Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | ENJOY TECHNOLOGY, INC./DE | |
Entity Central Index Key | 0001830180 | |
Entity Tax Identification Number | 98-1566891 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-39800 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 3240 Hillview Avenue | |
Entity Address, City or Town | Palo Alto | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94304 | |
City Area Code | 888 | |
Local Phone Number | 463-6569 | |
Document Transition Report | false | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 120,707,693 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Shares, $0.0001 par value per share | |
Trading Symbol | ENJY | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase common stock | |
Trading Symbol | ENJYW | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 37,277 | $ 85,836 |
Restricted cash | 1,710 | 1,710 |
Accounts receivable, net | 5,355 | 9,977 |
Prepaid expenses and other current assets | 3,251 | 4,159 |
Total current assets | 47,593 | 101,682 |
Property and equipment, net | 16,372 | 15,945 |
Operating lease right-of-use assets | 40,144 | |
Intangible assets, net | 842 | 867 |
Other assets | 6,660 | 6,631 |
Total Assets | 111,611 | 125,125 |
Current liabilities: | ||
Accounts payable | 5,961 | 6,102 |
Accrued expenses and other current liabilities | 16,420 | 20,110 |
Operating lease liabilities, current | 14,467 | |
Total current liabilities | 36,848 | 26,212 |
Operating lease liabilities, non-current | 29,193 | |
Derivative warrant liabilities | 3,915 | 6,577 |
Total liabilities | 69,956 | 32,789 |
Commitments and Contingencies | ||
Shareholders' Equity | ||
Common Stock | 12 | 12 |
Additional paid-in capital | 738,908 | 734,142 |
Accumulated other comprehensive income | 522 | 724 |
Accumulated deficit | (697,787) | (642,542) |
Total shareholders' equity | 41,655 | 92,336 |
Total liabilities and stockholders equity | $ 111,611 | $ 125,125 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Ordinary shares par value | $ 0.0001 | $ 0.0001 |
Ordinary shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares issued | 120,111,678 | 119,624,679 |
Ordinary shares outstanding | 120,111,678 | 119,624,679 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue | $ 24,024 | $ 19,346 |
Operating expenses: | ||
Cost of revenue | 34,810 | 24,168 |
Operations and technology | 27,332 | 19,233 |
General and administrative expenses | 19,680 | 12,098 |
Total operating expenses | 81,822 | 55,499 |
Loss from operations | (57,798) | (36,153) |
Loss on convertible loans | (1,865) | |
Interest expense | (38) | (1,407) |
Interest income | 2 | 2 |
Other income, net | 2,623 | 134 |
Loss before provision for income taxes | (55,211) | (39,289) |
Provision for income taxes | 34 | 177 |
Net loss | (55,245) | (39,466) |
Other comprehensive loss, net of tax | ||
Cumulative translation adjustment | (202) | (4) |
Total comprehensive loss | $ (55,447) | $ (39,470) |
Net loss per share-basic and diluted | $ (0.46) | $ (1.81) |
Weighted-average common shares outstanding-basic and diluted | 119,795,897 | 21,757,502 |
Condensed Statements Of Redeema
Condensed Statements Of Redeemable Convertible Preferred Stock And Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Redeemable Convertible Preferred StockPreferred Stock | ||
Beginning balance at Dec. 31, 2020 | $ (414,447) | $ 1 | $ 6,601 | $ 884 | $ (421,933) | $ 353,692 | ||
Beginning balance (in shares) at Dec. 31, 2020 | 21,416,436 | [1] | 51,518,255 | |||||
Issuance of common stock under stock plan | 423 | 423 | ||||||
Issuance of common stock under stock plan, Shares | [1] | 391,372 | ||||||
Stock-based compensation | 878 | 878 | ||||||
Foreign currency translation adjustments | (4) | (4) | ||||||
Issuance of Series C redeemable convertible preferred stock (net of issuance costs), Shares | 1,362,099 | |||||||
Issuance of Series C redeemable convertible preferred stock (net of issuance costs) | $ 15,000 | |||||||
Debt extinguishment of convertible loan | 36,782 | 36,782 | ||||||
Net income (loss) | (39,466) | (39,466) | ||||||
Ending balance at Mar. 31, 2021 | (415,834) | $ 1 | 44,684 | 880 | (461,399) | $ 368,692 | ||
Ending balance (in shares) at Mar. 31, 2021 | 21,807,808 | [1] | 52,880,354 | |||||
Beginning balance at Dec. 31, 2021 | 92,336 | $ 12 | 734,142 | 724 | (642,542) | |||
Beginning balance (in shares) at Dec. 31, 2021 | [1] | 119,624,679 | ||||||
Issuance of common stock under stock plan | 118 | 118 | ||||||
Issuance of common stock under stock plan, Shares | [1] | 444,586 | ||||||
Issuance of common stock upon exercise of warrants, shares | [1] | 42,413 | ||||||
Stock-based compensation | 5,121 | 5,121 | ||||||
Withholding taxes from stock plan | (473) | (473) | ||||||
Foreign currency translation adjustments | (202) | (202) | ||||||
Net income (loss) | (55,245) | (55,245) | ||||||
Ending balance at Mar. 31, 2022 | $ 41,655 | $ 12 | $ 738,908 | $ 522 | $ (697,787) | |||
Ending balance (in shares) at Mar. 31, 2022 | [1] | 120,111,678 | ||||||
[1] | (1) The shares of the Company’s common and redeemable convertible preferred stock, prior to the Merger (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 0.34456 established in the Merger as described in Note 3 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (55,245) | $ (39,466) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,155 | 916 |
Stock-based compensation | 5,121 | 878 |
Loss on asset disposal | 13 | |
Accretion of debt discount | 289 | |
Non-cash operating lease expense | 4,227 | |
Revaluation of warrants | (2,662) | (26) |
Foreign currency transaction (gain) loss | 38 | (79) |
Revaluation of convertible debt | 1,865 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 4,560 | (239) |
Prepaid expenses and other current assets | 743 | 534 |
Other assets | (207) | (161) |
Operating lease liabilities | (4,300) | |
Accounts payable | (513) | (267) |
Accrued expenses and other current liabilities | (690) | 488 |
Net cash used in operating activities | (47,760) | (35,268) |
Net Cash Provided by (Used in) Investing Activities [Abstract] | ||
Purchases of property and equipment | (437) | (537) |
Net cash used in investing activities | (437) | (537) |
Cash Flows from Financing Activities: | ||
Proceeds from convertible loan | 200 | |
Proceeds from issuance of redeemable convertible preferred stock | 15,000 | |
Proceeds from issuance of common stock | 118 | 423 |
Payment of deferred financing costs | (695) | |
Tax-related withholding of common stock | (473) | |
Net cash used in financing activities | (355) | 14,928 |
Effect of exchange rate on cash, cash equivalents and restricted cash | (7) | (26) |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect, Total | (48,559) | (20,903) |
Cash, cash equivalents and restricted cash, beginning of period | 87,546 | 63,946 |
Cash, cash equivalents and restricted cash, end of period | 38,987 | 43,043 |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for interest | 38 | 1,083 |
Supplemental disclosure of noncash operating and financing activities: | ||
Property and equipment, net included in accounts payable | 501 | 91 |
Property and equipment, net included in accrued expenses and other current liabilities | 658 | |
Operating lease ROU assets obtained in exchange for lease obligations | 937 | |
Non-cash interest | 325 | |
Gain on extinguishment of convertible loan | 36,782 | |
Deferred transaction costs included in accounts payable | 1,291 | |
Deferred Transaction Costs Included In Accrued Expenses And Other Current Liabilities | $ 1,030 |
Description of Business And Bas
Description of Business And Basis Of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business And Basis Of Presentation | 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Enjoy Technology, Inc. (“Enjoy” or the “Company”) was incorporated in the state of Delaware in May 2014, and is headquartered in Palo Alto, California. Enjoy operates 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. References herein to Enjoy or the Company mean Enjoy Technology, Inc., and its consolidated subsidiaries. Reorganization – In January 2021, Enjoy Technology, Inc. filed documents with the Delaware Secretary of State to effect a holding company reorganization (the “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 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 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 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. Marquee Raine Acquisition Corp. Merger – On 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 3, “Reverse Recapitalization” for further details of the Merger. 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 Securities and Exchange Commission (“SEC”). The condensed consolidated financial statements include the accounts of Enjoy Technology, Inc. and its wholly owned 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. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 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. Reclassifications – 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 months ended March 31, 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. Going Concern – The condensed consolidated financial statements have been prepared assuming the Company will 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 this uncertainty. Since inception, the Company has incurred losses and cash outflows from operations. During the three months ended March 31, 2022, the Company incurred net losses of $ 55.2 million and cash outflows from operations used $ 47.8 million. As of March 31, 2022, the Company had an accumulated deficit of approximately $ 697.8 million. The Company has historically financed its operations through the issuance and sale of redeemable convertible preferred stock and through issuance of debt. Management expects that operating losses and negative cash flows from operating activities will continue in the foreseeable future as the Company works to fund its operations and as it progresses through its review of strategic alternatives. Management believes that there is a substantial doubt concerning the Company’s ability to continue as a going concern. On May 11, 2022 the Company secured interim financing of $ 10.0 million (the “Note”) from Ron Johnson, the chair of its board of directors and Chief Executive Officer, to help fund its operations as it pursues strategic alternatives, which has a scheduled maturity date of November 11, 2022 and will be repayable upon written demand of the holder at any time on or after such date. The Note was approved by the Audit Committee of the Company’s board of directors pursuant to the Company’s Related Party Transaction Policy. (See Note 17, “Subsequent Events and Related Party Transactions” for further details regarding the terms of the financing.) Additionally, in early May 2022, the Company received a $ 6.1 million customer prepayment for future services reasonably expected to be rendered over the course of May 2022, which is subject to adjustment for certain chargebacks and other adjustments. The Company is also seeking to obtain additional customer prepayments. There is no guarantee that we will be successful in our further negotiations or that any prepayments received will be adequate to support our current operations or provide sufficient cash flow to meet our obligations in the near term. We expect any such prepayments would negatively impact our cash flows in future periods for which our services have been prepaid. The Company’s estimated cash and cash equivalents, which includes the $ 10 million of related party financing and $ 6.1 million of customer prepayments against second quarter sales, was $ 36.1 million as of May 12, 2022. The Company is in discussions with multiple financing sources to attempt to secure additional interim financing by early June 2022, which is needed to continue operations and fund other liquidity needs. In the absence of additional sources of liquidity, management anticipates that existing cash resources will not be sufficient to meet operating and liquidity needs beyond early June 2022. There is no assurance that management will be able to obtain additional liquidity or be successful in raising additional funds or that such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on our existing stockholders. In addition, we are unable to determine at this time whether any of these potential sources of liquidity will be adequate to support our operations or provide sufficient cash flows to us to meet our obligations as they become due and continue