wtrh-20220331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________

FORM 10-Q

_______________________________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-37788

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WAITR HOLDINGS INC.

(Exact name of Registrant as specified in its Charter)

_______________________________________________________


Delaware			26-3828008
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
214 Jefferson Street, Suite 200 Lafayette, Louisiana			70501
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: 1-337-534-6881

______________________

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, Par Value $0.0001 Per Share

WTRH

The Nasdaq Stock Market LLC

______________________

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO o

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES x NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	x

Non-accelerated filer	o	Smaller reporting company	o

Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO x

TABLE_CONTENTS

The number of shares of Registrant’s Common Stock outstanding as of May 4, 2022 was 158,435,522.

TABLE_CONTENTS

Table of Contents


		Page
PART I	Financial Information	1
Item 1.	Condensed Consolidated Financial Statements (unaudited)	1
	Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 202 1	1
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2022 and 202 1	2
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31 , 2022 and 2021	3
	Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 3 1 , 202 2 and 202 1	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34

PART II	Other Information	36
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	38

	Signatures	39

TABLE_CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

WAITR HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)


	March 31, 2022		December 31, 2021
	Unaudited
ASSETS
CURRENT ASSETS
Cash	$	54,877	$	60,111
Accounts receivable, net	3,875		3,027
Capitalized contract costs, current	1,285		1,170
Prepaid expenses and other current assets	5,293		8,706
TOTAL CURRENT ASSETS	65,330		73,014
Property and equipment, net	3,137		3,763
Capitalized contract costs, noncurrent	3,346		3,183
Goodwill	63,434		130,624
Intangible assets, net	43,000		43,126
Operating lease right-of-use assets	3,901		4,327
Other noncurrent assets	999		1,070
TOTAL ASSETS	$	183,147	$	259,107
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES:
CURRENT LIABILITIES
Accounts payable	$	5,985	$	7,018
Restaurant food liability	2,591		3,327
Accrued payroll	1,446		2,988
Short-term loans for insurance financing	1,293		3,142
Income tax payable	90		74
Operating lease liabilities	1,420		1,581
Other current liabilities	20,055		19,309
TOTAL CURRENT LIABILITIES	32,880		37,439
Long term debt - related party	82,284		81,977
Accrued medical contingency	—		53
Operating lease liabilities, net of current portion	2,745		3,034
Other noncurrent liabilities	59		2,115
TOTAL LIABILITIES	117,968		124,618
Commitments and contingent liabilities (Note 10)
STOCKHOLDERS’ EQUITY:
Common stock, $0.0001 par value; 249,000,000 shares authorized and 155,705,647 and 146,094,300 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	15		15
Additional paid in capital	511,515		503,609
Accumulated deficit	(446,351)		(369,135)
TOTAL STOCKHOLDERS’ EQUITY	65,179		134,489
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	183,147	$	259,107

The accompanying notes are an integral part of these condensed consolidated financial statements.

TABLE_CONTENTS

WAITR HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

(unaudited)


	Three Months Ended March 31,
		2022		2021
REVENUE		$	35,040	$	50,930
COSTS AND EXPENSES:
Operations and support		20,279		30,338
Sales and marketing		6,253		4,016
Research and development		1,311		999
General and administrative		11,545		10,186
Depreciation and amortization		3,065		2,917
Goodwill impairment		67,190		—

Gain on disposal of assets		(17)		(3)
TOTAL COSTS AND EXPENSES		109,626		48,453
(LOSS) INCOME FROM OPERATIONS		(74,586)		2,477
OTHER EXPENSES AND LOSSES, NET
Interest expense		1,704		1,901



Other expense		910		4,264
NET LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(77,200)		(3,688)
Income tax expense		16		24
NET LOSS FROM CONTINUING OPERATIONS		$	(77,216)	$	(3,712)
LOSS PER SHARE:
Basic		$	(0.50)	$	(0.03)
Diluted		$	(0.50)	$	(0.03)
Weighted average shares used to compute net loss per share:
Weighted average common shares outstanding – basic		153,629,968		112,334,094
Weighted average common shares outstanding – diluted		153,629,968		112,334,094

The accompanying notes are an integral part of these condensed consolidated financial statements.

TABLE_CONTENTS

WAITR HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2022		2021
Cash flows from operating activities:
Net loss	$	(77,216)	$	(3,712)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Non-cash interest expense	310		772
Stock-based compensation	1,671		2,078
Gain on disposal of assets	(17)		(3)
Depreciation and amortization	3,065		2,917
Goodwill impairment	67,190		—

Amortization of capitalized contract costs

SEC Form 10-Q filed by Waitr Holdings Inc.