Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 10, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | TATTOOED CHEF, INC. | ||
Trading Symbol | TTCF | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 82,237,813 | ||
Entity Public Float | $ 1,034,000,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001741231 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-38615 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-5457906 | ||
Entity Address, Address Line One | 6305 Alondra Boulevard | ||
Entity Address, City or Town | Paramount | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90723 | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | BDO USA | ||
Auditor Firm ID | 243 | ||
Auditor Location | Costa Mesa, California | ||
City Area Code | (562) | ||
Local Phone Number | 602-0822 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 92,351 | $ 131,579 |
Accounts receivable, net | 25,117 | 16,281 |
Inventory | 54,562 | 38,002 |
Prepaid expenses and other current assets | 7,027 | 18,416 |
TOTAL CURRENT ASSETS | 179,057 | 204,278 |
Property, plant and equipment, net | 46,476 | 16,083 |
Operating lease right-of-use assets, net | 8,039 | |
Finance lease right-of-use assets, net | 5,639 | |
Intangible assets, net | 151 | |
Deferred income taxes, net | 266 | 47,549 |
Goodwill | 26,924 | |
Other assets | 649 | 605 |
TOTAL ASSETS | 267,201 | 268,515 |
CURRENT LIABILITIES | ||
Accounts payable | 28,334 | 24,075 |
Accrued expenses | 3,767 | 3,610 |
Line of credit | 1,200 | 22 |
Notes payable to related parties, current portion | 66 | |
Notes payable, current portion | 5,019 | 111 |
Forward contract derivative liability | 1,804 | |
Operating lease liabilities, current | 1,523 | |
Other current liabilities | 122 | 1,403 |
TOTAL CURRENT LIABILITIES | 41,769 | 29,287 |
Warrant liability | 814 | 5,184 |
Operating lease liabilities, net of current portion | 6,599 | |
Notes payable, net of current portion | 716 | 1,990 |
TOTAL LIABILITIES | 49,898 | 36,461 |
COMMITMENTS AND CONTINGENCIES (See Note 21) | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock- $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding at December 31, 2021 and 2020 | ||
Common stock- $0.0001 par value; 1,000,000,000 shares authorized; 82,237,813 shares issued and outstanding at December 31, 2021, 71,551,067 shares issued and 71,469,980 shares outstanding at December 31, 2020 | 8 | 7 |
Treasury stock- 0 shares at December 31, 2021, 81,087 shares at December 31, 2020 | ||
Additional paid in capital | 242,362 | 168,448 |
Accumulated other comprehensive (loss) income | (953) | 1 |
Retained (deficit) earnings | (24,114) | 63,598 |
Total equity | 217,303 | 232,054 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 267,201 | $ 268,515 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 82,237,813 | 71,551,067 |
Common stock, shares outstanding | 82,237,813 | 71,469,980 |
Treasury stock issued | 0 | 81,087 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
NET REVENUE | $ 213,430 | $ 148,498 | $ 84,918 |
COST OF GOODS SOLD | 191,318 | 126,818 | 71,733 |
GROSS PROFIT | 22,112 | 21,680 | 13,185 |
OPERATING EXPENSES | 59,109 | 31,633 | 7,127 |
(LOSS) INCOME FROM OPERATIONS | (36,997) | (9,953) | 6,058 |
Interest expense | (261) | (735) | (494) |
Other (expense) income | (2,222) | 39,434 | |
(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES | (39,480) | 28,746 | 5,564 |
INCOME TAX (EXPENSE) BENEFIT | (47,924) | 40,278 | (154) |
NET (LOSS) INCOME | (87,404) | 69,024 | 5,410 |
LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 1,422 | 1,057 | |
NET (LOSS) INCOME ATTRIBUTABLE TO TATTOOED CHEF, INC. | $ (87,404) | $ 67,602 | $ 4,353 |
NET (LOSS) INCOME PER COMMON SHARE | |||
Basic (in Dollars per share) | $ (1.07) | $ 1.85 | $ 0.15 |
Diluted (in Dollars per share) | $ (1.08) | $ 1.68 | $ 0.15 |
WEIGHTED AVERAGE COMMON SHARES | |||
Basic (in Shares) | 81,532,234 | 36,487,862 | 28,324,038 |
Diluted (in Shares) | 81,671,129 | 40,077,188 | 28,324,038 |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | |||
Foreign currency translation adjustments | $ (954) | $ 777 | $ (174) |
Total other comprehensive (loss) income, net of tax | (954) | 777 | (174) |
Comprehensive (loss) income | (88,358) | 69,801 | 5,236 |
Less: comprehensive income attributable to the noncontrolling interest | 1,506 | 1,064 | |
Comprehensive (loss) income attributable to Tattooed Chef, Inc. stockholders | $ (88,358) | $ 68,295 | $ 4,172 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Comprehensive Income (Loss) | Retained Earnings (deficit) | Noncontrolling Interests | Redeemable Noncontrolling Interest Amount | Treasury Stock Shares | Total |
BALANCE at Dec. 31, 2018 | $ 1 | $ 1,263 | $ (511) | $ 68 | $ (102) | $ 719 | ||
BALANCE (in Shares) at Dec. 31, 2018 | 2,000 | |||||||
RETROACTIVE APPLICATION OF RECAPITALIZATION | $ 2 | (2) | ||||||
RETROACTIVE APPLICATION OF RECAPITALIZATION (in Shares) | 28,322,038 | |||||||
BALANCE AS OF JANUARY 1, 2019 (EFFECT OF RECAPITALIZATION) | $ 3 | 1,261 | (511) | 68 | (102) | 719 | ||
BALANCE AS OF JANUARY 1, 2019 (EFFECT OF RECAPITALIZATION) (in Shares) | 28,324,038 | |||||||
CAPITAL CONTRIBUTION | $ 6,000 | |||||||
ATTRIBUTION OF NET ASSETS NONCONTROLLING INTEREST | 1,053 | 5 | (1,058) | 1,058 | ||||
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | (181) | 7 | (174) | |||||
DISTRIBUTIONS | (2,118) | (2,118) | ||||||
ACCRETION OF REDEEMABLE NONCONTROLLING INTEREST TO REDEMPTION VALUE | (1,252) | 1,252 | (1,252) | |||||
NET INCOME (LOSS) | 4,353 | 351 | 706 | 4,704 | ||||
BALANCE at Dec. 31, 2019 | $ 3 | 2,314 | (692) | 1,056 | 256 | 6,900 | 2,937 | |
BALANCE (in Shares) at Dec. 31, 2019 | 28,324,038 | |||||||
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | 693 | 84 | 777 | |||||
CAPITAL CONTRIBUTION | 8,000 | 355 | 1,143 | 8,355 | ||||
REVERSE RECAPITALIZATION | $ 3 | 103,390 | 35,571 | (1,887) | (44,992) | 137,077 | ||
REVERSE RECAPITALIZATION (in Shares) | 36,794,875 | (81,087) | ||||||
CASH DISTRIBUTION TO MYJOJO (DELAWARE) STOCKHOLDERS | (75,000) | (75,000) | ||||||
TRANSACTION COSTS, NET OF TAX | (23,745) | (23,745) | ||||||
RELEASE OF HOLDBACK SHARES | 83,150 | 83,150 | ||||||
STOCK-BASED COMPENSATION | 3,400 | 3,400 | ||||||
STOCK-BASED COMPENSATION (in Shares) | 644,415 | |||||||
EXERCISE OF WARRANTS | $ 1 | 69,255 | 69,256 | |||||
EXERCISE OF WARRANTS (in Shares) | 5,787,739 | |||||||
ATTRIBUTION OF NET ASSETS NONCONTROLLING INTEREST | 230 | |||||||
DISTRIBUTIONS | (6,228) | (6,228) | ||||||
ACCRETION OF REDEEMABLE NONCONTROLLING INTEREST TO REDEMPTION VALUE | (2,316) | (34,403) | 36,719 | (36,719) | ||||
NET INCOME (LOSS) | 67,602 | 1,192 | 230 | 68,794 | ||||
BALANCE at Dec. 31, 2020 | $ 7 | 168,448 | 1 | 63,598 | 232,054 | |||
BALANCE (in Shares) at Dec. 31, 2020 | 71,551,067 | (81,087) | ||||||
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | (954) | (954) | ||||||
STOCK-BASED COMPENSATION | 5,347 | 5,347 | ||||||
NON-EMPLOYEE STOCK BASED COMPENSATION | 290 | 290 | ||||||
NON-EMPLOYEE STOCK BASED COMPENSATION (in Shares) | 839,918 | |||||||
FORFEITURE OF STOCK BASED AWARDS | (445) | (445) | ||||||
FORFEITURE OF STOCK BASED AWARDS (in Shares) | (395,084) | |||||||
CANCELLATION OF TREASURY SHARES | ||||||||
CANCELLATION OF TREASURY SHARES (in Shares) | (81,087) | 81,087 | ||||||
EXERCISE OF WARRANTS | $ 1 | 64,722 | 64,723 | |||||
EXERCISE OF WARRANTS (in Shares) | 10,081,453 | |||||||
ACQUISITION CONSIDERATION | 4,000 | 4,000 | ||||||
ACQUISITION CONSIDERATION (in Shares) | 241,546 | |||||||
DISTRIBUTIONS | (308) | (308) | ||||||
NET INCOME (LOSS) | (87,404) | (87,404) | ||||||
BALANCE at Dec. 31, 2021 | $ 8 | $ 242,362 | $ (953) | $ (24,114) | $ 217,303 | |||
BALANCE (in Shares) at Dec. 31, 2021 | 82,237,813 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net (loss) income | $ (87,404) | $ 69,024 | $ 5,410 |
Adjustments to reconcile net (loss) income to net cash (used in) operating activities: | |||
Depreciation and amortization | 3,603 | 1,427 | 658 |
Bad debt expense | 442 | (69) | |
Realized loss on disposal of assets | 78 | 14 | |
Accretion of debt financing costs | 3 | 22 | 34 |
Revaluation of warrant liability | (589) | (1,192) | |
Unrealized forward contract loss (gain) | 1,804 | (1,042) | |
Stock compensation expense | 5,192 | 3,399 | |
Stock compensation expense related to reverse recapitalization | 12,035 | ||
Gain on settlement of contingent consideration derivative | (37,200) | ||
Non-cash lease cost | 84 | ||
Deferred income taxes | 47,228 | (41,303) | (182) |
Changes in operating assets and liabilities, net of effects of businesses acquired: | |||
Accounts receivable | (4,272) | (6,839) | (2,585) |
Inventory | (10,713) | (20,281) | (6,559) |
Prepaid expenses and other assets | (2,089) | (942) | (1,405) |
Accounts payable | (4,302) | 7,764 | 2,150 |
Accrued expenses | (312) | 1,662 | 1,423 |
Other current liabilities | 26 | 21 | 35 |
Net cash used in operating activities | (51,299) | (13,367) | (1,076) |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchases of property, plant and equipment | (16,852) | (7,035) | (3,410) |
Acquisition of subsidiaries, net of cash acquired | (46,947) | ||
Proceeds from the sale of property, plant and equipment | 19 | 23 | |
Net cash used in investing activities | (63,799) | (7,016) | (3,387) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Net borrowings on line of credit | 952 | (10,054) | 2,992 |
Borrowings of notes payable to related parties | 342 | ||
Repayments of notes payable to related parties | (64) | (733) | (232) |
Borrowings of notes payable | 1,168 | 29 | 999 |
Repayments of notes payable | (401) | (1,199) | (1,052) |
Capital contributions | 9,498 | 6,000 | |
Proceeds from warrant exercises | 74,475 | 53,017 | |
Proceeds from reverse recapitalization transaction | 187,194 | ||
Payment of distribution to Myjojo (Delaware) stockholders in connection with Merger | (75,000) | ||
Transaction costs, net of tax | (7,227) | ||
Payment of distributions | (308) | (8,097) | (250) |
Net cash provided by financing activities | 75,822 | 147,428 | 8,799 |
NET (DECREASE) INCREASE IN CASH | (39,276) | 127,045 | 4,336 |
EFFECT OF EXCHANGE RATE ON CASH | 48 | (3) | (135) |
CASH AT BEGINNING OF YEAR | 131,579 | 4,537 | 336 |
CASH AT END OF YEAR | 92,351 | 131,579 | 4,537 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||
Interest | 202 | 258 | 645 |
Income taxes | 1,796 | ||
Noncash investing and financing activities | |||
Distributions | 1,867 | ||
Warrants | 13,542 | ||
Capital expenditures included in accounts payable | 1,595 | 1,555 | 291 |
Issuance of common stock in connection with acquisition | $ 4,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations. General Tattooed Chef, Inc. was originally incorporated in Delaware on May 4, 2018 under the name of Forum Merger II Corporation (“Forum”), as a special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisitions, stock purchase, reorganization or similar business combination with one or more business. On October 15, 2020 (the “Closing Date”), Forum consummated the transactions contemplated within the Agreement and Plan of Merger dated June 11, 2020 as amended on August 10, 2020, (the “Merger Agreement”), by and among Forum, Myjojo, Inc., a Delaware corporation (“Myjojo (Delaware)”), Sprout Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Forum (“Merger Sub”), and Salvatore Galletti, in his capacity as the holder representative (the “Holder Representative”). The transactions contemplated by the Merger Agreement are referred to herein as the “Transaction”. Upon the consummation of the Transaction, Merger Sub merged with and into Myjojo (Delaware) (the “Merger”), with Myjojo (Delaware) surviving the merger in accordance with the Delaware General Corporation Law. Immediately upon the completion of the Transaction, Myjojo (Delaware) became a direct wholly owned subsidiary of Forum. In connection with the Closing of the Transaction (the “Closing”), Forum changed its name to Tattooed Chef, Inc. (“Tattooed Chef”). Tattooed Chef’s common stock began trading on the Nasdaq under the symbol “TTCF” on October 16, 2020 (see Note 3). Tattooed Chef and its subsidiaries, (collectively, the “Company”) are principally engaged in the manufacturing of plant-based foods including, but not limited to, acai and smoothie bowls, zucchini spirals, riced cauliflower, vegetable bowls and cauliflower crust pizza primarily in the United States and Italy. About Myjojo and Subsidiaries Myjojo, Inc. was an S corporation formed under the laws of California (“Myjojo (California)”) on February 26, 2019 to facilitate a corporate reorganization of Ittella International Inc. On March 27, 2019, the sole stockholder of Ittella International, Inc. contributed all of his share ownership of Ittella International, Inc. to Myjojo (California) in exchange for 100% interest in the latter, becoming Myjojo (California)’s sole stockholder. Ittella International, Inc. was formed in California as a tax pass-through entity and subsequently converted on April 10, 2019 to a limited liability company, Ittella International, LLC (“Ittella International”). On April 15, 2019, UMB Capital Corporation (“UMB”), a financial institution acquired a 12.50% non-controlling interest in Ittella International (Notes 3 and 4). Ittella’s Chef, Inc. was incorporated under the laws of the State of California on July 20, 2017 as a qualified Subchapter S subsidiary and a wholly owned subsidiary of Ittella International. Ittella’s Chef, Inc. was formed as a tax passthrough entity for purposes of holding Ittella International’s 70% ownership interest in Ittella Italy, S.R.L. (“Ittella Italy”) (Note 3). On March 15, 2019, Ittella’s Chef, Inc. was converted to a limited liability company, Ittella’s Chef, LLC (“Ittella’s Chef”). On May 21, 2020, Myjojo (Delaware) was formed with Salvatore Galletti owning all of the shares of common stock. On May 27, 2020, Myjojo (California) merged into Myjojo (Delaware) with Myjojo (Delaware) issuing shares of common stock to the sole stockholder of Myjojo (California). As discussed in Note 3, in connection with the Transaction and as a condition to the closing (the “Closing”), Myjojo (Delaware) entered into a Contribution Agreement with the minority members of Ittella International and the minority shareholders of Ittella Italy. Under the Contribution Agreement, the minority holders contributed all of their equity interests in Ittella International to Myjojo (Delaware) and Ittella Italy to Ittella’s Chef in exchange for Myjojo (Delaware) stock (the “Restructuring”). The Restructuring was consummated prior to the Transaction. The shares of Myjojo (Delaware) were exchanged for shares of Forum’s common stock upon consummation of the Transaction. On May 14, 2021, the Company acquired New Mexico Food Distributors, Inc. (“NMFD”) and Karsten Tortilla Factory, LLC (“Karsten”) in an all-cash transaction for approximately $34.12 million (collectively, the “NMFD Transaction”). NMFD and Karsten were privately held companies based in Albuquerque, New Mexico. NMFD produces and sells frozen and ready-to-eat Mexican food products to retail and food service customers through its network of distributors in the United States. NMFD processes its products in two leased facilities located in New Mexico. See Note 11 Business combinations. On September 28, 2021, Tattooed Chef formed BCI Acquisition, Inc. (“BCI”). On December 21, 2021, BCI acquired substantially all of the assets, and assumed certain specified liabilities from Belmont Confections, Inc. (“Belmont”) for an aggregate purchase price of approximately $17.00 million. Belmont was a privately held company based in Youngstown, Ohio, and specialized in the development and manufacturing of private label nutritional bars. See Note 11 Business combinations. Basis of Consolidation. Basis of Presentation. The Transaction (Note 3) was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method, Forum was treated as the “acquired” company (“Accounting Acquiree”) and Myjojo (Delaware), the accounting acquirer, was assumed to have issued stock for the net assets of Forum, accompanied by a recapitalization. The net assets of Forum are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the reverse recapitalization are those of Myjojo (Delaware). The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the reverse recapitalization, have been retroactively restated. Business Combinations. Revision of Previously Issued Financial Statements for Correction of Immaterial Errors. The Company identified errors in its previously issued annual financial statements that were determined to be individually, and in the aggregate, quantitatively and qualitatively immaterial based on its analysis of Staff Accounting Bulletin (“SAB”) No. 99, “ Materiality Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements ● In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity Fair Value Measurement ● The Company revised the accompanying consolidated balance sheet and statement of stockholders’ equity as of December 31, 2020 to reflect the correction of an immaterial error related to the presentation of 81,087 treasury shares. The treasury shares are now presented separately from common stock shares. This revision has an immaterial impact on the Company’s previously reported net income, earnings per share, or stockholders’ equity. ● The Company revised the accompanying consolidated statements of equity and operations and comprehensive income for the year ended December 31, 2020 to reflect the correction of an immaterial error related to the grant of 825,000 stock awards to Harrison Co. (“Harrison”) on October 15, 2020 as consideration for advisory services provided by Harrison to facilitate the successful completion of the Transaction (see Note 18). The stock awards were fully vested on grant date, and therefore a weighted average 174,041 shares should have been included in basic and diluted outstanding shares when calculating earnings per share for the year ended December 31, 2020. In addition, the fair value of the stock awards issued in the amount of $20.54 million should have been included as a reduction to the “Reverse Recapitalization” line item and an increase by the same amount to the “Transaction costs, net of tax” line item. Both items are included within the Company’s additional paid-in capital for the year ended December 31, 2020. The Company also identified a $4.0 million deferred tax asset (with the corresponding offset to additional paid-in capital) that should have been recorded in connection with this grant. The revision has no impact on the Company’s previously reported net income but reduced the earnings per share for the year ended December 31, 2020. The impact of the tax consequences associated with the grant have been reflected in the balance sheet and statement of stockholders’ equity. ● The Company identified errors related to inventoriable costs and the