideration $ 3,179 Plus: cash transferred to Cape Payment Companies 12,000 Total estimated consideration at closing 15,179 Contingent consideration 1,686 Total estimated consideration $ 16,865 The Cape Payment 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 $ 42 Accounts receivable 1,180 Prepaid expenses and other current assets 7 Intangible assets 6,850 Other noncurrent assets 17 Accrued expenses and other current liabilities (746 ) Total assets acquired, net of liabilities assumed 7,350 Goodwill 9,515 Total estimated consideration $ 16,865 The Company engaged a third-party specialist to assist management in estimating the fair value of the assets and liabilities and the contingent consideration for the earnout provision. Goodwill is attributable to the future anticipated economic benefits from combining operations of the Company and the Cape Payment Companies, including future growth in the payment processing arena, future customer relationships and the workforce in place. All of the goodwill is expected to be deductible for U.S. federal 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 Cape Payment Agreements, which could affect the final fair value analysis. The Company anticipates finalizing the determination of the fair values by the end of 2021. The following table sets forth the components of estimated identifiable intangible assets acquired from the Cape Payment Companies and their estimated useful lives as of the acquisition date: Amortizable Life (in years) Value (in thousands) Customer relationships 7.5 $ 6,500 Trade name 3.0 350 Total $ 6,850 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 Note 12 – Fair Value Measurements The results of operations of the Cape Payment Companies are included in our condensed consolidated financial statements beginning on the acquisition date, August 25, 2021, and were immaterial. Pro forma results were immaterial to the Company. Delivery Dudes Acquisition On March 11, 2021, the Company completed the acquisition of certain assets and properties from Dude Holdings LLC (“Delivery Dudes”), a third-party delivery business primarily serving the South Florida market, for $11,500 in cash, subject to certain purchase price adjustments, and 3,562,577 shares of the Company’s common stock valued at $2.96 per share (the closing price of the Company’s common stock on March 11, 2021) (the “Delivery Dudes Acquisition”). In the three months ended June 30, 2021, the Company adjusted the per share fair value of the stock consideration from $3.23 (the average volume weighted average price of the Company’s common stock for the five consecutive trading days prior to March 9, 2021), down to the closing price of $2.96, resulting in a reduction of total consideration of $955 to $22,045. The acquisition expands the Company’s market presence in the on-demand delivery service sector. The following represents the purchase consideration: (in thousands, except per share amount) Shares transferred at closing 3,562 Value per share $ 2.96 Total share consideration $ 10,545 Plus: cash transferred to Delivery Dudes members 11,500 Total consideration $ 22,045 The Delivery Dudes Acquisition was considered a business combination in accordance with ASC 805, and was accounted for using the acquisition method. The 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 14,343 Total consideration $ 22,045 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. The following table sets forth the components of identifiable intangible assets acquired from Delivery Dudes and their estimated useful lives as of the acquisition date: Amortizable Life (in years) Value (in thousands) 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 September 30, 2021 totaled approximately $2,941 and $848, respectively, and in the nine months ended September 30, 2021 totaled approximately $6,841 and $1,450, respectively. The Company subsequently acquired the assets of six Delivery Dudes franchisees during the six months ended September 30, 2021 for total consideration of approximately $2,464, including $2,431 in cash. The asset acquisitions were accounted for under the acquisition method with the purchase consideration allocated to customer relationships. The customer relationship assets are amortized on a straight-line basis over 7.5 years, which reflects the pattern in which the economic benefits of the acquired assets are consumed. The results of operations of the acquired franchisees are included in our condensed consolidated financial statements beginning on their acquisition dates and were immaterial. Pro forma results were deemed immaterial to the Company. Additional Information In connection with the Delivery Dudes Acquisition and Cape Payment Acquisition, the Company incurred direct and incremental costs of $171 and $840 during the three and nine months ended September 30, 2021, respectively, consisting of legal and professional fees, which are included in general and administrative expenses in the unaudited condensed consolidated statement of operations in such periods Pro-Forma Financial Information (Unaudited) Supplemental condensed consolidated results of the Company on an unaudited pro forma basis as if the Delivery Dudes Acquisition had been consummated on January 1, 2020 are included in the table below (in thousands). Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Net revenue $ 43,448 $ 55,622 $ 146,021 $ 165,405 Net income $ 12,250 $ 4,942 $ 3,261 $ 13,844 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 periods presented. |
Accounts Receivable, Net
Accounts Receivable, Net | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Accounts Receivable, Net | 4. Accounts Receivable, Net Accounts receivable consist of the following (in thousands): September 30, December 31, 2021 2020 Credit card receivables $ 2,501 $ 3,013 Residual commissions receivable 1,384 — Receivables from restaurants and customers 378 334 Accounts receivable $ 4,263 $ 3,347 Less: allowance for doubtful accounts and chargebacks (285 ) (393 ) Accounts receivable, net $ 3,978 $ 2,954 |
Intangibles Assets and Goodwill
Intangibles Assets and Goodwill | 9 Months Ended |
Sep. 30, 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 and customer 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, Delivery Dudes and Cape Payment Companies trade name intangible assets, however, are being amortized over their estimated useful lives. Intangible assets are stated at cost or acquisition-date fair value less accumulated amortization and consist of the following (in thousands): As of September 30, 2021 Gross Carrying Amount Accumulated Amortization Accumulated Impairment Intangible Assets, Net Software $ 33,687 $ (8,523 ) $ (12,011 ) $ 13,153 Trademarks/Trade name/Patents 6,555 (5,042 ) — 1,513 Customer Relationships 96,509 (13,181 ) (57,378 ) 25,950 Total $ 136,751 $ (26,746 ) $ (69,389 ) $ 40,616 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 Total $ 113,454 $ (20,327 ) $ (69,203 ) $ 23,924 During the nine months ended September 30, 2021, the Company acquired intangible assets in connection with the Delivery Dudes Acquisition and the Cape Payment Acquisition ( see Note 3 – Business Combinations The Company recorded amortization expense of $2,354 and $1,581 for the three months ended September 30, 2021 and 2020, respectively, and $6,419 and $4,683 for the nine months ended September 30, 2021 and 2020, respectively. Estimated future amortization expense of intangible assets as of September 30, 2021 is as follows (in thousands): Amortization The remainder of 2021 $ 2,072 2022 11,322 2023 9,076 2024 6,904 2025 4,526 Thereafter 6,711 Total future amortization $ 40,611 Goodwill The change in the Company’s goodwill balance is as follows for the nine months ended September 30, 2021 and the year ended December 31, 2020 (in thousands): September 30, December 31, 2021 2020 Balance, beginning of period $ 106,734 $ 106,734 Acquisitions during the period 23,858 — Balance, end of period $ 130,592 $ 106,734 The Company recorded $23,858 of goodwill during the nine months ended September 30, 2021, including $14,343 associated with the Delivery Dudes Acquisition and $9,515 associated with the Cape Payment Acquisition (see Note 3 – Business Combinations |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | 6. Other Current Liabilities Other current liabilities consist of the following (in thousands): September 30, December 31, 2021 2020 Accrued insurance expenses $ 4,443 $ 3,392 Accrued estimated workers' compensation expenses 829 1,725 Accrued medical contingency 370 448 Accrued sales tax payable 230 418 Accrued cash incentives 2,747 60 Other accrued expenses 4,081 4,001 Unclaimed property 2,123 1,679 Other current liabilities 4,270 2,199 Total other current liabilities $ 19,093 $ 13,922 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt The Company’s outstanding debt obligations are as follows (in thousands): Coupon Rate Effective Range in 2020 Interest Rate at September 30, December 31, through 3Q21 September 30, 2021 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 (2,351 ) (3,541 ) Less: unamortized debt issuance costs on Notes (489 ) (1,224 ) Long term debt - related party $ 81,671 $ 94,218 Short-term loan for insurance financing 3.99% n/a March 2022 2,331 2,726 Total outstanding debt $ 84,002 $ 96,944 Interest expense related to the Company’s outstanding debt totaled $1,751 and $2,117 for the three months ended September 30, 2021 and 2020, respectively, and $5,333 and $7,521 for the nine months ended September 30, 2021 and 2020, respectively. Interest expense includes interest on outstanding borrowings and amortization of debt issuance costs. See Note 14 – Related Party Transactions 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 497,507 shares of the Company’s common stock (see Note 11 – Stockholders’ Equity ). prepayment on the Term Loan pursuant to an amendment to the Credit Agreement and an amendment to the Convertible Notes Agreement (defined below under Notes ). The amendments were treated as a debt modification, and thus, no gain or loss was recorded. A new effective interest rate for the Term Loan that equates the revised cash flows to the carrying amount of the original debt was computed and applied prospectively. 