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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________
FORM 8-K
_______________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 11, 2022 (March 9, 2022)
WAITR HOLDINGS INC.
(Exact name of Registrant as Specified in Its Charter)
_______________________________________
Delaware001-3778826-3828008
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
214 Jefferson StreetSuite 200
LafayetteLouisiana
70501
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code: (337) 534-6881
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
_______________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par Value $0.0001 Per ShareWTRHThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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



Item 2.02 Results of Operations and Financial Condition.
On March 11, 2022, Waitr Holdings Inc. (the “Company”) issued a press release announcing the Company’s fourth quarter and full year 2021 financial results. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 2.02, including Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except expressly set forth by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director’s Decision Not to Stand for Re-election
On March 9, 2022, Pouyan Salehi provided notice to the Company of his decision not to stand for re-election as a director at the upcoming 2022 annual meeting of stockholders scheduled for June 2022 (“Annual Meeting”), due to his 36-month nomination right originating from the January 2019 BiteSquad acquisition by the Company having recently expired and his increased external business and personal commitments. The decision of Mr. Salehi not to stand for re-election was not because of a disagreement with the Company on any matter relating to Company operations, policies or practices, and Mr. Salehi will continue to serve as a director, as well as a member of the audit committee and corporate governance and nominating committee, through the Annual Meeting date. The Company is grateful for, and appreciative of, Mr. Salehi’s service.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
1


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
WAITR HOLDINGS INC.
Date: March 11, 2022By:/s/ Thomas C. Pritchard
Name: Thomas C. Pritchard
Title: General Counsel
2

Exhibit 99.1
Waitr Reports Fourth Quarter and Full Year 2021 Results
LAFAYETTE, LA, March 11, 2022 — Waitr Holdings Inc. (Nasdaq: WTRH) (“Waitr” or the “Company”), a leader in on-demand ordering and delivery, today reported financial results for the fourth quarter and year ended December 31, 2021.
Fourth Quarter and Full Year 2021 Highlights
Revenue for the fourth quarter of 2021 was $38.6 million, compared to $46.8 million for the fourth quarter of 2020. Revenue in the fourth quarter of 2021 decreased approximately 11% from revenues of $43.4 million for the third quarter in 2021, a comparable percentage decrease for the fourth quarter of 2020 compared to the third quarter of 2020. For the year ended December 31, 2021, revenue was $182.2 million, compared to $204.3 million for the year ended December 31, 2020.
Net loss for the fourth quarter of 2021 was $8.1 million, or $0.06 per share, compared to net income of $2.6 million in the fourth quarter of 2020, or $0.02 per share.  Net loss for the fourth quarter of 2021 was $8.1 million compared to net income of $12.3 for the third quarter of 2021. Net loss for the year ended December 31, 2021 was $5.2 million, or $0.04 per share, compared to net income of $15.8 million, or $0.15 per share for the year ended December 31, 2020. 
Adjusted EBITDA1 for the fourth quarter of 2021 was $1.7 million, compared to $9.9 million for the fourth quarter of 2020. Adjusted EBITDA for the fourth quarter of 2021 was $1.7 million, compared to $3.1 million in the third quarter of 2021. Adjusted EBITDA for the year ended December 31, 2021 was $15.6 million, compared to $43.4 million for the year ended December 31, 2020.
As of December 31, 2021, cash on hand was $60.1 million.
In the fourth quarter of 2021, we continued to focus our efforts on further supplementing our offerings and diversifying the Company beyond third-party food delivery as well as investing in technology and integrations in several key business areas, with the goal of positioning ourselves for long-term growth.
“Our strategy is to expand our ecosystem, which today is comprised of our restaurants, diners and independent contractor drivers, through the enhancement of our platforms and providing additional products and services. We continue to invest in integrated commerce technologies, such as Olo Dispatch and Google Food Ordering, which are important steps in pursuing our overall growth strategy,” said Carl Grimstad, Chairman and CEO of Waitr.
Additionally, Mr. Grimstad emphasized, “While 2021 presented challenges, including impacts from the ongoing pandemic and hurricanes in our core Southeast markets, we continued to focus our efforts on enhancing our platforms and providing quality service to our restaurant partners and diners. We invested in product and engineering personnel during 2021 and made additions to our technology management team during the first quarter of 2022, which should benefit us as we plan to expand our delivery verticals. We delivered over $540 million in Gross Food Sales2 for our restaurant and business partners to consumers during 2021 through over 100,000 independent contractor drivers resulting in payments to these independent contractor drivers of over $104 million.”
Through our recent acquisitions in August 2021, we now facilitate merchant and restaurant access to third parties that provide payment processing solutions. Preliminary feedback has been positive with respect to our marketing efforts and to date we have facilitated access to third-party processing services for approximately 1,900 merchants with an annualized volume3 of approximately $900 million.
Another one of our strategies is to “deliver anything”. Our goal is to deliver any product to a consumer desiring same day delivery. With respect to this deliver anything strategy, we have initiated several integrations expected to be completed by mid-2022 with other companies to deliver their products. We continue to have positive conversations with stadiums throughout the US to offer our platform to enhance their fan bases experiences throughout the venues.
1Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of GAAP net income (loss) to Adjusted EBITDA is included in the “Non-GAAP Financial Measure/Adjusted EBITDA” table below.
2Gross Food Sales is a non-GAAP financial measure calculated as the total food and beverage sales, sales taxes, prepaid gratuities, and diner fees processed through our platforms during a given period.
3Volume is a non-GAAP financial measure calculated as the total credit card sales for the month of January 2022 processed for the merchants in our portfolio.