classification of certain expense accounts that primarily impacted revenue, cost of goods sold and operating expenses. ● The Company identified a classification error between accounts receivable and deferred revenue which affected the balance sheets as of December 31, 2020, March 31, 2021, June 30, 2021 and September 30, 2021. While the effect of the errors above was not material to the prior annual financial statements, certain errors were determined to have a material impact on the Company’s unaudited consolidated financial statements as of and for the three months ended March 31, 2021, the three and six months ended June 30, 2021, and the three and nine months ended September 30, 2021 and therefore, should be restated (collectively referred to as the “Restatement”). Refer to Note 24. (In thousands) As of December 31, 2020 As Revisions Re- classification* As Revised Accounts receivable $ 17,991 $ (1,710 ) $ - $ 16,281 Inventory 38,660 (658 ) - 38,002 Prepaid expenses and other current assets 18,240 176 - 18,416 TOTAL CURRENT ASSETS 206,470 (2,192 ) - 204,278 Deferred income taxes, net 43,525 4,024 - 47,549 TOTAL ASSETS 266,683 1,832 - 268,515 Accounts payable 25,391 - (1,316 ) 24,075 Accrued expenses 2,961 649 - 3,610 Deferred revenue 1,711 (1,711 ) - - Other current liabilities 87 - 1,316 1,403 TOTAL CURRENT LIABILITIES 30,349 (1,062 ) - 29,287 Warrant liabilities - 5,184 - 5,184 TOTAL LIABILITIES 32,339 4,122 - 36,461 Additional paid-in capital 170,799 (2,351 ) - 168,448 Retained earnings 63,537 61 - 63,598 TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) 234,344 (2,290 ) - 232,054 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 266,683 1,832 - 268,515 (In thousands) Consolidated For the year ended December 31, 2019 As Originally Reported Revisions As Revised REDEEMABLE NONCONTROLLING INTEREST $ 6,930 $ (30 ) $ 6,900 Retained earnings ending balance 1,265 (209 ) 1,056 (In thousands) Consolidated For the year ended December 31, 2020 As Revisions As Revised Additional paid in capital from exercise of warrants $ 66,559 $ 2,696 $ 69,255 Additional paid in capital from reverse recapitalization 91,920 11,470 103,390 Additional paid in capital, transaction costs, net of tax (7,227 ) (16,518 ) (23,745 ) Additional paid in capital ending balance 170,799 (2,351 ) 168,448 Retained earnings ending balance 63,537 61 63,598 (In thousands) Consolidated As Originally As For the year ended December 31, 2019 Reported Revisions Revised Cash Flows from Operating Activities: Net income $ 5,608 $ (198 ) $ 5,410 Changes in operating assets and liabilities: Inventory (6,757 ) 198 (6,559 ) Net cash used in operating activities (1,076 ) - (1,076 ) (In thousands) Consolidated As Originally As For the year ended December 31, 2020 Reported Revisions Revised Cash Flows from Operating Activities: Net income $ 68,724 $ 300 $ 69,024 Adjustments to reconcile net income to net provided by (cash used in) operating activities: Revaluation of common stock warrant liability to estimated fair value - (1,192 ) (1,192 ) Unrealized forward contract loss (866 ) (176 ) (1,042 ) Changes in operating assets and liabilities: - Accounts receivable (8,550 ) 1,711 (6,839 ) Inventory (20,700 ) 419 (20,281 ) Accrued expenses 1,013 649 1,662 Deferred revenue 1,711 (1,711 ) - Net cash (used in) provided by operating activities (13,367 ) - (13,367 ) (In thousands, except EPS) Consolidated For the year ended December 31, 2019 As Revision As Revised Revenue $ 84,919 $ (1 ) $ 84,918 Cost of goods sold 71,209 524 71,733 Gross profit 13,710 (525 ) 13,185 Operating expense 7,454 (327 ) 7,127 Income from operations 6,256 (198 ) 6,058 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 5,762 (198 ) 5,564 Net income (loss) 5,608 (198 ) 5,410 LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS 1,082 (25 ) 1,057 NET INCOME (LOSS) ATTRIBUTABLE TO TATTOOED CHEF, INC. 4,526 (173 ) 4,353 Basic net income (loss) per share 0.16 (0.01 ) 0.15 Diluted net income (loss) per share 0.16 (0.01 ) 0.15 (In thousands, except EPS and shares) Consolidated For the year ended December 31, 2020 As Revisions As Revenue $ 148,492 $ 6 $ 148,498 Cost of goods sold 124,836 1,982 126,818 Gross profit 23,656 (1,976 ) 21,680 Operating expense 32,541 (908 ) 31,633 Loss from operations (8,885 ) (1,068 ) (9,953 ) Other income 38,066 1,368 39,434 INCOME BEFORE PROVISION FOR INCOME TAXES 28,446 300 28,746 Net income 68,724 300 69,024 LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS 1,475 (53 ) 1,422 NET INCOME ATTRIBUTABLE TO TATTOOED CHEF, INC. 67,249 353 67,602 Basic net income per share 1.85 0.00 1.85 Diluted net income per share 1.69 (0.01 ) 1.68 Basic 36,313,821 174,041 36,487,862 Diluted 39,903,147 174,041 40,077,188 * Reclassifications: Certain prior period amounts related to taxes payable were reclassified from Accounts Payable to Other Current Liabilities. Cash. Foreign Currency. The accompanying consolidated financial statements are expressed in United States dollars. Assets and liabilities of foreign operations are translated at period-end rates of exchange. Revenues, costs and expenses are translated at average rates of exchange prevailing during the period. Equity adjustments resulting from translating foreign currency financial statements are accumulated as a separate component of stockholders’ equity. The Company conducts business globally and is therefore exposed to adverse movements in foreign currency exchange rates, specifically the Euro to US dollar. To limit the exposure related to foreign currency changes, the Company entered into foreign currency exchange forward contracts starting in 2020. The Company does not enter into contracts for speculative purposes. Under these facilities, the Company has access to open foreign exchange forward contract instruments to purchase a specific amount of funds in Euros and to settle, on an agreed-upon future date, in a corresponding amount of funds in United States dollars. These derivatives are not designated as hedging instruments. Gains and losses on the contracts are included in other (expense) income, net, and offset foreign exchange gains and losses from the short-term effects of foreign currency fluctuations on assets and liabilities, such as inventory purchases, receivables and payables, which are denominated in currencies other than the functional currency of the reporting entity. These derivative instruments generally have maturities of up to 12 months. During the years ended December 31, 2021, 2020, and 2019, the Company entered into foreign currency exchange forward contracts to purchase 58.16 million Euros, 67.79 million Euros, and 0 Euros, respectively. The notional amounts of these derivatives are $70.00 million, $79.21 million, and $0 million for the years ended December 31, 2021, 2020 and 2019, respectively. Accounts Receivable. Additionally, the Company maintains product demonstration accruals with two of its private label customers. The product demonstration accruals represent variable consideration and are recorded as a reduction of revenue. The Company’s obligations to the customers are included within accrued expenses on the consolidated balance sheets. The outstanding balance for product demonstration accrual included on the consolidated balance sheets was $1.47 million and $1.52 million as of December 31, 2021 and 2020, respectively (Note 15). Inventory. Property, Plant and Equipment. Goodwill. Long-Lived and Intangible Assets. Fair Value of Financial Instruments. Level 1 - Inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company is able to access at the measurement date. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, and can reference interest rates, yield curves, implied volatilities and credit spreads. Level 3 - Inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Revenue Recognition. Control generally transfers to the customer when the product is shipped or delivered to the customer based upon applicable shipping terms. Payment terms with customers typically require payment 7 to 45 days from invoice date. Payment terms may vary by customer but generally do not exceed 45 days from invoice date. The Company disaggregates revenue based on the type of products sold to its customers – private label, Tattooed Chef and other. The other revenue stream constitutes sale of similar food products directly to customers through a third-party vendor and the Company acts as a principal in these transactions. Some contracts also include some form of variable consideration. The most common forms of variable consideration include slotting fees, trade discounts, promotional programs, and demonstration costs. Variable consideration is treated as a reduction in revenue when product revenue is recognized. Depending on the specific type of variable consideration, the Company uses either the expected value or most likely amount method to determine the variable consideration. The Company reviews and updates its estimates and related accruals of variable consideration each period based on the terms of the agreements, historical experience, and any recent changes in the market. The Company generally does not have unbilled receivable balances arising from transactions with customers. The Company does not capitalize contract inception costs, as contracts are one year or less and the Company does not incur significant costs to fulfill a contract that would be requiring capitalization. The Company recognizes shipping and handling costs related to products transferred to the end customer as fulfillment cost and includes these costs in cost of goods sold upon delivery of the product to the customer. Cost of Sales. Operating Expenses. Sales and Marketing Expenses. Interest Expense. Deferred Financing Costs. Stock-based Compensation. Compensation — Stock Compensation Under the provisions of ASC 505-50, Equity-Based Payments to Non-Employees Income Taxes. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must first be determined to be more likely than not to be sustained based solely on its technical merits, and if so, then measured to be the largest benefit that has a greater than 50% likelihood of being sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payment, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. See Note 16 for more information on the Company’s accounting for income taxes. Accumulated Other Comprehensive Loss. Use of Estimates. Concentrations of Credit Risk. No single external supplier accounted for more than 10% of the Company’s cost of goods sold during the years ended December 31, 2021, 2020 and 2019, respectively. Customers accounting for more than 10% of the Company’s accounts receivable as of December 31, 2021 and 2020 were: Customer December 31, December 31, Customer A 13 % 24 % Customer B * 10 % Customer C 38 % 53 % Customer D 12 % ** * Customer B accounted for less than 10% of accounts receivable as of December 31, 2021. However, customer B accounted for 10% as of December 31, 2020 and as such was included in the disclosure above for comparison purposes. ** Customer D is a new customer in 2021, accounted for 12% as of December 31, 2021 and as such was included in the disclosure above for comparison purposes. Segment Information. The Company’s products are primarily sold to customers in the United States. Approximately 1% of the total sales were sold to foreign countries in Europe, Asia and North America during the years ended December 31, 2021, 2020 and 2019. Long-lived assets consist of net property, plant and equipment and other non-current assets. The geographic location of long-lived assets is as follows: Long Lived Assets (in thousands) December 31, December 31, Italy $ 17,269 $ 9,113 United States 29,207 6,970 Total $ 46,476 $ 16,083 The carrying amounts of net assets and the geographic location in which they are located are as follows: Net Assets (in thousands) December 31, December 31, Italy $ 8,203 $ 7,966 United States 209,100 224,088 Total $ 217,303 $ 232,054 COVID-19 Pandemic. Despite partial remote working conditions, the Company’s business activities have continued to operate with minimal interruptions. However, the pandemic may adversely affect the Company’s suppliers and could impair its ability to obtain raw material inventory in the quantities or of a quality the Company desires. The Company currently sources a material amount of its raw materials from Italy. Though the Company is not dependent on any single Italian grower for its supply of a certain crop, events (including the pandemic) generally affecting these growers could adversely affect the Company’s business. If the Company is unable to manage its supply chain effectively and ensure that its products are available to meet consumer demand, operating costs could increase, and sales and profit margins could decrease. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions and technical corrections to tax depreciation methods for qualified improvement property. It also appropriated funds for the SBA Paycheck Protection Programs that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. The Company has elected not to apply for a Paycheck Protection Program loan. The provisions of the CARES Act did not have a material impact on the Company’s financial condition, results of operations or cash flows for 2021 or 2020. The rapid development and fluidity of this situation precludes any prediction as to the ultimate material adverse impact on the financial statements and presents material uncertainty and risk with respect to our business, operations, financial condition and liquidity. Leases. Leases (Topic 842) Leases Upon adoption, the Company elected the package of transition practical expedients which allowed the Company to carry forward prior conclusions related to: (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases and (iii) initial direct costs for existing leases. Additionally, the Company elected the practical expedient to not separate lease components from nonlease components for all leases within the portfolio. The Company made an accounting policy election to not record leases with an term of 12 months or less on the accompanying consolidated balance sheets and recognizes related lease payments in the consolidated statements of operations on a straight-line basis over the lease term. The Company determines if an arrangement is a lease at inception of a contract. Following the adoption of this standard, the Company determines if an arrangement contains a lease at inception based on whether there is an identified asset and whether the Company controls the use of the identified asset throughout the period of use. The Company classifies leases as either financing or operating. The Company has operating leases for office space, storage facilities and certain company vehicles and equipment. The Company has one finance lease related to a production facility. Right-of-use (“ROU”) assets are recognized at the lease commencement date and represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the remaining lease term. Present value of lease payments are discounted based on the Company’s incremental borrowing rate, when the interest rate implicit in the Company’s leases is not readily determinable. See Note 14. The Company’s operating lease ROU assets are measured based on the corresponding operating lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) lease incentives under the lease. Options to renew or terminate the lease are recognized as part of our ROU assets and lease liabilities when it is reasonably certain the options will be exercised. ROU assets are also assessed for impairments consistent with the Company’s long-lived asset policy. The Company does not allocate consideration between lease and non-lease components, such as maintenance costs, as the Company has elected to not separate lease and non-lease components for any leases within its existing classes of assets. Operating lease expense for fixed lease payments is recognized on a straight-line basis over the lease term. Variable lease payments for volume-based expenses are not included in the measurement of the ROU assets or lease liabilities and are expensed as incurred. For some leases, the Company reimburses the landlord for non-lease components, or items that are not considered components of a contract, such as common area maintenance, property tax and insurance costs. While the Company determined not to separate lease and non-lease components, these payments are based on actual costs, making them variable consideration and excluding them from the calculations of the ROU Asset and lease liability. Operating leases are presented separately as operating lease ROU assets, current operating lease liabilities, and noncurrent and operating lease liabilities in the accompanying consolidated balance sheets. For periods prior to the adoption of Topic 842, leases are accounted for under Topic 840. Under Topic 840, the Company recognized rent expense on a straight-line basis over the term of the lease. The difference between cash rent payments and the recognition of rent expense was recorded within other current liabilities as a deferred rent liability on the consolidated balance sheets. Leasehold improvements funded by landlord incentives or allowances were recorded in property and equipment and as a component of deferred rent and amortized as a reduction of rent expense over the term of the related lease. Earnings per share. For the years ended December 31, 2020 and 2019, basic and diluted net income per share have been retroactively adjusted to reflect the Reverse Recapitalization of the Company described in Note 1. Warrants. The Public Warrants are considered freestanding equity-classified instruments due to their detachable and separately exercisable features and meet the indexation criteria in ASC 815-40-15. Accordingly, the Public Warrants are presented as a component of Stockholders’ Equity in accordance with ASC 815-40-25. All of the public warrants have been exercised as of December 31, 2021. See note 18. The agreements with respect to the Company’s Private Placement Warrants include provisions related to determining settlement amounts that preclude the Private Placement Warrants from being accounted for as components of equity. As these warrants meet the definition of a derivative as contemplated in ASC 815-40, the Private Placement Warrants are recorded as derivative liabilities on the condensed consolidated balance sheets and measured at fair value at inception (on the Closing Date) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the condensed consolidated statements of operations and other comprehensive income (loss) in the period of change. Emerging Growth Company (“EGC”). |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In December 2019, the FASB issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Amendments include removal of certain exceptions to the general principles of Topic 740, Income Taxes In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02” or “Topic 842”). The purpose of ASU 2016-02 is to provide financial statement users a better understanding of the amount, timing, and uncertainty of cash flows arising from leases. The adoption of ASU 2016-02 resulted in the recognition of a right-of-use asset and a lease liability for all leases. New disclosure requirements included qualitative and quantitative information about the amounts recorded in the financial statements. The original guidance required application on a modified retrospective basis with adjustments to the earliest comparative period presented. In August 2018, the FASB issued ASU No. 2018-11, “Targeted Improvements to ASC 842,” which included an option to not restate comparative periods in transition and elect to use the effective date of ASU No. 2016-02 as the date of initial application, which the Company elected. As the Company lost EGC status as of December 31, 2021, the Company was required to apply the provisions of ASU 2016-02 beginning with the annual reporting period ended December 31, 2021. See Note 14. In June 2016, the FASB issued ASU No. 2016-13 (“ASU 2016-13”) regarding ASC Topic 326, Financial Instruments - Credit Losses In March 2020, the FASB issued ASU 2020-04, “Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”), which provides guidance for contract modifications and certain hedging relationships associated with the transition from reference rates that are expected to be discontinued. Interest on borrowings under the Company’s revolving credit facility is calculated based upon LIBOR. ASU 2020-04 was issued on March 12, 2020 and may be applied prospectively through December 31, 2022. The adoption of this guidance has had no material effect on the Company’s consolidated financial statements for the year ended December 31, 2021. In October 2021, the FASB issued Accounting Standards Update (“ASU”) No. 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805)”. ASU No. 2021-08 requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Adoption of the ASU should be applied prospectively. Early adoption is also permitted, including adoption in an interim period. If early adopted, the amendments are applied retrospectively to all business combinations for which the acquisition date occurred during the fiscal year of adoption. The Company is currently evaluating the impact of ASU No. 2021-08 on its financial position, results of operations and liquidity. |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
