|3 Months Ended|
Mar. 31, 2021
|Business Combinations [Abstract]|
6. Business Combinations
On December 16, 2020, the
Accordingly, the Company recorded all assets acquired and liabilities assumed at their acquisition-date fair values, with any excess recognized as goodwill. The aggregate value of the consideration paid by
in the Business Combination was approximately $236.9
million which included a) a cash payment of
$30,000,000, b) the issuance of 6,603,773 common stock shares valued at approximately $103,680,000,
andc) contingent earnout consideration (Contingent Consideration) valued at approximately $103,207,000.
The former members of BurgerFi may be entitled to additional shares of Common Stock if certain stock price targets are met by the Company (“Earnout Share Consideration”) on a
pro-ratabasis based on their
pre-closingownership percentages subject to the Company achieving certain share price targets through December 15, 2023. No such price targets were achieved during the three months ended March 31, 2021.
The accounting for this Business Combination is considered provisional because certain aspects of the purchase price allocation including the valuation of certain acquired customer-related intangible assets have not been finalized.
The following table represents changes to goodwill and the initial purchase price allocation as of March 31, 2021:
Adjustments to goodwill during the period ended March 31, 2021 include updates to estimates of provisional amounts recorded as of the Business Combination.
The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef