Organization and Summary of Significant Accounting Policies (Tables)
|
12 Months Ended |
Dec. 31, 2021 |
Accounting Policies [Abstract] |
|
Summary of Store Activity |
Store activity for the years ended December 31, 2021 and 2020 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
2020 * |
|
Corporate-owned |
Franchised |
Total |
|
Corporate-owned |
Franchised |
Total |
Total BurgerFi and Anthony's |
86
|
|
93
|
|
179
|
|
|
17 |
102 |
119 |
|
|
|
|
|
|
|
|
BurgerFi stores, beginning of year |
17 |
|
102 |
|
119 |
|
|
13 |
|
117 |
|
130 |
|
BurgerFi stores opened |
10 |
|
6 |
|
16 |
|
|
2 |
|
9 |
|
11 |
|
BurgerFi stores transferred/sold |
(1) |
|
1 |
|
— |
|
|
2 |
|
(2) |
|
— |
|
BurgerFi stores closed |
(1) |
|
(16) |
|
(17) |
|
|
— |
|
(22) |
|
(22) |
|
BurgerFi total stores, end of year |
25
|
|
93
|
|
118
|
|
|
17
|
|
102
|
|
119
|
|
|
|
|
|
|
|
|
|
Anthony's stores acquired |
61 |
|
— |
|
61 |
|
|
— |
|
— |
|
— |
|
Anthony's total stores, end of year |
61
|
|
—
|
|
61
|
|
|
—
|
|
—
|
|
—
|
|
* As Anthony's was acquired on November 3, 2021, Anthony's store activity is not included in the presentation above for 2020. |
|
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
|
|
The following table represents changes to goodwill from the initial purchase price allocation:
|
|
|
|
|
|
(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
|
|
|
Summary of Calculation of Basic and Diluted Income (Loss) Per Common Share |
Basic and diluted net (loss) income per common share is calculated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor |
(in thousands, except for per share data) |
Year Ended December 31, 2021 |
|
December 16, 2020 through December 31, 2020 |
Numerator: |
|
|
|
Net (loss) income available to common shareholders |
$ |
(121,494) |
|
|
$ |
5,348 |
|
Reversal of gain on change in value of warrant liability |
$ |
(12,619) |
|
|
$ |
(5,597) |
|
Net loss available to common shareholders - diluted |
$ |
(134,113) |
|
|
$ |
(249) |
|
|
|
|
|
Denominator: |
|
|
|
Weighted-average shares outstanding |
18,408,247
|
|
|
17,541,838 |
|
Effect of dilutive securities |
|
|
|
Warrants |
211,854
|
|
|
3,468,872 |
|
UPOs |
4,346
|
|
|
415,405 |
|
Diluted weighted-average shares outstanding |
18,624,447
|
|
|
21,426,115 |
|
|
|
|
|
Basic net (loss) income per common share |
$ |
(6.60) |
|
|
$ |
0.30 |
|
Diluted net loss per common share |
$ |
(7.20) |
|
|
$ |
(0.01) |
|
|
Contract with Customer, Contract Asset, Contract Liability, and Receivable |
Opening and closing balances of contract liabilities and receivables from contracts with customers for the years ended December 31, 2021 and 2020 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
Year Ended December 31, 2021 |
|
Year Ended December 31, 2020 |
Franchising receivables |
$ |
212
|
|
|
$ |
480 |
|
Gift card liability |
2,587
|
|
|
430 |
|
Deferred revenue, current |
468
|
|
|
490 |
|
Deferred revenue, long-term |
2,109
|
|
|
2,816 |
|
Revenue recognized during the period ended which were included in the balance of deferred revenue at the beginning of the period are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor |
|
|
Predecessor |
(in thousands) |
Year Ended December 31, 2021 |
|
December 16, 2020 through December 31, 2020 |
|
|
January 1, 2020 through December 15, 2020 |
Franchise Fees |
$ |
1,069
|
|
|
$ |
41 |
|
|
|
$ |
1,023 |
|
|
Analysis of Deferred Revenue |
An analysis of deferred revenue is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor |
|
|
Predecessor |
(in thousands) |
|
December 31, 2021 |
|
December 31, 2020 * |
|
|
December 15, 2020 |
Balance, beginning of period |
|
$ |
3,306
|
|
|
$ |
3,053 |
|
|
|
$ |
4,688 |
|
Initial franchise fees received |
|
290
|
|
|
278 |
|
|
|
413 |
|
Revenue recognized for stores open during period |
|
(235) |
|
|
(25) |
|
|
|
(362) |
|
Revenue recognized related to franchise agreement termination |
|
(834) |
|
|
— |
|
|
|
(693) |
|
Other deferred revenue |
|
50
|
|
|
— |
|
|
|
— |
|
Balance, end of period |
|
$ |
2,577
|
|
|
$ |
3,306 |
|
|
|
$ |
4,046 |
|
* Beginning balance for the Successor period is reflective of a fair value adjustment. |
|