REVERSE RECAPITALIZATION | 3. Reverse Recapitalization The Transaction As discussed in Note 1, on October 15, 2020, the Company consummated the Transaction. In connection therewith, Merger Sub merged with and into Myjojo (Delaware), with Myjojo (Delaware) surviving the Transaction in accordance with the Delaware General Corporation Law. Upon consummation of the Transaction, Myjojo (Delaware) became a wholly owned subsidiary of Tattooed Chef, Inc. Further, Forum changed its name from Forum Merger II Corporation to Tattooed Chef, Inc. The Transaction was accounted for as a reverse recapitalization in accordance with GAAP with Forum treated as the accounting acquiree and Myjojo (Delaware) treated as the accounting acquiror for financial reporting purposes. Myjojo (Delaware) was determined to be the accounting acquirer based on the following predominant factors: (i) Myjojo (Delaware)’s stockholders have the largest portion of voting rights in the Company post-combination; (ii) the Board and Management of the post-combination company are primarily composed of individuals associated with Myjojo (Delaware); (iii) Myjojo (Delaware) was the larger entity based on historical operating activity, assets, revenues and employee base at the time of the Closing of the Transaction; and (iv) the on-going operations post-combination comprise those of Myjojo (Delaware). The Restructuring In connection with the Transaction, the following Restructuring transactions were consummated prior to, and as a condition to, the Closing, based on the Contribution Agreement dated June 11, 2020, entered into among Myjojo (Delaware), UMB, Pizzo and Salvatore Galletti: (i) UMB contributed all of its equity interests in Ittella International to Myjojo (Delaware) (Note 4) in exchange for 1,176 shares of Myjojo (Delaware) common stock. These shares were exchanged for 4,046,291 shares of Forum’s Class A common stock and cash of $9.00 million at the Closing Date; (ii) Pizzo contributed all of its 30% equity interests in Ittella Italy in exchange for one share of Class B special stock of Myjojo (Delaware). This share was exchanged for 1,500,000 shares of Forum’s Class A common stock and cash of $2.00 million at the Closing Date. (iii) Myjojo (Delaware) issued one share of Class A special stock to Myjojo (Delaware)’s Chief Operating Officer. In connection with the Transaction, this one share was exchanged for 500,000 shares of Forum’s Class A common stock with a fair value of $24.07 per share (total $12.04 million). In addition, the Chief Operating Officer received $1.00 million in cash at the Closing Date. The $13.04 million is included within operating expenses as compensation expense in the consolidated statements of operations and comprehensive income (loss); and (iv) Salvatore Galletti transferred 165 shares of common stock of Myjojo (Delaware) to Project Lily, LLC (“Project Lily”) a Delaware limited liability company controlled by Salvatore Galletti. At the Closing Date, the shares of Myjojo (Delaware) held by Salvatore Galletti and Project Lily were exchanged for 27,757,557 and 566,481 shares (a total of 28,324,038), respectively, of Forum’s Class A common stock. In addition, Salvatore Galletti and Project Lily received cash of $61.50 million and $1.50 million, respectively, at the Closing Date. In summary, Myjojo (Delaware) stockholders received a total of 34,370,329 shares of Forum Class A common stock and $75.00 million in cash at the Closing date in connection with the Merger. The $75.00 million in cash was accounted for as a distribution of capital made to the sellers. Salvatore Galletti was the sole stockholder of Myjojo (Delaware) immediately prior to the Restructuring transaction. Therefore, the shares outstanding prior to consummation of the Transaction were retroactively adjusted to reflect the 28,324,038 shares received by Mr. Galletti and Project Lily established in the reverse recapitalization. Upon Closing, (i) all shares of Class B common stock of Forum were reclassified to Class A common stock; and (ii) immediately following this reclassification, all shares of Class A common stock of Forum were reclassified to common stock of Tattooed Chef. Holdback Shares As part of the Merger Agreement, an additional 5,000,000 shares of Forum’s common stock (the “Holdback Shares”) were placed into escrow, to be released after the Closing to certain Myjojo (Delaware) stockholders upon satisfaction, within the first three years after the Closing, of the following conditions: (i) if the trading price of the Company’s common stock equals or exceeds $12.00 on any 20 trading days in any 30-day trading period (the “$12.00 Share Price Trigger”), then 2,500,000 additional Holdback Shares will be released to certain Myjojo (Delaware) stockholders or (ii) if the trading price of the Company’s common stock equals or exceeds $14.00 on any 20 trading days in any 30-day trading period (each of such $14.00 trigger and the $12.00 Share Price Trigger, a “Share Price Trigger”), then 2,500,000 Holdback Shares will be released to certain Myjojo (Delaware) stockholders. If a change in control occurs within the first three years after the Closing, all Holdback Shares not previously released will be released to certain Myjojo (Delaware) stockholders. If the conditions to release of the Holdback Shares are not satisfied within the first three years of Closing, the Holdback Shares are forfeited. On November 16, 2020, both Share Price Trigger events for the issuance of the Holdback Shares occurred and, accordingly, the Company released from the escrow and delivered the 5,000,000 Holdback Shares to the Myjojo (Delaware) stockholders (other than Pizzo and Myjojo (Delaware)’s Chief Operating Officer ). Sponsor Earnout Shares In accordance with the Sponsor Earnout Letter entered into by and among Forum Investor II, LLC (the “Sponsor”), Forum and the Holder Representative, the Sponsor agreed that at the Closing, the Sponsor placed 2,500,000 Founder Shares (as that term is defined in the Sponsor Earnout Letter) held by it (the “Sponsor Earnout Shares”) into escrow. The vesting, release and forfeiture terms of the Sponsor Earnout Shares are the same as the vesting, release and forfeiture terms applicable to the Holdback Shares, with 50% of the Sponsor Earnout Shares vesting at each Share Price Trigger, and all Sponsor Earnout Shares released if a change of control occurs, in each case, within the first three years after the Closing. If the conditions to the release of any Sponsor Earnout Shares are not satisfied on or prior to the date that it is finally determined that the Myjojo (Delaware) stockholders are not entitled to or eligible to receive any further Holdback Releases (as that term is defined in the Sponsor Earnout Letter) pursuant to the Merger Agreement, the Sponsor Earnout Shares will be forfeited by the Sponsor after such date and returned to the Company for immediate cancellation. In November 2020, both Share Price Trigger events for the issuance of the Holdback Shares occurred and, accordingly, the Company released from the escrow and returned the 2,500,000 Sponsor Earnout Shares to the Sponsor. The multiple settlement provisions of the Holdback Shares and Sponsor Earnout Shares constitute derivative instruments under ASC 815, which must be classified as asset or liability instruments at their fair value at the Closing date, and subsequently remeasured with changes in fair value recognized in earnings. At the Closing date, the fair value of the contingent consideration relating to the Holdback Shares amounted to $120.35 million. The derivative liability was remeasured with changes in fair value recognized in earnings of $37.20 million upon release of the Holdback Shares to the certain stockholders in November 2020. The fair value of the Sponsor Earnout Shares was $0 at the Closing date and $0 upon the release date. Refer to Note 13 – Fair Value Measurements. Transaction Costs Direct and incremental transaction costs related to the Transaction (see Note 1) totaled $29.94 million, of which $9.40 million (cash amount, before tax) and $20.54 million (noncash amount, before tax) related to the fair value of a stock award issued to Harrison & Co. (“Harrison”), which were treated as a reduction of the cash proceeds and were deducted from the Company’s additional paid-in capital on October 15, 2020. The Company engaged Harrison as advisors to facilitate the successful completion of the Transaction. The total consideration to Harrison for their advisory services included a $4.00 million success fee that was paid in cash upon closing of the Transaction and a stock award which included the right to receive 825,000 shares of common stock of the Company to be issued between May 1, 2021 and June 30, 2021. The shares were considered share-based compensation to non-employees and were classified as equity instruments as of October 15, 2020 (and therefore, not subject to remeasurement). The fair value of the share-based consideration on the date of the Transaction amounted to $20.54 million. The share-based consideration was fully vested upon consummation of the Transaction and there were no future service conditions. The fair value of the shares was recognized within additional paid-in capital as a reduction to the total amount of equity raised on the Closing Date. On June 1, 2021, the Company issued 825,000 shares of common stock to principals of Harrison. Net Cash Contributions from Reverse Recapitalization The following table reconciles the elements of the Reverse Recapitalization to the consolidated statement of cash flows for the year ended December 31, 2020 (amounts in thousands): Cash held in the Trust Account $ 207,416 Less: Forum transaction costs and advisory fees (21,249 ) Add: Cash transaction costs recognized in additional paid-in capital, net of tax 7,227 Less: Transaction costs paid after the Closing Date (6,200 ) Net cash contributions from Reverse Recapitalization $ 187,194 |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2021 | |
Redeemable Noncontrolling Interest [Abstract] | |
REDEEMABLE NONCONTROLLING INTEREST | 4. Redeemable noncontrolling interest On April 15, 2019, UMB contributed $6.00 million to acquire 6,000 units for a 12.5% ownership interest in Ittella International. The Company incurred issuance costs of $0.13 million resulting in net consideration received of $5.87 million. Per the terms of Ittella International’s operating agreement, UMB was provided with a put right which may cause Ittella International to purchase all, but not less than all of UMB units upon notice (“Put Notice”). UMB could have provided the Put Notice to Ittella International at any time for any reason after April 15, 2024. If Ittella International did not accept the price proposed in the Put Notice, the consideration to be paid by Ittella International to UMB for the units that were the subject of the Put Notice will be the fair market value of the units as established by a third-party appraisal, subject to a floor for the fair value at 85%. If the fair value was less than 85% of the consideration proposed by UMB in their Put Notice, UMB may have chosen to abandon the transfer. The put right constituted a redemption feature and therefore UMB’s noncontrolling interest (the “Redeemable Noncontrolling Interest”) was classified as temporary equity (mezzanine) in the accompanying consolidated financial statements. The Redeemable Noncontrolling Interest was initially measured at fair value, which has been determined by the Company to equal the consideration received from UMB, net of transaction costs. The Redeemable Noncontrolling Interest was not redeemable until April 2024; however, it was probable of becoming redeemable with the passage of time. Therefore, the subsequent measurement of the Redeemable Noncontrolling Interest at each reporting date was determined as the higher of (1) the initial carrying amount, increased or decreased for the redeemable noncontrolling interest’s share of net income and other comprehensive income, or (2) the redemption value, which was determined to be fair value per the terms of Ittella International’s operating agreement above. In determining the measurement method of redemption value, the Company elected to accrete changes in the redemption value over the period from the date of issuance to the earliest redemption date (i.e., April 2024) of the instrument using the effective interest method. Changes in the redemption value are considered to be changes in accounting estimates. Redemption value was determined using a combination of the market approach and income approach. Under the market approach, the Company estimated fair value based on market multiples of EBITDA of comparable companies. Under the income approach, the Company measured fair value based on a projected cash flow method using a discount rate determined by its Management which is commensurate with the risk inherent in its current business model. There was no Redeemable Noncontrolling Interest for the year ended December 31, 2021. Changes in the carrying value of the Redeemable Noncontrolling Interest were as follows for the year ended December 31, 2020: Amount Redeemable Noncontrolling Interest as of December 31, 2019 $ 6,900 Contribution from noncontrolling interest 1,143 Net income attributable to redeemable noncontrolling interest 230 Accretion to redeemable noncontrolling interest to redemption value 36,719 Reverse recapitalization transaction (44,992 ) Redeemable Noncontrolling Interest as of December 31, 2020 $ - As discussed in Note 3, all redeemable noncontrolling interest classified as mezzanine equity was reclassified to permanent equity in connection with the contribution of UMB’s 12.5% equity interests in Ittella International to Myjojo (Delaware) in exchange for Myjojo’s (Delaware)’s common stock and were exchanged for Forum Class A common stock upon consummation of the Transaction. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue Recognition [Abstract] | |