as a going concern. In the event we determine that additional sources of liquidity will not be available to us or will not allow us to meet our obligations as they become due, we may need to file a voluntary petition for relief under the United States Bankruptcy Code in order to implement a restructuring plan or liquidation. On May 16, 2022, the Company announced that its board of directors had initiated a review of strategic alternatives, including a potential sale, merger or other strategic transaction, and of the Company's financing strategy. The Company is in the early stages of its strategic review and has not set a timetable for completion of the review process. There can be no assurance that the process will result in any transaction or strategic change at this time. The Company has retained Centerview Partners as its financial advisor to assist with the strategic review and has also engaged global consulting firm AlixPartners to advise on the Company's finances during this review period. In the event we are not able to successfully consummate a strategic transaction, or obtain additional financing as discussed above, or will not be able to meet our obligations as they become due, we may need to file a voluntary petition for relief under the United States Bankruptcy Code in order to implement a restructuring plan or liquidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Other than the impact of the adoption of Accounting Standards Codification ("ASC") 842, Leases , as further discussed below, there have been no material changes to the Company’s significant accounting policies as of and for the three months ended March 31, 2022, as compared to the significant accounting policies described in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2021. Leases — Under ASC 842, a contract is or contains a lease when, (1) explicitly or implicitly identified assets have been identified in the contract and (2) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company will determine if an arrangement is a lease at inception of the contract. For all leases (finance and operating leases), as of the lease commencement date the Company recognizes a liability on the balance sheet for our obligation related to the lease and a corresponding asset representing our right to use the underlying asset over the period of use. Leases with an initial term of 12 months or less meet the definition of a short-term lease which, as a result of the Company's accounting policy election, are not recorded on the balance sheet; and the lease expense for these leases is recognized on a straight-line basis over the lease term. The lease liability for each lease is recognized at lease commencement based on the present value of the lease payments not yet paid. The initial balance of the right-of-use asset (“ROU asset”) for each lease is recorded at the amount equal to the initial measurement of lease liability, adjusted for balances of prepaid rent, lease incentives received and initial direct costs incurred. Total lease payments are discounted to present value using the more readily determinable of (i) the rate implicit in the lease or (ii) the Company’s incremental borrowing rate (which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease). Because the Company’s leases generally do not provide an implicit rate, the Company estimates its incremental borrowing rate using information available at the lease commencement date, including but not limited to our credit rating, lease term, and the currency in which the arrangement is denominated. The Company's lease terms may include periods under options to extend (or not terminate the lease) when it is reasonably certain that we will exercise that option. The Company generally uses the base, non-cancelable lease term when determining the lease assets and liabilities. The Company includes the option to renew (or not terminate) in its determination of the lease term when the option is deemed to be reasonably assured to be exercised. The Company accounts for changes in the expected lease term as a modification of the original contract. For operating leases, expense is generally recognized on a straight-line basis over the lease term. For any finance leases, interest on the lease liability is recognized using the effective interest method, while the right-of-use asset is amortized on a straight-line basis, from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. See further discussion regarding the Company's accounting for leases following under "Recently Adopted Accounting Pronouncements." Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842) , which supersedes existing guidance on accounting for leases in 'Leases (Topic 840)'. ASU 2016-02 modified lease accounting for lessees by requiring recognition of right-of-use assets and lease liabilities for all leases, other than the leases that meet the definition of short-term leases, at the option of the Company. The new lease accounting standard also requires enhanced disclosure about an entity's leasing arrangements, among other changes. On January 1, 2022, the Company adopted the new lease accounting standard and recognized the cumulative effect of initially applying the guidance as an adjustment to the operating lease right-of-use assets and operating lease liabilities on its condensed consolidated balance sheet on January 1, 2022 without retrospective application to comparative periods. The Company's financial statements for the fiscal quarters and year ending December 31, 2022 and forward shall reflect the application of Topic 842. Upon adoption: • the Company elected the package of practical expedients under Topic 842 which allows for not reassessing (1) whether existing contracts contain leases, (2) the lease classification for existing leases, and (3) whether existing initial direct costs meet the new definition; • the Company did not elect the use of hindsight to reassess lease term, or the practical expedient relating to accounting for land easements, which was not applicable to the Company; • the Company made an accounting policy election to not recognize right-of-use assets and lease liabilities that arise from short-term leases, which are defined as leases with a lease term of 12 months or less at the lease commencement date; and • the practical expedient in ASC Subtopic 842-10 to not separate non-lease components from lease components and instead account for each separate lease component and non-lease components associated with that lease component as a single lease component. The Company elected to apply this expedient to all classes of underlying assets. Upon adoption, the Company recorded operating lease right-of-use assets and lease liabilities amounting to $ 43.6 million and $ 47.1 million, respectively, and corresponding reductions of $ 2.3 million to deferred rent, $ 1.2 million to lease incentive liability and $ 0.1 million to prepaid rent . The Company does not have any material finance leases. The adoption of the new lease accounting standard had no impact on cash provided by or used in operating, investing or financing activities in the Company’s condensed consolidated statements of cash flows. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) . The amendments in the updated guidance simplify the accounting for income taxes by removing certain exceptions and improving consistent application of other areas of the topic by clarifying the guidance. The new guidance is effective for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. The adoption of the standard did not have a material impact on the Company's condensed consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 changes how entities account for convertible instruments and contracts in an entity’s own equity and simplifies the accounting for convertible instruments by removing the Beneficial Conversion Feature (“BCF”) and Cash Conversion Feature (“CCF”) separation models required under the current guidance. ASU 2020-06 also removes certain settlement conditions that are required for equity contracts to qualify for equity classification. Lastly, ASU 2020-06 changes the existing diluted earnings per share (“EPS”) calculation for convertible debt that contains a CCF and increases disclosure requirements for convertible instruments. The ASU is effective for public business entities that meet the definition of a SEC filer, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The adoption of the standard did not have a material impact on the Company's condensed consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , and has since issued various amendments. The guidance and related amendments modify the accounting for credit losses for most financial assets and require the use of an expected loss model replacing the currently used incurred loss method. Under this model, entities are required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. The guidance is effective for the Company for the year beginning after December 15, 2022. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s condensed consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805)—Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . This ASU was issued to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the following: (1) recognition of an acquired contract liability; and (2) payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in this ASU require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination, whereas current GAAP requires that the acquirer measures such assets and liabilities at fair value on the acquisition date. The guidance is effective for the Company for the year beginning after December 15, 2023, with early adoption permitted. The Company will apply the guidance in ASU 2021-08 on a prospective basis for business combinations occurring during the fiscal year in which the Company adopts the amendments. |
Reverse Recapitalization
Reverse Recapitalization | 3 Months Ended |
Mar. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | 3. REVERSE RECAPITALIZATION On the Closing Date, the Company and MRAC consummated the merger transaction contemplated by the Merger Agreement, following approval at an extraordinary general meeting of the shareholders of MRAC held on October 13, 2021. In connection with the execution of the Merger Agreement, MRAC entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”) pursuant to which the PIPE Investors agreed to purchase, in the aggregate, approximately 8 million shares of New Enjoy common stock at $ 10.00 per share for an aggregate commitment amount of approximately $ 80 million (the “PIPE Shares”). Pursuant to the Subscription Agreements, New Enjoy agreed to provide the PIPE Investors with certain registration rights with respect to the PIPE Shares. The PIPE investment was consummated substantially concurrently with the closing of the Merger. On the Closing Date, certain investors purchased, in the aggregate, 5,500,906 shares of New Enjoy common stock (the “Backstop Shares”), for a purchase price of $ 10.00 per share and an aggregate purchase price of approximately $ 55,009,060 , pursuant to the backstop agreements, dated September 13, 2021 (the "Backstop Agreements"). Pursuant to the Backstop Agreements, New Enjoy agreed to provide certain registration rights to the Backstop Investors with respect to the Backstop Shares. Immediately prior to the effective time of the Merger, (1) each share of Legacy Enjoy’s (a) Series A preferred stock, par value $ 0.00001 per share, (b) Series B preferred stock, par value $ 0.00001 per share, and (c) Series C preferred stock, par value $ 0.00001 per share (collectively, the “Enjoy Preferred Stock”), converted into one share of common stock, par value $ 0.00001 per share, of Legacy Enjoy and, together with Enjoy Preferred Stock, (the “Enjoy Capital Stock”) (2) all of the outstanding warrants to purchase shares of Enjoy Capital Stock were exercised in full, with the exception of the warrant to purchase 336,304 shares of Enjoy Preferred Stock held by TriplePoint Venture Growth BDC Corporation, which was converted into a warrant to purchase 115,875 shares of New Enjoy common stock at an exercise price of $ 6.90 per share. At the time of the Merger, eligible Legacy Enjoy equity holders received or had the right to receive shares of MRAC’s Class A ordinary shares at a deemed value of $ 10.00 per share after giving effect to the exchange ratio of approximately 0.34456 as defined in the Merger Agreement (“Exchange Ratio”). Accordingly, immediately after giving effect to the Merger, the Backstop investment and the PIPE investment, there were 119,621,866 shares of common stock and 15,776,292 warrants outstanding. As a result of the Merger transaction, the Company raised gross proceeds of $ 171.0 million, including the contribution of net cash held in MRAC’s trust account from its initial public offering of $ 36.0 million as well as additional proceeds from the PIPE Investors and Backstop Investors. The net proceeds were $ 112.6 million after repayment of certain loans and transaction costs, of which $ 10.4 million was direct and incremental to the merger which was accounted for as contra-equity upon the Closing Date. All periods prior to the Merger have been retrospectively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Closing to reflect the reverse recapitalization. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. FAIR VALUE MEASUREMENTS The following tables summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis in the condensed consolidated financial statements (in thousands): Fair Value Measurements at March 31, 2022 Using: Level 1 Level 2 Level 3 Total Liabilities: Derivative warrant liabilities - Public $ 2,336 $ — $ — $ 2,336 Derivative warrants liabilities - Private — 1,579 — 1,579 Total financial liabilities $ 2,336 $ 1,579 $ — $ 3,915 Fair Value Measurements at December 31, 2021 Using: Level 1 Level 2 Level 3 Total Liabilities: Derivative warrant liabilities - Public $ 3,924 $ — $ — $ 3,924 Derivative warrants liabilities - Private — 2,653 — 2,653 Total financial liabilities $ 3,924 $ 2,653 $ — $ 6,577 The “public warrants” are the redeemable warrants (including those that underlie the units) that were offered and sold by MRAC in its initial public offering and the “private warrants” or “private placement warrants” are the warrants issued by MRAC pursuant to a private placement substantially concurrently with the consummation of MRAC’s initial public offering which were then assumed by the Company upon the Merger. The estimated fair value of the public warrants is disclosed as a Level 1 fair value measurement as the public warrants are publicly traded. The estimated fair value of the private warrants is disclosed as a Level 2 fair value measurement as the key inputs to the valuation model are observable from the public warrants' listed price. The carrying amounts of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate their fair values due to their short maturities. As of March 31, 2022 and December 31, 2021 , the Company had no transfers in or out of Level 3 of the fair value hierarchy of its assets measured at fair value. The Company does not use derivative instruments to hedge its exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase MRAC’s Class A ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized as other expense, net in the consolidated statements of operations and comprehensive loss. The fair value of public warrants is measured based on the listed market price of such warrants. The fair value of the private placement warrants is estimated based on the listed market price of the public warrants. |
Property And Equipment, Net
Property And Equipment, Net | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment, Net [Abstract] | |
Property and Equipment, Net | 5. PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following (in thousands): March 31, December 31, Leasehold improvements $ 21,365 $ 20,446 Furniture and fixtures 2,244 2,173 Office equipment 807 591 Computer equipment 107 107 Vehicles 66 66 Vehicle equipment 283 283 24,872 23,666 Less: accumulated depreciation ( 8,500 ) ( 7,721 ) Property and equipment, net $ 16,372 $ 15,945 Total depreciation expense related to property and equipment, net was $ 1.1 million and $ 0.9 million for the three months ended March 31, 2022 and 2021, respectively. There were no events or changes in circumstances which indicated that the carrying value of our long-lived asset groups may not be recoverable during the period ending March 31, 2022. In the period following March 31, 2022, there has been a subsequent decline in our market capitalization, based on our publicly quoted share price. Further, on May 16, 2022 the Company announced that its board of directors has initiated a review of strategic alternatives, including a potential sale, merger or other strategic transaction (see Note 1) . These events and changes in circumstances could indicate the carrying amount of our long-lived asset groups may not be recoverable and will require further testing to determine whether there is a potential impairment in subsequent reporting periods. |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | 6. INTANGIBLE ASSETS, NET Intangible assets, net consist of the following (in thousands): March 31, December 31, Domain Name $ 1,500 1,500 Less: accumulated amortization ( 658 ) ( 633 ) Intangible assets, net $ 842 $ 867 Total amortization expense was $ 25 thousand each for the three months ended March 31, 2022 and 2021 , respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | 7. LEASES The Company leases real estate, vehicle fleet and some equipment in the U.S. and internationally. The Company's real estate leases, which are responsible for the majority of the Company's aggregate ROU asset and liability balances, include leases for office space and other facilities. As of March 31, 2022, the Company's real estate and non-real estate leases have remaining lease terms ranging from 12 months to 6 years . Some of these leases contain options that allow the Company to extend or terminate the lease agreement. All of the Company's leases are classified as operating leases except for certain immaterial equipment finance leases. The components of total lease expense related to operating leases are as follows (in thousands): For the Three Months Operating lease cost $ 4,227 Variable lease cost 892 Short-term lease cost 1,814 $ 6,933 Rent expense was $ 3.9 million for the three months ended March 31, 2021. The Company has updated the March 31, 2021 rent expense disclosure to include fleet vehicle lease expense that was previously inadvertently omitted. The short-term lease cost disclosed above reasonably reflects the Company’s ongoing short-term lease commitments. The following table provides balance sheet information related to the Company's operating leases (in thousands): March 31, Assets Operating lease right-of-use assets $ 40,144 Liabilities Operating lease liabilities, current $ 14,467 Operating lease liabilities, non-current 29,193 Total operating lease liabilities $ 43,660 The following table provides supplemental cash flows information related to the Company's operating leases (in thousands): For the Three Months Cash paid for amounts included in the measurement of lease liabilities: Cash flow from financing activities $ — Cash flow from operating activities 4,371 Supplemental non-cash information on lease liabilities arising from obtaining right-of-use assets: Lease liabilities arising from obtaining new ROU assets during the period 937 Weighted average remaining lease term 3.51 Weighted average discount rate 4.18 % The maturities of lease liabilities as of March 31, 2022 were as follows (in thousands): For the year Operating leases 2022 $ 12,424 2023 12,627 2024 10,882 2025 7,311 2026 3,599 Thereafter 261 Total undiscounted lease payments 47,104 Less: portion representing interest ( 3,444 ) Total lease liability 43,660 As of March 31, 2022, the Company had signed additional lease agreements with total future undiscounted lease payments of approximately $ 3.5 million. Those additional lease agreements have an initial term of 5 years with options to renew the leases during the lease terms for an additional 5 years. |
Accrued Expenses And Other Curr
Accrued Expenses And Other Current Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following (in thousands): March 31, December 31, Accrued salaries and wages $ 5,430 $ 8,677 Deferred rent — 3,552 Accrued payables 7,732 5,296 Accrued tax 1,296 1,259 Accrued vacation and benefits 1,840 1,181 Accrued other 122 145 Total accrued expenses and other current liabilities $ 16,420 $ 20,110 |
Stock Warrants
Stock Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Stock Warrants | 9. STOCK WARRANTS Warrant liabilities consist of the following (in thousands): March 31, December 31, 2022 2021 Public Warrants $ 2,336 $ 3,924 Private Placement Warrants 1,579 2,653 Total warrant liabilities $ 3,915 $ 6,577 The Company recognized a $ 2.7 million gain for the three months ended March 31, 2022 related to a change in fair value of warrant liabilities. The gain is recorded under other expense, net in the consolidated statements of operations and comprehensive loss. Public Warrants and Private Placement Warrants — As of March 31, 2022, the Company has 9,343,750 public warrants and 6,316,667 private placement warrants outstanding. The Company’s warrants have an exercise price of $ 11.50 per share, subject to adjustment, and will expire on October 15, 2026 , five years after the completion of the Merger, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. Redemption of warrants when the price per share equals or exceeds $ 18.00 . • The Company may redeem the outstanding warrants (except with respect to the private placement warrants): • in whole and not in part; • at a price of $ 0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of our common stock for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $ 18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like). The Company will not redeem the warrants as described above unless a registration statement under the Securities Act of 1933, as amended (the "Securities Act") covering the common stock issuable upon exercise of the warrants is effective and a current prospectus relating to that common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants will be redeemable by the Company so long as they are held by Marquee Raine Acquisition Sponsor LP (the "Sponsor) or its permitted transferees. Redemption of warrants when the price per share equals or exceeds $ 10.00 . The Company may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): • in whole and not in part; • at $ 0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of our common stock; • if, and only if, the Reference Value equals or exceeds $ 10.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and • if the Reference Value is less than $ 18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the private placement warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holders’ ability to cashless exercise its warrants) as the outstanding warrants, as described above. 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of common stock per warrant (subject to adjustment). |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Common Stock | 10. COMMON STOCK As of March 31, 2022 and December 31, 2021, the Company had common stock outstanding of 120,111,678 shares and 119,624,679 shares, respectively. As of both March 31, 2022 and December 31, 2021, the Company was authorized to issue 500,000,000 shares of common stock. Each share of common stock is entitled to one vote . The holders of common stock are also entitled to receive dividends whenever funds are legally available and when and if declared by the board of directors, subject to the prior rights of holders of all classes of stock outstanding. No such dividends have been declared since the Company’s inception. As of each balance sheet date, the Company had reserved shares of common stock for issuance in connection with the following: March 31, December 31, Exercise of Public Warrants and Private Placement Warrants 15,660,417 15,660,417 Warrants to purchase redeemable convertible and common stock — 115,875 Awards outstanding under the equity 21,444,664 14,401,983 Awards available for future grant under the 7,931,338 6,673,256 Awards available for future grant under the 3,881,838 2,383,437 Total 48,918,257 39,234,968 |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 11. STOCK-BASED COMPENSATION 2014 Equity Incentive Plan In June 2014, the Company adopted the 2014 Equity Incentive Plan (“the 2014 Plan”), which provided for the issuance of incentive stock options, nonstatutory stock options, stock appreciation rights, and restricted stock to eligible participants. Options granted under the 2014 Plan may be either incentive stock options or nonqualified stock options. Incentive stock options (ISO) may be granted only to the Company’s employees (including officers and directors). Nonqualified stock options (NSO) may be granted to the Company’s employees and consultants. Under the 2014 Plan, options to purchase common stock awards were granted at no less than 100% of the fair value of the Company’s common stock on the date of the grant, as determined by the board of directors (100% of fair value for incentive stock options and 110 % of fair value in certain instances). All options granted through March 31, 2022 and December 31, 2021 have been at 100 % of the fair value of the Company’s common stock. Options generally vest with respect to 25 % of the shares one year after the options’ vesting commencement date, and the remainder vest in equal monthly installments over the following 36 months or the entire options vest in equal monthly installments over 48 months. Options generally vest over a four-year period and must be exercised within ten years after grant. In the event of voluntary or involuntary termination of employment with the Company for any reason, with or without cause, all unvested options are forfeited and all vested options must be exercised within a 90-day period or they are forfeited, although the board of directors can approve an extension of the exercise period beyond the 90 day limit. The Company has not granted any stock appreciation rights as of March 31, 2022 and December 31, 2021. Upon adoption of the 2021 Equity Incentive Plan, the 2014 Plan was terminated, and no further grants will be made under the 2014 Plan. Any awards granted under the 2014 Plan will remain subject to the terms of the 2014 Plan and the applicable award agreement. 