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 September 30, 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 certain issuances of additional shares. The Company’s payment Short-Term Loan The Company has an outstanding short-term loan as of September 30, 2021 for the purpose of financing a portion of an annual insurance premium obligation. The loan is payable in monthly installments until maturity. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 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 $25 and $18 for the three months ended September 30, 2021 and 2020, respectively, and $82 and $52 for the nine months ended September 30, 2021 and 2020, respectively. The Company’s income tax expense is entirely related to state taxes in various jurisdictions. The Company recorded a full valuation allowance against net deferred tax assets as of September 30, 2021 and December 31, 2020 as the Company has generated net operating losses prior to the second quarter of 2020 and in the first and second quarters of 2021, 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 September 30, 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. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | 9. Commitments and Contingent Liabilities Leases As of September 30, 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 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 September 30, 2021, the Company recognized on its unaudited condensed consolidated balance sheet operating right-of-use assets of $4,743 and current and noncurrent operating lease liabilities of $1,654 and $3,395, respectively. Operating lease costs recognized in the unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2021 totaled $ 463 and $ 1,317 , respectively . 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 nine months ended September 30, 2021: Nine Months Ended September 30, 2021 Cash paid for operating lease liabilities (in thousands) $ 1,184 Weighted-average remaining lease term (years) 3.9 Weighted-average discount rate 5.0 % As of September 30, 2021, the future minimum lease payments required under non-cancelable operating leases were as follows (in thousands): Amount The remainder of 2021 $ 504 2022 1,810 2023 1,148 2024 831 2025 803 Thereafter 535 Total future lease payments $ 5,631 Less: imputed interest (582 ) Present value of operating lease liabilities $ 5,049 Medical Contingency Claim During the three months ended September 30, 2020, the Company identified and corrected an immaterial error related to the understatement of an accrued medical contingency (the “Medical Contingency”). The Company became liable for the 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. 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. As of December 31, 2020, the long-term portion of the estimated Medical Contingency claim totaled $16,987 and is included in the unaudited condensed consolidated balance sheet as accrued medical contingency. The current portion of the Medical Contingency totaled $448 as of December 31, 2020 and is included in other current liabilities. The death of the individual in August 2021 associated with the Medical Contingency was new information the Company deemed a change in accounting estimate for the total liability. The total estimated loss exposure was determined to be $423 as of September 30, 2021, consisting primarily of remaining medical expenses and dependent death benefits. The long-term portion of the estimated Medical Contingency totaled $53 and is included in the unaudited condensed consolidated balance sheet as accrued medical contingency. The current portion of the Medical Contingency totaled $370 as of September 30, 2021 and is included in other current liabilities. Included in other income in the unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2021 is $16,715 related to the change in estimate of the Medical Contingency. 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 September 30, 2021 and December 31, 2020, $4,523 and $4,697, respectively, in outstanding workers’ compensation and auto policy reserves are included in the unaudited condensed consolidated balance sheet 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. The plaintiff sought injunctive relief and damages relating to Waitr’s use of the “Waitr” name and logo. During the third quarter of 2020, the trial date was rescheduled to June 2021. On June 22, 2021, the Company entered into a License, Release and Settlement Agreement (the “Settlement”) to settle all claims related to this lawsuit. Pursuant to the Settlement, the Company paid the plaintiff $4,700 in cash on July 1, 2021. In connection with the Settlement, we agreed to adopt a new trademark or tradename to replace the Waitr trademark and to discontinue use of the Waitr trademark in connection with the marketing, sale or provision of any web-based or mobile app-based delivery, pick-up, carry-out or dine-in services using the Waitr trademark by June 22, 2022 , unless extended by eight additional months in exchange for a one-time payment of $ 800 . The Settlement payment is i ncluded in other expense in the unaudited condensed consolidated statement of operations for the three and nine months ended September 30 , 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, the denial of coverage for such claims or damages awarded for any such claim that exceeds coverage. |
Stock-Based Awards and Cash-Bas
Stock-Based Awards and Cash-Based Awards | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Awards and Cash-Based Awards | 10. Stock-Based Awards and Cash-Based Awards In June 2020, the Company’s stockholders approved the Waitr Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan (the “2018 Incentive Plan”), which permits the granting of awards in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based awards, and other stock-based or cash-based awards. As of September 30, 2021, there were 5,008,194 shares of common stock available for future grants pursuant to the 2018 Incentive Plan. The Company also has outstanding equity awards under the 2014 Stock Plan (as amended in 2017, the “Amended 2014 Plan”). Total compensation expense related to awards under the Company’s incentive plans was $1,635 and $1,728 for the three months ended September 30, 2021 and 2020, respectively, and $6,100 and $3,178 for the nine months ended September 30, 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 and a weighted average exercise price of $2.78. Such stock options were subsequently forfeited during the three months ended September 30, 2021. 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 nine months ended September 30, 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 $258 and $361 for the three months ended September 30, 2021 and 2020, respectively, and $950 and $1,099 for the nine months ended September 30, 2021 and 2020, respectively. Unrecognized compensation cost related to unvested stock options as of September 30, 2021 totaled $314, with a weighted average remaining vesting period of approximately 0.3 years. The stock option activity under the Company’s incentive plans during the nine months ended September 30, 2021 and 2020 is as follows: Nine Months Ended September 30, 2021 Nine Months Ended September 30, 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 (12,012 ) 0.92 4.36 (56,814 ) 0.69 3.60 Forfeited (524,830 ) 2.95 2.32 (99,657 ) 5.70 5.72 Expired (34,151 ) 7.19 5.10 (94,511 ) 2.96 5.48 Balance, end of period 9,682,264 $ 0.39 $ 0.29 9,767,136 $ 0.44 $ 0.33 Outstanding stock options, which were fully vested and expected to vest and exercisable are as follows as of September 30, 2021 and December 31, 2020: As of September 30, 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 9,682,264 4,892,673 9,753,257 132,846 Weighted-average remaining contractual term (years) 3.29 3.32 4.07 6.82 Weighted-average exercise price $ 0.39 $ 0.41 $ 0.43 $ 3.20 Aggregate Intrinsic Value (in thousands) $ 4,936 $ 2,469 $ 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 was $1 and $8 during the three months ended September 30, 2021 and 2020, respectively, and $21 and $49 during the nine months ended September 30, 2021 and 2020, 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 September 30, 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, 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 g ood r eason or he is terminated by the Company for reason other than m isconduct. 