REVENUE RECOGNITION | 5. REVENUE RECOGNITION Nature of Revenues All sales are recorded within revenue on the accompanying consolidated statements of operations and comprehensive income (loss). The Company does not have material contract assets and contract liabilities as of December 31, 2021 and 2020. Revenue streams for the years ended December 31, 2021, 2020 and 2019 respectively were: December 31, 2021 December 31, 2020 December 31, 2019 Revenue Streams (in thousands) Revenue % Total Revenue % Total Revenue % Total Tattooed Chef $ 132,523 63 % $ 84,598 57 % $ 18,280 22 % Private Label 75,648 35 % 62,906 42 % 63,819 75 % Other revenues 5,259 2 % 994 1 % 2,819 3 % Total net revenue $ 213,430 $ 148,498 $ 84,918 Significant Judgments Generally, the Company’s contracts with customers comprise a written quote and customer purchase order or statement of work and are governed by the Company’s trade terms and conditions. In certain instances, it may be further supplemented by separate pricing agreements. All products are sold on a standalone basis; therefore, when more than one product is included in a purchase order, the Company has observable evidence of stand-alone selling price. Contracts do not contain a significant financing component as payment terms on invoiced amounts are typically between 7 to 45 days, based on the Company’s credit assessment of individual customers, as well as industry expectations. Product returns are not significant. The contracts with customers do not include any additional performance obligations related to warranties and material rights. From time to time, the Company may offer incentives to its customers considered to be variable consideration including slotting fees, trade discounts, promotional programs, and demonstration costs. Customer incentives considered to be variable consideration are recorded as a reduction to revenue as part of the transaction price based on the agreement at the time of the transaction. Customer incentives are allocated entirely to the single performance obligation of transferring product to the customer. Major Customers Customer December 31, December 31, December 31, 2019 Customer C 34 % 39 % 29 % Customer A 28 % 32 % 10 % Customer B 11 % 17 % 35 % Customer E * * 11 % Customer D * * 10 % * Customer accounted for less than 10% of revenue in the period. |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS RECEIVABLE, NET | 6. ACCOUNTS RECEIVABLE, NET Accounts receivable are reduced by an allowance for an estimate of amounts that are uncollectible. All of the Company’s receivables are due from customers in the United States. The Company extends credit to its customers based upon its evaluation of the following factors: (i) the customer’s financial condition, (ii) the amount of credit the customer requests, and (iii) the customer’s actual payment history (which includes disputed invoice resolution). The Company does not require its customers to post a deposit or supply collateral. The Company’s allowance for doubtful receivables is based on an analysis that estimates the amount of its total customer receivable// balance that is not collectible. This analysis includes assessing a default probability to customers’ receivable balances, which is influenced by several factors, including (i) current market conditions, (ii) periodic review of customer credit worthiness, and (iii) review of customer receivable aging and payment trends. The Company evaluates the creditworthiness of its customers regularly and estimates the collectability of current and non-current accounts receivable based on historical bad debt experience, current market conditions, and reasonable and supportable forecasts of future economic conditions. In times of economic turmoil, including during the ongoing COVID-19 pandemic, the Company’s estimates and judgments with respect to the collectability of its receivables are subject to greater uncertainty than in more stable periods. The Company writes off accounts receivable whenever they become uncollectible, and any payments subsequently received on such receivables are recorded as bad debt recoveries in the period the payment is received. Credit losses from continuing operations have consistently been within management’s expectations. The allowance for doubtful accounts was $0 million as of December 31, 2021 and December 31, 2020. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORY | 7. INVENTORY Inventory consists of the following as of (in thousands): December 31, December 31, Raw materials $ 22,724 $ 16,534 Work-in-process 5,545 5,040 Finished goods 22,756 13,424 Packaging 3,537 3,004 Total inventory $ 54,562 $ 38,002 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 8. PREPAID EXPENSES AND OTHER CURRENT ASSETS The following table provides additional information related to the Company’s prepaid expenses and other current assets as of (in thousands): December 31, December 31, Warrants receivable (see Note 18) $ - $ 13,542 Prepaid advertising expenses 4,133 - Tax credits 1,106 1,884 Prepaid other expenses 1,612 1,897 Other current assets 176 1,093 Total prepaid expenses and other current assets $ 7,027 $ 18,416 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT, NET | 9. PROPERTY, PLANT, AND EQUIPMENT, NET Property, plant, and equipment are stated at cost. A summary of property, plant, and equipment as of (in thousands): December 31, December 31, Land $ 738 $ - Building 4,766 2,574 Leasehold improvements 5,336 2,106 Machinery and equipment 33,975 12,526 Computer equipment 549 187 Furniture and fixtures 169 109 Construction in progress 7,986 1,533 Property, plant, and equipment 53,519 19,035 Less: accumulated depreciation and amortization (7,043 ) (2,952 ) Property, plant, and equipment, net $ 46,476 $ 16,083 Approximately $5.40 million of the $7.99 million construction in progress is the manufacturing equipment for the newly acquired entity, NMFD (see Note 11). The Company expects to have the equipment installed and used for production in 2022. The Company recorded depreciation and amortization expense for the years ended December 31, 2021, 2020 and 2019 of $3.53 million, $1.43 million and $0.66 million, respectively. |
Intangible Assets, Net and Good
Intangible Assets, Net and Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET AND GOODWILL | 10. INTANGIBLE ASSETS, NET and goodwill Intangible assets consist of the following as of (in thousands): December 31, December 31, Tradenames $ 220 $ - Less: accumulated amortization (69 ) - Intangible assets, net $ 151 $ - The estimated useful lives of the identifiable definite-lived intangible assets acquired in the NMFD Transaction were determined to be two years. The Company recorded amortization expense of $0.07 million, $0 million and $0 million, respectively, for the years ended December 31, 2021, 2020 and 2019. Estimated future amortization expense for the definite-lived intangible assets is as follows (in thousands): 2022 $ 110 2023 41 2024 - Total $ 151 The following table sets forth the change in the carrying amount of goodwill for the year ended December 31, 2021 (in thousands): Balance as of January 1, 2021 $ - New Mexico Food Distributors, Inc. (NMFD) and Karsten Acquisition 17,973 Measurement period adjustment (change in consideration) 26 Belmont Acquisition 8,925 Balance as of December 31, 2021 $ 26,924 The changes in the carrying amount of goodwill for the year ended December 31, 2021 were driven by the acquisition of New Mexico Food Distributors, Inc. (NMFD) and Belmont. See Note 11 for additional information. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | 11. BUSiness combinations New Mexico Food Distributors, Inc. (NMFD) and Karsten Acquisition On May 14, 2021, the Company entered into a stock purchase agreement to acquire all outstanding stock of NMFD, a distributor and manufacturer of frozen and ready-to-eat New Mexico food products for a total purchase price of $28.94 million. In addition, the Company entered into a membership interests purchase agreement to acquire all of the membership interest of Karsten for a total purchase price of $5.18 million. The primary reason for the purchase of NMFD and Karsten was to expand the Company’s manufacturing capacity and developing more ambient and refrigerated products. The NMFD Transaction met the definition of an acquisition of a business in accordance with ASC 805, Business Combinations Though the purchase agreements for each of NMFD and Karsten were executed as legally separate transactions, each was entered into contemporaneously and in contemplation of the other, and involved the same group of sellers. As such, the transactions noted above were accounted for on a combined basis and were viewed to represent a single integrated event. Under the acquisition method of accounting, the assets acquired, and liabilities assumed by the Company in connection with the NMFD Transaction were initially recorded at their respective fair values. The Company made an election under Section 338(h)(10) to treat the NMFD Transaction as an asset acquisition for income tax purposes, which allows for any goodwill recognized to be tax deductible and amortized over a 15-year statutory life. The Company considered the potential impact to the depreciation and amortization expense as a result of the fair values assigned to the acquired assets. The excess of the purchase price over the fair value of assets acquired and liabilities assumed of approximately $18.0 million was recorded as goodwill. Transaction costs of $0.47 million were incurred in relation to the acquisition. and were recorded to operating expense within the consolidated statement of operations for the year ended December 31, 2021. The following table summarizes the preliminary fair value of assets acquired and liabilities assumed in the NMFD Transaction as of the date of acquisition: Amount Purchase consideration $ 34,119 Assets acquired and liabilities assumed Cash $ 173 Accounts receivable 3,567 Inventory 2,270 Prepaid expenses and other current assets 122 Operating lease, ROU asset 207 Property, plant and equipment 9,819 Finance lease, ROU assets * 5,749 Other noncurrent assets 29 Intangible assets – tradenames 220 Accounts payable (2,834 ) Accrued expenses (78 ) Operating lease liability (207 ) Note payable * (2,917 ) Goodwill 17,999 Total assets acquired and liabilities assumed $ 34,119 * In December 2015 (prior to the NMFD and Karsten Acquisition), NMFD and Karsten entered into an agreement to purchase an industrial revenue bond (“IRB”) issued by Bernalillo County, New Mexico (“Bernalillo”) to be used to finance the costs of the constructing, renovating and equipping of the manufacturing plant and concurrently, assigned ownership of the manufacturing plant including building and land (“Property”) to Bernalillo as consideration for the purchase of the IRB, as well as entered into a lease agreement to lease the Property from Bernalillo (“Lease”). The Lease provides NMFD the option to purchase the Property for $1 following the payoff of the Lease. The sale of the Property to Bernalillo and concurrent leaseback of the Property in December 2015 did not meet the sale-leaseback accounting requirements as a result of NMFD’s and Karsten’s continuous involvement with the Property and thus, the IRB was not recorded as a sale but as a financing obligation, with the Property remaining on NMFD’s financial statements. The Lease and the IRB have the same counterparty, therefore a right of offset exists so long as NMFD continues to make rent payments under the terms of the Lease. On May 14, 2021, the balance of the IRB asset and the lease obligation to Bernalillo were $2.92 million and $2.92 million, respectively. Upon the acquisition of NMFD and Karsten, the Company received all rights and assumed obligations related to the IRB, the Property and the Lease. Under business combination accounting literature and prior to the adoption of ASC 842, the transaction involving the IRB and the Lease should not be reassessed and, therefore, the failed sale-leaseback accounting should be reflected in the Company’s purchase accounting. There were no changes to the right of offset as a result of the acquisition and, thus, the lease obligation was offset against the IRB asset and is presented net on the Company’s consolidated balance sheet with no impact to the consolidated operations of income or consolidated cash flow statements. The leased assets are accounted for as a right of use (“ROU”) asset under ASC 842 and the fair value of the ROU asset was determined to be $5.7 million. As such, the lease for the land and the building will be presented on the consolidated balance sheet as an ROU asset of $5.7 million. The Note payable bears interest at 3.8% and has a maturity date of December 29, 2025. The note payable balance is reflected at the present value of future principal payments. The Company recognized the entire balance as a current liability due to noncompliance with certain financing covenants. See Note 17. The excess of purchase consideration over the fair value of the assets acquired and liabilities assumed was recorded as goodwill, which is primarily attributable to the assembled workforce and expanded market opportunities. Goodwill was assigned to the Company’s single reporting unit. The fair value assigned to the assets acquired and liabilities assumed are based on management’s estimates and assumptions, which are preliminary, are based on provisional amounts and may be subject to change as additional information is received. The Company expects to finalize the valuation of these assets not later than one year from the acquisition date. The estimated useful lives of the identifiable definite-lived intangible assets acquired in the NMFD Transaction were determined to be two years. Belmont Acquisition On September 28, 2021, Tattooed Chef formed BCI Acquisition, Inc. (“BCI”) as a wholly-owned subsidiary. On December 21, 2021, BCI acquired substantially all of the assets and assumed certain specified liabilities, from Belmont Confections, Inc. (“Belmont”) for an aggregate purchase price of $17.00 million. Belmont was a privately held company based in Youngstown, Ohio, and specialized in the development and manufacturing of private label nutritional bars. The primary reason for the purchase of Belmont’s assets and assumption of liabilities was to expand the Company’s manufacturing capacity into a nutritional bars and other ambient products. Approximately $4.00 million of the purchase price was paid by issuing 241,546 shares of Tattooed Chef’s common stock to Belmont’s sole shareholder. The closing price of Tattooed Chef’s common stock was $16.90 per share at the acquisition date. During the period from December 21, 2021 (the acquisition date) to December 31, 2021, BCI contributed $0.76 million of revenue and $0.03 million of net loss. Under the acquisition method of accounting, the assets acquired and liabilities assumed by the Company in connection with the Belmont Acquisition were initially recorded at their respective fair values. The Company considered the potential impact to the depreciation expense as a result of the fair values assigned to the acquired assets. The excess of the purchase price over the fair value of assets acquired and liabilities assumed of approximately $8.93 million was recorded as goodwill. In relation to the acquisition, transaction costs of $0.16 million incurred by the Company are recorded to operating expense within the consolidated statement of operations for the year ended December 31, 2021. $0.02 million of seller’s transaction costs were paid by the Company and included in the purchase price consideration. The following table summarizes the preliminary fair value of assets acquired and liabilities assumed in the Belmont Acquisition as of the date of acquisition: Amount Cash consideration $ 13,000 Equity consideration – common stock 4,000 Total purchase consideration $ 17,000 Assets acquired and liabilities assumed Accounts receivable $ 1,630 Inventory 4,130 Prepaid expenses and other current assets 38 Operating lease ROU asset 870 Property, plant and equipment 6,477 Accounts payable (3,477 ) Accrued expenses (723 ) Operating lease liability (870 ) Goodwill 8,925 Total assets acquired and liabilities assumed $ 17,000 The excess of purchase consideration over the fair value of the assets acquired and liabilities assumed was recorded as goodwill, which is primarily attributable to the assembled workforce and expanded market opportunities. Goodwill was assigned to the Company’s single reporting unit. The fair value assigned to the assets acquired and liabilities assumed are based on management’s estimates and assumptions, which are preliminary, are based on provisional amounts and may be subject to change as additional information is received. The Company expects to finalize the valuation of these assets not later than one year from the acquisition date. The following unaudited pro forma financial information presents the combined results of operations for each of the periods presented as if both the NMFD Acquisition and the Belmont Acquisition had occurred as of January 1, 2020. Year Ended December 31, 2021 2020 Net Revenue - pro forma combined $ 256,607 $ 202,916 Net (Loss) Income - pro forma combined (88,517 ) 69,517 Weighted Average Shares: Basic 81,773,780 36,729,408 Diluted 81,912,675 40,318,734 Net Income (Loss) per Share: Basic $ (1.08 ) $ 1.89 Diluted $ (1.09 ) $ 1.72 |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments [Abstract] | |
DERIVATIVE INSTRUMENTS | 12. Derivative instruments The Company enters into foreign currency exchange forward contracts to reduce the short-term effects of foreign currency fluctuations on assets and liabilities such as foreign currency inventory purchases, receivables and payables. The Company’s primary objective in holding derivatives is to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates. The Company’s derivatives expose the Company to credit risk and market risk when the value of a derivative might be adversely affected by changes in market conditions and commodity prices, currency exchange rates or interest rates. The Company manages the derivative market risk by limiting the types of derivative instruments and derivative strategies and the degree of market risk through the use of derivative instruments. The Company does, however, seek to mitigate such risks by limiting its counterparties to major financial institutions. Management does not expect material losses as a result of defaults by counterparties. The fair values of the Company’s derivative instruments classified as Level 2 financial instruments and the line items within the accompanying consolidated balance sheets to which they were recorded are summarized as follows (in thousands): December 31, December 31, Balance Sheet Line Item 2021 2020 Derivatives not designated as hedging instruments: Foreign currency derivatives Prepaid expenses and other current assets $ - $ 1,042 Foreign currency derivatives Forward contract derivative liability 1,804 - Total derivatives not designed as hedging instruments $ 1,804 $ 1,042 The effect on the accompanying consolidated statements of operations and comprehensive income (loss) of derivative instruments not designated as hedges and contingent consideration derivatives is summarized as follows (in thousands): Line Item in Statement of Income Year ended Year ended Derivatives not designated as hedging instruments: Foreign currency derivatives Other income (expense) $ (2,846 ) $ 1,042 Gain on settlement of contingent consideration derivative Other income - 37,200 Total not designated as hedging instruments $ (2,846 ) $ 38,242 The Company has notional amounts of $43.48 million on outstanding derivatives as of December 31, 2021. The Company had notional amounts of $45.60 million on outstanding derivatives as of December 31, 2020. