wtrh-20230331

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, 2023


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

_______________________________________________________

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: None

______________________

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	o

Non-accelerated filer	x	Smaller reporting company	x

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

The number of shares of Registrant’s common stock outstanding as of May 9, 2023 was 13,502,270.

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, 2023 and December 31, 202 2	1
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 202 2	2
	Condensed Consolidated Statements of Cash Flows for the three months ended March 3 1 , 202 3 and 202 2	3
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three months ended M arch 3 1 , 202 3 and 202 2	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
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	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39

	Signatures	40

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, 2023		December 31, 2022
	Unaudited
ASSETS
CURRENT ASSETS
Cash	$	6,289	$	12,066
Accounts receivable, net	3,010		3,982
Capitalized contract costs, current	1,574		1,559
Prepaid expenses and other current assets	4,366		5,997
TOTAL CURRENT ASSETS	15,239		23,604
Property and equipment, net	592		808
Capitalized contract costs, noncurrent	3,065		3,403
Goodwill	9,536		9,536
Intangible assets, net	6,819		7,065
Operating lease right-of-use assets	2,649		2,917
Other noncurrent assets	772		812
TOTAL ASSETS	$	38,672	$	48,145
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES:
CURRENT LIABILITIES
Accounts payable	$	4,398	$	5,689
Restaurant food liability	941		1,282
Accrued payroll	606		1,672
Short-term loans for insurance financing	916		1,892
Income tax payable	81		74
Operating lease liabilities	936		1,023
Other current liabilities	17,574		17,596
TOTAL CURRENT LIABILITIES	25,452		29,228
Long term debt - related party	54,673		53,901

Operating lease liabilities, net of current portion	1,880		2,079
Other noncurrent liabilities	16		28
TOTAL LIABILITIES	82,021		85,236
Commitments and contingent liabilities (Note 10)
STOCKHOLDERS’ EQUITY (DEFICIT):
Common stock, $0.0001 par value; 249,000,000 shares authorized and 13,444,759 and 12,955,299 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	21		21
Additional paid in capital	540,022		538,812
Accumulated deficit	(583,392)		(575,924)
TOTAL STOCKHOLDERS’ DEFICIT	(43,349)		(37,091)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	38,672	$	48,145

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,
		2023		2022
REVENUE		$	16,704	$	35,040
COSTS AND EXPENSES:
Operations and support		8,211		20,279
Sales and marketing		4,568		6,253
Research and development		1,160		1,311
General and administrative		8,719		11,545
Depreciation and amortization		457		3,065
Goodwill impairment		—		67,190

Gain on disposal of assets		(11)		(17)
TOTAL COSTS AND EXPENSES		23,104		109,626
LOSS FROM OPERATIONS		(6,400)		(74,586)
OTHER EXPENSES AND LOSSES, NET
Interest expense		935		1,704



Other expense		126		910
NET LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(7,461)		(77,200)
Income tax expense		7		16
NET LOSS FROM CONTINUING OPERATIONS		$	(7,468)	$	(77,216)
LOSS PER SHARE:
Basic and diluted		$	(0.56)	$	(10.05)

Weighted average shares used to compute net loss per share:
Weighted average common shares outstanding – basic and diluted		13,425,270		7,681,498

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,
	2023		2022
Cash flows from operating activities:
Net loss	$	(7,468)	$	(77,216)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense	911		310

Stock-based compensation	1,065		1,671
Gain on disposal of assets	(11)		(17)
Depreciation and amortization	457		3,065
Goodwill impairment	—		67,190

Amortization of capitalized contract costs	390		302

Change in fair value of contingent consideration liability	—		81

Other	(18)		(24)
Changes in assets and liabilities:
Accounts receivable	972		(848)
Capitalized contract costs	(67)		(580)
Prepaid expenses and other current assets	1,631		3,413
Other noncurrent assets	38		93
Accounts payable	(1,291)		(1,033)
Restaurant food liability	(341)		(736)
Income tax payable	7		16
Accrued payroll	(1,066)		(1,542)
Accrued medical contingency	—		(53)

Other current liabilities	(27)		(940)
Other noncurrent liabilities	(6)		(387)
Net cash used in operating activities	(4,824)		(7,235)
Cash flows from investing activities:
Purchases of property and equipment	—		(26)
Internally developed software	—		(

SEC Form 10-Q filed by Waitr Holdings Inc.