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 g ood r eason or he is terminated by the Company for reason other than m isconduct, should either occur . Awards with Time-Based Vesting During the nine months ended September 30, 2021, a total of 7,885,960 RSUs with time-based vesting were granted pursuant to the Company’s 2018 Incentive Plan (with an aggregate grant fair value of value of $16,683). Included in such grants were 600,960 RSUs granted to non-employee directors vesting upon the earlier of June 15, 2022 and the date of the 2022 annual meeting of the Company’s stockholders and 3,785,000 RSUs granted to employees and consultants vesting primarily over The Company recognized compensation expense for restricted stock of $1,377 and $1,367 during the three months ended September 30, 2021 and 2020, respectively, and $5,150 and $2,079 during the nine months ended September 30, 2021 and 2020, respectively. Unrecognized compensation cost related to unvested time-based RSUs as of September 30, 2021 totaled $16,893, with a weighted average remaining vesting period of approximately 2.68 years. The total fair value of restricted shares that vested during the three months ended September 30, 2021 and 2020 was $1,219 and $177, respectively, and during the nine months ended September 30, 2021 and 2020 was $6,605 and $1,330, respectively. The activity for restricted stock with time-based vesting under the Company’s incentive plans is as follows for the nine months ended September 30, 2021 and 2020: Nine Months Ended September 30, 2021 Nine Months Ended September 30, 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 7,885,960 2.12 4,227,501 2.27 Shares vested (2,840,230 ) 2.22 (588,054 ) 1.94 Forfeitures (671,592 ) 2.25 (1,903,984 ) 1.45 Nonvested, end of period 8,932,741 $ 2.13 2.68 4,918,102 $ 2.08 1.74 Cash-Based Awards Performance Bonus Agreement On April 23, 2020, the Company entered into a performance bonus agreement with Mr. Grimstad, which was extended through January 3, 2025 in connection with the extension of his employment agreement. Pursuant to the performance bonus agreement, upon the occurrence of a change of control in which the holders of the Company’s common stock receive per share consideration that is equal to or greater than $2.00, subject to adjustment in accordance with the 2018 Incentive Plan, the Company shall pay Mr. Grimstad an amount equal to $5,000 (the “Bonus”). In order to receive the Bonus, Mr. Grimstad must remain continuously employed with the Company through the date of the change of control; provided, however, that in the event Mr. Grimstad terminates his employment for good reason or the Company terminates his employment other than for misconduct, Mr. Grimstad will be entitled to receive the Bonus provided the change of control occurs on or before January 3, 2025. Compensation expense related to the bonus agreement will not be recognized until such time that is probable that the performance goal will be achieved. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | 11. Stockholders’ Equity Common Stock At September 30, 2021 and December 31, 2020, there were 249,000,000 shares of common stock authorized and 126,616,410 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 September 30, 2021 or December 31, 2020. The Company’s common stockholders are entitled to one vote per share. At-the-Market Offering On August 30, 2021, the Company entered into a second amended and restated open market sale agreement with respect to an at-the-market offering program (the “ATM Program”) under which the Company may offer and sell, from time to time at its sole discretion through Jefferies as its sales agent, shares of its common stock, having an aggregate offering price of up to $30,000. The issuance and sale of shares by the Company under the agreement are pursuant to the Company’s effective registration statement on Form S-3 which was filed on April 4, 2019. During the three months ended September 30, 2021, the Company sold 6,683,823 shares of common stock under the ATM Program at an average price of $1.20 per share, for gross proceeds of $8,035. Net proceeds, after deducting sales commissions, totaled $7,900. Preferred Stock At September 30, 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 September 30, 2021 or December 31, 2020. Notes The Company has outstanding Notes which are convertible into shares of the Company’s common stock at a rate of $10.05 per share. See Note 7 – Debt Warrants In November 2018, the Company issued to Luxor Capital warrants which are currently exercisable for 497,507 shares of the Company’s common stock with a current exercise price of $10.05 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 certain issuances of additional shares. Additionally, holders of the Debt Warrants have customary |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 12. Fair Value Measurements Medical Contingency At December 31, 2020, the Company had an outstanding medical contingency claim which was measured at fair value on a recurring basis (see Note 9 – Commitments and Contingencies During the three months ended September 30, 2021, as a result of the death of the individual associated with the Medical Contingency, there was a change in accounting estimate of the total outstanding liability. The estimated loss exposure was updated to reflect the liability for remaining unpaid medical expenses and dependent death benefits, totaling $423 as of September 30, 2021. The change in estimate of the Medical Contingency was recognized as other income in the unaudited condensed consolidated statement of operations and totaled $16,715 for the three and nine month ended September 30, 2021. The medical contingency claim analysis represents a Level 3 measurement at December 31, 2020 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, were sensitive inputs to the measurement and changes to either could have resulted in significantly higher or lower fair value measurements. The Company engaged third-party actuaries to assist in estimating the fair value, including future comprehensive medical care costs by utilizing historical transactional data regarding the claim. These inputs required significant judgments and estimates at the time of the valuation. The analysis used in the measurement of the remaining reserve for the medical contingency at September 30, 2021 reflects the Company’s assumptions regarding unpaid medical expenses and estimated death benefits used in developing the fair value estimate and is a Level 3 measurement. Contingent Consideration The fair value of contingent consideration is measured at acquisition date, and at the end of each reporting period through the term of the arrangement, using the Black Scholes option-pricing model with assumptions for volatility and risk-free rate Note 3 – Business Combinations Expected volatility is based on a blended weighted average of the volatility rates for a number of similar publicly-traded companies. The risk-free rates are based on U.S. Treasury securities with similar maturities as the expected term of the earnout provision at the date of valuation. inputs required significant judgments and estimates at the time of the valuation. Summary by Fair Value Hierarchy The following table presents the Company’s liabilities measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020 (in thousands): As of September 30, 2021 Level 1 Level 2 Level 3 Total Liabilities Accrued medical contingency $ — $ — $ 423 $ 423 Contingent consideration — — 1,686 1,686 Total liabilities measured and recorded at fair value $ — $ — $ 2,109 $ 2,109 As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Accrued medical contingency $ — $ — $ 17,435 $ 17,435 Contingent consideration — — — — Total liabilities measured and recorded at fair value $ — $ — $ 17,435 $ 17,435 The Company had no assets required to be measured at fair value on a recurring basis at September 30, 2021 or December 31, 2020. Adjustments to the accrued medical contingency and contingent consideration are recognized in other expense (income) 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 the accrued medical contingency liability classified as a Level 3 financial instrument for the periods indicated (in thousands): Medical Contingency Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Balance, beginning of the period $ 17,182 $ 17,767 $ 17,435 $ 17,883 Increases/additions — — 84 — Reductions/settlements (16,759 ) (262 ) (17,096 ) (378 ) Balance, end of the period $ 423 $ 17,505 $ 423 $ 17,505 The following table presents a reconciliation of the contingent consideration liability classified as a Level 3 financial instrument for the three and nine months ended September 30, 2021 (in thousands): Contingent Consideration Balance, beginning of the period $ — Increases/additions 1,686 Reductions/settlements — Balance, end of the period $ 1,686 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 |
Earnings Per Share Attributable