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 13. FAIR VALUE MEASUREMENTS Contingent Consideration Liabilities – Holdback Shares As part of the Transaction (Note 1), an additional 5,000,000 shares of Forum’s common stock (the “Holdback Shares”) were placed into escrow, to be released to certain Myjojo (Delaware) stockholders upon satisfaction, within the first three years after the Closing Date, of the following conditions: (i) if the trading price of the Company’s common stock equaled or exceeded $12.00 on any 20 trading days in any 30-day trading period (the “$12.00 Share Price Trigger”), then 2,500,000 additional Holdback Shares were to be released to certain Myjojo (Delaware) stockholders or (ii) if the trading price of the Company’s common stock equaled or exceeded $14.00 on any 20 trading days in any 30-day trading period (each of such $14.00 trigger and the $12.00 Share Price Trigger, a “Share Price Trigger”), then 2,500,000 Holdback Shares were to be released to certain Myjojo (Delaware) stockholders. If a change in control occurred within the first three years after the Closing, all Holdback Shares not previously released were to be released to certain Myjojo (Delaware) stockholders. If the conditions to release of the Holdback Shares were not satisfied within the first three years following the Closing Date, the Holdback Shares would be forfeited. On November 16, 2020, both Share Price Trigger events for the issuance of the Holdback Shares occurred and, accordingly, the Company released from escrow and delivered the 5,000,000 Holdback Shares to the Myjojo (Delaware) stockholders (other than Pizzo Food Srls (“Pizzo”) and Myjojo (Delaware)’s Chief Operating Officer). The Company recognized and measured a contingent consideration liability associated with Holdback Shares at a fair value of $120.35 million, determined using a probability-weighted discounted cash flow model. Significant inputs used in the model includes certain financial metric growth rates, volatility rates, projections associated with the applicable contingency, the interest rate, and the related probabilities and payment structure in the Merger Agreement, which are not observable in the market and are therefore considered to be Level 3 inputs. On November 16, 2020, the contingencies were met and accordingly the Holdback Shares were released. The remeasured fair value of the liability was $83.15 million based on the public share price on release date and was charged against additional paid-in capital. The change in fair value during the period resulted in a gain on settlement of the contingent consideration derivative of $37.20 million and was recorded within “other income” in the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2020. Sponsor Earnout Shares Subject to Transfer Restrictions In accordance with the Sponsor Earnout Letter entered into by and among Forum Investor II, LLC (the “Sponsor”), Forum and the Holder Representative, the Sponsor agreed that at the Closing Date, the Sponsor placed 2,500,000 Founder Shares (as that term is defined in the Sponsor Earnout Letter) held by it (the “Sponsor Earnout Shares”) into escrow. The vesting, release and forfeiture terms of the Sponsor Earnout Shares were the same as the vesting, release and forfeiture terms applicable to the Holdback Shares, with 50% of the Sponsor Earnout Shares vesting at each Share Price Trigger, and all Sponsor Earnout Shares released if a change of control occurred, in each case, within the first three years after the Closing. If the conditions to the release of any Sponsor Earnout Shares were not satisfied on or prior to the date that it is finally determined that the Myjojo (Delaware) stockholders are not entitled to or eligible to receive any further Holdback Releases (as that term is defined in the Sponsor Earnout Letter) pursuant to the Merger Agreement, the Sponsor Earnout Shares were to be forfeited by the Sponsor after such date, and returned to the Company for immediate cancellation. In November 2020, both Share Price Trigger events for the issuance of the Holdback Shares occurred and, accordingly, the Company released from escrow and returned the 2,500,000 Sponsor Earnout Shares to the Sponsor. The multiple settlement provisions of the Holdback Shares and Sponsor Earnout Shares constituted derivative instruments under ASC 815, which must be classified as asset or liability instruments at their fair value at the Closing Date, and subsequently remeasured with changes in fair value recognized in earnings. At the Closing Date, the fair value of the contingent consideration relating to the Holdback Shares amounted to $120.35 million. The derivative liability was remeasured with changes in fair value recognized in earnings of $37.20 million upon release of the Holdback Shares to the certain stockholders in November 2020. The fair value of the Sponsor Earnout Shares was $0 at the Closing Date and $0 upon the release date. The Company recognized and measured an asset associated with the Sponsor Earnout Shares at a fair value of $0 at the Closing Date, determined using a probability-weighted discounted cash flow model. Significant inputs used in the models includes certain financial metric growth rates, volatility rates, projections associated with the applicable contingency, the interest rate, and the related probabilities and payment structure in the contingent consideration arrangement, which are not observable in the market and are therefore considered to be Level 3 inputs. The Sponsor Earnout Shares were released on November 16, 2020 based on the remeasured fair value on the release date of $0, as none of the Sponsor Earnout Shares were forfeited on that date. No gain or loss was recorded by the Company in connection with the Sponsor Earnout Shares. Warrant Liabilities The Private Placement Warrants (see Note 1) are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the consolidated balance sheets. The warrant liabilities are measured at fair value at inception (“initial measurement”), which is at the Closing Date, and on a recurring basis (“subsequent remeasurement”), with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive income (loss). ● Initial Measurement The fair value of the Private Placement Warrants was initially measured at fair value on October 15, 2020, the Closing Date. ● Subsequent Measurement At each reporting period or upon exercise of the Private Placement Warrants, the Company remeasures the Private Placement Warrants at their fair values with the change in fair value reported to current operations within the statements of operations and other comprehensive income (loss). During the twelve months ended December 31, 2021, Private Placement Warrants totaling 292,417 were settled, resulting in an aggregate loss on settlements of $0.13 million. During the twelve months ended December 31, 2020, Private Placement Warrants totaling 247,423 were settled, resulting in an aggregate gain on settlements of $0.73 million. For the twelve months ended December 31, 2021 and 2020, the change in the fair value of the warrant liabilities charged to current operations resulted in a gain of $0.59 million and $1.19 million, respectively. ● Fair Value Measurement The fair value of the Private Placement Warrants was determined to be $7.07 per warrant as of December 31, 2021, using Monte Carlo simulations and certain Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from its traded warrants and historical volatility of select peers’ common stock with a similar expected term of the Private Placement Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield on the grant date with a maturity similar to the expected remaining term of the warrants. The expected term of the Private Placement Warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company estimated to remain at zero. The following table provides quantitative information regarding the inputs to the fair value measurement of the Private Placement Warrants as of each measurement date: Input December 31, December 31, October 15, Risk-free interest rate 1.08 % 0.34 % 0.32 % Expected term (years) 3.79 4.79 5 Expected volatility 45.00 % 35.00 % 35.00 % Exercise price $ 11.50 $ 11.50 $ 11.50 Fair value of warrants $ 7.07 $ 12.72 $ 13.85 On December 31, 2021, the fair value of the Private Placement Warrants was determined to be $7.07 per warrant, or an aggregate value of $0.81 million for 115,160 outstanding warrants. On December 31, 2020, the fair value of the Private Placement Warrants was determined to be $12.72 per warrant, or an aggregate value of $5.18 million for 407,577 outstanding warrants. On October 15, 2020, the fair value of the Private Placement Warrants was determined to be $13.85 per warrant, or an aggregate value of $9.07 million for 655,000 outstanding warrants. The following table presents the changes in the fair value of warrant liabilities: Private Fair value at initial measurement on October 15, 2020 $ 9,072 Exercise of Private Placement Warrants (2,696 ) Change in fair value (1) (1,192 ) Fair value as of December 31, 2020 $ 5,184 Exercise of Private Placement Warrants (3,782 ) Change in fair value (1) (589 ) Fair value as of December 31, 2021 $ 813 (1) Changes in fair value of warrant liabilities are recognized as other income (expense) in the consolidated statements of operations and comprehensive income (loss). Derivative Instruments Derivative contracts are valued using quoted market prices and significant other observable inputs. The Company uses derivative instruments to minimize our exposure to fluctuations in foreign currency exchange rates. The Company’s derivative instruments primarily include foreign currency forward contracts related to certain intercompany loans, certain forecasted inventory purchase commitments with foreign suppliers. The fair values for the majority of the Company’s foreign currency derivative contracts are obtained by comparing the contract rate to a published forward price of the underlying market rates, which is based on market rates for comparable transactions and are classified within Level 2 of the fair value hierarchy. See Note 12. Business Combination Business combinations are accounted for using the acquisition method of accounting. The Company recognizes the assets acquired and the liabilities assumed at the acquisition date measured at their fair values as of that date. Fair value determinations are based on discounted cash flow analyses or other valuation techniques. In determining the fair value of the assets acquired and liabilities assumed in a material acquisition, the Company may utilize from the assistance of third party valuation firms to determine fair values of some or all of the assets acquired, and liabilities assumed, or may complete some or all of the valuations internally. The value of goodwill reflects the excess of the fair value of the consideration conveyed to the seller over the fair value of the net assets receive. See Note 11. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of Leases [Abstract] | |
LEASES | 14. LEASES As of December 31, 2021, the Company’s primary leasing activities were related to office space, production and storage facilities and certain Company vehicles and equipment. In connection with the business acquisitions completed in 2021, the Company assumed several operating leases and a finance lease (the “Karsten Lease”) (see Note 11). The Karsten Lease provides the Company the option to purchase the leased facility for $1.00 (one dollar) following the payoff of the lease obligation balance. The leased facility was accounted for as a finance lease ROU assets in connection with the NMFD Transaction under ASC 842 (see Note 1 and Note 11). Significant assumptions and judgments were made in the application of GAAP for leases, including those related to the lease discount rate. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, when the interest rate implicit in the Company’s leases is not readily determinable. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms of the lease payments at commencement date, and in similar economic environments. Upon adoption, ASC 842, Leases ● Package of practical expedients which eliminates the need to reassess (1) whether any expired or existing contracts are or contain leases; (2) the lease classification for any expired or existing leases; and (3) the initial direct costs for any existing leases. ● The practical expedient whereby the lease and non-lease components will not be separated for all classes of assets. ● Not to recognize ROU assets and corresponding lease liabilities with a lease term of 12 months or less from the lease commencement date for all class of assets. For existing leases, the Company did not elect the use of hindsight and did not reassess lease term upon adoption. The Company adjusted the adoption date opening ROU asset balance by $0.04 million and $0.03 million previously recorded as deferred rent liabilities and prepaid expenses, respectively. On January 1, 2021, the Company recorded $4.16 million in operating lease ROU assets and $4.17 million in operating lease liabilities. The adoption of ASC 842 had no significant impact on the Company’s statement of operations. As of December 31, 2021, the Company has one additional operating lease that has not yet commenced. Approximately $10.49 million of operating lease ROU asset and operating lease liabilities are expected to be recognized in the Company’s consolidated balance sheet upon the possession date in 2022. The components of lease costs are as follows: Year ended (in thousands) Statement of Operations Location December 31, Operating leases: Lease cost Cost of goods sold $ 1,014 Lease cost Operating expenses 293 Operating lease cost 1,307 Finance leases: Amortization of right-of use assets Operating expenses 110 Interest on IRB lease note payable Interest expenses 67 Finance lease cost 177 Other: Variable lease cost Cost of goods sold 1,733 Variable lease cost Operating expenses 21 Variable lease cost* 1,754 Total lease cost $ 3,238 * Variable lease cost primarily consists of month to month rent, charges based on usage and maintenance. The Company’s rent expense amounted to $2.05 million and $1.50 million for the years ended December 31, 2020 and 2019, respectively. Supplemental balance sheet information as of December 31, 2021 related to leases are as follows: December 31 (in thousands) 2021 Assets Balance Sheet Location ROU assets-Finance lease** Finance lease right-of-use asset, net $ 5,749 Less: accumulated amortization Finance lease right-of-use asset, net (110 ) Finance lease right-of-use assets, net Finance lease right-of-use asset, net 5,639 ROU assets-Operating lease Operating lease right-of-use assets 9,099 Less: accumulated amortization Operating lease right-of-use assets (1,060 ) Operating lease right-of-use assets, net Operating lease right-of-use assets 8,039 Total Lease ROU assets $ 13,678 Liabilities Current: Operating lease liabilities, current Operating lease liabilities, current $ (1,523 ) Finance lease liability** ** (2,826 ) Long term: Operating lease liabilities, noncurrent Operating lease liabilities, noncurrent (6,599 ) Total Lease liabilities $ (10,948 ) ** The finance lease ROU asset and liability under an IRB arrangement were acquired and assumed through NMFD acquisition (see Note 11). The finance lease liability was offset with IRB assets. The amounts of the finance lease liability and IRB assets were the same as the balance of note payable (see Note 17). Supplemental cash flow information related to leases was as follows: Year ended (in thousands) December 31, Operating cash flows paid for operating leases $ (986 ) Financing cash flows paid for note payable related to IRB lease (90 ) Non-cash investing and financing activities: Operating lease 4,936 The following table represents the weighted-average remaining lease term and discount rates for operating lease as of December 31, 2021: Operating Leases Finance Leases Weighted-average remaining lease term (years) 7.11 4.00 Weighted-average discount rate 4.0%-5.3% 3.8 % The following table reconciles the undiscounted future lease payments for operating leases to the operating leases recorded in the condensed consolidated balance sheet at December 31, 2021: (in thousands) Operating Leases 2022 $ 1,847 2023 1,694 2024 1,337 2025 964 2026 744 2027 and thereafter 3,180 Total lease payments $ 9,766 Less imputed interest 1,644 Present value of future lease payments $ 8,122 Current Lease liabilities 1,523 Noncurrent Lease liabilities 6,599 The future minimum rental payments under ASC 840, the predecessor of ASC 842, as of December 31, 2020 under operating leases were as follows (in thousands): Year ended December 31, 2021 $ 856 2022 685 2023 524 2024 186 2025 132 Thereafter 457 Total $ 2,840 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses [Abstract] | |
ACCRUED EXPENSES | 15. ACCRUED EXPENSES The following table provides additional information related to the Company’s accrued expenses as of (in thousands): December 31, December 31, Accrued customer incentives $ 1,471 $ 1,524 Accrued payroll 1,600 1,471 Accrued commission 607 108 Other accrued expenses 89 507 Total accrued Expenses $ 3,767 $ 3,610 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 16. INCOME TAXES The Company’s consolidated financial statements recognize the current and deferred income tax consequences that result from the Company’s activities during the current and preceding periods. Prior to the Transaction, Myjojo (Delaware) was an S corporation, only subject to a minimal entity level tax in California and foreign income tax filings. Following the Transaction, the Company files consolidated federal, state, and foreign income tax filings. The Company recognizes current and deferred income taxes as a consolidated “C” corporation for periods ending after the date of the Transaction. As a result, Myjojo (Delaware) recorded a one-time tax benefit resulting from Myjojo (Delaware)’s change in tax status from an S-corporation to a C-corporation. The Company’s (loss) income before income taxes are subject to taxes in the following jurisdictions for the following periods (in thousands): December 31, December 31, December 31, 2019 Pre-tax (loss) income from U.S. operations $ (40,772 ) $ 24,396 $ 4,308 Pre-tax (loss) income from foreign operations 1,292 4,350 1,256 Total Pre-tax (loss) income $ (39,480 ) $ 28,746 $ 5,564 The (benefit) provision for income taxes consisted of the following: December 31, December 31, December 31, 2019 Current: Federal $ - $ - $ - State and local 2 78 79 Foreign 641 947 257 Total current 643 1,025 336 Deferred: Federal 35,620 (29,502 ) - State and local 11,847 (13,591 ) (11 ) Foreign (186 ) (390 ) (171 ) Tax benefit recorded to additional paid-in capital - 2,180 - Total deferred 47,281 (41,303 ) (182 ) Total income tax (benefit) expense $ 47,924 $ (40,278 ) $ 154 For the years ended December 31, 2021, 2020 and 2019, the effective tax rate was (121.4)%, (140.1)%, and 2.8%, respectively. A reconciliation of the income tax provisions to the amounts computed by applying the statutory federal income tax rate to income before income tax provisions for the years ended (in thousands): December 31, December 31, December 31, Income taxes computed at Federal statutory rate $ (8,291 ) 21.0 % $ 5,974 20.8 % $ 1,210 21.7 % State and local taxes (1,181 ) 3.0 % (422 ) (1.5 )% 69 1.2 % Section 162(m) limitation - - % 2,537 8.8 % - - % Derivative Gain / Loss (20 ) 0.1 % (7,812 ) (27.2 )% - - % Permanent differences 16 0.0 % (187 ) (0.7 )% - - % Foreign taxes 455 (1.2 )% 947 3.3 % 419 7.5 % Earnings not subject to federal entity-level tax - - % (2,013 ) (7.0 )% (1,210 ) (21.7 )% Change in valuation allowance 50,680 (128.4 )% - - % (334 ) (6.0 )% Effect of Change in Rate (State) 4,897 (12.4 )% - - % - - % Change in tax status - - % (39,261 ) (136.6 )% - - % Other 1,368 (3.5 )% (41 ) (0.1 )% - - % Total income tax (benefit) expense $ 47,924 (121.4 )% $ (40,278 ) (140.1 )% $ 154 2.8 % Deferred Tax Assets and Liabilities The components of deferred income tax assets and liabilities, which are included in the accompanying consolidated balance sheets, are summarized as follows for years ended (in thousands): 2021 2020 Deferred tax assets Transaction costs $ 1,127 $ 6,204 Fixed assets - 65 Intangibles 33,272 38,667 Stock based compensation 643 951 Accruals and reserves 767 275 Net operating loss carryforwards 15,620 1,519 Lease liabilities 2,087 - Unrealized exchange loss 232 - Other 318 110 Gross deferred tax assets 54,066 47,791 Less valuation allowance (50,612 ) - Total deferred tax assets $ 3,454 $ 47,791 Deferred tax liability Fixed assets $ (1,042 ) $ - Unrealized exchange gain - (242 ) Right of use asset (2,067 ) - Other (79 ) - Total deferred tax liabilities (3,188 ) (242 ) Net deferred tax assets $ 266 $ 47,549 Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2021, as well significant deferred tax asset in excess of deferred tax liabilities. Primarily based on the objective evidence as described above, the Company recorded a full valuation allowance on the net deferred tax asset in US. As of December 31, 2021, the balance of $0.3 million of deferred tax assets, net was recognized by Ittella Italy. As of December 31, 2021, the Company has established a valuation allowance against its net deferred tax assets in the amount of $50.6 million. As of December 31, 2021, the Company had federal and state net operating loss carryforwards of approximately $62.8 million and $42.6 million, respectively. The federal net operating loss carryforwards can be carried forward indefinitely. The state net operating loss carryforwards will expire beginning in 2040, if not utilized. Pursuant to Section 382 of the Internal Revenue Code, if a corporation undergoes an “ownership change” (generally defined as a greater than 50% change, by value, in the corporation’s equity ownership by certain shareholders or group of shareholders over a rolling three-year period), the corporation’s ability to use its pre-ownership change net operating loss carryforwards to offset its post-ownership change income may be limited. As of December 31, 2021, the Company has not completed an analysis of ownership change, and as such existing net operating loss carryforwards may be limited. The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position based solely on the technical merits. