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Description of Business And Basis Of Presentation
6 Months Ended
Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Business And Basis Of Presentation
1.
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Legacy EJY, Inc. (formerly Enjoy Technology, Inc.) (the “Company”) was incorporated in the state of Delaware in May 2014, and was headquartered in Palo Alto, California as of June 30, 2022. As of June 30, 2022, the Company operated mobile stores providing in home delivery, set up and a full shopping experience for technology and telecom companies in the United States of America, United Kingdom, and Canada.

On August 31, 2022, the Company filed an amendment to its Certificate of Incorporation with the Secretary of the State of Delaware in order to change its name from “Enjoy Technology, Inc.” to “Legacy EJY, Inc.”

Holding Company Reorganization – In January 2021, Enjoy Technology, Inc. filed documents with the Delaware Secretary of State to effect a holding company reorganization (the “Holding Company Reorganization”), which resulted in a newly formed Delaware corporation, Enjoy Technology Holding Company (“Enjoy Holdings”), owning all the capital stock of Enjoy Technology, Inc. Enjoy Holdings was initially a direct, wholly owned subsidiary of Enjoy Technology, Inc. Pursuant to the Holding Company Reorganization, the newly formed entity (“Merger Sub”), a direct, wholly owned subsidiary of Enjoy Holdings and an indirect, wholly owned subsidiary of Enjoy Technology, Inc., merged with and into Enjoy Technology, Inc., with Enjoy Technology, Inc., surviving as a direct, wholly owned subsidiary of Enjoy Holdings. Each share of each class of Enjoy Technology, Inc., stock issued and outstanding immediately prior to the Holding Company Reorganization was automatically converted into an equivalent corresponding share of Enjoy Holdings stock, having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of Enjoy Technology, Inc., stock being converted. Accordingly, upon consummation of the Holding Company Reorganization, Enjoy Technology, Inc.’s current stockholders became stockholders of Enjoy Holdings. The stockholders of Enjoy Technology, Inc., did not recognize any gain or loss for U.S. federal income tax purposes upon the conversion of their shares in the Enjoy Holdings. Finally, Enjoy Technology, Inc. changed its name to Enjoy Technology LLC while Enjoy Holdings changed its name to Enjoy Technology, Inc. References to “Legacy Enjoy” refer to Enjoy Technology, Inc. prior to the completion of the Merger (as defined below).

Marquee Raine Acquisition Corp. MergerOn April 28, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Marquee Raine Acquisition Corp. ((“MRAC”), prior to the closing of the merger and “New Enjoy”, following the closing of the merger), a publicly traded Special Purpose Acquisition Company. On October 15, 2021 (the “Closing Date”), the Company and MRAC consummated the merger transaction contemplated by the Merger Agreement (the “Merger”), following approval at a special meeting of the stockholders of MRAC held on October 13, 2021.

See Note 4, “Reverse Recapitalization” for further details of the Merger.

Wind Down of United Kingdom and Canadian Operations and Restructuring – On June 29, 2022, Enjoy (UK) Limited (“Enjoy UK”), a wholly-owned subsidiary of the Company, commenced a reduction in force with respect to its U.K.-based employees. Similarly on June 30, 2022, Enjoy Technology Canada Ltd. ("Enjoy Canada"), a wholly-owned subsidiary of the Company, commenced a reduction in force with respect to its Canadian-based employees. Enjoy UK and Enjoy Canada filed for bankruptcy proceedings in their respective jurisdictions, on June 30, 2022 and on July 8, 2022, respectively.

Voluntary Petition – On June 30, 2022, (the “Petition Date") the Company and certain of its wholly owned subsidiaries, Legacy EJY Subsidiary LLC (f/k/a Enjoy Technology LLC) and Legacy EJY Operating Corp. (f/k/a Enjoy Technology Operating Corp.) (collectively, the "Debtors") filed voluntary petitions (the "Filings") under Chapter 11 of title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for

the District of Delaware (such court, the “Bankruptcy Court” and such cases, the “Chapter 11 Cases”). On July 1, 2022, the Bankruptcy Court entered an order authorizing the joint administration of the Chapter 11 Cases under the caption In re Enjoy Technology, Inc., et al., Case No. 22-10580 (JKS). On July 20, 2022, the Company received approval of its customary motions filed on the Petition Date seeking court authorization to continue business operations during the Chapter 11 proceedings, including among others, the continued payment of employee wages and benefits. As part of the Chapter 11 Cases, the Company and its domestic subsidiaries expect to file in the fourth quarter of 2022 their Chapter 11 plan of liquidation. On September 16, 2022, the Bankruptcy Court entered an order (Docket No. 431) authorizing the Debtors to change the case caption to In re Legacy EJY Inc., et al., Case No. 22-10580 (JKS) to reflect, among other things, the corporate name changes.

See Note 3, "Reorganization in Bankruptcy" for further details.

Asset Sale Agreement – On July 25, 2022, the Company and its domestic subsidiaries entered into an Asset Purchase Agreement (the "Purchase Agreement") with Asurion, LLC (“Asurion”) to sell substantially all of their U.S. assets pursuant to a sale conducted under Section 363 of the U.S. Bankruptcy Code. The 363 Sale (as defined below) was conducted under the provisions of Section 363 and was approved by the Bankruptcy Court on August 12, 2022. Pursuant to the Purchase Agreement, on August 31, 2022, the Company and its domestic subsidiaries completed their sale of substantially all of their U.S. assets to Asurion, LLC (the “363 Sale”) for approximately $110.0 million, subject to various deductions including a $23.8 million holdback amount.