Earnings Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share Attributable to Common Stockholders | 13. Earnings Per Share Attributable to Common Stockholders The calculation of basic and diluted income per share attributable to common stockholders for the three and nine months ended September 30, 2021 and 2020 is as follows (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Basic income per share: Net income attributable to common stockholders - basic $ 12,250 $ 4,644 $ 2,897 $ 13,195 Weighted average number of shares outstanding 119,823,181 109,181,847 115,961,454 93,763,069 Basic income per common share $ 0.10 $ 0.04 $ 0.02 $ 0.14 Diluted income per share: Net income attributable to common stockholders - diluted $ 12,250 $ 4,644 $ 2,897 $ 13,195 Weighted average number of shares outstanding 119,823,181 109,181,847 115,961,454 93,763,069 Effect of dilutive securities: Stock options 6,733,754 8,433,152 7,604,969 5,107,989 Restricted stock units 3,610,361 6,170,751 4,713,397 3,648,396 Warrants — — — — Weighted average diluted shares 130,167,296 123,785,750 128,279,820 102,519,454 Diluted income per common share $ 0.09 $ 0.04 $ 0.02 $ 0.13 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 earnings per common share would have been antidilutive: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Antidilutive shares underlying stock-based awards: Stock options 19,800 70,045 19,800 70,045 Restricted stock units 6,838,412 34,974 6,838,412 34,974 Warrants (1) 497,507 476,185 497,507 476,185 (1) Includes the Debt Warrants as of September 30, 2021 and 2020. See Note 11 – Stockholders’ Equity for additional details. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 14. Related-Party Transactions In November 2018, the Company entered into the Credit Agreement, and in January 2019, the Company entered into an amendment to the Credit Agreement, with Luxor Capital and an amendment to the Convertible Notes Agreement with the Luxor Entities. In addition, Luxor Capital was issued warrants to purchase shares of the Company’s common stock (see Note 11 – Stockholders’ Equity |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
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. |
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 (as defined below); • income taxes; • useful lives of tangible and intangible assets; • equity compensation; • contingencies; • goodwill and other intangible assets, including the recoverability of intangible assets with finite lives and other long-lived assets; and • fair value of assets acquired, liabilities assumed and contingent consideration as part of a business combination. The Company regularly assesses these estimates and records changes to estimates in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions believed to be reasonable under the circumstances. Changes in the economic environment, financial markets, and any other parameters used in determining these estimates could cause actual results to differ from those estimates. |
Significant Accounting Policies | Significant Accounting Policies See “ Recent Accounting Pronouncements Revenue Contingent Consideration |
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 relating to our diner subscription program, revenue is recognized for the receipt of the monthly fee in the applicable month for which the delivery service applies to. Additionally, in connection with the acquisition of the Cape Payment Companies on August 25, 2021, the Company generates revenue by facilitating the entry into merchant agreements by and between merchants and payment processing solution providers. Revenue from such services primarily consists of residual payments received from payment processing solution providers, based on the volume of transactions a payment processing solution provider performs for the merchant. The Company also occasionally receives a bonus up-front fee from payment processing solution providers, paid at the time of a merchant’s initial transaction with a payment processing solution provider, based on a price specified in the agreement between the merchant and the payment processing solution provider. Revenue consists of the following for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Transaction Fees $ 41,411 $ 52,618 $ 140,138 $ 156,851 Setup and integration fees — 23 8 437 Other 2,037 93 3,399 195 Total Revenue $ 43,448 $ 52,734 $ 143,545 $ 157,483 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 Residual fees and bonus up-front fees were immaterial for the three and nine months ended September 30, 2021 and are included in other revenue in the table above. Residual fees represent revenue recognized from the Company’s offering of referral services, connecting a merchant with a payment processing service. The Company’s performance obligation in its contracts with payment processors is for an unknown or unspecified quantity of transactions and the consideration received is contingent upon the number of transactions submitted by the merchant and processed by the payment processor. Accordingly, the total transaction price is variable. The performance obligation is satisfied when the payment processor finalizes the processing of a transaction through the payment system and transaction volume is available from the payment processor to the Company. Consistent with the recognition objective in ASC Topic 606, the variable consideration due to the Company for serving as the facilitator of the arrangement between the payment processor and merchant is recognized on a daily basis. The Company is the agent in these arrangements as it establishes the relationship between the payment processor and merchant, and thus, recognizes revenue on a net basis. The payment processor is considered the customer of the Company as no direct contract exists with between the merchant and the Company. The Company records a receivable when it has an unconditional right to the consideration. The balance of accounts receivable, net was $3,978 and $2,954 as of September 30, 2021 and December 31, 2020, respectively, comprised primarily of receivables due from credit card processors, and at September 30, 2021, also comprised of residual commissions receivable. Costs to Obtain a Contract with a Customer The Company recognizes an asset for the incremental costs of obtaining a contract with a restaurant and recognizes the expense over the course of the period when the Company expects to recover those costs. The Company has determined that certain internal sales incentives earned at the time when an initial contract is executed meet these requirements. Capitalized sales incentives are amortized to sales and marketing expense on a straight-line basis over the period of benefit, which the Company has determined to be Deferred costs related to obtaining contracts with restaurants were $3,000 and $2,424 as of September 30, 2021 and December 31, 2020, respectively, out of which $785 and $567, respectively, was classified as current. Amortization of expense for the costs to obtain a contract were $192 and $117 for the three months ended September 30, 2021 and 2020, respectively, and $514 and $264 for the nine months ended September 30, 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 onboarding restaurants onto the Platforms meet the capitalization criteria under ASC Topic 340-40, Other Assets and Deferred Costs Deferred costs related to fulfilling contracts with restaurants were $1,229 and $742 as of September 30, 2021 and December 31, 2020, respectively, out of which $306 and $170, respectively, was classified as current. Amortization of expense for the costs to fulfill a contract were $71 and $28 for the three months ended September 30, 2021 and 2020, respectively, and $172 and $63 for the nine months ended September 30, 2021 and 2020, respectively. |
Contingent Consideration | Contingent Consideration The Company acquired the Cape Payment Companies on August 25, 2021 (see Note 3 – Business Combinations which provides for a one-time payment to the sellers, if the Cape Payment Companies exceed certain future revenue targets. The contingent consideration obligation for the earnout provision is valued at fair value as of the acquisition date, with subsequent changes in fair value evaluated at the end of each reporting period through the term of the earnout and recognized in earnings in other (income) expense in the unaudited condensed consolidated statement of operations. The contingent consideration obligation is included in other noncurrent liabilities in the unaudited condensed consolidated balance sheet. |
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 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 9 – Commitments and Contingencies 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) |
Cape Payment Companies | |
Business Combinations | The Cape Payment Acquisition was considered a business combination in accordance with ASC 805, and was accounted for using the acquisition method. |
Delivery Dudes | |
Business Combinations | The Delivery Dudes Acquisition was considered a business combination in accordance with ASC 805, and was accounted for using the acquisition method. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Revenue | Revenue consists of the following for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Transaction Fees $ 41,411 $ 52,618 $ 140,138 $ 156,851 Setup and integration fees — 23 8 437 Other 2,037 93 3,399 195 Total Revenue $ 43,448 $ 52,734 $ 143,545 $ 157,483 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Cape Payment Companies | |
Business Acquisition [Line Items] | |