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company evaluated all of its tax positions for which the statute of limitations remained open and determined there were no unrecognized tax benefits as of December 31, 2021 and 2020. The Company’s policy is to classify interest and penalties associated with uncertain tax positions, if any, as a component of its income tax provision. For the years ended December 31, 2021, 2020 and 2019, the Company had no interest or penalties related to unrecognized tax benefits. As of December 31, 2021, and 2020, the Company had no open tax examinations by any taxing jurisdiction in which it operates. The taxing authorities of the most significant jurisdictions are the United States Internal Revenue Service, the California Franchise Tax Board and the Agenzia delle Entrate. The statute of limitations for which the Company’s tax returns are subject to examination are as follows: Federal 2018-2021, California 2017-2021, and Italy 2017-2021. |
Indebtedness
Indebtedness | 12 Months Ended |
Dec. 31, 2021 | |
Indebtedness [Abstract] | |
INDEBTEDNESS | 17. INDEBTEDNESS Debt consisted of the following as of (in thousands): December 31, December 31, Revolving credit facility $ 1,200 $ 22 Notes payable 5,735 2,101 Notes payable to related parties (Note 20) - 66 Total debt 6,935 2,189 Less current debt (6,219 ) (199 ) Total long-term debt $ 716 $ 1,990 Revolving credit facility The Company is party to a revolving line of credit agreement, which has been amended from time to time, pursuant to which a credit facility has been extended to the Company until March 31, 2022 (the “Credit Facility”). The Credit Facility is collateralized by all of the Company’s accounts receivables, inventory and assets. The Credit Facility provides the Company with up to $25.00 million in revolving credit. Under the Credit Facility, the Company may borrow up to (a) 90% of the net amount of eligible accounts receivable; plus, (b) the lower of: (i) sum of: (1) 50% of the net amount of eligible inventory; plus (2) 45% of the net amount of eligible in-transit inventory; (ii) $10.00 million; or (iii) 50% of the aggregate amount of revolving loans outstanding, minus (c) the sum of all reserves. Under the Credit Facility: (i) the Company’s fixed charge coverage ratio may not be less than 1.10:1.00, and (ii) the Company may make dividends or distributions in shares of stock of the same class and also distributions for the payment of taxes. As of December 31, 2021, the Company was not in compliance with the fixed charge coverage ratio term of the credit facility. This noncompliance has no impact on the Company’s borrowing capacity and financial condition. On February 21, 2022, the lender issued a waiver of financial covenants letter to the Company waiving the requirement to comply with the debt covenant for the period ended December 31, 2021. The revolving line of credit bears interest at the sum of (i) the greater of (a) the daily Prime Rate, or (b) LIBOR plus 2%; and (ii) 1%. The actual interest rates on outstanding borrowings were at 4.25% at both of December 31, 2021 and 2020. In addition, the Company paid approximately $0.20 million, $0.10 million and $0.09 million for the years ended December 31, 2021, 2020 and 2019, respectively, to cover the unused line fee, minimum usage fee, annual fees and other bank service fees. The revolving line of credit has an arrangement associated with it wherein all collections from collateralized receivables are deposited into a collection account and applied to the outstanding balance of the line of credit on a daily basis. The funds in the collection account are earmarked for payment towards the outstanding line of credit and given the Company’s obligation to pay off the outstanding balance on a daily basis, the balance is classified as a current liability on the Company’s consolidated balance sheets as of December 31, 2021 and 2020. The balance on the credit facility was $0 million as of both December 31, 2021 and December 31, 2020. The Credit Facility included a capital expenditure loan (“Capex Loan”) in the amount of up to $1.89 million that functions to reimburse the Company for certain qualified expenses related to the Company’s purchase of capital equipment. All borrowings against this loan are payable on a straight-line basis over 5 years and accrue interest at the greater of (a) the daily Prime Rate or (b) the daily LIBOR Rate plus 4%. The loan was paid off in full with the proceeds from the Transaction. The balance on the Capex Loan was $0 million as of both December 31, 2021 and December 31, 2020. In March 2021, Ittella Italy entered into a line of credit with a financial institution in the amount of up to 0.60 million Euros. The balance on the credit facility was 0.60 million Euros ($0.68 million) as of December 31, 2021. The credit facility bears a one time commission fee at 0.40% and interest at 1.50% per annum. Under this credit facility, Ittella Italy borrows the amount based on the sales invoices presented to the financial institution and pays back within 60 days. This line of credit does not have an expiration date and does not contain financial covenants. In September 2021, Ittella Italy entered into another credit line with a financial institution in the amount of up to 1.35 million Euros. The balance on the credit line was 0.46 million Euros ($0.52 million) as of December 31, 2021. The credit facility bears a one time commission fee at 0.40% and interest at 0.85% per annum. Under this credit facility, the financial institution advances suppliers based on purchase invoices presented and Ittella Italy pays back within 180 days. This line of credit does not have an expiration date and does not contain financial covenants. Notes payable In connection with the NMFD Transaction in May 2021 (see Note 11), the Company assumed a note payable in the amount of $2.92 million. The note payable bears interest at 3.8% per annum and has a maturity date of December 29, 2025. Under the note payable, NMFD must maintain a minimum fixed charge coverage ratio of 1.20:1.00, assessed semi-annually as of June 30 th st In May 2021, Ittella Italy entered into a promissory note with a financial institution in the amount of 1.00 million Euros. The note accrues interest at 1.014% per annum and has a maturity date of May 28, 2025, when the full principal and interest are due. The promissory note doesn’t contain any financial covenant. The balance on the promissory note was 0.88 million Euro ($1.00 million) and 0 million Euro ($0 million) as of December 31, 2021 and 2020, respectively. On January 6, 2020, Ittella Properties, LLC, a variable interest entity (“VIE”) (see Note 22), refinanced all of its existing debt with a financial institution in the amount of $2.10 million (the “Note”). The Note accrues interest at 3.60% per annum and has a maturity date of January 31, 2035. Financial covenants of the Note include a minimum fixed charge coverage ratio of 1.20 to 1.00. The outstanding balance on the Note was $1.91 million and $2.02 million as of December 31, 2021 and 2020, respectively. As of December 31, 2021, the VIE was not in compliance with the fixed charge coverage ratio and the full balance of the Note was classified as a current liability. On March 15, 2022, the VIE executed an amendment to the Note that includes a waiver of the requirement to comply with the debt covenant through June 30, 2022. Commencing with the fiscal quarter ending September 30, 2022, the VIE should meet a minimum fixed charge coverage ratio of 1.20 to 1.00. Future minimum principal payments due on the notes payable, including notes payable to related parties, for periods subsequent to December 31, 2021 are as follows (in thousands): Year ended December 31, 2022 $ 6,219 2023 286 2024 289 2025 141 Total $ 6,935 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | 18. STOCKHOLDERS’ EQUITY The consolidated statements of changes in equity reflect the Reverse Recapitalization as of October 15, 2020 as discussed in Note 3. Since Myjojo (Delaware) was determined to be the accounting acquirer in the Reverse Recapitalization, all periods prior to the consummation of the Transaction reflect the balances and activity of Myjojo (Delaware) (other than shares which were retroactively restated in connection with the Transaction). Further, the Company issued awards to certain officers and all of the directors pursuant to the Tattooed Chef, Inc. 2020 Incentive Award Plan (“Director Awards”) on December 17, 2020 (see Note 19). Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2021, there were no shares of preferred stock issued or outstanding. Common Stock The Company is authorized to issue 1,000,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. As of December 31, 2021, there were 82,237,813 shares issued and outstanding. Noncontrolling Interest Prior to the consummation of the Transaction as discussed in Note 3, noncontrolling interest in Ittella Italy was included as a component of stockholders’ equity on the accompanying consolidated balance sheets. Noncontrolling interest in Ittella International contained a redemption feature and was included as mezzanine equity on the accompanying consolidated balance sheets (Notes 3 and 4). The share of income attributable to noncontrolling interest were included as a component of net income in the accompanying consolidation statements of income and comprehensive income prior to the Transaction. The following schedule discloses the components of the Company’s changes in net income attributable to noncontrolling interest for the years ended December 31 (in thousands): 2021 2020 2019 Net income attributable to noncontrolling interest in Ittella Italy $ - $ 1,192 $ 351 Net income attributable to noncontrolling interest in Ittella International - 230 706 Increase in noncontrolling interest due to foreign currency translation - 84 7 Change in net comprehensive income attributable to noncontrolling interest $ - $ 1,506 $ 1,064 As discussed in Notes 3 and 4, all noncontrolling interest were converted into Myjojo (Delaware)’s common shares which were subsequently exchanged for the Company’s common shares in the Transaction. Warrants In connection with Forum’s IPO and issuance of Private Placement Units in August 2018, Forum issued Units consisting of Class A Common Stock with attached warrants as follows: 1. Public Warrants – Forum issued 20,000,000 Units at a price of $10.00 per Unit, each Unit consisting of one share of Class A Common Stock of Forum and one redeemable warrant. 2. Private Placement Warrants – Forum issued 655,000 Private Placement Units, each consisting of one share of Class A Common Stock and one warrant to the Sponsor and to Jefferies and Early Bird Capital, Inc. in a private placement. Each Public Warrant and Private Placement Warrant (together, the “Warrants”) entitled or entitles the holder to purchase one share of Common Stock at an exercise price of $11.50. The Public Warrants contained a redemption feature that provided the Company the option to call the Public Warrants for redemption 30 days after notice to the holder when any of conditions described in the following paragraph were met, and required that any Public Warrant holder who desired to exercise his, her or its Public Warrant prior to the redemption date do so on a “cashless basis,” by converting each Public Warrant for an equivalent number of shares of Common Stock, determined by dividing (i) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, and (ii) the Fair Market Value (defined as the average last sale price of the Common Stock for the ten trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Public Warrants). The Public Warrants became exercisable upon occurrence of certain events (trigger events), including the completion of the Transaction (Note 3). Once the Public Warrants became exercisable, the Company was able to redeem the Public Warrants in whole, at a price of $0.01 per warrant within 30 days after a written notice of redemption, and if and only if, the reported last sale price of the Company’s common stock equaled or exceeded $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sent a notice of redemption to the holder. The Private Placement Warrants are identical to the Public Warrants, except that so long as they are held by the Sponsor or Underwriter or any of their Permitted Transferees, the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis; (ii) may not be transferred, assigned, or sold 30 days after the completion of a defined Business Combination except to a Permitted Transferee who enters into a written agreement with the Company agreeing to be bound by the transfer restrictions, and (iii) are not redeemable by the Company. A Warrant may be exercised only during the “Exercise Period” commencing on the later of: (i) the date that is 30 days after the first date on which Forum completes its initial business combination; or (ii) 12 months from the date of the closing of the IPO, and terminating on the earlier to occur (x) five years after Forum completes its initial business combination; (y) the liquidation of the Company or (z) other than with respect to the Private Placement Warrant, the Redemption Date (as that term is defined in the Warrant Agreement), subject to any applicable conditions as set forth in the Warrant Agreement. The Company in its sole discretion may extend the duration of the Warrants by delaying the expiration date, provided it give at least 20 days prior written notice of any such extension to the registered holders of the Warrants. As discussed in Note 1, Forum completed a business combination, which is one of the trigger events for exercisability of the Warrants. Warrant activity is as follows: Public Private Issued and outstanding as of October 15, 2020 20,000,000 655,000 Exercised (5,540,316 ) (247,423 ) Issued and outstanding as of December 31, 2020 14,459,684 407,577 Exercised (14,459,684 ) (292,417 ) Issued and outstanding as of December 31, 2021 - 115,160 The Public Warrants are considered freestanding equity-classified instruments due to their detachable and separately exercisable features. Accordingly, the Public Warrants are presented as a component of Stockholders’ Equity in accordance with ASC 815-40-25. As discussed in Note 13, the Private Placement Warrants are considered freestanding liability-classified instruments under ASC 815-40-25. |
Equity Incentive Plan
Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