On December 17, 2021, the Company announced that it had entered into a non-binding letter of intent (“LOI”) to acquire Retail Innovation Labs Inc. dba Cova (“Cova”). The parties mutually agreed on March 10, 2022 that they are no longer pursuing a business combination as contemplated in the LOI (and as announced in December 2021), but continue to discuss a potential business relationship involving facilitating Cova customers access to third parties that provide payment processing solutions. The Company believes that such an arrangement can be mutually beneficial and will allow both parties to continue to execute their respective business strategies without affecting a business combination. These discussions remain preliminary and there can be no assurance that a definitive agreement with respect to this arrangement will be entered into or consummated in the near term or at all.
“Additionally, as previously announced, we have acquired the “ASAP.com” domain name in connection with our rebranding strategy. We expect that “ASAP” will serve as the foundation of our brand moving forward, as we believe it better embodies the future direction of our Company in which you can get everything ASAP,” concluded Mr. Grimstad.
Full Year 2021 Key Business Metrics
Average Daily Orders were 32,859 for the full year of 2021.
Active Diners as of December 31, 2021 were approximately 1.7 million.
Fourth Quarter 2021 Earnings Conference Call
The Company will host a conference call to discuss fourth quarter and full year 2021 financial results today at 5 p.m. ET. The conference call will be webcast live from the Company’s investor relations website at http://investors.waitrapp.com. The call can also be accessed live over the phone by dialing (888) 256-1007, or for international callers (323) 994-2093. A replay will be available one hour after the call and can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers; the conference ID is 3600193. The replay will be available until Friday, March 18, 2022.
About Waitr Holdings Inc.
Founded in 2013 and based in Lafayette, Louisiana, Waitr operates an online ordering technology platform, providing delivery, carryout and dine-in options. Waitr, along with Bite Squad and Delivery Dudes, connect local restaurants and grocery stores to diners in underserved U.S. markets. Additionally, Waitr facilitates access to third parties that provide payment processing solutions for restaurants and other merchants. Together, they are a convenient way to discover, order and receive great food and other products from local restaurants, national chains and grocery stores. As of December 31, 2021, Waitr, Bite Squad and Delivery Dudes operate in approximately 1,000 cities throughout the United States.
Cautionary Note Concerning Forward-Looking Statements
This press release contains “forward-looking statements,” as defined by the federal securities laws, including statements regarding the Company’s financial results, implementation of strategic initiatives and future performance of the Company. Forward-looking statements reflect Waitr’s current expectations and projections about future events, and thus involve uncertainty and risk. The words “believe,” “strategy,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “might,” “plan,” “estimate,” “intend,” “predict,” “potential,” “continue,” and the negatives of these words and other similar expressions generally identify forward-looking statements. Such forward-looking statements are subject to various risks and uncertainties, including the impact of the coronavirus (COVID-19) pandemic on the Company’s business and operations, and those described under the section entitled “Risk Factors” in Waitr’s Annual Report on Form 10-K for the year ended December 31, 2021, which will be filed with the SEC on March 11, 2022, as such factors may be updated from time to time in Waitr’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in Waitr’s filings with the SEC. While forward-looking statements reflect Waitr’s good faith beliefs, they are not guarantees of future performance. Waitr disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Waitr.