Schedule of Preliminary Estimated Purchase Consideration | The following represents the preliminary estimated consideration for the Cape Payment Acquisition: (in thousands, except per share amount) Shares transferred at closing 2,564 Value per share $ 1.24 Total share consideration $ 3,179 Plus: cash transferred to Cape Payment Companies 12,000 Total estimated consideration at closing 15,179 Contingent consideration 1,686 Total estimated consideration $ 16,865 |
Summary of Components of Identifiable Intangible Assets Acquired and Estimated Useful Lives as of Acquisition Date | The Cape Payment 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 $ 42 Accounts receivable 1,180 Prepaid expenses and other current assets 7 Intangible assets 6,850 Other noncurrent assets 17 Accrued expenses and other current liabilities (746 ) Total assets acquired, net of liabilities assumed 7,350 Goodwill 9,515 Total estimated consideration $ 16,865 The following table sets forth the components of estimated identifiable intangible assets acquired from the Cape Payment Companies and their estimated useful lives as of the acquisition date: Amortizable Life (in years) Value (in thousands) Customer relationships 7.5 $ 6,500 Trade name 3.0 350 Total $ 6,850 |
Delivery Dudes | |
Business Acquisition [Line Items] | |
Schedule of Preliminary Estimated Purchase Consideration | The following represents the purchase consideration: (in thousands, except per share amount) Shares transferred at closing 3,562 Value per share $ 2.96 Total share consideration $ 10,545 Plus: cash transferred to Delivery Dudes members 11,500 Total consideration $ 22,045 |
Summary of Components of Identifiable Intangible Assets Acquired and Estimated Useful Lives as of Acquisition Date | The following table sets forth the components of identifiable intangible assets acquired from Delivery Dudes and their estimated useful lives as of the acquisition date: Amortizable Life (in years) Value (in thousands) 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 |
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. The 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 14,343 Total consideration $ 22,045 |
Summary of Supplemental Condensed Consolidated Results of Company on an Unaudited Pro Forma Basis | Supplemental condensed consolidated results of the Company on an unaudited pro forma basis as if the Delivery Dudes Acquisition had been consummated on January 1, 2020 are included in the table below (in thousands). Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Net revenue $ 43,448 $ 55,622 $ 146,021 $ 165,405 Net income $ 12,250 $ 4,942 $ 3,261 $ 13,844 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consist of the following (in thousands): September 30, December 31, 2021 2020 Credit card receivables $ 2,501 $ 3,013 Residual commissions receivable 1,384 — Receivables from restaurants and customers 378 334 Accounts receivable $ 4,263 $ 3,347 Less: allowance for doubtful accounts and chargebacks (285 ) (393 ) Accounts receivable, net $ 3,978 $ 2,954 |
Intangibles Assets and Goodwi_2
Intangibles Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2021 Gross Carrying Amount Accumulated Amortization Accumulated Impairment Intangible Assets, Net Software $ 33,687 $ (8,523 ) $ (12,011 ) $ 13,153 Trademarks/Trade name/Patents 6,555 (5,042 ) — 1,513 Customer Relationships 96,509 (13,181 ) (57,378 ) 25,950 Total $ 136,751 $ (26,746 ) $ (69,389 ) $ 40,616 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 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 as of September 30, 2021 is as follows (in thousands): Amortization The remainder of 2021 $ 2,072 2022 11,322 2023 9,076 2024 6,904 2025 4,526 Thereafter 6,711 Total future amortization $ 40,611 |
Schedule of Change in Goodwill | The change in the Company’s goodwill balance is as follows for the nine months ended September 30, 2021 and the year ended December 31, 2020 (in thousands): September 30, December 31, 2021 2020 Balance, beginning of period $ 106,734 $ 106,734 Acquisitions during the period 23,858 — Balance, end of period $ 130,592 $ 106,734 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consist of the following (in thousands): September 30, December 31, 2021 2020 Accrued insurance expenses $ 4,443 $ 3,392 Accrued estimated workers' compensation expenses 829 1,725 Accrued medical contingency 370 448 Accrued sales tax payable 230 418 Accrued cash incentives 2,747 60 Other accrued expenses 4,081 4,001 Unclaimed property 2,123 1,679 Other current liabilities 4,270 2,199 Total other current liabilities $ 19,093 $ 13,922 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt Obligations | The Company’s outstanding debt obligations are as follows (in thousands): Coupon Rate Effective Range in 2020 Interest Rate at September 30, December 31, through 3Q21 September 30, 2021 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 (2,351 ) (3,541 ) Less: unamortized debt issuance costs on Notes (489 ) (1,224 ) Long term debt - related party $ 81,671 $ 94,218 Short-term loan for insurance financing 3.99% n/a March 2022 2,331 2,726 Total outstanding debt $ 84,002 $ 96,944 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Tables) | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 2021: Nine Months Ended September 30, 2021 Cash paid for operating lease liabilities (in thousands) $ 1,184 Weighted-average remaining lease term (years) 3.9 Weighted-average discount rate 5.0 % |
Summary of Future Minimum Lease Payments | As of September 30, 2021, the future minimum lease payments required under non-cancelable operating leases were as follows (in thousands): Amount The remainder of 2021 $ 504 2022 1,810 2023 1,148 2024 831 2025 803 Thereafter 535 Total future lease payments $ 5,631 Less: imputed interest (582 ) Present value of operating lease liabilities $ 5,049 |
Stock-Based Awards and Cash-B_2
Stock-Based Awards and Cash-Based Awards (Tables) | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 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 nine months ended September 30, 2021 and 2020 is as follows: Nine Months Ended September 30, 2021 Nine Months Ended September 30, 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 (12,012 ) 0.92 4.36 (56,814 ) 0.69 3.60 Forfeited (524,830 ) 2.95 2.32 (99,657 ) 5.70 5.72 Expired (34,151 ) 7.19 5.10 (94,511 ) 2.96 5.48 Balance, end of period 9,682,264 $ 0.39 $ 0.29 9,767,136 $ 0.44 $ 0.33 |
Schedule of Outstanding Stock Options Fully Vested and Expected to Vest and Exercisable | Outstanding stock options, which were fully vested and expected to vest and exercisable are as follows as of September 30, 2021 and December 31, 2020: As of September 30, 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 9,682,264 4,892,673 9,753,257 132,846 Weighted-average remaining contractual term (years) 3.29 3.32 4.07 6.82 Weighted-average exercise price $ 0.39 $ 0.41 $ 0.43 $ 3.20 Aggregate Intrinsic Value (in thousands) $ 4,936 $ 2,469 $ 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 nine months ended September 30, 2021 and 2020: Nine Months Ended September 30, 2021 Nine Months Ended September 30, 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 7,885,960 2.12 4,227,501 2.27 Shares vested (2,840,230 ) 2.22 (588,054 ) 1.94 Forfeitures (671,592 ) 2.25 (1,903,984 ) 1.45 Nonvested, end of period 8,932,741 $ 2.13 2.68 4,918,102 $ 2.08 1.74 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 September 30, 2021 and December 31, 2020 (in thousands): As of September 30, 2021 Level 1 Level 2 Level 3 Total Liabilities Accrued medical contingency $ — $ — $ 423 $ 423 Contingent consideration — — 1,686 1,686 Total liabilities measured and recorded at fair value $ — $ — $ 2,109 $ 2,109 As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Accrued medical contingency $ — $ — $ 17,435 $ 17,435 Contingent consideration — — — — Total liabilities measured and recorded at fair value $ — $ — $ 17,435 $ 17,435 |
Medical Contingency | |
Schedule of Reconciliation of Accrued Medical Contingency Liability Classified as Level 3 Financial Instruments | The following table presents a reconciliation of the accrued medical contingency liability classified as a Level 3 financial instrument for the periods indicated (in thousands): Medical Contingency Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Balance, beginning of the period $ 17,182 $ 17,767 $ 17,435 $ 17,883 Increases/additions — — 84 — Reductions/settlements (16,759 ) (262 ) (17,096 ) (378 ) Balance, end of the period $ 423 $ 17,505 $ 423 $ 17,505 |
Contingent Consideration | |
Schedule of Reconciliation of Accrued Medical Contingency Liability Classified as Level 3 Financial Instruments | The following table presents a reconciliation of the contingent consideration liability classified as a Level 3 financial instrument for the three and nine months ended September 30, 2021 (in thousands): Contingent Consideration Balance, beginning of the period $ — Increases/additions 1,686 Reductions/settlements — Balance, end of the period $ 1,686 |
Earnings Per Share Attributab_2