EQUITY INCENTIVE PLAN | 19. Equity INCENTIVE PLAN On October 15, 2020, the Company’s Tattooed Chef, Inc. 2020 Incentive Plan (the “Plan”) became effective and permits the granting of equity awards of up to 5,200,000 common shares to executives, employees and non-employee directors, with the maximum number of common shares to be granted in a single fiscal year, when taken together with any cash fees paid to the non-employee director during that year in respect of his or her service as a non-employee director, not exceeding $100,000 in total value to any non-employee director. Awards available for grant under the Plan include Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Share-based Awards, Other Cash-based Awards and Dividend Equivalents. Shares issued under the Plan may be newly issued shares or reissued treasury shares. Options maybe granted at a price per share not less than 100% of the fair market value at the date of grant. Options granted generally vest over a period of three to five years, subject to the grantee’s continued service with the Company through the scheduled vested date and expire no later than 10 years from the grant date. Stock Options Stock options under the Plan are generally granted with a strike price equal to 100% of the fair market value of the stock on the date of grant, with a three-year vesting period and a grant life of 10 years. The strike price may be higher than the fair value of the stock on the date of the grant but cannot be lower. The table below summarizes the share-based activity in the Plan: Number of Outstanding Weighted Weighted Intrinsic Balance at December 31, 2019 - - - - Granted 773,300 24.64 10.00 - Cancelled and forfeited - - - - Exercised - - - - Balance at December 31, 2020 773,300 $ 24.64 9.98 $ - Granted 825,000 18.15 - - Cancelled and forfeited (4,500 ) 24.69 - - Exercised - - - - Balance at December 31, 2021 1,593,800 $ 21.30 9.26 $ - Vested and Exercisable at December 31, 2021 256,267 $ 24.69 8.98 $ - There were no options exercised during the year ended December 31, 2021. Compensation expense is recorded on a straight-line basis over the vesting period, which is the requisite service period, beginning on the grant date. The compensation expense is based on the fair value of each option grant using the Black-Scholes option pricing model. During the years ended December 31, 2021 and 2020, the Company recorded in aggregate $2.63 million and $0.04 million, respectively, of share-based compensation expense related to stock options, which is included in operating expenses in the Company’s consolidated statements of operations. As of December 31, 2021, the Company had stock-based compensation expense of $7.62 million, related to unvested stock options not yet recognized that are expected to be recognized over an estimated weighted average period of approximately three years. The fair value of each option grant was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions during: 2020 2021 Dividend yield 0.00 % 0.00 % Expected volatility 25.89 % 33.99 % Risk-free interest rate 0.67 % 1.11 % Expected term 6 6 Expected term—This represents the weighted-average period the stock options are expected to remain outstanding based upon expected exercise and expected post-vesting termination. Risk-free interest rate—The assumption is based upon the observed U.S. treasury rate appropriate for the expected life of the employee stock options. Expected volatility—The expected volatility assumption is based upon the weighted-average historical daily price changes of our common stock over the most recent period equal to the expected option life of the grant based on the contractual term of the awards, adjusted for activity which is not expected to occur in the future. Dividend yield—The dividend yield assumption is based on our history and expectation of dividend payouts. The fair value of granted stock options was $5.17 million and $5.09 million for year ended December 31, 2021 and 2020, respectively. Any option granted under the Plan may include tandem Stock Appreciation Rights (“SARs”). SARs may also be awarded to eligible persons independent of any option. The strike price for common share for each SAR shall not be less than 100% of the fair value of the shares determined as of the date of grant. There were no SARs outstanding during the years ended December 31, 2021 or December 31, 2020. Restricted Stock and Restricted Stock Units Restricted Stock Units (“RSUs”) are convertible into shares of Company common stock upon vesting on a one-to-one basis. Restricted stock has the same rights as other issued and outstanding shares of Company common stock except they are not entitled to dividends until the awards vest. Restrictions also limit the sale or transfer of the same during the vesting period. Any unvested portion of the Restricted Stock and RSUs shall be terminated and forfeited upon termination of employment or service of the grantee. Director restricted stock activity under the Plan for the year ended December 31, 2021 is as follows: Employee Director Awards Non-Employee Director Awards Number of Shares Weighted- Number of Shares Weighted- Balance at December 31, 2019 - $ - - $ - Granted 4,935 20.26 39,480 20.26 Vested (4,935) 20.26 (39,480) 20.26 Forfeited - - - - Balance at December 31, 2020 - $ - - $ - Granted - - 20,134 19.70 Vested - - (20,134) 19.70 Forfeited - - - - Non-vested restricted stock at December 31, 2021 - $ - - $ - Non-director employee and consultant restricted stock activity under the Plan for the year ended December 31, 2021 is as follows: Employee Awards Consultant (Non-Employee) Awards Number of Shares Weighted- Number of Shares Weighted- Balance at December 31, 2019 - $ - - $ - Granted 400,000 24.28 200,000 24.69 Vested - - (100,000 ) 24.69 Forfeited - - - - Balance at December 31, 2020 400,000 $ 24.28 100,000 $ 24.69 Granted 30,416 23.65 110,000 18.89 Vested (4,916 ) 24.28 (110,000 ) 18.89 Forfeited (425,500 ) 24.24 (100,000 ) 24.69 Non-vested restricted stock at December 31, 2021 - $ - - $ - The fair value of consultant (non-employee) restricted stock vested for the year ended December 31, 2021 and 2020 was approximately $1.90 million and $2.47 million, respectively. The fair value of employee restricted stock awards vested for the year ended December 31, 2021 and 2020 was approximately $0.08 million and $0.10 million, respectively. The fair value of non-employee restricted stock awards vested for the year ended December 31, 2021 and 2020 was approximately $0.58 million and $0.80 million, respectively. During the years ended December 31, 2021 and 2020, the Company recorded in aggregate $2.56 million and $3.37 million, respectively, of share-based compensation expense related to restricted stock, which is included in operating expenses in the Company’s consolidated statements of operations. As of December 31, 2021, unrecognized compensation costs related to the employee restricted stock awards was $0 million. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 20. RELATED PARTY TRANSACTIONS The Company leases office property in San Pedro, California from Deluna Properties, Inc., a company owned by Salvatore Galletti. Rent expense was $0.21 million, $0.06 million and $0.06 million for the twelve months ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, under the adoption of ASC 842, the Company recorded $2.15 million of operating lease right-of-use asset and $2.10 million of operating lease liabilities in relation to this lease. The Company entered into a credit agreement with Salvatore Galletti for a $1.20 million revolving line of credit in January 2007. Monthly interest payments were accrued at 4.75% above the Prime Rate on any outstanding balance. In addition, the Company agreed to pay Salvatore Galletti 0.67% per month of the full amount of the revolving credit line, regardless of whether the Company has borrowed against the line of credit. For the years ended December 31, 2021, 2020 and 2019, respectively, zero amount of the fees have been paid to the lender. This agreement originally expired on December 31, 2011, which was amended from time to time and extended to December 31, 2024. The outstanding balance of the line of credit was $0 million at both of December 31, 2021 and 2020. On October 1, 2021, this revolving credit agreement has been early terminated by both parties without penalty or fees. In May 2018, Ittella Italy entered into a promissory note with Pizzo in the amount of 0.48 million Euros. The note bears interest at 8.00% per annum. The balance of the note was 0.00 million Euros and 0.07 million Euros as of December 31, 2021 and December 31, 2020, respectively. The Company is a party to a revolving line of credit with Marquette Business Credit with borrowing capacity of $25.00 million as of both December 31, 2021 and December 31, 2020 (Note 17). The parent organization of Marquette Business Credit is UMB (Note 3). On May 21, 2021, the Company entered into a transaction with Pizzo for the purchase of a vehicle. The Company paid 0.02 million Euros for acquiring the vehicle. In Connection with Belmont acquisition in December 2021, the Company entered into a lease agreement with Penhurst Realty, LLC, owned by Belmont’s prior owner who is currently serving as the president of BCI. No rent was paid or payable to the lessor during the period from December 21, 2021 (acquisition closing date) to December 31, 2021. As of December 31, 2021, under the adoption of ASC 842, the Company recorded $0.68 million of operating lease right-of-use asset and $0.66 million of operating lease liabilities in relation to this lease. A company affiliated with a member of the Board has been contracted to provide marketing assistance to the Company for the year ended December 31, 2021. The Company paid $0.10 million for the services provided during the year ended December 31, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 21. COMMITMENTS AND CONTINGENCIES In the ordinary course of business, the Company also enters into real property leases, which require the Company as lessee to indemnify the lessor from liabilities arising out of the Company’s occupancy of the properties. The Company’s indemnification obligations are generally covered under the Company’s general insurance policies. From time to time, the Company is involved in various litigation matters arising in the ordinary course of business. The Company does not believe the disposition of any current matter will have a material adverse effect on its consolidated financial position or results of operations. A subsidiary of the Company, Ittella Italy, is involved in certain litigation related to the death of an independent contractor who fell off of the roof of Ittella Italy’s premises while performing pest control services. The case was brought by five relatives of the deceased worker. The five plaintiffs are seeking collectively $2.12 million (1.87 million Euros) from the defendants. In addition to Ittella Italy, the pest control company for which the deceased was working at the time of the accident is co-defendant. Furthermore, under Italian law, the president of an Italian company is automatically criminally charged if a workplace death occurs on site. While the Company does not believe it is probable that Ittella Italy or its president will be found culpable, the Company cannot predict the ultimate outcome of the litigation. Procedurally, the case remains in a very early stage of the litigation. Ultimately, a trial will be required to determine if the defendants are liable, and if they are liable, a second separate proceeding will be required to establish the amount of damages owed by each of the co-defendants. The Company believes any required payment could be covered by its insurance policy; however, it is not possible to determine the amount at which the insurance company will reimburse Ittella Italy or whether any reimbursement will be received at all. The Company believes that the litigation may continue for a number of years before it is finally resolved. The Company believes that a loss is currently not probable, and an estimate cannot be made. Therefore, no accrual has been made as of December 31, 2021 or December 31, 2020. |
Consolidated Variable Interest
Consolidated Variable Interest Entity | 12 Months Ended |
Dec. 31, 2021 | |
Consolidated Variable Interest Entity [Abstract] | |
CONSOLIDATED VARIABLE INTEREST ENTITY | 22. CONSOLIDATED VARIABLE INTEREST ENTITY Ittella Properties LLC (“Properties”), the Company’s consolidated VIE, owns the Alondra Building, which is leased by Ittella International for 10 years from August 1, 2015 through August 1, 2025. Properties is wholly owned by Salvatore Galletti. The construction and acquisition of the Alondra building by Properties were funded by a loan agreement with unconditional guarantees by Ittella International and terms providing that 100% of the Alondra building must be leased to Ittella International throughout the term of the loan agreement. The Company concluded that it has a variable interest in Properties on the basis that Ittella International guarantees the loan for Properties and substantially all of Properties’ transactions occur with the Ittella International. Thus, Properties’ equity at risk is considered to be insufficient to finance its activities without additional support from Ittella International, and, therefore, Properties is considered a VIE. Properties’ assets and liabilities primarily consist of $2.1 million building and $1.9 million loan balance, see below Properties’ condensed balance sheets as of the years ended December 31, 2021 and 2020. The results of operations and cash flows of Properties are included in the Company’s consolidated financial statements. For the twelve-month periods ended December 31, 2021 and 2020, 100% of the revenue of Properties is intercompany and thus was eliminated in consolidation. Properties contributed expenses of $0.21 million, $0.26 million and $0.20 million for the years ended December 31, 2021 2020 and 2019, respectively. December 31, December 31, 2021 2020 ASSETS CURRENT ASSETS Cash $ 166 $ 14 Accounts receivable 19 38 Prepaid expenses and other current assets - 10 TOTAL CURRENT ASSETS 185 62 Property, plant and equipment, net 2,093 2,187 TOTAL ASSETS $ 2,278 $ 2,249 LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 7 $ 11 Accrued expenses - 10 Notes payable to related parties, current portion 1,912 111 Other current liabilities 49 11 TOTAL CURRENT LIABILITIES 1,968 143 Notes payable, net of current portion 1,907 TOTAL LIABILITIES 1,968 2,050 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS’ EQUITY Additional paid in capital 300 300 Retained earnings (deficit) 10 (101 ) Total equity 310 199 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 2,278 $ 2,249 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 23. Earnings per share The following is the summary of basic and diluted EPS for the years ended December 31, 2021, 2020 and 2019: (In thousands, except EPS) 2021 2020 2019 Numerator Net Income (loss) attributable to Tattooed Chef, Inc. $ (87,404 ) $ 67,602 $ 4,353 Gain on fair value remeasurement related to Warrants (718 ) (461 ) - Dilutive Net income (loss) attributable to Tattooed Chef, Inc. (88,122 ) 67,141 4,353 Denominator Weighted average common shares outstanding 81,532 36,488 28,324 Effect of potentially dilutive securities related to Warrants 139 3,589 - Weighted average diluted shares outstanding 81,671 40,077 28,324 Earnings per share Basic $ (1.07 ) $ 1.85 $ 0.15 Diluted $ (1.08 ) $ 1.68 $ 0.15 The following have been excluded from the calculation of diluted earnings per share as the effect of including them would have been anti-dilutive for the years ended December 31, 2021, 2020 and 2019: (In thousands) 2021 2020 2019 Warrants - 11,278 - Stock options 433 756 - Restricted stock awards 38 500 - Total 471 12,534 - |
Quarterly Financial Statements
Quarterly Financial Statements (Unaudited) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
24. QUARTERLY FINANCIAL STATEMENTS (Unaudited) | 24. QUARTERLY FINANCIAL INFORMATION (Unaudited) As discussed in Note 2, the Company is restating its unaudited interim financial statements for the three months ended March 31, 2021, the three and six months ended June 30, 2021, and the three and nine months ended September 30, 2021 as illustrated in this Note 24 (collectively referred to as the “Restatement”). Amounts depicted as “As Restated” throughout the accompanying consolidated financial statements and footnotes include the impact of the Restatement, as well as the impact of other immaterial error corrections and the adoption of ASC 842 as of January 1, 2021. The Company identified the following areas of restatement and revision which are depicted in the tables below: (a) Changes as a result of ASC 842 adoption as of January 1, 2021, which do not relate to errors: As the Company lost EGC status as of December 31, 2021, the Company was required to adopt ASC 842 beginning with the annual reporting period ended December 31, 2021. As part of ASC 842 adoption, in connection with NMFD acquisition (see Note 11), the assumed lease arrangements from the acquisitions have been assessed and fair valued under ASC 842 transition guidance. (b) Errors related to other immaterial previously unrecorded adjustments that were identified and disclosed as “ Revision of Previously Issued Financial Statements for Correction of Immaterial Errors ● an increase in net loss of: $0.0 million ($0.00 per share) for the three months ended March 31, 2021. ● an increase in net loss of: $0.6 million ($0.01 per share) and $0.6 million ($0.00 per share), for the three months and six months ended June 30, 2021. (c) Errors identified during the fourth quarter of 2021. (c1) Balance sheet classifications. The Company identified classification errors among accounts receivable, deferred revenue, inventory, accounts payable, finance lease liability and note payable. The classification errors had no impact the Company’s consolidated statement of operations and were not individually material to any of the previously issued financial statements. (c2) Valuation on deferred tax assets recorded during the second quarter in 2021 As discussed on Notes 1 and 3, the Company revised its consolidated financial statements for an error related to a deferred tax asset of $4.0 million related to the shares issued to Harrison that should have been recorded as of December 31, 2020. In the quarter ended June 30, 2021, the Company recorded a full valuation allowance on its deferred tax assets. As such, the amount of the valuation allowance is being restated by $4.0 million to reflect the correction of the error. The impact of the valuation allowance on the Company’s consolidated statement of operations: ● an increase in net loss of: $4.0 million ($0.05 per share) and $4.0 million ($0.05 per share), for the three months and six months ended June 30, 2021. ● an increase in net loss of: $0.0 million ($0.00 per share) and $4.0 million ($0.05 per share), for the three months and nine months ended September 30, 2021. (c3) Errors related to immaterial previously unrecorded adjustments were identified during the fourth quarter of 2021 and recorded as part of the Restatement. These were primarily adjustments that the Company deemed immaterial in prior periods. The total impact of these adjustments was: ● a reduction in net loss of: $0.4 million ($0.01 per share) for the three months ended March 31, 2021. ● a reduction in net loss of: $0.6 million ($0.01 per share) and $0.3 million ($0.00 per share), for the three months and six months ended June 30, 2021. ● an increase in net loss of: $0.3 million ($0.00 per share) and $0.1 million ($0.00 per share), for the three months and nine months ended September 30, 2021. (d) Reclassifications of certain prior period amounts to conform to the current period presentation. Reclassifications have no impact on net income (loss) and do not relate to errors and are included here in order to conform the presentation across the periods presented. March 31, 2021 Adjustments (in thousands except par value and shares, unaudited) As Reported a. Adoption of b. Previous c. Current d. As Restated ASSETS CURRENT ASSETS Cash $ 185,161 - - - - $ 185,161 Accounts receivable 31,796 - - (2,625 ) (c1,c3) - 29,171 Inventory 38,701 - (662 ) 942 (c1) - 38,981 Prepaid expenses and other current assets 11,739 (27 ) - (288 ) (c3) - 11,424 TOTAL CURRENT ASSETS 267,397 (27 ) (662 ) (1,971 ) - 264,737 Property, plant and equipment, net 19,312 - - - - 19,312 Operating lease right-of-use asset, net - 3,968 - - - 3,968 Finance lease right-of-use asset, net - - - - - - Intangible assets, net - - - - - - Deferred taxes 45,273 - - 4,024 (c2) - 49,297 Goodwill - - - - - - Other assets 923 - - - - 923 TOTAL ASSETS $ 332,905 3,941 (662 ) 2,053 - $ 338,237 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 31,252 - - (496 ) (c1) (46 ) $ 30,710 Accrued expenses 6,135 - - 423 (c3) - 6,558 Line of credit 26 - - - - 26 Notes payable to related parties, current portion 42 - - - - 42 Notes payable, current portion 111 - - - - 111 Deferred revenue 974 - - (974 ) (c1) - - Forward contract derivative liability 2,042 - - (84 ) (c3) - 1,958 Finance lease liabilities, current - - - - - - Operating lease liabilities, current - 651 - - - 651 Other current liabilities 1,188 (47 ) - - 46 1,187 TOTAL