See Note 3, "Reorganization in Bankruptcy" for further details.

Delisting and Transfer of Trading On July 19, 2022, the Nasdaq Stock Market LLC ("Nasdaq") filed a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) to delist the Company's common stock, $0.0001 par value per share, and the warrants to purchase common stock, of the registrant from Nasdaq. The delisting became effective July 29, 2022. The deregistration of the common stock and warrants under Section 12(b) of the Exchange Act will become effective 90 days, or such shorter period as the SEC may determine, after the filing date of the Form 25, at which point the common stock and warrants will be deemed deregistered under Section 12(b) of the Exchange Act. The registrant’s common stock and warrants began trading on the OTC Pink Marketplace on July 11, 2022 under the symbols “ENJYQ” and “ENJWQ”, respectively.

Basis of Presentation – The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC. The condensed consolidated financial statements include the accounts of Legacy EJY, Inc. (formerly Enjoy Technology, Inc.) and its controlled subsidiaries. As permitted for interim reporting, certain footnotes or other financial information that are normally required by U.S. GAAP may be condensed or omitted, unless otherwise required by U.S. GAAP or SEC rules and regulations. These condensed consolidated financial statements were prepared on the same basis as and should be read in conjunction with the Company’s annual consolidated financial statements as of and for the year ended December 31, 2021 and notes thereto included in the Company's fiscal 2021 Annual Report on Form 10-K. In the opinion of management, all adjustments, of a normal recurring nature, considered necessary for a fair statement have been included in these condensed consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation except as described in "Deconsolidation of subsidiaries" below. The results of operations for the six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other interim period or future year. The condensed consolidated balance sheet as of December 31, 2021 was derived from the audited annual consolidated financial statements but does not include all information required by U.S. GAAP for annual consolidated financial statements.

Going Concern – Management has concluded that it is unable to continue as a going concern. See Note 3, "Reorganization in Bankruptcy," for further information. The condensed consolidated financial statements as of and for the periods ended June 30, 2022, have been prepared assuming the Company would continue as a going concern and do not include any adjustments to reflect the possible future effects of the recoverability

and classification of assets, or the amounts and classification of liabilities that may result from the outcome of the bankruptcy proceedings. The Company will apply the liquidation basis of accounting from the date that the liquidation becomes imminent, which criteria had not been met as of June 30, 2022.


Accounting During Bankruptcy The Company has applied Financial Accounting Standards Board (FASB) Accounting Standards Codification ("ASC") Topic 852, Reorganizations ("Topic 852"), in the preparation of these unaudited condensed consolidated financial statements. For periods subsequent to the Filings, Topic 852 requires the financial statements to distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Due to the timing of the filing of the Chapter 11 Cases on June 30, 2022, the amount of Reorganization items, net ("Reorganization items") for the three and six months ended June 30, 2022 is immaterial and have not been presented as Reorganization items within the unaudited condensed consolidated statements of operations and comprehensive loss.

In addition, prepetition obligations that may be impacted by the Chapter 11 proceedings have been classified as "Liabilities subject to compromise" on the unaudited condensed consolidated balance sheet as of June 30, 2022.
 

See Note 3, "Reorganization in Bankruptcy," for further information.
 

Deconsolidation of subsidiaries – Under FASB ASC Topic 810, Consolidation, ("Topic 810"), consolidation of a majority-owned subsidiary is precluded where control does not rest with the majority owners, for instance, where the subsidiary is in legal reorganization or bankruptcy in another jurisdiction.

On June 30, 2022, Enjoy UK filed a petition for bankruptcy in the UK, whereby the Company's control of this subsidiary was ceded. The Company will not regain control of Enjoy UK and concluded that it was appropriate to deconsolidate the UK subsidiary effective as of June 30, 2022. The deconsolidation resulted in a net pretax gain of $7.9 million, which related to the deconsolidation of $12.4 million of liabilities, offset by $2.7 million in cash and $1.8 million of equity. The net pretax gain on deconsolidation is recognized within discontinued operations (see Note 16). The Company measured its retained noncontrolling investment at a fair value of zero, as it does not expect to realize any future cash flows from its investment.
 

Upon the deconsolidation, transactions with the UK subsidiary are no longer eliminated in consolidation and are treated as related party transactions. The related party payable to Enjoy UK amounting to $5.9 million is recognized under liabilities subject to compromise (see Note 3) in the condensed consolidated balance sheet as of June 30, 2022 with a corresponding related party expense in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2022.

On July 8, 2022, Enjoy Canada filed a petition for bankruptcy in Canada, whereby the Company's control of this subsidiary was ceded. The Company will not regain control of Enjoy Canada and concluded that it was appropriate to deconsolidate this subsidiary effective July 8, 2022. The estimated pretax gain on deconsolidation amounts to $5.7 million. As the deconsolidation event occurred subsequent to June 30, 2022, Enjoy Canada is still fully consolidated within these condensed consolidated financial statements.


Reclassifications – In addition to the reclassifications related to discontinued operations, to conform to current presentation, the Company reclassified certain costs within each of its operating expense line items in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2021. These changes have no impact on the Company’s previously reported consolidated net loss and comprehensive loss, cash flows, or basic and diluted net loss per share amounts for the periods presented.