Earnings Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Income Per Share Attributable to Common Stockholders | The calculation of basic and diluted income per share attributable to common stockholders for the three and nine months ended September 30, 2021 and 2020 is as follows (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Basic income per share: Net income attributable to common stockholders - basic $ 12,250 $ 4,644 $ 2,897 $ 13,195 Weighted average number of shares outstanding 119,823,181 109,181,847 115,961,454 93,763,069 Basic income per common share $ 0.10 $ 0.04 $ 0.02 $ 0.14 Diluted income per share: Net income attributable to common stockholders - diluted $ 12,250 $ 4,644 $ 2,897 $ 13,195 Weighted average number of shares outstanding 119,823,181 109,181,847 115,961,454 93,763,069 Effect of dilutive securities: Stock options 6,733,754 8,433,152 7,604,969 5,107,989 Restricted stock units 3,610,361 6,170,751 4,713,397 3,648,396 Warrants — — — — Weighted average diluted shares 130,167,296 123,785,750 128,279,820 102,519,454 Diluted income per common share $ 0.09 $ 0.04 $ 0.02 $ 0.13 |
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 earnings per common share would have been antidilutive: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Antidilutive shares underlying stock-based awards: Stock options 19,800 70,045 19,800 70,045 Restricted stock units 6,838,412 34,974 6,838,412 34,974 Warrants (1) 497,507 476,185 497,507 476,185 (1) Includes the Debt Warrants as of September 30, 2021 and 2020. See Note 11 – 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 | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | $ 43,448 | $ 52,734 | $ 143,545 | $ 157,483 |
Transaction Fees | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | 41,411 | 52,618 | 140,138 | 156,851 |
Setup and Integration Fees | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | 23 | 8 | 437 | |
Other Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | $ 2,037 | $ 93 | $ 3,399 | $ 195 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Accounting Polices [Line Items] | |||||
Accounts receivable, net | $ 3,978 | $ 3,978 | $ 2,954 | ||
Capitalized sales incentives amortization period | 5 years | ||||
Deferred costs | 3,000 | $ 3,000 | 2,424 | ||
Deferred costs, current | 785 | 785 | 567 | ||
Amortization expense | 192 | $ 117 | 514 | $ 264 | |
Operating lease payments | 1,184 | ||||
Operating lease right-of-use assets | 4,743 | $ 4,743 | |||
ASC Topic 340-40, Other Assets and Deferred Costs | |||||
Accounting Polices [Line Items] | |||||
Capitalized sales incentives amortization period | 5 years | ||||
Deferred costs | 1,229 | $ 1,229 | 742 | ||
Deferred costs, current | 306 | 306 | 170 | ||
Amortization expense | $ 71 | $ 28 | $ 172 | $ 63 | |
ASU 2016-02 | |||||
Accounting Polices [Line Items] | |||||
Change in accounting principle, accounting standards update, adopted | true | true | |||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | 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 | true | |||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | Jan. 1, 2021 | |||
Change in accounting principle, accounting standards update, immaterial effect | true | true | |||
ASU 2017-11 | |||||
Accounting Polices [Line Items] | |||||
Change in accounting principle, accounting standards update, adopted | true | true | |||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | Jan. 1, 2021 | |||
Change in accounting principle, accounting standards update, immaterial effect | true | true | |||
ASU 2016-13 | |||||
Accounting Polices [Line Items] | |||||
Change in accounting principle, accounting standards update, adopted | true | true | |||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | Jan. 1, 2021 | |||
Change in accounting principle, accounting standards update, immaterial effect | true | true |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ / shares in Units, $ in Thousands | Aug. 25, 2021USD ($)$ / sharesshares | Mar. 11, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)Franchise | Jun. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)Franchise | Sep. 30, 2021USD ($)Franchise | Sep. 30, 2020USD ($) |
Business Acquisition [Line Items] | ||||||||
Net income | $ 12,250 | $ 4,644 | $ 2,897 | $ 13,195 | ||||
Cape Payment Companies | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition date | Aug. 25, 2021 | |||||||
Business combination, cash consideration | $ 12,000 | |||||||
Business combination, share issued | shares | 2,564 | |||||||
Common stock closing price per share | $ / shares | $ 1.24 | |||||||
Earnout provision payable ending date | Mar. 30, 2023 | |||||||
Earnout provision payable | $ 1,686 | |||||||
Cape Payment Companies | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Amortized on straight line basis term | 7 years 6 months | |||||||
Cape Payment Companies | Common Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination, share issued | shares | 2,564,103 | |||||||
Delivery Dudes | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition date | Mar. 11, 2021 | |||||||
Business combination, cash consideration | $ 11,500 | |||||||
Business combination, share issued | shares | 3,562 | |||||||
Common stock closing price per share | $ / shares | $ 2.96 | |||||||
Period of average volume weighted average price of common stock for consecutive trading days | 5 days | |||||||
Share consideration value | $ / shares | $ 3.23 | $ 2.96 | ||||||
Business combination consideration transferred reduction value | $ 955 | |||||||
Business acquisition, total consideration | $ 22,045 | |||||||
Revenue | 2,941 | 6,841 | ||||||
Net income | $ 848 | $ 1,450 | ||||||
Delivery Dudes | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination, cash consideration | $ 2,431 | |||||||
Business acquisition, total consideration | $ 2,464 | |||||||
Amortized on straight line basis term | 7 years 6 months | 7 years 6 months | ||||||
Delivery Dudes | Franchise Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of franchise assets acquired | Franchise | 6 | 6 | 6 | |||||
Amortized on straight line basis term | 1 year | |||||||
Delivery Dudes | Common Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination, share issued | shares | 3,562,577 | |||||||
Dude Holdings Limited Liability Company and Cape Payment Companies | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition direct and incremental costs | $ 171 | $ 840 |
Business Combinations - Prelimi
Business Combinations - Preliminary Estimated Purchase Consideration (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 25, 2021 | Mar. 11, 2021 |
Cape Payment Companies | ||
Business Acquisition [Line Items] | ||
Shares transferred at closing | 2,564 | |
Value per share | $ 1.24 | |
Total share consideration | $ 3,179 | |
Plus: cash transferred to Cape Payment Companies | 12,000 | |
Total estimated consideration at closing | 15,179 | |
Contingent consideration | 1,686 | |
Total estimated consideration | $ 16,865 | |
Delivery Dudes | ||
Business Acquisition [Line Items] | ||
Shares transferred at closing | 3,562 | |
Value per share | $ 2.96 | |
Total share consideration | $ 10,545 | |
Total estimated consideration | 22,045 | |
Plus: cash transferred to Delivery Dudes members | $ 11,500 |
Business Combinations - Schedul
Business Combinations - Schedule of Preliminary Estimated Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Aug. 25, 2021 | Mar. 11, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 130,592 | $ 106,734 | $ 106,734 | ||
Cape Payment Companies | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 42 | ||||
Accounts receivable | 1,180 | ||||
Prepaid expenses and other current assets | 7 | ||||
Intangible assets | 6,850 | ||||
Other noncurrent assets | 17 | ||||
Accrued expenses and other current liabilities | (746) | ||||
Total assets acquired, net of liabilities assumed | 7,350 | ||||
Goodwill | 9,515 | ||||
Total estimated consideration | $ 16,865 | ||||
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 | 14,343 | ||||
Total estimated consideration | $ 22,045 |
Business Combinations - Summary
Business Combinations - Summary of Components of Identifiable Intangible Assets Acquired and Estimated Useful Lives as of Acquisition Date (Details) - USD ($) $ in Thousands | Aug. 25, 2021 | Mar. 11, 2021 | Sep. 30, 2021 |
Cape Payment Companies | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets | $ 6,850 | ||
Cape Payment Companies | Customer Relationships | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets, Amortizable Life (in years) | 7 years 6 months | ||
Identifiable intangible assets | $ 6,500 | ||
Cape Payment Companies | Trade Names | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets, Amortizable Life (in years) | 3 years | ||
Identifiable intangible assets | $ 350 | ||
Delivery Dudes | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets | $ 7,700 | ||
Delivery Dudes | Customer Relationships | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets, Amortizable Life (in years) | 7 years 6 months | 7 years 6 months | |
Identifiable intangible assets | $ 4,700 | ||
Delivery Dudes | Trade Names | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets, Amortizable Life (in years) | 3 years | ||
Identifiable intangible assets | $ 800 | ||
Delivery Dudes | Franchise Relationships | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets, Amortizable Life (in years) | 1 year | ||
Identifiable intangible assets | $ 250 | ||
Delivery Dudes | In-process Research and Development | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets, Amortizable Life (in years) | 2 years | ||
Identifiable intangible assets | $ 50 | ||
Delivery Dudes | 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 | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Acquisition [Line Items] | ||||
Net revenue | $ 43,448 | $ 55,622 | $ 146,021 | $ 165,405 |
Net income | $ 12,250 | $ 4,942 | $ 3,261 | $ 13,844 |