2021 Equity Incentive Plan In October 2021, the Company adopted the 2021 Equity Incentive Plan (the "2021 Plan"), which provided for the issuance of incentive stock options, nonstatutory stock options, stock appreciation rights, and restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to eligible participants. Options granted under the 2021 Plan may be either incentive stock options or nonqualified stock options. Incentive stock options (ISO) may be granted only to the Company’s employees (including officers and directors). Nonqualified stock options (NSO) may be granted to the Company’s employees and consultants. As of March 31, 2022, only restricted stock units have been granted under the 2021 Plan. A restricted stock unit award may be settled by cash, delivery of shares of the Company’s common stock, a combination of cash and shares as determined by the board of directors, or in any other form of consideration set forth in the restricted stock unit award agreement. Additionally, dividend equivalents may be credited in respect of shares covered by a restricted stock unit award. Except as otherwise provided in the applicable award agreement or by the board of directors, restricted stock unit awards that have not vested will be forfeited once the participant’s continuous service ends for any reason. 2021 Employee Stock Purchase Plan In October 2021, the Company adopted the 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP will allow eligible employees to purchase shares of the Company’s common stock at a discounted price, through payroll deductions of up to IRS allowable limit per calendar year. Once an offering date to purchase shares has been established, the purchase price will be set at the lower of (i) an amount equal to 85 % of the fair value of the shares of the Company’s common stock on the offering date or (ii) 85 % of the fair value of the shares of the Company’s common stock on the applicable purchase date. As of March 31, 2022, the Company has not granted any purchase rights under the ESPP. The Company recognized stock-based compensation expense on all awards in the following categories in the consolidated statement of operations and comprehensive loss for the three months ended March 31, 2022 and 2021 (in thousands): Three Months Ended March 31, 2022 2021 Cost of revenue $ 71 $ 16 Operations and technology 1,446 226 General and administrative 3,604 636 Total stock-based compensation expense $ 5,121 $ 878 Stock Options A summary of the status of the stock options as of March 31, 2022, and changes during the three months then ended is presented below (in thousands except share and per share amounts): Number of Weighted Remaining Aggregate Balance at December 31, 2021 8,843,297 4.12 6.75 $ 16,632 Options granted — Options exercised ( 60,757 ) 1.94 Options cancelled ( 255,346 ) 6.49 Balance at March 31, 2022 8,527,194 4.07 6.45 $ 11,464 Options exercisable as of March 31, 2022 5,631,646 2.53 Vested and expected to vest—March 31, 2022 8,527,194 $ 4.07 The total intrinsic value of options exercised during the three months ended March 31, 2022 was $ 0.1 million. The Company records compensation expense on a straight-line basis over the vesting period. As of March 31, 2022 and 2021, there was approximately $ 12.0 million of total unrecognized stock-based compensation expense related to unvested employee options, which is expected to be recognized over a weighted-average period of 2.7 , and 3.3 years, respectively . Restricted Stock Units (RSU) The following table summarizes information pertaining to RSUs during the three months ended March 31, 2022 (in thousands, except for weighted-average grant-date fair value): Number of RSUs Weighted-Average Nonvested at December 31, 2021 5,184,830 $ 5.57 Granted 7,875,010 3.19 Vested ( 645,719 ) 4.26 Cancelled/forfeited ( 25,310 ) 10.11 Nonvested at March 31, 2022 12,388,811 $ 4.12 The fair value of the RSUs is based on the market value of the underlying shares at the date of grant. The RSU grants’ vesting periods are subject to a service-based condition. The service-based vesting requirements are satisfied either: a) 25 % vesting on the first anniversary of the vesting commencement date, and the remaining 75 % vesting in substantially equal quarterly installments for three years thereafter; b) one-third vesting on each of the first three anniversaries of the vesting commencement date ; or c) awards vest in substantially equal quarterly installments for four years following the vesting start date, all subject to continued service through each vesting date. The Company records compensation expense related to RSUs on a straight-line basis over the vesting period. As of March 31, 2022, there was a total of $ 48.7 million of unrecognized stock-based compensation expense related to RSUs . |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 12. INCOME TAXES The effective tax rate for the three months ended March 31, 2022 and 2021 was 0.1 % and 0.5 %, respectively. The effective tax rate differs from the federal statutory income tax rate primarily due to the full valuation allowance recorded on our net federal and state deferred tax assets. The provision for the three months ended March 31, 2022 is comprised of income taxes in foreign jurisdictions. At March 31, 2022 and 2021 , all unrecognized tax benefits are subject to a full valuation allowance and, if recognized, will not affect the effective tax rate. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net loss per share | 13. NET LOSS PER SHARE The following table sets forth the computation of net loss per common share (in thousands except share and per share amounts): Three Months Ended March 31, 2022 2021 Numerator: Net loss $ ( 55,245 ) $ ( 39,466 ) Denominator: Weighted-average common shares 119,795,897 21,757,502 Net loss per share—basic and diluted $ ( 0.46 ) $ ( 1.81 ) The Company’s potentially dilutive securities, which include public warrants, private placement warrants, restricted stock units, stock options to purchase common stock and warrants to purchase redeemable convertible preferred stock and common stock, have been excluded from the computation of diluted net loss per share as the effect would be antidilutive. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended March 31, 2022 2021 Conversion of redeemable convertible preferred stock — 52,880,354 Public Warrants and Private Placement Warrants 15,660,417 — Warrants to purchase redeemable convertible — 115,875 Options to purchase common stock 8,527,194 9,460,755 Restricted stock units 12,388,811 — Conversion of convertible loan — 4,188,528 Total common stock equivalents 36,576,422 66,645,512 The shares of the Company's common and redeemable convertible preferred stock, prior to the Merger (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 0.34456 established in the Merger as described in Note 3. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2022 | |
Segment Information [Abstract] | |
Segment Information | 14. SEGMENT INFORMATION The Company manages its operations through two operating segments that are based on geographic location: North America and Europe. These operating segments also represent the Company’s reportable segments. • North America: The North America segment consist of operations within the United States and Canada. • Europe: The Europe segment consists of operations within the United Kingdom. Separate financial information is available and regularly evaluated by our chief operating decision maker ("CODM"), who is our president and chief executive officer, in making resource allocation decisions for our segments. The CODM utilizes revenue from external customers and segment income (loss) to measure and assess each segment’s performance. Segment loss is calculated as revenue less cost of revenue, operational expenses directly related to each segment and excludes certain corporate expenses. We view this metric as an important measure of business performance as it captures mobile store and segment profitability and provides comparability across reporting periods. Unallocated corporate operations and technology expenses consist of personnel-related expenses for engineers and the development and maintenance of our technology systems. Unallocated general and administrative expenses consist of personnel-related expenses for executive, finance, legal, human resources, and corporate facilities. Reconciliations of segment revenue to consolidated revenue and segment loss to consolidated loss from operations is shown in the following table for each of the periods presented (in thousands): Three Months Ended March 31, 2022 North America Europe Total Revenue $ 20,764 $ 3,260 $ 24,024 Segment loss ( 32,072 ) ( 7,011 ) ( 39,083 ) Unallocated corporate expenses: Operations and technology ( 4,550 ) General and administrative ( 14,165 ) Loss from operations $ ( 57,798 ) Three Months Ended March 31, 2021 North America Europe Total Revenue $ 15,515 $ 3,831 $ 19,346 Segment loss ( 19,298 ) ( 5,872 ) ( 25,170 ) Unallocated corporate expenses: Operations and technology ( 3,220 ) General and administrative ( 7,763 ) Loss from operations $ ( 36,153 ) The Company’s revenue distribution for its North America segment was as follows: Three Months Ended March 31, 2022 2021 United States 90 % 84 % Canada 10 % 16 % 100 % 100 % During the three months ended March 31, 2022, there were three customers with revenues individually in excess of 10 % of total consolidated net revenues. Net revenues for these customers were approximately $ 15.8 million, $ 3.3 million, and $ 3.0 million in the three months ended March 31, 2022 . Two customers are reflected in the North American segment and one customer is reflected in the European segment. During the three months ended March 31, 2021, there were three customers with revenues individually in excess of 10 % of total consolidated net revenues. Net revenues for these customers were approximately $ 11.5 million, $ 3.8 million, and $ 2.5 million in the three months ended March 31, 2021 . Two customers are reflected in the North American segment and one customer is reflected in the European segment. |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2022 | |
EMPLOYEE BENEFIT PLANS [Abstract] | |
