ASAP.com, the on-demand delivery brand for Waitr Holdings Inc. (Nasdaq: WTRH) (“ASAP” or the “Company”), today reported financial results for the third quarter of 2022.

Third Quarter 2022 Highlights

• Revenue for the third quarter of 2022 was $25.1 million, compared to $43.4 million for the third quarter of 2021. For the nine months ended September 30, 2022, revenue was $91.4 million, compared to $143.5 million for the nine months ended September 30, 2021. The decline in revenue was primarily a result of lower order volumes driven by the highly competitive environment of the delivery business, partially offset by revenue from our third-party payment processing referral services operations.
• Net loss for the third quarter of 2022 was $73.5 million, or a loss of $0.40 per share, compared to net income of $12.3 million in the third quarter of 2021, or $0.09 per share. Net loss for the third quarter of 2022 included a $53.9 million non-cash goodwill impairment charge mainly due to the continued decline in our stock price and market capitalization through September 30, 2022. Net income for the third quarter of 2021 included a $16.7 million adjustment for the change in estimate of a medical contingency.
• Adjusted EBITDA¹ for the third quarter of 2022 was a loss of $4.7 million, compared to Adjusted EBITDA of $3.1 million for the third quarter of 2021. Approximately $0.5 million of the loss for the third quarter of 2022 is from an increase to an insurance reserve.
• As of September 30, 2022, cash on hand was $20.1 million.
• As of September 30, 2022, approximately 2,900 merchants are using third-party payment processing services referred by ASAP, an increase of approximately 80% through the nine months ended September 30, 2022.

¹Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of GAAP net (loss) income to Adjusted EBITDA is included in the “Non-GAAP Financial Measure/Adjusted EBITDA” table below.

Macroeconomic factors, including inflation, higher gas prices and competition, continued to impact our markets and order volumes during the third quarter of 2022. In response, we have focused our efforts on certain initiatives to improve revenue, operating income and cash positions, including our comprehensive rebranding, consolidation of our technology platforms into a single application and cost reductions where appropriate.

In August 2022, we initiated our rebranding initiative and introduced our new “deliver anything ASAP” business model, expanding our food-delivery services to a broader array of products. Among our new business expansions is the Company’s proprietary in-stadium ordering technology, which allows fans to avoid the typical long lines at stadium concession areas. We have secured exclusive in-stadium mobile ordering agreements with MetLife Stadium, the New York Giants, the New York Jets, the New Orleans Saints, the University of Alabama, and Louisiana State University. Additionally, we secured a mobile ordering agreement with the Florida Panthers, the first arena deal for the Company with a National Hockey League team. During the third quarter of 2022, we also entered into a partnership with FoodBoss, an industry leading online food delivery search engine. In 2022, our traditional core payments business has more than doubled. We plan to continue to build on our ancillary revenue streams with the goal to diversify the Company beyond third-party food delivery, including offering merchant processing solutions.

On October 20, 2022, we reconvened our special meeting of stockholders, whereby the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of Company common stock, within a set range, without reducing the authorized number of shares of Company common stock, if and when determined by the Company’s board of directors in its sole discretion.

On November 2, 2022, the board adopted resolutions approving the reverse stock split at a reverse stock split ratio of 1:20. It is expected that the reverse stock split will occur on or prior to 11:59 pm Eastern Time on November 21, 2022.

Trading of the Company’s common stock on the Nasdaq Capital Market is expected to continue on a split-adjusted basis as of the opening of trading hours on November 22, 2022. Additionally, in connection with the Company's previously announced rebranding, it is expected that the Company's common stock will begin trading on the Nasdaq Capital Market under the new trading symbol “ASAP.”

Third Quarter 2022 Key Business Metrics

• Average Daily Orders were 14,156 for the third quarter of 2022 and 18,346 for the nine months ended September 30, 2022.
• Active Diners as of September 30, 2022 were approximately 1.2 million.
• Cash on hand was approximately $14.7 million as of November 3, 2022.

Third Quarter 2022 Earnings Conference Call

The Company will host a conference call to discuss third quarter 2022 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 (866) 575-6539, or for international callers (323) 794-2590. 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 7417861. The replay will be available until November 16, 2022.

About ASAP

ASAP, the on-demand delivery brand for Waitr Holdings Inc., is an online ordering technology platform using the “deliver anything ASAP” model making it easy to order food, alcohol, convenience, grocery, flowers, auto parts and more at your fingertips and get them delivered ASAP. ASAP’s proprietary in-stadium mobile ordering technology now provides an enhanced fan experience at sports and entertainment venues, allowing fans to place orders from their favorite in-stadium concessions, directly from their seats. Additionally, the ASAP.com platform facilitates access to third parties that provide payment processing solutions for restaurants and other merchants. It provides a convenient way to discover, order and receive a wide variety of on-demand products – ASAP. As of September 30, 2022, ASAP.com operates 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, debt pay-down 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,” “goal,” 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, 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. Additional information will be set forth in Waitr’s Quarterly Report on Form 10-Q for the three months ended September 30, 2022, which will be filed with the SEC on November 9, 2022, and should be read in conjunction with these financial results. 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.

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 (loss) income adjusted to exclude interest expense, income taxes, depreciation and amortization expense, goodwill impairment, stock-based compensation expense, (gain) loss on disposal of assets, intangible and other asset impairments, induced conversion expense related to Notes, change in fair value of contingent consideration liability, medical contingency change in estimate, acquisition transaction related expenditures and other non-recurring adjustments and accrued legal contingency and reserve. 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 goodwill impairment and 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 (loss) income or other performance measures derived in accordance with GAAP. A reconciliation of net (loss) income to Adjusted EBITDA is provided below:

WAITR HOLDINGS INC.

NON-GAAP FINANCIAL MEASURES

ADJUSTED NET LOSS AND

ADJUSTED LOSS PER DILUTED SHARE

(In thousands, except share and per share data)

(Unaudited)

Adjusted net loss and adjusted loss per diluted share are not required by, nor presented in accordance with, GAAP. We define adjusted loss per diluted share as adjusted net loss divided by our weighted average common shares outstanding - diluted. Adjusted net loss is calculated as net loss plus goodwill impairment, induced conversion expense related to Notes, change in fair value of contingent consideration liability, medical contingency change in estimate, acquisition transaction related expenditures and other non-recurring adjustments and accrued legal contingency and reserve. 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. Goodwill impairment, induced conversion expense related to Notes, change in fair value of contingent consideration liability, medical contingency change in estimate, acquisition transaction related expenses and accrued legal contingency and reserve are considered non-recurring items. Adjusted net loss and adjusted loss per diluted share are not measurements of our financial performance under GAAP and should not be considered as an alternative to net loss or loss per share or other performance measures derived in accordance with GAAP. A reconciliation of net (loss) income to adjusted net loss, along with adjusted loss per diluted share, is provided below:

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