Accounts Receivable, Net - Sche
Accounts Receivable, Net - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Credit card receivables | $ 2,501 | $ 3,013 |
Residual commissions receivable | 1,384 | |
Receivables from restaurants and customers | 378 | 334 |
Accounts receivable | 4,263 | 3,347 |
Less: allowance for doubtful accounts and chargebacks | (285) | (393) |
Accounts receivable, net | $ 3,978 | $ 2,954 |
Intangibles Assets and Goodwi_3
Intangibles Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (26,746) | $ (20,327) |
Accumulated Impairment | (69,389) | (69,203) |
Intangible Assets, Net | 40,611 | |
Gross Carrying Amount | 136,751 | 113,454 |
Intangible Assets, Net | 40,616 | 23,924 |
Software | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 33,687 | 25,204 |
Accumulated Amortization | (8,523) | (6,099) |
Accumulated Impairment | (12,011) | (11,825) |
Intangible Assets, Net | 13,153 | 7,280 |
Trademarks/Trade name/Patents | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,555 | 5,405 |
Accumulated Amortization | (5,042) | (3,526) |
Intangible Assets, Net | 1,513 | 1,879 |
Customer Relationships | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 96,509 | 82,845 |
Accumulated Amortization | (13,181) | (10,702) |
Accumulated Impairment | (57,378) | (57,378) |
Intangible Assets, Net | $ 25,950 | $ 14,765 |
Intangibles Assets and Goodwi_4
Intangibles Assets and Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Intangible Assets [Line Items] | |||||
Capitalized computer software costs | $ 6,432 | $ 6,432 | |||
Amortization expense | $ 2,354 | $ 1,581 | 6,419 | $ 4,683 | |
Goodwill recorded during the period | 23,858 | $ 0 | |||
Delivery Dudes Acquisition | |||||
Intangible Assets [Line Items] | |||||
Goodwill recorded during the period | 14,343 | ||||
Cape Payment Companies | |||||
Intangible Assets [Line Items] | |||||
Goodwill recorded during the period | $ 9,515 | ||||
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 | Sep. 30, 2021USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
The remainder of 2021 | $ 2,072 |
2022 | 11,322 |
2023 | 9,076 |
2024 | 6,904 |
2025 | 4,526 |
Thereafter | 6,711 |
Intangible Assets, Net | $ 40,611 |
Intangibles Assets and Goodwi_6
Intangibles Assets and Goodwill - Schedule of Change in Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Beginning balance | $ 106,734 | $ 106,734 |
Acquisitions during the period | 23,858 | 0 |
Ending balance | $ 130,592 | $ 106,734 |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Accrued insurance expenses | $ 4,443 | $ 3,392 |
Accrued estimated workers' compensation expenses | 829 | 1,725 |
Accrued medical contingency | 370 | 448 |
Accrued sales tax payable | 230 | 418 |
Accrued cash incentives | 2,747 | 60 |
Other accrued expenses | 4,081 | 4,001 |
Unclaimed property | 2,123 | 1,679 |
Other current liabilities | 4,270 | 2,199 |
Total other current liabilities | $ 19,093 | $ 13,922 |
Debt - Schedule of Debt Obligat
Debt - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Coupon Rate Range in 2020 through 2Q21 | 3.99% | |
Maturity | 2022-03 | |
Long-term debt, gross | $ 84,511 | $ 98,983 |
Long term debt - related party | 81,671 | 94,218 |
Short-term loans for insurance financing | 2,331 | 2,726 |
Total outstanding debt | $ 84,002 | 96,944 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Maturity | 2023-11 | |
Long-term debt, gross | $ 35,007 | 49,479 |
Less: unamortized debt issuance costs | $ (2,351) | (3,541) |
Effective Interest Rate | 10.62% | |
Term Loan | Minimum | ||
Debt Instrument [Line Items] | ||
Coupon Rate Range in 2020 through 2Q21 | 5.125% | |
Term Loan | Maximum | ||
Debt Instrument [Line Items] | ||
Coupon Rate Range in 2020 through 2Q21 | 7.125% | |
Notes | ||
Debt Instrument [Line Items] | ||
Maturity | 2023-11 | |
Long-term debt, gross | $ 49,504 | 49,504 |
Less: unamortized debt issuance costs | $ (489) | $ (1,224) |
Effective Interest Rate | 6.49% | |
Notes | Minimum | ||
Debt Instrument [Line Items] | ||
Coupon Rate Range in 2020 through 2Q21 | 4.00% | |
Notes | Maximum | ||
Debt Instrument [Line Items] | ||
Coupon Rate Range in 2020 through 2Q21 | 6.00% |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | May 21, 2019 | Nov. 30, 2018 | |
Debt Instrument [Line Items] | |||||||
Interest expense, related outstanding debt | $ 1,751 | $ 2,117 | $ 5,333 | $ 7,521 | |||
Warrants exercisable for number of shares of common stock | 497,507 | 497,507 | 497,507 | ||||
Debt instrument, prepayment | $ 14,472 | $ 22,594 | |||||
Warrants issued to purchase common stock per share | $ 10.05 | $ 10.05 | |||||
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 certain issuances of additional shares. | ||||||
Amended Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, prepayment | $ 15,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 25 | $ 18 | $ 82 | $ 52 |
Employer payroll tax deferrals under CARES Act | $ 1,334 | $ 1,334 | ||
Percentage of employer payroll tax deferrals, payable in 2021 | 50.00% | |||
Percentage of employer payroll tax deferrals, payable in 2022 | 50.00% |
Commitments and Contingent Li_3
Commitments and Contingent Liabilities - Additional Information (Detail) $ in Thousands | Jul. 01, 2021USD ($) | Jun. 22, 2021USD ($) | Sep. 30, 2021USD ($)Partner | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)Partner | Sep. 30, 2020USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2020USD ($) |
Loss Contingencies [Line Items] | ||||||||
Operating lease expiration period | 2026-08 | |||||||
Operating lease right-of-use assets | $ 4,743 | $ 4,743 | ||||||
Operating lease liabilities | 1,654 | 1,654 | ||||||
Operating lease liabilities | 3,395 | 3,395 | ||||||
Operating lease costs | 463 | 1,317 | ||||||
Additional expense | (16,006) | $ 965 | (10,907) | $ 1,640 | ||||
Estimated loss exposure | (423) | (423) | ||||||
Long-term portion of estimated medical contingency claim | 53 | 53 | $ 16,987 | |||||
Current portion of accrued medical contingency | 370 | 370 | 448 | |||||
Outstanding workers compensation and auto policy reserves | $ 4,523 | $ 4,523 | 4,697 | |||||
Legal contingency settlement agreement date | June 22, 2021 | |||||||
Cash paid to plaintiff | $ 4,700 | |||||||
One-time payment in settlement agreement | $ 800 | |||||||
Number of restaurant partner | Partner | 10,000 | 10,000 | ||||||
Other Income | ||||||||
Loss Contingencies [Line Items] | ||||||||
Change in estimate of medical contingency | $ 16,715 | $ 16,715 | ||||||
Other Current Liabilities | ||||||||
Loss Contingencies [Line Items] | ||||||||
Current portion of accrued medical contingency | $ 370 | $ 370 | $ 448 | |||||
Adjustment | ||||||||
Loss Contingencies [Line Items] | ||||||||
Additional expense | $ 17,505 | |||||||
Understatement of accrued liability | $ 17,505 |
Commitments and Contingent Li_4
Commitments and Contingent Liabilities - Supplemental Cash Flow Information Weighted-average Lease Term and Discount Rate for Operating Leases (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Commitments And Contingencies Disclosure [Abstract] | |
Cash paid for operating lease liabilities (in thousands) | $ 1,184 |
Weighted-average remaining lease term (years) | 3 years 10 months 24 days |
Weighted-average discount rate | 5.00% |
Commitments and Contingent Li_5
Commitments and Contingent Liabilities - Summary of Future Minimum Lease Payments (Detail) $ in Thousands | Sep. 30, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
The remainder of 2021 | $ 504 |
2022 | 1,810 |
2023 | 1,148 |
2024 | 831 |
2025 | 803 |
Thereafter | 535 |
Total future lease payments | 5,631 |
Less: imputed interest | (582) |
Present value of operating lease liabilities | $ 5,049 |
Stock-Based Awards and Cash-B_3
Stock-Based Awards and Cash-Based Awards - Additional Information (Details) - USD ($) | Apr. 23, 2020 | Jan. 03, 2020 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 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 | $ 258,000 | $ 361,000 | $ 950,000 | $ 1,099,000 | |||||
Aggregate intrinsic value of awards exercised | 1,000 | 8,000 | 21,000 | 49,000 | |||||
Amended 2014 Stock Plan and 2018 Incentive Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Compensation expense | $ 1,635,000 | $ 1,728,000 | $ 6,100,000 | $ 3,178,000 | |||||
2018 Incentive Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock, reserved for issuance | 5,008,194 | 5,008,194 | |||||||
Grants under plan | 500,000 | 9,572,397 | |||||||
Exercise price of options | $ 0.39 | $ 0.44 | $ 0.39 | $ 0.44 | $ 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 | ||||||||
Unrecognized compensation cost related to unvested stock options | $ 314,000 | $ 314,000 | |||||||
Weighted average remaining vesting period | 3 months 18 days | ||||||||
2018 Incentive Plan | RSUs and RSAs | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares outstanding | 8,932,741 | 4,918,102 | 8,932,741 | 4,918,102 | 4,558,603 | 3,182,639 | |||
Shares granted | 7,885,960 | 4,227,501 | |||||||
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 percentage | 50.00% | ||||||||
Vesting right | the options vest 50% on each of the first two anniversaries of the grant date. | ||||||||
Vesting period | 2 years | ||||||||
Exercise term | 5 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 | 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] | |||||||||
Shares granted | 7,885,960 | ||||||||