Employee Benefit Plans | 15. EMPLOYEE BENEFIT PLANS In January 2016, the Company adopted a 401(k) Plan that qualifies as a deferred salary arrangement under Section 401 of the Internal Revenue Code. Under the 401(k) Plan, participating U.S. employees may defer a portion of their pretax earnings not to exceed the maximum amount allowable. The Company has not made any matching contributions under the 401(k) Plan as of March 31, 2022 and 2021. The Company also maintains a Group Personal Pension Plan (the “GPP Plan”) for all eligible employees in the Company’s United Kingdom offices. The GPP Plan is a defined contribution plan in which employees are eligible to contribute a portion of their salaries, subject to a maximum annual amount as established by Her Majesty’s Revenue and Customs. In 2022 and 2021, the Company matched 3 % of employee contributions. The Company contributed $ 0.1 million to the GPP Plan in the form of matching contributions in the three month periods ended March 31, 2022 and 2021 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. COMMITMENTS AND CONTINGENCIES Standby Letters of Credit – As of March 31, 2022 and December 31, 2021, the Company had several letters of credit outstanding related to its operating leases and workers compensation totaling $ 1.7 million . Collateral for all standby letters of credit are included in restricted cash in the consolidated balance sheet as of March 31, 2022 and December 31, 2021. As of March 31, 2022 and December 31, 2021, security deposits to landlords totaling $ 3.8 million and $ 3.7 million, respectively, are included in other noncurrent assets in the consolidated balance sheet. Legal Matters – The Company is party to certain claims in the normal course of business. While the results of these claims cannot be predicted with any certainty, the Company believes that the final outcome of these matters will not have a material adverse effect on the condensed consolidated financial position and results of operations. The Company records a liability when it believes that it is probable that a loss will be incurred and the amount of loss or range of loss can be reasonably estimated. There were no such material matters as of March 31, 2022 and December 31, 2021. Indemnifications – As an element of its standard commercial terms, the Company includes an indemnification clause in its agreements with business partners, investors, lenders and contractors that includes defense and indemnification of those parties against liability and damages (including legal defense costs) awarded against those parties arising from claims of infringement of U.S. patents, copyrights, and trademarks, and misappropriation of trade secrets of third parties by the Company’s services or materials. To date, the Company has not experienced any claims related to its indemnification provisions. As of March 31, 2022 and December 31, 2021 , the Company has no t established an indemnification loss reserve. To the extent permitted under Delaware law, the Company has agreements whereby certain officers and directors are indemnified for certain events or occurrences while the director or officer is or was serving in such capacity. The indemnification period covers all pertinent events and so long as such officer or director may be subject to any possible claim. However, the Company maintains director and officer insurance coverage that reduces overall exposure and enables recovery of a portion of any future amounts paid. The estimated fair value of these indemnification agreements in excess of applicable insurance coverage is considered to be immaterial as of March 31, 2022 and December 31, 2021 . |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. SUBSEQUENT EVENTS AND RELATED PARTY TRANSACTIONS Chief Financial Officer Resignation - On April 5, 2022, Fareed Khan resigned as the Chief Financial Officer of the Company effective April 29, 2022. Effective April 13, 2022, Calvin R. Hoagland was retained as the interim Chief Financial Officer and, effective upon the departure of Mr. Khan, became the principal financial and accounting officer of the Company. Related Party Loan – On May 11, 2022, the Company issued a secured promissory note in an aggregate principal amount of $ 10.0 million (the “Note”) to Ron Johnson, chair of the Company’s board of directors, Chief Executive Officer, and a beneficial owner of greater than 5 % of the Company’s common stock (the “Holder”). The Note was approved by the Audit Committee of the Company’s board of directors pursuant to the Company’s Related Party Transaction Policy. The Note has a scheduled maturity date of November 11, 2022 and will be repayable upon written demand of the Holder at any time on or after such date. The Note bears interest at a rate of 10 % per annum, compounding quarterly and payable at maturity. The Company may prepay the Note at any time without premium or penalty. The Note contains customary representations and warranties and events of default, including certain “change of control” events involving the Company. The Note is secured by substantially all of the assets of the Company. The Note does not restrict the incurrence of future indebtedness by the Company, and shall become subordinated in right of payment and lien priority upon the request of any future senior lender. The Company expects to use the proceeds of the Note to fund general corporate and immediate working capital requirements. Customer Deposit - In May 2022, the Company received a customer prepayment for future services reasonably expected to be rendered over the course of May 2022 in the amount of $ 6.1 million, which is subject to adjustment for chargebacks and other adjustments based on actual May and prior transactions. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | 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 Securities and Exchange Commission (“SEC”). The condensed consolidated financial statements include the accounts of Enjoy Technology, Inc. and its wholly owned 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. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 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. |
Reclassification | Reclassifications – 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 months ended March 31, 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. |
Going Concern | Going Concern – The condensed consolidated financial statements have been prepared assuming the Company will 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 this uncertainty. Since inception, the Company has incurred losses and cash outflows from operations. During the three months ended March 31, 2022, the Company incurred net losses of $ 55.2 million and cash outflows from operations used $ 47.8 million. As of March 31, 2022, the Company had an accumulated deficit of approximately $ 697.8 million. The Company has historically financed its operations through the issuance and sale of redeemable convertible preferred stock and through issuance of debt. Management expects that operating losses and negative cash flows from operating activities will continue in the foreseeable future as the Company works to fund its operations and as it progresses through its review of strategic alternatives. Management believes that there is a substantial doubt concerning the Company’s ability to continue as a going concern. On May 11, 2022 the Company secured interim financing of $ 10.0 million (the “Note”) from Ron Johnson, the chair of its board of directors and Chief Executive Officer, to help fund its operations as it pursues strategic alternatives, which has a scheduled maturity date of November 11, 2022 and will be repayable upon written demand of the holder at any time on or after such date. The Note was approved by the Audit Committee of the Company’s board of directors pursuant to the Company’s Related Party Transaction Policy. (See Note 17, “Subsequent Events and Related Party Transactions” for further details regarding the terms of the financing.) Additionally, in early May 2022, the Company received a $ 6.1 million customer prepayment for future services reasonably expected to be rendered over the course of May 2022, which is subject to adjustment for certain chargebacks and other adjustments. The Company is also seeking to obtain additional customer prepayments. There is no guarantee that we will be successful in our further negotiations or that any prepayments received will be adequate to support our current operations or provide sufficient cash flow to meet our obligations in the near term. We expect any such prepayments would negatively impact our cash flows in future periods for which our services have been prepaid. The Company’s estimated cash and cash equivalents, which includes the $ 10 million of related party financing and $ 6.1 million of customer prepayments against second quarter sales, was $ 36.1 million as of May 12, 2022. The Company is in discussions with multiple financing sources to attempt to secure additional interim financing by early June 2022, which is needed to continue operations and fund other liquidity needs. In the absence of additional sources of liquidity, management anticipates that existing cash resources will not be sufficient to meet operating and liquidity needs beyond early June 2022. There is no assurance that management will be able to obtain additional liquidity or be successful in raising additional funds or that such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on our existing stockholders. In addition, we are unable to determine at this time whether any of these potential sources of liquidity will be adequate to support our operations or provide sufficient cash flows to us to meet our obligations as they become due and continue as a going concern. In the event we determine that additional sources of liquidity will not be available to us or will not allow us to meet our obligations as they become due, we may need to file a voluntary petition for relief under the United States Bankruptcy Code in order to implement a restructuring plan or liquidation. On May 16, 2022, the Company announced that its board of directors had initiated a review of strategic alternatives, including a potential sale, merger or other strategic transaction, and of the Company's financing strategy. The Company is in the early stages of its strategic review and has not set a timetable for completion of the review process. There can be no assurance that the process will result in any transaction or strategic change at this time. The Company has retained Centerview Partners as its financial advisor to assist with the strategic review and has also engaged global consulting firm AlixPartners to advise on the Company's finances during this review period. In the event we are not able to successfully consummate a strategic transaction, or obtain additional financing as discussed above, or will not be able to meet our obligations as they become due, we may need to file a voluntary petition for relief under the United States Bankruptcy Code in order to implement a restructuring plan or liquidation. |
Leases | Leases — Under ASC 842, a contract is or contains a lease when, (1) explicitly or implicitly identified assets have been identified in the contract and (2) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company will determine if an arrangement is a lease at inception of the contract. For all leases (finance and operating leases), as of the lease commencement date the Company recognizes a liability on the balance sheet for our obligation related to the lease and a corresponding asset representing our right to use the underlying asset over the period of use. Leases with an initial term of 12 months or less meet the definition of a short-term lease which, as a result of the Company's accounting policy election, are not recorded on the balance sheet; and the lease expense for these leases is recognized on a straight-line basis over the lease term. The lease liability for each lease is recognized at lease commencement based on the present value of the lease payments not yet paid. The initial balance of the right-of-use asset (“ROU asset”) for each lease is recorded at the amount equal to the initial measurement of lease liability, adjusted for balances of prepaid rent, lease incentives received and initial direct costs incurred. Total lease payments are discounted to present value using the more readily determinable of (i) the rate implicit in the lease or (ii) the Company’s incremental borrowing rate (which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease). Because the Company’s leases generally do not provide an implicit rate, the Company estimates its incremental borrowing rate using information available at the lease commencement date, including but not limited to our credit rating, lease term, and the currency in which the arrangement is denominated. The Company's lease terms may include periods under options to extend (or not terminate the lease) when it is reasonably certain that we will exercise that option. The Company generally uses the base, non-cancelable lease term when determining the lease assets and liabilities. The Company includes the option to renew (or not terminate) in its determination of the lease term when the option is deemed to be reasonably assured to be