Contacts:
Investors
WaitrIR@icrinc.com
Media
WaitrPR@icrinc.com



WAITR HOLDINGS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
Three Months Ended December 31,Twelve Months Ended December 31,
2021202020212020
REVENUE$38,649 $46,845 $182,194 $204,328 
COSTS AND EXPENSES:
Operations and support21,945 24,919 108,599 109,240 
Sales and marketing5,717 3,388 19,198 12,242 
Research and development993 805 4,156 4,262 
General and administrative11,508 10,730 45,042 42,982 
Depreciation and amortization3,477 2,135 12,429 8,377 
Intangible and other asset impairments— 186 30 
(Gain) loss on disposal of assets(12)158 20 
TOTAL COSTS AND EXPENSES43,628 41,983 189,768 177,153 
INCOME (LOSS) FROM OPERATIONS(4,979)4,862 (7,574)27,175 
OTHER EXPENSES (INCOME) AND LOSSES (GAINS), NET
Interest expense1,741 1,937 7,074 9,458 
Interest income— (7)— (102)
Other (income) expense1,464 221 (9,443)1,861 
NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES(8,184)2,711 (5,205)15,958 
Income tax (benefit) expense(58)70 24 122 
NET INCOME (LOSS) FROM CONTINUING OPERATIONS$(8,126)$2,641 $(5,229)$15,836 
INCOME (LOSS) PER SHARE:    
Basic$(0.06)$0.02 $(0.04)$0.16 
Diluted$(0.06)$0.02 $(0.04)$0.15 
Weighted-average shares used to compute net income (loss) per share:
Weighted average common shares outstanding – basic134,338,607 110,996,943 120,593,501 98,095,081 
Weighted average common shares outstanding – diluted134,338,607 125,018,776 120,593,501 108,175,022 



WAITR HOLDINGS INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)
December 31,
2021
December 31,
2020
ASSETS
CURRENT ASSETS
Cash$60,111 $84,706 
Accounts receivable, net3,027 2,954 
Capitalized contract costs, current1,170 737 
Prepaid expenses and other current assets8,706 6,657 
TOTAL CURRENT ASSETS73,014 95,054 
Property and equipment, net3,763 3,503 
Capitalized contract costs, noncurrent3,183 2,429 
Goodwill130,624 106,734 
Intangible assets, net43,126 23,924 
Operating lease right-of-use assets4,327 — 
Other noncurrent assets1,070 588 
TOTAL ASSETS$259,107 $232,232 
LIABILITIES AND STOCKHOLDERS’ EQUITY  
LIABILITIES:  
CURRENT LIABILITIES  
Accounts payable$7,018 $4,382 
Restaurant food liability3,327 4,301 
Accrued payroll2,988 4,851 
Short-term loans for insurance financing3,142 2,726 
Income tax payable74 122 
Operating lease liabilities1,581 — 
Other current liabilities19,309 13,922 
TOTAL CURRENT LIABILITIES37,439 30,304 
Long term debt - related party81,977 94,218 
Accrued medical contingency53 16,987 
Operating lease liabilities, net of current portion3,034 — 
Other noncurrent liabilities2,115 2,627 
TOTAL LIABILITIES124,618 144,136 
STOCKHOLDERS’ EQUITY:  
Common stock, $0.0001 par value15 11 
Additional paid in capital503,609 451,991 
Accumulated deficit(369,135)(363,906)
TOTAL STOCKHOLDERS’ EQUITY134,489 88,096 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$259,107 $232,232 



