Acquisitions (Tables)
|
12 Months Ended |
Dec. 31, 2021 |
|---|
| Business Combination and Asset Acquisition [Abstract] |
|
| Schedule of Consideration Paid |
|
|
|
|
|
|
| Consideration Paid |
|
|
|
| (in thousands) |
|
| Cash |
$ |
30,000 |
|
| Common Stock |
103,680 |
|
| Contingent consideration |
103,207 |
|
| Total Consideration |
$ |
236,887
|
|
|
| Summary of Input Variables |
The input variables are noted in the table below:
|
|
|
|
|
|
|
2020 |
| Risk-free interest rate |
0.37 |
% |
| Expected life in years |
3 |
| Expected volatility |
60 |
% |
| Expected dividend yield * |
0 |
% |
* The Monte Carlo method assumes a reinvestment of dividends. |
|
|
| Summary of Fair Values of Assets Acquired Net of Current Liabilities |
The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date, which have been finalized during the measurement period:
|
|
|
|
|
|
|
|
|
| (in thousands) |
|
Fair Value December 16, 2020 |
| Cash |
|
$ |
2,179 |
|
| Cash - restricted |
|
611 |
|
| Accounts receivable |
|
378 |
|
| Inventory |
|
260 |
|
| Other current assets |
|
1,235 |
|
| Property and equipment |
|
8,520 |
|
| Intangible assets |
|
117,124 |
|
| Other assets |
|
199 |
|
| Accounts payable, accrued expenses, and other current liabilities |
|
(7,740) |
|
| Revolving line of credit |
|
(3,012) |
|
| Current portion of deferred franchise fees |
|
(521) |
|
| Other deposit |
|
(907) |
|
| Deferred initial franchise fees, net of current portion |
|
(2,531) |
|
| Notes payable |
|
(2,889) |
|
| Fair Value of Tangible and Identifiable Intangible assets and liabilities assumed |
|
$ |
112,906 |
|
| Consideration paid |
|
236,887 |
|
| Goodwill |
|
$ |
123,981 |
|
|
|
|
|
|
|
|
|
|
| (in thousands) |
|
Fair Value November 3, 2021 |
| Cash |
|
$ |
5,522 |
|
| Accounts receivable |
|
597 |
|
| Inventory |
|
986 |
|
| Other current assets |
|
1,662 |
|
| Property and equipment |
|
13,534 |
|
| Intangible assets |
|
67,344 |
|
| Accounts payable, accrued expenses, and other current liabilities |
|
(15,451) |
|
| Long-term borrowings |
|
(77,063) |
|
| Deferred tax liability |
|
$ |
(1,755) |
|
| Fair Value of Tangible and Identifiable Intangible assets and liabilities assumed |
|
$ |
(4,624) |
|
| Consideration paid |
|
75,871 |
|
| Goodwill |
|
$ |
80,495 |
|
|
| Schedule of Goodwill |
The following table represents changes to the Company's goodwill during the year ended December 31, 2021:
|
|
|
|
|
|
| (in thousands) |
|
| Goodwill as of December 31, 2020 |
$ |
119,542 |
|
| Adjustments to other current liabilities |
4,439 |
|
| Goodwill impairment for BurgerFi reporting unit |
(106,476) |
|
| Goodwill acquired in connection with the Anthony's acquisition |
80,495 |
|
| Goodwill as of December 31, 2021 |
$ |
98,000
|
|
|
|
|
|
|
|
| (in thousands) |
|
| Goodwill as of December 31, 2020 |
$ |
119,542 |
|
| Adjustments to other current liabilities (measurement period adjustments) |
$ |
4,439 |
|
| Goodwill as of December 31, 2021 (prior to impairment charges recorded) |
$ |
123,981
|
|
|
| Schedule of Consideration Paid At Acquisition Date |
The acquisition-date fair value of the consideration transferred totaled $75.9 million, which consisted of the following:
|
|
|
|
|
|
| Consideration Paid |
|
|
|
| (in thousands) |
|
| Common Stock |
$ |
25,562 |
|
| Preferred Stock |
46,906 |
|
| Option Consideration Shares |
3,403 |
|
| Total Consideration |
$ |
75,871
|
|
|
| Amount of Revenue and Net Loss |
The amounts of revenue and net loss for Anthony's included in the Company’s consolidated statement of operations for the period from November 3, 2021, the acquisition date, through December 31, 2021 are as follows:
|
|
|
|
|
|
| (in thousands) |
2021 |
| Revenue |
$ |
22,419 |
|
| Net Loss |
(142) |
|
The following represents the unaudited proforma consolidated statement of operations as if the BurgerFi acquisition and Anthony's acquisition had been included in the consolidated results of the Company for the entire years ending December 31, 2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands) |
2021 |
|
2020 |
| Revenue |
$ |
168,906 |
|
|
$ |
107,160 |
|
| Net Loss |
(138,490) |
|
|
(19,890) |
|
|