exercised. The Company accounts for changes in the expected lease term as a modification of the original contract. For operating leases, expense is generally recognized on a straight-line basis over the lease term. For any finance leases, interest on the lease liability is recognized using the effective interest method, while the right-of-use asset is amortized on a straight-line basis, from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. See further discussion regarding the Company's accounting for leases following under "Recently Adopted Accounting Pronouncements." |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842) , which supersedes existing guidance on accounting for leases in 'Leases (Topic 840)'. ASU 2016-02 modified lease accounting for lessees by requiring recognition of right-of-use assets and lease liabilities for all leases, other than the leases that meet the definition of short-term leases, at the option of the Company. The new lease accounting standard also requires enhanced disclosure about an entity's leasing arrangements, among other changes. On January 1, 2022, the Company adopted the new lease accounting standard and recognized the cumulative effect of initially applying the guidance as an adjustment to the operating lease right-of-use assets and operating lease liabilities on its condensed consolidated balance sheet on January 1, 2022 without retrospective application to comparative periods. The Company's financial statements for the fiscal quarters and year ending December 31, 2022 and forward shall reflect the application of Topic 842. Upon adoption: • the Company elected the package of practical expedients under Topic 842 which allows for not reassessing (1) whether existing contracts contain leases, (2) the lease classification for existing leases, and (3) whether existing initial direct costs meet the new definition; • the Company did not elect the use of hindsight to reassess lease term, or the practical expedient relating to accounting for land easements, which was not applicable to the Company; • the Company made an accounting policy election to not recognize right-of-use assets and lease liabilities that arise from short-term leases, which are defined as leases with a lease term of 12 months or less at the lease commencement date; and • the practical expedient in ASC Subtopic 842-10 to not separate non-lease components from lease components and instead account for each separate lease component and non-lease components associated with that lease component as a single lease component. The Company elected to apply this expedient to all classes of underlying assets. Upon adoption, the Company recorded operating lease right-of-use assets and lease liabilities amounting to $ 43.6 million and $ 47.1 million, respectively, and corresponding reductions of $ 2.3 million to deferred rent, $ 1.2 million to lease incentive liability and $ 0.1 million to prepaid rent . The Company does not have any material finance leases. The adoption of the new lease accounting standard had no impact on cash provided by or used in operating, investing or financing activities in the Company’s condensed consolidated statements of cash flows. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) . The amendments in the updated guidance simplify the accounting for income taxes by removing certain exceptions and improving consistent application of other areas of the topic by clarifying the guidance. The new guidance is effective for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. The adoption of the standard did not have a material impact on the Company's condensed consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 changes how entities account for convertible instruments and contracts in an entity’s own equity and simplifies the accounting for convertible instruments by removing the Beneficial Conversion Feature (“BCF”) and Cash Conversion Feature (“CCF”) separation models required under the current guidance. ASU 2020-06 also removes certain settlement conditions that are required for equity contracts to qualify for equity classification. Lastly, ASU 2020-06 changes the existing diluted earnings per share (“EPS”) calculation for convertible debt that contains a CCF and increases disclosure requirements for convertible instruments. The ASU is effective for public business entities that meet the definition of a SEC filer, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The adoption of the standard did not have a material impact on the Company's condensed consolidated financial statements. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , and has since issued various amendments. The guidance and related amendments modify the accounting for credit losses for most financial assets and require the use of an expected loss model replacing the currently used incurred loss method. Under this model, entities are required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. The guidance is effective for the Company for the year beginning after December 15, 2022. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s condensed consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805)—Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . This ASU was issued to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the following: (1) recognition of an acquired contract liability; and (2) payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in this ASU require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination, whereas current GAAP requires that the acquirer measures such assets and liabilities at fair value on the acquisition date. The guidance is effective for the Company for the year beginning after December 15, 2023, with early adoption permitted. The Company will apply the guidance in ASU 2021-08 on a prospective basis for business combinations occurring during the fiscal year in which the Company adopts the amendments. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis in the condensed consolidated financial statements (in thousands): Fair Value Measurements at March 31, 2022 Using: Level 1 Level 2 Level 3 Total Liabilities: Derivative warrant liabilities - Public $ 2,336 $ — $ — $ 2,336 Derivative warrants liabilities - Private — 1,579 — 1,579 Total financial liabilities $ 2,336 $ 1,579 $ — $ 3,915 Fair Value Measurements at December 31, 2021 Using: Level 1 Level 2 Level 3 Total Liabilities: Derivative warrant liabilities - Public $ 3,924 $ — $ — $ 3,924 Derivative warrants liabilities - Private — 2,653 — 2,653 Total financial liabilities $ 3,924 $ 2,653 $ — $ 6,577 |
Property And Equipment, Net (Ta
Property And Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment, Net [Abstract] | |
Schedule of property and equipment, net | Property and equipment, net consists of the following (in thousands): March 31, December 31, Leasehold improvements $ 21,365 $ 20,446 Furniture and fixtures 2,244 2,173 Office equipment 807 591 Computer equipment 107 107 Vehicles 66 66 Vehicle equipment 283 283 24,872 23,666 Less: accumulated depreciation ( 8,500 ) ( 7,721 ) Property and equipment, net $ 16,372 $ 15,945 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, net | Intangible assets, net consist of the following (in thousands): March 31, December 31, Domain Name $ 1,500 1,500 Less: accumulated amortization ( 658 ) ( 633 ) Intangible assets, net $ 842 $ 867 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of Components of Operating Lease Expense | The components of total lease expense related to operating leases are as follows (in thousands): For the Three Months Operating lease cost $ 4,227 Variable lease cost 892 Short-term lease cost 1,814 $ 6,933 |
Schedule of Supplemental Balance Sheet Information Related to Leases | The following table provides balance sheet information related to the Company's operating leases (in thousands): March 31, Assets Operating lease right-of-use assets $ 40,144 Liabilities Operating lease liabilities, current $ 14,467 Operating lease liabilities, non-current 29,193 Total operating lease liabilities $ 43,660 |
Schedule Of Supplemental Cash Flow Information Related to Leases | The following table provides supplemental cash flows information related to the Company's operating leases (in thousands): For the Three Months Cash paid for amounts included in the measurement of lease liabilities: Cash flow from financing activities $ — Cash flow from operating activities 4,371 Supplemental non-cash information on lease liabilities arising from obtaining right-of-use assets: Lease liabilities arising from obtaining new ROU assets during the period 937 Weighted average remaining lease term 3.51 Weighted average discount rate 4.18 % |
Schedule of Maturities of Lease Liabilities | The maturities of lease liabilities as of March 31, 2022 were as follows (in thousands): For the year Operating leases 2022 $ 12,424 2023 12,627 2024 10,882 2025 7,311 2026 3,599 Thereafter 261 Total undiscounted lease payments 47,104 Less: portion representing interest ( 3,444 ) Total lease liability 43,660 As of March 31, 2022, the Company had signed additional lease agreements with total future undiscounted lease payments of approximately $ 3.5 million. Those additional lease agreements have an initial term of 5 years with options to renew the leases during the lease terms for an additional 5 years. |
Accrued Expenses And Other Cu_2
Accrued Expenses And Other Current Liablities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Summary of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): March 31, December 31, Accrued salaries and wages $ 5,430 $ 8,677 Deferred rent — 3,552 Accrued payables 7,732 5,296 Accrued tax 1,296 1,259 Accrued vacation and benefits 1,840 1,181 Accrued other 122 145 Total accrued expenses and other current liabilities $ 16,420 $ 20,110 |
Stock Warrants (Tables)
Stock Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Warrant Liabilities | Warrant liabilities consist of the following (in thousands): March 31, December 31, 2022 2021 Public Warrants $ 2,336 $ 3,924 Private Placement Warrants 1,579 2,653 Total warrant liabilities $ 3,915 $ 6,577 |
Common Stock (Tables)
Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Summary of Reserved Shares of Common Stock | As of each balance sheet date, the Company had reserved shares of common stock for issuance in connection with the following: March 31, December 31, Exercise of Public Warrants and Private Placement Warrants 15,660,417 15,660,417 Warrants to purchase redeemable convertible and common stock — 115,875 Awards outstanding under the equity 21,444,664 14,401,983 Awards available for future grant under the 7,931,338 6,673,256 Awards available for future grant under the 3,881,838 2,383,437 Total 48,918,257 39,234,968 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary Of Stock-Based Compensation Expense | The Company recognized stock-based compensation expense on all awards in the following categories in the consolidated statement of operations and comprehensive loss for the three months ended March 31, 2022 and 2021 (in thousands): Three Months Ended March 31, 2022 2021 Cost of revenue $ 71 $ 16 Operations and technology 1,446 226 General and administrative 3,604 636 Total stock-based compensation expense $ 5,121 $ 878 |
Summary Of The Status Of The Stock Options | A summary of the status of the stock options as of March 31, 2022, and changes during the three months then ended is presented below (in thousands except share and per share amounts): Number of Weighted Remaining Aggregate Balance at December 31, 2021 8,843,297 4.12 6.75 $ 16,632 Options granted — Options exercised ( 60,757 ) 1.94 Options cancelled ( 255,346 ) 6.49 Balance at March 31, 2022 8,527,194 4.07 6.45 $ 11,464 Options exercisable as of March 31, 2022 5,631,646 2.53 Vested and expected to vest—March 31, 2022 8,527,194 $ 4.07 |
Summary of Restricted Stock Units | The following table summarizes information pertaining to RSUs during the three months ended March 31, 2022 (in thousands, except for weighted-average grant-date fair value): Number of RSUs Weighted-Average Nonvested at December 31, 2021 5,184,830 $ 5.57 Granted 7,875,010 3.19 Vested ( 645,719 ) 4.26 Cancelled/forfeited ( 25,310 ) 10.11 Nonvested at March 31, 2022 12,388,811 $ 4.12 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Net Loss Per Common Share | The following table sets forth the computation of net loss per common share (in thousands except share and per share amounts): Three Months Ended March 31, 2022 2021 Numerator: Net loss $ ( 55,245 ) $ ( 39,466 ) Denominator: Weighted-average common shares 119,795,897 21,757,502 Net loss per share—basic and diluted $ ( 0.46 ) $ ( 1.81 ) |