WAITR HOLDINGS INC.
CONSOLIDATED CASH FLOW STATEMENTS
(In thousands)
(Unaudited)
Year Ended December 31,
202120202019
Cash flows from operating activities:
Net income (loss)$(5,229)$15,836 $(291,306)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Non-cash interest expense2,258 5,925 5,674 
Non-cash advertising expense— — 397 
Stock-based compensation7,974 5,166 7,238 
Equity issued in exchange for services— — 120 
Loss on disposal of assets158 20 36 
Depreciation and amortization12,429 8,377 15,774 
Goodwill impairment— — 119,212 
Intangible and other asset impairments186 30 73,251 
Amortization of capitalized contract costs964 495 1,637 
Change in estimate of accrued medical contingency(16,715)— — 
Change in fair value of contingent consideration liability253 — — 
Write-off of notes receivable— 388 — 
Other(111)(12)(68)
Changes in assets and liabilities:
Accounts receivable1,503 232 2,143 
Capitalized contract costs(2,151)(2,690)(4,579)
Prepaid expenses and other current assets(1,865)1,355 (2,676)
Other noncurrent assets(243)(142)— 
Accounts payable1,307 (2)1,604 
Restaurant food liability(974)(1,311)4,475 
Income tax payable(48)71 26 
Accrued payroll(2,062)(434)1,104 
Accrued medical contingency(218)(216)(680)
Accrued workers’ compensation liability— (102)(161)
Other current liabilities1,039 3,312 (6,827)
Other noncurrent liabilities(796)2,147 129 
Net cash provided by (used in) operating activities(2,341)38,445 (73,477)
Cash flows from investing activities:
Purchases of property and equipment(767)(1,555)(1,636)
Internally developed software(8,752)(3,982)(1,805)
Purchase of domain names(3,006)— — 
Acquisition of Bite Squad, net of cash acquired— — (192,568)
Acquisitions, net of cash acquired(25,435)(628)(695)
Collections on notes receivable— 21 94 
Proceeds from sale of property and equipment21 19 34 
Net cash used in investing activities(37,939)(6,125)(196,576)
Cash flows from financing activities:
Net proceeds from issuance of stock30,895 47,574 45,823 
Payments on long-term loan(14,472)(22,594)— 
Borrowings under short-term loans for insurance financing8,671 4,753 7,875 
Payments on short-term loans for insurance financing(8,256)(5,632)(4,931)
Payments on acquisition loans(182)— — 
Proceeds from exercise of stock options14 45 
Taxes paid related to net settlement on stock-based compensation(985)(1,077)(811)
Proceeds from long-term loan— — 42,080 
Waitr shares redeemed for cash— — (10)
Net cash provided by financing activities15,685 23,069 90,030 
Net change in cash(24,595)55,389 (180,023)
Cash, beginning of period84,706 29,317 209,340 
Cash, end of period$60,111 $84,706 $29,317 



Supplemental disclosures of cash flow information:
Cash paid during the period for state income taxes$— $64 $74 
Cash paid during the period for interest4,816 3,533 3,734 
Supplemental disclosures of non-cash investing and financing activities:
Conversion of convertible notes to stock$— $12,026 $— 
Stock issued in connection with legal settlement— 3,023 — 
Accrued consideration for acquisitions— 225 — 
Stock issued as consideration in acquisitions13,724 100 868 
Seller-financed payables related to other acquisitions— — 868 
Stock issued as consideration in Bite Squad Merger— — 126,574 
Stock issued in connection with Term Loan— — 3,884 
Non-cash gain on debt extinguishment— — 1,897 