Aggregate grant date fair value | $ 16,683,000 | ||||||||
2018 Incentive Plan and Amended 2018 Plan | RSUs and RSAs | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Compensation expense | $ 1,377,000 | $ 1,367,000 | 5,150,000 | $ 2,079,000 | |||||
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 | $ 16,893,000 | 16,893,000 | |||||||
Weighted average remaining vesting period | 2 years 8 months 4 days | ||||||||
Fair value of restricted shares vested | $ 1,219,000 | $ 177,000 | $ 6,605,000 | $ 1,330,000 | |||||
2018 Incentive Plan and Amended 2018 Plan | Grimstad Option | Grimstad RSU Grant | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares granted | 3,500,000 | ||||||||
Aggregate grant date fair value | $ 8,960,000 | ||||||||
2018 Incentive Plan and Amended 2018 Plan | Non-employee Directors | Time-based RSUs | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares granted | 600,960 | ||||||||
2018 Incentive Plan and Amended 2018 Plan | Employees and Consultants | Time-based RSUs | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period | 3 years | ||||||||
Shares granted | 3,785,000 |
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 | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 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 | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 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 | (12,012) | (56,814) |
Number of Shares, Forfeited | (524,830) | (99,657) |
Number of Shares, Expired | (34,151) | (94,511) |
Number of Shares, Ending balance | 9,682,264 | 9,767,136 |
Weighted Average Exercise Price, Beginning balance | $ 0.43 | $ 3.66 |
Weighted Average Exercise Price, Granted | 2.78 | 0.37 |
Weighted Average Exercise Price, Exercised | 0.92 | 0.69 |
Weighted Average Exercise Price, Forfeited | 2.95 | 5.70 |
Weighted Average Exercise Price, Expired | 7.19 | 2.96 |
Weighted Average Exercise Price, Ending balance | 0.39 | 0.44 |
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 | 4.36 | 3.60 |
Weighted Average Grant Date Fair Value, Forfeited | 2.32 | 5.72 |
Weighted Average Grant Date Fair Value, Expired | 5.10 | 5.48 |
Weighted Average Grant Date Fair Value, Ending balance | $ 0.29 | $ 0.33 |
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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Options Fully Vested and Expected to Vest, Number of Options | 9,682,264 | 9,753,257 |
Options Fully Vested and Expected to Vest, Weighted-average remaining contractual term (years) | 3 years 3 months 14 days | 4 years 25 days |
Options Fully Vested and Expected to Vest, Weighted-average exercise price | $ 0.39 | $ 0.43 |
Options Fully Vested and Expected to Vest, Aggregate Intrinsic Value (in thousands) | $ 4,936 | $ 23,285 |
Options Exercisable, Number of Options | 4,892,673 | 132,846 |
Options Exercisable, Weighted-average remaining contractual term (years) | 3 years 3 months 25 days | 6 years 9 months 25 days |
Options Exercisable, Weighted-average exercise price | $ 0.41 | $ 3.20 |
Options Exercisable, Aggregate Intrinsic Value (in thousands) | $ 2,469 | $ 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 | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 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 | 7,885,960 | 4,227,501 | ||
Number of Shares, Vested | (2,840,230) | (588,054) | ||
Number of Shares, Forfeitures | (671,592) | (1,903,984) | ||
Number of Shares, Nonvested, Ending balance | 8,932,741 | 4,918,102 | 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 | 2.12 | 2.27 | ||
Weighted Average Grant Date Fair Value, Shares Vested | 2.22 | 1.94 | ||
Weighted Average Grant Date Fair Value, Shares Forfeitures | 2.25 | 1.45 | ||
Weighted Average Grant Date Fair Value, Nonvested, Ending balance | $ 2.13 | $ 2.08 | $ 2.23 | $ 1.42 |
Weighted Average Remaining Contractual Term (years) | 2 years 8 months 4 days | 1 year 8 months 26 days | 1 year 8 months 15 days | 2 years 1 month 28 days |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | May 21, 2019 | Nov. 30, 2018 |
Class Of Stock [Line Items] | ||||||||
Common stock, shares authorized | 249,000,000 | 249,000,000 | 249,000,000 | |||||
Common stock, shares issued | 126,616,410 | 126,616,410 | 111,259,037 | |||||
Common stock, shares outstanding | 126,616,410 | 126,616,410 | 111,259,037 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Number of votes per share | one vote per share | |||||||
Gross proceeds from issuance of common stock | $ 7,900 | $ 47,574 | ||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||
Warrants issued to purchase common stock per share | $ 10.05 | $ 10.05 | ||||||
Warrants exercisable for number of shares of common stock | 497,507 | 497,507 | 497,507 | |||||
Debt warrant expiration date | Nov. 15, 2022 | |||||||
Common Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares issued | 6,683,823 | 7,587,655 | 6,683,823 | 23,698,720 | ||||
ATM Program | Common Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Aggregate offering amount | $ 30,000 | |||||||
Common stock, shares issued | 6,683,823 | |||||||
Stock issued, price per share | $ 1.20 | $ 1.20 | ||||||
Gross proceeds from issuance of common stock | $ 8,035 | |||||||
Net proceeds from issuance of common stock after deducting sales commissions | $ 7,900 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Average annual inflation rate | 3.50% | ||
Estimated loss exposure | $ (423,000) | $ (423,000) | |
Fair value, transfer of assets from level 1 to level 2 | 0 | 0 | |
Fair value, transfer of assets from level 2 to level 1 | 0 | 0 | |
Fair value, transfer of liabilities from level 1 to level 2 | 0 | 0 | |
Fair value, transfer of liabilities from level 2 to level 1 | 0 | 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 | $ 0 |
Other Income | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Change in estimate of medical contingency | $ 16,715,000 | $ 16,715,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Liabilities | ||
Accrued medical contingency | $ 423 | $ 17,435 |
Contingent consideration | 1,686 | |
Total liabilities measured and recorded at fair value | 2,109 | 17,435 |
Level 3 | ||
Liabilities | ||
Accrued medical contingency | 423 | 17,435 |
Contingent consideration | 1,686 | |
Total liabilities measured and recorded at fair value | $ 2,109 | $ 17,435 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Reconciliation of Accrued Medical Contingency Liability Classified as Level 3 Financial Instruments (Details) - Fair Value, Measurements, Recurring - Level 3 - Medical Contingency - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value Net Derivative Asset Liability Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Balance, beginning of the period | $ 17,182 | $ 17,767 | $ 17,435 | $ 17,883 |
Increases/additions | 84 | |||
Reductions/settlements | (16,759) | (262) | (17,096) | (378) |
Balance, end of the period | $ 423 | $ 17,505 | $ 423 | $ 17,505 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Reconciliation of Contingent Consideration Liability Classified as Level 3 Financial Instruments (Details) - Fair Value, Measurements, Recurring - Level 3 - Contingent Consideration $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value Net Derivative Asset Liability Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Increases/additions | $ 1,686 |
Balance, end of the period | $ 1,686 |
Earnings Per Share Attributab_3
Earnings Per Share Attributable to Common Stockholders - Schedule of Calculation of Basic and Diluted Income Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Basic income per share: | ||||
Net income attributable to common stockholders - basic | $ 12,250 | $ 4,644 | $ 2,897 | $ 13,195 |
Weighted average number of shares outstanding | 119,823,181 | 109,181,847 | 115,961,454 | 93,763,069 |
Basic income per common share | $ 0.10 | $ 0.04 | $ 0.02 | $ 0.14 |
Diluted income per share: | ||||
Net income attributable to common stockholders - diluted | $ 12,250 | $ 4,644 | $ 2,897 | $ 13,195 |
Weighted average number of shares outstanding | 119,823,181 | 109,181,847 | 115,961,454 | 93,763,069 |
Effect of dilutive securities: | ||||
Weighted average diluted shares | 130,167,296 | 123,785,750 | 128,279,820 | 102,519,454 |
Diluted income per common share | $ 0.09 | $ 0.04 | $ 0.02 | $ 0.13 |
Stock Options | ||||
Effect of dilutive securities: | ||||
Dilutive securities | 6,733,754 | 8,433,152 | 7,604,969 | 5,107,989 |
Restricted Stock Units (RSUs) | ||||
Effect of dilutive securities: | ||||
Dilutive securities | 3,610,361 | 6,170,751 | 4,713,397 | 3,648,396 |
Earnings Per Share Attributab_4
Earnings Per Share Attributable to Common Stockholders - Additional Information (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Conversion of notes into common stock | 4,925,783 | 4,925,783 | 4,714,678 | 4,714,678 |
Earnings Per Share Attributab_5
Earnings Per Share Attributable to Common Stockholders - Schedule of Securities Outstanding Excluded From Fully Diluted Calculations (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stock Options | ||||
Stock Options, Restricted Stock Units and Warrants | 19,800 | 70,045 | 19,800 | 70,045 |
Restricted Stock Units | ||||
Stock Options, Restricted Stock Units and Warrants | 6,838,412 | 34,974 | 6,838,412 | 34,974 |
Warrants | ||||
Stock Options, Restricted Stock Units and Warrants | 497,507 | 476,185 | 497,507 | 476,185 |