UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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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
(Exact name of Registrant as specified in its Charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: 1-
______________________
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 ☒ NO ☐
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 ☒ NO ☐
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.
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Large accelerated filer |
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Accelerated filer |
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☒ |
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Non-accelerated filer |
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☐ |
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Smaller reporting company |
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Emerging growth company |
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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.
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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The number of shares of Registrant’s Common Stock outstanding as of August 4, 2020 was
Table of Contents
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Page |
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PART I |
1 |
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Item 1. |
1 |
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Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019 |
1 |
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2 |
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Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2020 and 2019 |
3 |
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4 |
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6 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
22 |
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Item 3. |
33 |
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Item 4. |
33 |
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PART II |
34 |
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Item 1. |
34 |
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Item 1A. |
34 |
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Item 2. |
35 |
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Item 3. |
35 |
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Item 4. |
35 |
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Item 5. |
35 |
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Item 6. |
36 |
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37 |
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)
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June 30, |
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December 31, |
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2020 |
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2019 |
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Unaudited |
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ASSETS |
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CURRENT ASSETS |
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Cash |
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$ |
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$ |
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Accounts receivable, net |
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Capitalized contract costs, current |
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Prepaid expenses and other current assets |
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TOTAL CURRENT ASSETS |
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Property and equipment, net |
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Capitalized contract costs, noncurrent |
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Goodwill |
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Intangible assets, net |
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Other noncurrent assets |
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TOTAL ASSETS |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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LIABILITIES: |
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CURRENT LIABILITIES |
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Current portion of Term Loans |
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$ |
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$ |
— |
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Accounts payable |
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Restaurant food liability |
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Accrued payroll |
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Short-term loans |
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Deferred revenue, current |
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Income tax payable |
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Other current liabilities |
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TOTAL CURRENT LIABILITIES |
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Long-term debt |
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Accrued workers’ compensation liability |
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Deferred revenue, noncurrent |
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— |
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Other noncurrent liabilities |
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TOTAL LIABILITIES |
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Commitment and contingencies (Note 10) |
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STOCKHOLDERS’ EQUITY: |
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Common stock, $ and December 31, 2019, respectively |
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Additional paid in capital |
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Accumulated deficit |
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( |
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( |
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TOTAL STOCKHOLDERS’ EQUITY |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
1
WAITR HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2020 |
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2019 |
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2020 |
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2019 |
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REVENUE |
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$ |
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$ |
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$ |
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$ |
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COSTS AND EXPENSES: |
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Operations and support |
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Sales and marketing |
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Research and development |
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General and administrative |
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Depreciation and amortization |
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Intangible and other asset impairments |
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— |
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Loss on disposal of assets |
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TOTAL COSTS AND EXPENSES |
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INCOME (LOSS) FROM OPERATIONS |
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( |
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( |
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OTHER EXPENSES (INCOME) AND LOSSES (GAINS), NET |
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Interest expense |
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Interest income |
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( |
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( |
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( |
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( |
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Other expense (income) |
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( |
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( |
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NET INCOME (LOSS) BEFORE INCOME TAXES |
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( |
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( |
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Income tax expense (benefit) |
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( |
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NET INCOME (LOSS) |
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$ |
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$ |
( |
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$ |
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$ |
( |
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INCOME (LOSS) PER SHARE: |
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Basic |
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$ |
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$ |
( |
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$ |
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$ |
( |
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Diluted |
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$ |
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$ |
( |
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$ |
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$ |
( |
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Weighted average shares used to compute net income (loss) per share: |
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Weighted average common shares outstanding – basic |
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Weighted average common shares outstanding – diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
2
WAITR HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
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Six Months Ended June 30, |
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2020 |
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2019 |
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Cash flows from operating activities: |
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Net income (loss) |
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$ |
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$ |
( |
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Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
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Non-cash interest expense |
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Non-cash advertising expense |
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Stock-based compensation |
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Equity issued in exchange for services |
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Loss on disposal of assets |
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Depreciation and amortization |
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Intangible and other asset impairments |
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Amortization of capitalized contract costs |
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Other non-cash income |
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( |
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Changes in assets and liabilities: |
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Accounts receivable |
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( |
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( |
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Capitalized contract costs |
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( |
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( |
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Prepaid expenses and other current assets |
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( |