Summery of Antidilutive Securities Excluded From Computation Of Earnings Per Share | the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended March 31, 2022 2021 Conversion of redeemable convertible preferred stock — 52,880,354 Public Warrants and Private Placement Warrants 15,660,417 — Warrants to purchase redeemable convertible — 115,875 Options to purchase common stock 8,527,194 9,460,755 Restricted stock units 12,388,811 — Conversion of convertible loan — 4,188,528 Total common stock equivalents 36,576,422 66,645,512 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Information [Abstract] | |
Reconciliations of segment result to consolidate results | Reconciliations of segment revenue to consolidated revenue and segment loss to consolidated loss from operations is shown in the following table for each of the periods presented (in thousands): Three Months Ended March 31, 2022 North America Europe Total Revenue $ 20,764 $ 3,260 $ 24,024 Segment loss ( 32,072 ) ( 7,011 ) ( 39,083 ) Unallocated corporate expenses: Operations and technology ( 4,550 ) General and administrative ( 14,165 ) Loss from operations $ ( 57,798 ) Three Months Ended March 31, 2021 North America Europe Total Revenue $ 15,515 $ 3,831 $ 19,346 Segment loss ( 19,298 ) ( 5,872 ) ( 25,170 ) Unallocated corporate expenses: Operations and technology ( 3,220 ) General and administrative ( 7,763 ) Loss from operations $ ( 36,153 ) |
Summery of revenue distribution for its North America segment | The Company’s revenue distribution for its North America segment was as follows: Three Months Ended March 31, 2022 2021 United States 90 % 84 % Canada 10 % 16 % 100 % 100 % |
Description of Business And B_2
Description of Business And Basis Of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | May 11, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | May 12, 2022 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Accumulated deficit | $ (697,787) | $ (642,542) | |||
Net loss | (55,245) | $ (39,466) | |||
Net cash flows operating activities | (47,760) | $ (35,268) | |||
Cash and cash equivalents | $ 37,277 | $ 85,836 | |||
Subsequent Event [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Cash and cash equivalents | $ 36,100 | ||||
Customer advances | 6,100 | ||||
Subsequent Event [Member] | Chief Executive Officer [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Other Secured Financings | $ 10,000 | $ 10,000 | |||
Debt Instrument, Maturity Date | Nov. 11, 2022 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Operating lease right-of-use assets | $ 40,144 | |
Operating lease liabilities | 14,467 | |
ASU 842 | ||
Prepaid rent | (100) | |
Lease incentive liability | (1,200) | |
Reductions of deferred rent | (2,300) | |
Operating lease right-of-use assets | 43,600 | |
Operating lease liabilities | $ 47,100 |
Reverse Recapitalization (Addit
Reverse Recapitalization (Additional Information) (Details) | Oct. 13, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021$ / sharesshares |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | ||
Stock issued during period value | $ | $ 118,000 | $ 423,000 | ||
Shares Issued, Price Per Share | $ / shares | $ 10 | |||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.34456 | |||
Ordinary shares outstanding | shares | 120,111,678 | 119,624,679 | ||
Proceeds From Merger Gross | $ | $ 171,000,000 | |||
Proceeds From Merger Net | $ | 112,600,000 | |||
Payments for Merger Related Costs | $ | 10,400,000 | |||
Proceeds from initial public offering | $ | $ 36,000,000 | |||
Marquee Raine Acquisition Corp [Member] | ||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 10 | |||
Preferred stock convertible conversion price | $ / shares | $ 0.00001 | |||
Warrants outstandings | shares | 336,304 | |||
Preferred stock converted into warrants | shares | 115,875 | |||
Warrants exercise price | $ / shares | $ 6.90 | |||
Class of Warrant or Right, Outstanding | shares | 336,304 | |||
Backstop Investors [Member] | ||||
Stock issued during the period shares, Shares | shares | 5,500,906 | |||
Stock issued during period value | $ | $ 55,009,060 | |||
Merger Backstop Investment And Pipe Investment [Member] | ||||
Warrants outstandings | shares | 15,776,292 | |||
Ordinary shares outstanding | shares | 119,621,866 | |||
Class of Warrant or Right, Outstanding | shares | 15,776,292 | |||
PIPE Investors [Member] | ||||
Stock issued during period value issued for services | $ | $ 80,000,000 | |||
Stock issued during the period shares, Shares | shares | 8,000,000 | |||
Series A Preferred Stock [Member] | Marquee Raine Acquisition Corp [Member] | ||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.00001 | |||
Series B Preferred Stock [Member] | Marquee Raine Acquisition Corp [Member] | ||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | 0.00001 | |||
Series C Preferred Stock [Member] | Marquee Raine Acquisition Corp [Member] | ||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | 0.00001 | |||
Merger Agreement [Member] | Marquee Raine Acquisition Corp [Member] | ||||
Shares Issued, Price Per Share | $ / shares | $ 10 | |||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.34456 |
Fair Value Measurements (Additi
Fair Value Measurements (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurements, Nonrecurring Value Measurement [Abstract] | ||
Fair Value, Asset Transfers Into Level 3 | $ 0 | $ 0 |
Fair Value, Asset Transfers out of Level 3 | $ 0 | $ 0 |
Property And Equipment, Net - S
Property And Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 24,872 | $ 23,666 |
Less: accumulated depreciation | (8,500) | (7,721) |
Property and equipment, net | 16,372 | 15,945 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 21,365 | 20,446 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 2,244 | 2,173 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 807 | 591 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 107 | 107 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 66 | 66 |
Vehicle equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 283 | $ 283 |
Property And Equipment, Net (Ad
Property And Equipment, Net (Additional Information) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 1.1 | $ 0.9 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary of Intangible assets, net (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Domain Name | $ 1,500 | $ 1,500 |
Less: accumulated amortization | (658) | (633) |
Intangible assets, net | $ 842 | $ 867 |
Intangible Assets, Net (Additio
Intangible Assets, Net (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 25 | $ 25 |
Leases - Schedule of Components
Leases - Schedule of Components of Operating Lease Expense (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 4,227 |
Variable lease cost | 892 |
Short-term lease cost | 1,814 |
Lease, Cost, Total | $ 6,933 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets [Abstract] | ||
Operating Lease, Right-of-Use Asset | $ 40,144 | |
Liabilities [Abstract] | ||
Operating lease liabilities, current | 14,467 | |
Operating lease liabilities, non-current | 29,193 | |
Operating Lease, Liability, Total | $ 43,660 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental cash flows information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Cash flow from financing activities | $ 0 |
Cash flow from operating activities | 4,371 |
Supplemental non-cash information on lease liabilities arising from obtaining right-of-use assets: | |
Lease liabilities arising from obtaining new ROU assets during the period | $ 937 |
Weighted average remaining lease term | 3 years 6 months 3 days |
Weighted average discount rate | 4.18% |
Leases - Schedule of maturities
Leases - Schedule of maturities of lease liabilities (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Leases [Abstract] | |
2022 | $ 12,424 |
2023 | 12,627 |
2024 | 10,882 |
2025 | 7,311 |
2026 | 3,599 |
Thereafter | 261 |
Total undiscounted lease payments | 47,104 |
Less: portion representing interest | (3,444) |
Total lease liability | $ 43,660 |
Leases (Additional Information)
Leases (Additional Information) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Operating Leases, Rent Expense | $ 3.9 | |
Future undiscounted payments | $ 3.5 | |
Initial lease term | 5 years | |
Additional lease term | 5 years | |
Maximum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Real estate and non-real estate leases, remaining lease terms | 6 years | |
Minimum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Real estate and non-real estate leases, remaining lease terms | 12 months |
Accrued Expenses And Other Cu_3
Accrued Expenses And Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accrued salaries and wages | $ 5,430 | $ 8,677 |
Deferred rent | 3,552 | |
Accrued payables | 7,732 | 5,296 |
Accrued tax | 1,296 | 1,259 |
Accrued vacation and benefits | 1,840 | 1,181 |
Accrued other | 122 | 145 |
Total accrued expenses and other current liabilities | $ 16,420 | $ 20,110 |
Stock Warrants - Schedule of Wa
Stock Warrants - Schedule of Warrant Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||
Total warrant liabilities | $ 3,915 | $ 6,577 |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Total warrant liabilities | 2,336 | 3,924 |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Total warrant liabilities | $ 1,579 | $ 2,653 |
Stock Warrants (Additional Info
Stock Warrants (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Change in fair value of derivative warrant liabilities | $ (2,662) | $ (26) |
Class of warrants or rights expiry date | Oct. 15, 2026 | |
Class of warrants or rights term | 5 years | |
Class of warrants, redemption price per unit | $ 10 | |
Share Price More Than or Equals To $18 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share Price | 18 | |
Class of warrants, redemption price per unit | $ 0.01 | |
Class of warrants, redemption notice period | 30 days | |
Number of consecutive trading days for determining share price | 20 days | |
Number of trading days for determining share price | 30 days | |
Share Price Equals or Exceeds $10 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share Price | $ 10 | |
Class of warrants, redemption price per unit | $ 0.10 | |
Class of warrants, redemption notice period | 30 days | |
Share Price Less Than or Equals To $18 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants, redemption price per unit | $ 18 | |
Warrants to purchase redeemable convertible preferred stock | ||
Class of Warrant or Right [Line Items] | ||
Warrants exercise price | $ 11.50 | |
Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Number of days determining fair market value of the ClassA ordinary shares | 10 days | |
Securities called by each warrant | 0.361 | |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstandings | 9,343,750 | |
Private Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstandings | 6,316,667 | |
Other Nonoperating Income (Expense) [Member] | ||
Class of Warrant or Right [Line Items] | ||
Change in fair value of derivative warrant liabilities | $ 2,700 |
Common Stock (Additional Inform
Common Stock (Additional Information) (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Common Stock, Shares, Outstanding | 120,111,678 | 119,624,679 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Voting Rights | one vote |
Common Stock - Summary Of Reser
Common Stock - Summary Of Reserved Shares Of Common Stock (Details) - shares | Mar. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 48,918,257 | 39,234,968 |
Exercise Of Public Warrants And Private Placement Warrants [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 15,660,417 | 15,660,417 |
Warrants To Purchase Redeemable Convertible And Common Stock Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 115,875 | |
Awards Outstanding Under The Equity Incentive Plans [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 21,444,664 | 14,401,983 |
Awards Available For Future Grant Under The Equity Incentive Plans [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 7,931,338 | 6,673,256 |
Awards Available For Future Grant Under The Employee Stock Purchase Plan [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 3,881,838 | 2,383,437 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Derivative warrant liabilities | $ 3,915 | $ 6,577 |
Level 1 [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 2,336 | 3,924 |
Level 2 [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 1,579 | 2,653 |