WAITR HOLDINGS INC.
NON-GAAP FINANCIAL MEASURE
ADJUSTED EBITDA
(In thousands)
(Unaudited)
Adjusted EBITDA is not required by, nor presented in accordance with, generally accepted accounting principles in the United States of America (“GAAP”). We define Adjusted EBITDA as net income (loss) adjusted to exclude interest expense, income taxes, depreciation and amortization expense, stock-based compensation expense, (gain) loss on disposal of assets, intangible and other asset impairments, change in fair value of contingent consideration liability, medical contingency change in estimate, business combination related expenditures and other non-recurring adjustments, accrued legal contingency, restructuring expenses, one-time legacy reserve adjustment and one-time legacy receivable adjustment. We use this non-GAAP financial measure as a key performance measure because we believe it facilitates operating performance comparisons from period to period by excluding potential differences primarily caused by variations in capital structures, tax positions, the impact of acquisitions and restructuring, the impact of depreciation and amortization expense on our fixed assets, the impact of stock-based compensation expense and other items that do not reflect our core operations. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income (loss) or other performance measures derived in accordance with GAAP. A reconciliation of net income (loss) to Adjusted EBITDA is provided below:
Three Months Ended December 31,Twelve Months Ended December 31,
2021202020212020
NET INCOME (LOSS)$(8,126)$2,641 $(5,229)$15,836 
Interest expense1,741 1,937 7,074 9,458 
Income taxes(58)70 24 122 
Depreciation and amortization expense3,477 2,135 12,429 8,377 
Stock-based compensation expense1,874 1,988 7,974 5,166 
(Gain) loss on disposal of assets(12)158 20 
Intangible and other asset impairments— 186 30 
Change in fair value of contingent consideration liability253 — 253 — 
Medical contingency change in estimate— — (16,715)— 
Business combination related expenditures and other non-recurring adjustments1,293 776 3,452 776 
Accrued legal contingency1,250 — 5,950 1,023 
Restructuring expenses— — — 850 
One-time legacy reserve adjustment— — — 1,352 
One-time legacy receivable adjustment— 388 — 388 
ADJUSTED EBITDA$1,692 $9,941 $15,556 $43,398 



WAITR HOLDINGS INC.
NON-GAAP FINANCIAL MEASURES
ADJUSTED NET INCOME (LOSS) AND
ADJUSTED EARNINGS (LOSS) PER DILUTED SHARE
(In thousands, except share and per share data)
(Unaudited)
Adjusted net income (loss) and adjusted earnings (loss) per diluted share are not required by, nor presented in accordance with, GAAP. We define adjusted earnings (loss) per diluted share as adjusted net income (loss) divided by our weighted average common shares outstanding - diluted. Adjusted net income (loss) is calculated as net income (loss) minus medical contingency change in estimate, plus change in fair value of contingent consideration liability, business combination related expenditures and other non-recurring adjustments, accrued legal contingency, restructuring expenses, one-time legacy reserve adjustment and one-time legacy receivable adjustment. We use these non-GAAP financial measures because we believe they facilitate period to period comparisons of operating performance, by excluding potential differences primarily caused by non-recurring items. Business combination related expenses, accrued legal contingency, restructuring expenses, change in fair value of contingent consideration liability, medical contingency change in estimate, one-time legacy reserve adjustment and one-time legacy receivable adjustment are considered non-recurring items. Adjusted net income (loss) and adjusted earnings (loss) per diluted share are not measurements of our financial performance under GAAP and should not be considered as an alternative to net income (loss) or earnings (loss) per share or other performance measures derived in accordance with GAAP. A reconciliation of net income (loss) to adjusted net income (loss), along with adjusted earnings (loss) per diluted share, is provided below:
Three Months Ended December 31,Twelve Months Ended December 31,
2021202020212020
Net income (loss)$(8,126)$2,641 $(5,229)$15,836 
Change in fair value of contingent consideration liability253 — 253 — 
Medical contingency change in estimate— — (16,715)— 
Business combination related expenditures and other non-recurring adjustments1,293 776 3,452 776 
Accrued legal contingency1,250 — 5,950 1,023 
Restructuring expenses— — — 850 
One-time legacy reserve adjustment— — — 1,352 
One-time legacy receivable adjustment— 388 — 388 
Adjusted net income (loss)$(5,330)$3,805 $(12,289)$20,225 
Weighted average common shares outstanding - diluted134,338,607 125,018,776 120,593,501 108,175,022 
Adjusted earnings (loss) per diluted share$(0.04)$0.03 $(0.10)$0.19