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Accounts payable |
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( |
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Restaurant food liability |
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( |
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Deferred revenue |
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( |
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( |
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Income tax payable |
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( |
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Accrued payroll |
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( |
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Accrued workers’ compensation liability |
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( |
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( |
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Other current liabilities |
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( |
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Other noncurrent liabilities |
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Net cash provided by (used in) operating activities |
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( |
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Cash flows from investing activities: |
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Purchases of property and equipment |
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( |
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Acquisition of Bite Squad, net of cash acquired |
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( |
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Other acquisitions |
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( |
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Collections on notes receivable |
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Internally developed software |
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( |
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( |
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Proceeds from sale of property and equipment |
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Net cash used in investing activities |
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( |
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( |
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Cash flows from financing activities: |
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Waitr shares redeemed for cash |
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( |
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Proceeds from issuance of stock |
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Equity issuance costs |
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( |
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( |
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Proceeds from Additional Term Loans |
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Proceeds from short-term loans |
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Payments on short-term loans |
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( |
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( |
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Proceeds from exercise of stock options |
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Taxes paid related to net settlement on stock-based compensation |
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( |
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( |
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Net cash provided by financing activities |
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Net change in cash |
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( |
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Cash, beginning of period |
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Cash, end of period |
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$ |
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$ |
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Supplemental disclosures of cash flow information: |
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Cash paid during the period for state income taxes |
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$ |
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$ |
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Cash earned during the period for interest |
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Cash paid during the period for interest |
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Supplemental disclosures of non-cash investing and financing activities: |
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Stock issued as consideration in Bite Squad acquisition |
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Conversion of convertible notes to stock |
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Stock issued in connection with Additional Term Loans |
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Non-cash gain on debt extinguishment |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
WAITR HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
THREE AND SIX MONTHS ENDED JUNE 30, 2020
(in thousands, except share data)
(unaudited)
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Three Months Ended June 30, 2020 |
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Common stock |
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Additional paid in capital |
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Accumulated deficit |
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Total stockholders’ equity |
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Shares |
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Amount |
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Balances at March 31, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
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Net income |
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— |
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— |
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— |
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Exercise of stock options and vesting of restricted stock units |
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— |
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— |
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Taxes paid related to net settlement on stock-based compensation |
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— |
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— |
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( |
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— |
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( |
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Stock-based compensation |
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— |
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— |
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— |
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Stock issued for conversion of Notes |
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— |
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Issuance of common stock |
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— |
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Balances at June 30, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
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Six Months Ended June 30, 2020 |
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Common stock |
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Additional paid in capital |
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Accumulated deficit |
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Total stockholders’ equity |
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Shares |
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Amount |
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Balances at December 31, 2019 |
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$ |
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$ |
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$ |
( |
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$ |
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Net income |
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— |
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— |
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— |
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Exercise of stock options and vesting of restricted stock units |
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— |
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— |
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Taxes paid related to net settlement on stock-based compensation |
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— |
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— |
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( |
) |
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— |
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( |
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Stock-based compensation |
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— |
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— |
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— |
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Stock issued for conversion of Notes |
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— |
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Issuance of common stock |
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— |
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Balances at June 30, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
WAITR HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
THREE AND SIX MONTHS ENDED JUNE 30, 2019
(in thousands, except share data)
(unaudited)
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Three Months Ended June 30, 2019 |
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Common stock |
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Additional paid in capital |
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Accumulated deficit |
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Total stockholders’ equity |
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Shares |
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Amount |
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Balances at March 31, 2019 |
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$ |
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$ |
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$ |
( |
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$ |
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Net loss |
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— |
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— |
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— |
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( |
) |
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( |
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Gain on debt extinguishment |
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— |
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— |
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— |
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Exercise of stock options and vesting of restricted stock units |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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Equity issued in exchange for services |
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— |
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— |
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— |
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Public Warrants exchanged for common stock |
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— |
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— |
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( |
) |
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