Level 3 [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | ||
Public Warrant [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 2,336 | 3,924 |
Public Warrant [Member] | Level 1 [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 2,336 | 3,924 |
Public Warrant [Member] | Level 2 [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | ||
Public Warrant [Member] | Level 3 [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | ||
Private Warrant [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 1,579 | 2,653 |
Private Warrant [Member] | Level 1 [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | ||
Private Warrant [Member] | Level 2 [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 1,579 | 2,653 |
Private Warrant [Member] | Level 3 [Member] | ||
Liabilities: | ||
Derivative warrant liabilities |
Stock-based Compensation - Summ
Stock-based Compensation - Summary Of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 5,121 | $ 878 |
Cost of Revenue [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 71 | 16 |
Operations And Technology [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 1,446 | 226 |
General and Administrative [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 3,604 | $ 636 |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary Of The Status Of The Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Balance at the beginning (Number of Shares) | 8,843,297 | |
Options granted (Number of Shares) | 0 | |
Options exercised (Number of Shares) | (60,757) | |
Options cancelled (Number of Shares) | (255,346) | |
Balance at the end (Number of Shares) | 8,527,194 | 8,843,297 |
Options exercisable (Number of Shares) | 5,631,646 | |
Vested and expected to vest (Number of Shares) | 8,527,194 | |
Balance at the beginning (Weighted Average Exercise Price) | $ 4.12 | |
Options exercised (Weighted Average Exercise Price) | 1.94 | |
Options cancelled (Weighted Average Exercise Price) | 6.49 | |
Balance at the end (Weighted Average Exercise Price) | 4.07 | $ 4.12 |
Options exercisable (Weighted Average Exercise Price) | 2.53 | |
Vested and expected to vest (Weighted Average Exercise Price) | $ 4.07 | |
Remaining Contractual Term In Years | 6 years 5 months 12 days | 6 years 9 months |
Aggregate Intrinsic Value | $ 11,464 | $ 16,632 |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of Restricted Stock Units (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of RSUs, Beginning balance | shares | 5,184,830 |
Number of RSUs, Granted | shares | 7,875,010 |
Number of RSUs, Vested | shares | (645,719) |
Number of RSUs, Cancelled/Forfeited | shares | (25,310) |
Number of RSUs, Ending balance | shares | 12,388,811 |
Weighted-Average Grant Date Fair Value per Share, Beginning balance | $ / shares | $ 5.57 |
Weighted-Average Grant Date Fair Value per Share, Granted | $ / shares | 3.19 |
Weighted-Average Grant Date Fair Value per Share, Vested | $ / shares | 4.26 |
Weighted-Average Grant Date Fair Value per Share, Cancelled/Forfeited | $ / shares | 10.11 |
Weighted-Average Grant Date Fair Value per Share, Beginning balance | $ / shares | $ 4.12 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Oct. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share based compensation by share based award intrinsic value of options excercised during the period | $ 100 | ||
Stock-based compensation expense | $ 5,121 | $ 878 | |
2014 Equity Incentive Plan [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share based compensation arrangement by share based payment award, Award vesting period | 4 years | ||
Share based compensation by share based payment award expiration period | 10 years | ||
Share based compensation by share based award exercise period | 90 days | ||
2014 Equity Incentive Plan [Member] | Incentive Stock Options [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share based compensation by share based payment award purchase price of common stock as a percentage of fair value | 100.00% | ||
Two Thousand And Twenty One Employee Stock Purchase Plan Member | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share based compensation by share based payment award purchase price of common stock as a percentage of fair value | 85.00% | ||
Employee Stock Option Member | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share based arrangement non vested award options costs not yet recognized amount | $ 12,000 | $ 12,000 | |
Share based payment award non vested cost not yet recognized recognition period | 2 years 8 months 12 days | 3 years 3 months 18 days | |
Employee Stock Option Member | 2014 Equity Incentive Plan [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share based compensation by share based payment award vesting rights percentage | 25.00% | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Unrecognized stock-based compensation expense related to Equity statements othee than Stock options | $ 48,700 | ||
Share-based Payment Arrangement, Tranche One [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share based compensation by share based payment award purchase price of common stock as a percentage of fair value | 110.00% | ||
Share-based Payment Arrangement, Tranche One [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share based compensation by share based payment award vesting rights percentage | 75.00% | ||
Share Based Compensation Award Remaining Tranche Member | Restricted Stock Units (RSUs) [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share based compensation by share based payment award vesting rights percentage | 25.00% | ||
Share based compensation arrangement by share based payment award, Award vesting period | 3 years | ||
Share based compensation arrangement by share based payment award, Award vesting rights | one-third vesting on each of the first three anniversaries of the vesting commencement date | ||
Share Based Compensation Remaining Three Tranches Twenty Five Percent Each To Be Vested In Monthly Instalments Member | Restricted Stock Units (RSUs) [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share based compensation arrangement by share based payment award, Award vesting rights | awards vest in substantially equal quarterly installments for four years following the vesting start date, all subject to continued service through each vesting date. |
Income Taxes (Additional Inform
Income Taxes (Additional Information) (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 0.10% | 0.50% |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of computation of net loss per common share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net loss | $ (55,245) | $ (39,466) |
Denominator: | ||
Weighted-average common shares outstanding-basic and diluted | 119,795,897 | 21,757,502 |
Net loss per share-basic and diluted | $ (0.46) | $ (1.81) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Antidilutive Securities Excluded From Computation Of Earning Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share amount | 36,576,422 | 66,645,512 |
Conversion of Redeemable Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share amount | 0 | 52,880,354 |
Public Warrants and Private Placement Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share amount | 15,660,417 | 0 |
Warrants to purchase redeemable convertible preferred stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share amount | 0 | 115,875 |
Options to purchase common stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share amount | 8,527,194 | 9,460,755 |
Restricted stock units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share amount | 12,388,811 | 0 |
Conversion of Convertible Loan | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share amount | 0 | 4,188,528 |
Net Loss Per Share (Additional
Net Loss Per Share (Additional Information) (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.34456 |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022USD ($)CustomersSegments | Mar. 31, 2021USD ($)Customers | |
Revenue, Major Customer [Line Items] | ||
Number of operating segments | Segments | 2 | |
Revenue | $ 24,024 | $ 19,346 |
Percentage of total consolidated revenues | 10.00% | 10.00% |
North America Segment [Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenue | $ 20,764 | $ 15,515 |
Europe Segment [Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenue | $ 3,260 | $ 3,831 |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||
Revenue, Major Customer [Line Items] | ||
Number of major customers | Customers | 3 | 3 |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer One [Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenue | $ 15,800 | $ 11,500 |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Three [Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenue | 3,000 | 2,500 |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Two [Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenue | $ 3,300 | $ 3,800 |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | North America Segment [Member] | ||
Revenue, Major Customer [Line Items] | ||
Number of major customers | Customers | 2 | 2 |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Europe Segment [Member] | ||
Revenue, Major Customer [Line Items] | ||
Number of major customers | Customers | 1 | 1 |
Segment Information - Reconcili
Segment Information - Reconciliations of segment result to consolidate results (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenues | $ 24,024 | $ 19,346 |
Segment loss | (57,798) | (36,153) |
Unallocated corporate expenses: | ||
General and administrative expenses | 19,680 | 12,098 |
Loss from operations | (57,798) | (36,153) |
Segment Reconciling Items [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenues | 24,024 | 19,346 |
Segment loss | (39,083) | (25,170) |
Unallocated corporate expenses: | ||
Operations and technology | (4,550) | (3,220) |
General and administrative expenses | (14,165) | (7,763) |
Loss from operations | (39,083) | (25,170) |
North America Segment [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenues | 20,764 | 15,515 |
North America Segment [Member] | Segment Reconciling Items [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Segment loss | (32,072) | (19,298) |
Unallocated corporate expenses: | ||
Loss from operations | (32,072) | (19,298) |
Europe Segment [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenues | 3,260 | 3,831 |
Europe Segment [Member] | Segment Reconciling Items [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Segment loss | (7,011) | (5,872) |
Unallocated corporate expenses: | ||
Loss from operations | $ (7,011) | $ (5,872) |
Segment Information - Summary o
Segment Information - Summary of revenue distribution for its North America segment (Details) - North America Segment [Member] - Geographic Concentration Risk [Member] - Revenue Benchmark [Member] | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 100.00% | 100.00% |
UNITED STATES | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 90.00% | 84.00% |
CANADA | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 10.00% | 16.00% |
Employee Benefit Plans (Additio
Employee Benefit Plans (Additional Information) (Details) - Group Personal Pension Plan [Member] - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Maximum amount the employee may contribute to a defined contribution plan | $ 0.1 | $ 0.1 |
Maximum percentage of employee contribute to a defined contribution plan | 3.00% | 3.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Operating Leases, Rent Expense | $ 3,900 | ||
Loss Contingency Accrual, Payments | $ 0 | $ 0 | |
Indemnification Loss Reserve | 0 | 0 | |
Other Noncurrent Assets [Member] | |||
Security Deposit | 3,800 | 3,700 | |
Standby Letters of Credit [Member] | |||
Letters of Credit Outstanding, Amount | $ 1,700 | $ 1,700 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - USD ($) $ in Millions | May 11, 2022 | Mar. 31, 2022 | May 31, 2022 |
Subsequent Event [Line Items] | |||
CFO Resignation | On April 5, 2022, Fareed Khan resigned as the Chief Financial Officer of the Company effective April 29, 2022. | ||
Forecast [Member] | |||
Subsequent Event [Line Items] | |||
Customer Deposits | $ 6.1 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Interest Rate | 10.00% | ||
Chief Executive Officer [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Issued Secured Promissory Note | $ 10 | ||
Debt Instrument, Maturity Date | Nov. 11, 2022 | ||
Beneficial Owner [Member] | Chief Executive Officer [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Ownership Percent | 5.00% |