CURRENT LIABILITIES 41,770 604 - (1,131 ) - 41,243 Warrant liability 1,875 - - - - 1,875 Finance lease, net of current portion - - - - - - Operating lease, net of current portion - 3,344 - - - 3,344 Notes payable, net of current portion 1,903 - - - - 1,903 TOTAL LIABILITIES $ 45,548 3,948 - (1,131 ) - $ 48,365 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS’ EQUITY Preferred stock - $0.0001 par value; 10,000,000 shares authorized, none - - - - - - Common shares-$0.0001 par value; 1,000,000,000 shares authorized; 81,400,199 shares issued and outstanding at March 31, 2021 8 - - - - 8 Additional paid in capital 230,970 - - 4,024 (c2) - 234,994 Accumulated other comprehensive income 110 - - - - 110 Retained earnings 56,269 (7 ) (662 ) (840 ) (c3) - 54,760 Total equity 287,357 (7 ) (662 ) 3,184 - 289,872 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 332,905 3,941 (662 ) 2,053 - $ 338,237 Three Months Ended March 31, 2021 Adjustments (in thousands except per share amounts, unaudited) As Reported a. Adoption of b. Previous c. Current As Restated REVENUE $ 52,682 - - (213 ) (c3) $ 52,469 COST OF GOODS SOLD 45,905 - (390 ) (226 ) (c3) 45,289 GROSS PROFIT 6,777 - 390 13 7,180 OPERATING EXPENSES 13,795 7 394 288 (c3) 14,484 INCOME (LOSS) FROM OPERATIONS (7,018 ) (7 ) (4 ) (275 ) (7,304 ) Interest expense (20 ) - - - (20 ) Other income (expense) (2,589 ) - - (92 ) (c3) (2,681 ) INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (9,627 ) (7 ) (4 ) (367 ) (10,005 ) INCOME TAX BENEFIT (EXPENSE) 1,475 - - - 1,475 NET INCOME (LOSS) (8,152 ) (7 ) (4 ) (367 ) (8,530 ) LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS - - - - - NET INCOME (LOSS) ATTRIBUTABLE TO TATTOOED CHEF, INC. $ (8,152 ) (7 ) (4 ) (367 ) $ (8,530 ) NET INCOME (LOSS) PER SHARE Basic (0.10 ) - - (0.01 ) (0.11 ) Diluted (0.11 ) - - (0.01 ) (0.12 ) WEIGHTED AVERAGE COMMON SHARES Basic 79,415,105 - 825,000 - 80,240,105 Diluted 79,719,129 - 825,000 - 80,544,129 OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX Foreign currency translation adjustments 109 - - - 109 Total other comprehensive income (loss), net of tax 109 - - - 109 Comprehensive income (8,043 ) (7 ) (4 ) (367 ) (8,421 ) Less: comprehensive income attributable to the noncontrolling interest - - Comprehensive income attributable to Tattooed Chef, Inc. stockholders $ (8,043 ) (7 ) (4 ) (367 ) $ (8,421 ) Statement of Changes in Stockholders’ Equity -Three Months Ended March 31, 2021 Common Common Additional Accumulated Retained Stock Treasury Shares Paid-In Comprehensive Earnings (in thousands except shares, unaudited) Shares Shares Amount Capital Income (Loss) (Deficit) Total AS REPORTED BALANCE AS OF JANUARY 1, 2021 71,551,067 (81,087 ) $ 7 $ 164,423 $ 1 $ 64,729 $ 229,160 FOREIGN CURRENCY TRANSLATION ADJUSTMENT - - - - 109 - 109 DISTRIBUTION - - - - - (308 ) (308 ) STOCK-BASED COMPENSATION - - - 3,185 - - 3,185 FORFEITURE OF STOCK-BASED AWARDS (95,084 ) - - - - - - CANCELLATION OF TREASURY SHARES (81,087 ) 81,087 - - - - - EXERCISE OF WARRANTS 10,025,303 - 1 63,361 - - 63,362 NET LOSS - - - - - (8,152 ) (8,152 ) BALANCE AS OF MARCH 31, 2021 (UNAUDITED) 81,400,199 - $ 8 $ 230,969 $ 110 $ 56,269 $ 287,356 ADJUSTMENTS BALANCE AS OF JANUARY 1, 2021 4,025 (c2) (1,131 ) (b, c3) 2,894 NET LOSS (378 ) (a,b,c3) (378) TOTAL ADJUSTMENTS $ 4,025 $ (1,509 ) $ 2,516 AS RESTATED BALANCE AS OF JANUARY 1, 2021 71,551,067 (81,087 ) $ 7 $ 168,448 $ 1 $ 63,598 $ 232,054 FOREIGN CURRENCY TRANSLATION ADJUSTMENT - - - - 109 - 109 DISTRIBUTION - - - - - (308 ) (308 ) STOCK-BASED COMPENSATION - - - 3,185 - - 3,185 FORFEITURE OF STOCK-BASED AWARDS (95,084 ) - - - - - - CANCELLATION OF TREASURY SHARES (81,087 ) 81,087 - - - - - EXERCISE OF WARRANTS 10,025,303 - 1 63,361 - - 63,362 NET LOSS - - - - - (8,530 ) (8,530 ) BALANCE AS OF MARCH 31, 2021 (AS RESTATED) (UNAUDITED) 81,400,199 - $ 8 $ 234,994 $ 110 $ 54,760 $ 289,872 Three Months Ended March 31, 2021 Adjustments (in thousands, unaudited) As Reported a. Adoption of b. Previous c. Current d. Re- classification As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (8,152 ) (7 ) (4 ) (367 ) (c3) - $ (8,530 ) Adjustments to reconcile net income (loss) to net cash from operating activities: Depreciation 552 - - - - 552 Bad debt expense 122 - - - - 122 Accretion of debt financing costs - - - - - - Revaluation of warrant liability (320 ) - - - - (320 ) Unrealized forward contract loss 2,181 - - - - 2,181 Stock compensation expense 3,185 - - 288 (c3) - 3,473 Deferred taxes, net (1,749 ) - - - - (1,749 ) Non-cash lease cost - 27 - - - 27 Changes in operating assets and liabilities: Accounts receivable (13,926 ) - - 914 (c1, c3) - (13,012 ) Inventory (41 ) - 4 (942 ) (c1) - (979 ) Prepaid expenses and other assets (7,359 ) 27 - - - (7,332 ) Accounts payable 4,534 - - (496 ) (c1) 1,270 5,308 Accrued expenses 3,173 - - (226 ) (c3) - 2,947 Deferred revenue (737 ) - - 737 (c1) - - Other current liabilities 963 (47 ) - 92 (c3) (1,270 ) (262 ) Net cash used in operating activities (17,574 ) - - - - (17,574 ) CASH FLOWS FROM INVESTING ACTIVITIES - - - - - - Purchases of property, plant and equipment (2,852 ) - - - - (2,852 ) Acquisition of subsidiaries, net of cash acquired - - - - - - Proceeds from sale of property, plant and equipment - - - - - - Net cash used in investing activities (2,852 ) - - - - (2,852 ) CASH FLOWS FROM FINANCING ACTIVITIES Net change in line of credit 4 - - - - 4 Borrowings of notes payable to related parties - - - - - - Repayments of notes payable to related parties (24 ) - - - - (24 ) Borrowings of notes payable - - - - - - Repayments of notes payable (87 ) - - - - (87 ) Capital contributions - - - - - - Proceeds from the exercise of warrants 73,917 - - - - 73,917 Distribution (308 ) - - - - (308 ) Net cash provided by financing activities 73,502 - - - - 73,502 NET INCREASE IN CASH 53,076 - - - - 53,076 EFFECT OF EXCHANGE RATE ON CASH 506 - - - - 506 CASH AT BEGINNING OF PERIOD 131,579 131,579 CASH AT END OF PERIOD 185,161 185,161 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for Interest 1 1 Income taxes - - Noncash investing and financing activities Cashless warrant exercises 2,990 (2,990 ) - Capital expenditures included in accounts payable 1,328 1,328 June 30, 2021 Adjustments (in thousands except par value and shares, unaudited) As Reported a. Adoption of b. Previous c. Current d. Re-classification As Restated ASSETS CURRENT ASSETS Cash $ 140,182 - - - - $ 140,182 Accounts receivable, net 23,018 - - (1,163 ) (c1,c3) - 21,855 Inventory 50,818 - (1,232 ) - - 49,586 Prepaid expenses and other current assets 8,592 (28 ) - - - 8,564 TOTAL CURRENT ASSETS 222,610 (28 ) (1,232 ) (1,163 ) - 220,187 Property, plant and equipment, net 39,231 (2,918 ) - - 36,313 Operating lease right-of-use asset, net - 5,659 - - 5,659 Finance lease right-of-use asset, net - 5,726 - - - 5,726 Intangible assets, net 206 - - - - 206 Deferred taxes - - - - - - Goodwill 19,351 (1,378 ) - - - 17,973 Other assets 1,947 (1,444 ) - - - 503 TOTAL ASSETS $ 283,345 5,617 (1,232 ) (1,163 ) - $ 286,567 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 29,269 - - - (19 ) $ 29,250 Accrued expenses 5,610 - - - - 5,610 Line of credit 2,115 - - - - 2,115 Notes payable to related parties, current portion 25 - - - - 25 Notes payable, current portion 405 - - 2,917 (c1) - 3,322 Deferred revenue 950 - - (950 ) (c1) - - Forward contract derivative liability 935 - - - - 935 Finance lease liabilities, current 2917 - - (2,917 ) (c1) - - Operating lease liabilities, current - 1,155 - - - 1,155 Other current liabilities 1,840 (57 ) (1) - 19 1,801 TOTAL CURRENT LIABILITIES 44,066 1,098 (1) (950 ) - 44,213 Warrant liability 2,215 - - - - 2,215 Finance lease, net of current portion - - - - - - Operating lease, net of current portion - 4,548 - - - 4,548 Notes payable, net of current portion 2,724 - - - - 2,724 TOTAL LIABILITIES $ 49,005 5,646 (1) (950 ) - $ 53,700 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS’ EQUITY Preferred stock - $0.0001 par value; 10,000,000 shares authorized, none - - - - - - Common shares- $0.0001 par value; 1,000,000,000 shares authorized; 81,938,668 shares issued and outstanding at June 30, 2021 8 - - - - 8 Additional paid in capital 231,359 - - 4,024 (c2) - 235,383 Accumulated other comprehensive income (loss) (100 ) - - - - (100 ) Retained earnings 3,073 (29 ) (1,231 ) (4,237 ) (c2,c3) - (2,424 ) Total equity 234,340 (29 ) (1,231 ) (213 ) - 232,867 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 283,345 5,617 (1,232 ) (1,163 ) - $ 286,567 Three Months Ended June 30, 2021 Adjustments (in thousands except per share amounts, unaudited) As Reported a. Adoption of b. Previous c. Current As Restated REVENUE $ 50,716 - (206 ) (240 ) (c3) $ 50,270 COST OF GOODS SOLD 42,750 - (797 ) - 41,953 GROSS PROFIT 7,966 - 591 (240 ) 8,317 OPERATING EXPENSES 15,900 22 1,160 (951 ) (c3) 16,131 (LOSS) INCOME FROM OPERATIONS (7,934 ) (22 ) (569 ) 711 (7,814 ) Interest expense (94 ) - - - (94 ) Other (expense) income 817 - - (84 ) (c3) 733 (LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES (7,211 ) (22 ) (569 ) 627 (7,175 ) INCOME TAX EXPENSE (45,985 ) - - (4,024 ) (c2) (50,009 ) NET (LOSS) INCOME (53,196 ) (22 ) (569 ) (3,397 ) (57,184 ) LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS - - - - - NET (LOSS) INCOME ATTRIBUTABLE TO TATTOOED CHEF, INC. $ (53,196 ) (22 ) (569 ) (3,397 ) $ (57,184 ) NET (LOSS) INCOME PER SHARE Basic (0.65 ) (0.00 ) (0.01 ) (0.04 ) (0.70 ) Diluted (0.65 ) (0.00 ) (0.01 ) (0.04 ) (0.70 ) WEIGHTED AVERAGE COMMON SHARES Basic 81,981,428 - - - 81,981,428 Diluted 81,981,428 - - - 81,981,428 OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX Foreign currency translation adjustments (210 ) - - - (210 ) Total other comprehensive (loss) income, net of tax (210 ) - - - (210 ) Comprehensive (loss) income (53,406 ) (22 ) (569 ) (3,397 ) (57,394 ) Less: comprehensive income attributable to the noncontrolling interest - - - - - Comprehensive (loss) income attributable to Tattooed Chef, Inc. stockholders $ (53,406 ) (22 ) (569 ) (3,397 ) $ (57,394 ) Six Months Ended June 30, 2021 Adjustments (in thousands except per share amounts, unaudited) As Reported a. Adoption of b. Previous c. Current As Restated REVENUE $ 103,398 - (206 ) (453 ) (c3) $ 102,739 COST OF GOODS SOLD 89,534 - (2,066 ) (226 ) (c3) 87,242 GROSS PROFIT 13,864 - 1,860 (227 ) 15,497 OPERATING EXPENSES 28,816 29 2,433 (663 ) (c3) 30,615 (LOSS) INCOME FROM OPERATIONS (14,952 ) (29 ) (573 ) 436 (15,118 ) Interest expense (114 ) - - - (114 ) Other (expense) income (1,772 ) - - (176 ) (c3) (1,948 ) (LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES (16,838 ) (29 ) (573 ) 260 (17,180 ) INCOME TAX EXPENSE (44,510 ) - - (4,024 ) (c2) (48,534 ) NET (LOSS) INCOME (61,348 ) (29 ) (573 ) (3,764 ) (65,714 ) LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS - - - - NET (LOSS) INCOME ATTRIBUTABLE TO TATTOOED CHEF, INC. $ (61,348 ) (29 ) (573 ) (3,764 ) $ (65,714 ) NET (LOSS) INCOME PER SHARE Basic (0.76 ) (0.00 ) (0.00 ) (0.05 ) (0.81 ) Diluted (0.76 ) (0.00 ) (0.00 ) (0.05 ) (0.81 ) WEIGHTED AVERAGE COMMON SHARES Basic 81,121,795 - - - 81,121,795 Diluted 81,258,427 - - - 81,258,427 OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX Foreign currency translation adjustments (101 ) - - - (101 ) Total other comprehensive (loss) income, net of tax (101 ) - - - (101 ) Comprehensive (loss) income (61,449 ) (29 ) (573 ) (3,764 ) (65,815 ) Less: comprehensive income attributable to the noncontrolling interest - - - - - Comprehensive (loss) income attributable to Tattooed Chef, Inc. stockholders $ (61,449 ) (29 ) (573 ) (3,764 ) $ (65,815 ) Statement of Changes in Stockholders’ Equity -Three Months Ended June 30, 2021 Common Common Additional Accumulated Retained Stock Shares Paid-In Comprehensive Earnings (in thousands except shares, unaudited) Shares Amount Capital Income (Loss) (Deficit) Total AS REPORTED BALANCE AS OF APRIL 1, 2021 (UNAUDITED) 81,400,199 $ 8 $ 230,970 $ 110 56,269 $ 287,357 FOREIGN CURRENCY TRANSLATION ADJUSTMENT - - - (210 ) - (210 ) DISTRIBUTION - - - - - - STOCK-BASED COMPENSATION - - 582 - - 582 NON-EMPLOYEE STOCK-BASED COMPENSATION 835,000 - 181 - - 181 FORFEITURE OF STOCK-BASED AWARDS (300,000 ) - (445 ) - - (445 ) EXERCISE OF WARRANTS 3,469 - 71 - - 71 NET LOSS - - - - (53,196 ) (53,196 ) BALANCE AS OF JUNE 30, 2021 (UNAUDITED) 81,938,668 $ 8 $ 231,359 $ (100 ) $ 3,073 $ 234,340 ADJUSTMENTS BALANCE AS OF APRIL 1, 2021 4,024 (c2) (1,509 ) (a,b,c3) 2,515 NET LOSS (3,988 ) (a,b,c2,c3) (3,988 ) TOTAL ADJUSTMENTS 4,024 (5,497 ) (1,473 ) AS RESTATED BALANCE AS OF APRIL 1, 2021 (AS RESTATED) (UNAUDITED) 81,400,199 $ 8 $ 234,994 $ 110 $ 54,760 $ 289,872 FOREIGN CURRENCY TRANSLATION ADJUSTMENT - - - (210 ) - (210 ) DISTRIBUTION - - - - - - STOCK-BASED COMPENSATION - - 582 - - 582 NON-EMPLOYEE STOCK-BASED COMPENSATION 835,000 - 181 - - 181 FORFEITURE OF STOCK-BASED AWARDS (300,000 ) - (445 ) - - (445 ) EXERCISE OF WARRANTS 3,469 - 71 - - 71 NET LOSS - - - - (57,184 ) (57,184 ) BALANCE AS OF JUNE 30, 2021 (AS RESTATED) (UNAUDITED) 81,938,668 $ 8 $ 235,383 $ (100 ) $ (2,424 ) $ 232,867 Statement of Changes in Stockholders’ Equity -Six Months Ended June 30, 2021 Common Common Additional Accumulated Retained Stock Treasury Shares Paid-In Comprehensive Earnings (in thousands except shares, unaudited) Shares Shares Amount Capital Income (Loss) (Deficit) Total AS REPORTED BALANCE AS OF JANUARY 1, 2021 71,551,067 (81,087 ) $ 7 $ 164,423 $ 1 $ 64,729 $ 229,160 FOREIGN CURRENCY TRANSLATION ADJUSTMENT - - - - (101 ) - (101 ) DISTRIBUTION - - - - - (308 ) (308 ) STOCK-BASED COMPENSATION - - - 3,767 - - 3,767 NON-EMPLOYEE STOCK-BASED COMPENSATION 835,000 - - 181 - - 181 FORFEITURE OF STOCK-BASED AWARDS (395,084 ) - - (445 ) - - (445 ) CANCELLATION OF TREASURY SHARES (81,087 ) 81,087 - - - - - EXERCISE OF WARRANTS 10,028,772 - 1 63,433 - - 63,434 NET LOSS - - - - - (61,348 ) (61,348 ) BALANCE AS OF JUNE 30, 2021 (UNAUDITED) 81,938,668 - $ 8 $ 231,359 $ (100 ) $ 3,073 $ 234,340 ADJUSTMENTS BALANCE AS OF JANUARY 1, 2021 4,024 (c2) (1,131 ) (b,c3) 2,893 NET LOSS (4,366 ) (a,b,c2,c3) (4,366 ) TOTAL ADJUSTMENTS 4,024 (5,497 ) (1,473 ) AS RESTATED BALANCE AS OF JANUARY 1, 2021 71,551,067 (81,087 ) 7 168,447 1 63,598 $ 232,053 FOREIGN CURRENCY TRANSLATION ADJUSTMENT - - - - (101 ) - (101 ) DISTRIBUTION - - - - - (308 ) (308 ) STOCK-BASED COMPENSATION - - - 3,767 - - 3,767 NON-EMPLOYEE STOCK-BASED COMPENSATION 835,000 - - 181 - - 181 FORFEITURE OF STOCK-BASED AWARDS (395,084 ) - - (445 ) - - (445 ) CANCELLATION OF TREASURY SHARES (81,087 ) 81,087 - - - - - EXERCISE OF WARRANTS 10,028,772 - 1 63,433 - - 63,434 NET LOSS - - - - - (65,714 ) (65,714 ) BALANCE AS OF JUNE 30, 2021 (AS RESTATED) (UNAUDITED) 81,938,668 - $ 8 $ 235,383 $ (100 ) $ (2,424 ) $ 232,867 Six Months Ended June 30, 2021 Adjustments (in thousands, unaudited) As Reported a. Adoption of b. Previous c. Current d. Re- classification As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) (61,348 ) (29 ) (573 ) (3,764 ) (c2,c3) - (65,714 ) Adjustments to reconcile net income (loss) to net cash from operating activities: Depreciation 1,448 14 - - - 1,462 Bad debt expense 311 - - - - 311 Accretion of debt financing costs 3 - - - - 3 Revaluation of warrant liability 51 - - - - 51 Unrealized forward contract loss 1,074 - - - - 1,074 Stock compensation expense 3,502 - - - - 3,502 Deferred taxes, net 43,525 - - 4,024 (c2) - 47,549 Non-cash lease cost - 44 - - - 44 Changes in operating assets and liabilities: - - - - Accounts receivable (1,772 ) - - (548 ) (c1, c3) - (2,320 ) Inventory (8,988 ) - 573 - - (8,415 ) Prepaid expenses and other assets (3,641 ) 28 - - - (3,613 ) Accounts payable (1,961 ) - - - 1,297 (664 ) Accrued expenses 2,571 - - (649 ) (c3) - 1,922 Deferred revenue (761 ) - - 761 (c1) - - Other current liabilities 1,614 (57 ) - 176 (1,297 ) 436 Net cash used in operating activities (24,372 ) - - - (24,372 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property, plant and equipment (10,140 ) - - - - (10,140 ) Acquisition of subsidiaries, net of cash acquired (33,918 ) - - - - (33,918 ) Net cash used in investing activities (44,058 ) - - - - (44,058 ) - CASH FLOWS FROM FINANCING ACTIVITIES - Net change in line of credit 2,093 2,093 Borrowings of notes payable to related parties - - - - - - Repayments of notes payable to related parties (42 ) - - - - (42 ) Borrowings of notes payable 1,168 - - - - 1,168 Repayments of notes payable (140 ) - - - - (140 ) Capital contributions - - - - - - Proceeds from the exercise of warrants 73,957 - - - - 73,957 Distribution (308 ) - - - - (308 ) Net cash provided by financing activities 76,728 - - - - 76,728 NET INCREASE IN CASH 8,298 - - - - 8,298 EFFECT OF EXCHANGE RATE ON CASH 305 - - - - 305 CASH AT BEGINNING OF PERIOD 131,579 131,579 CASH AT END OF PERIOD 140,182 140,182 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for Interest 100 100 Income taxes 249 249 Noncash investing and financing activities Capital expenditures included in accounts payable 776 776 September 30, 2021 Adjustments (in thousands except par value and shares, unaudited) As Reported a. Adoption of c. Current As Restated ASSETS CURRENT ASSETS Cash $ 129,476 - - $ 129,476 Accounts receivable, net 24,469 - (1,314 ) (c1, c3) 23,155 Inventory 45,271 - - 45,271 Prepaid expenses and other current assets 8,256 (39 ) - 8,217 TOTAL CURRENT ASSETS 207,472 (39 ) (1,314 ) 206,119 Property, plant and equipment, net 39,669 (2,900 ) - 36,769 Operating lease right-of-use asset, net - 5,766 - 5,766 Finance lease right-of-use asset, net - 5,683 - 5,683 Intangible assets, net 179 - - 179 Deferred taxes - - - - Goodwill 19,351 (1,378 ) - 17,973 Other assets 1,731 (1,444 ) - 287 TOTAL ASSETS $ 268,402 5,688 (1,314 ) $ 272,776 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 23,641 - - $ 23,641 Accrued expenses 4,880 - - 4,880 Line of credit 3,317 - - 3,317 Notes payable to related parties, current portion 7 - - 7 Notes payable, current portion 400 - 2,863 (c1) 3,263 Deferred revenue 634 - (634 ) (c1) - Forward contract derivative liability 1788 - (136 ) (c3) 1,652 Finance lease liabilities, current 2863 - (2,863 ) (c1) - Operating lease liabilities, current - 1,203 - 1,203 Other current liabilities 911 (67 ) - 844 TOTAL CURRENT LIABILITIES 38,441 1,136 (770 ) 38,807 Warrant liability 1,343 - - 1,343 Finance lease, net of current portion - - - - Operating lease, net of current portion - 4,622 - 4,622 Notes payable, net of current portion 2,627 - - 2,627 TOTAL LIABILITIES $ 42,411 5,758 (770 ) $ 47,399 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS’ EQUITY Preferred stock - $0.0001 par value; 10,000,000 shares authorized, none - - - - Common shares- $0.0001 par value; 1,000,000,000 shares authorized; 81,982,392 shares issued and outstanding at September 30, 2021 8 - - 8 Additional paid in capital 233,223 - 4,024 (c2) 237,247 Accumulated other comprehensive income (loss) (908 ) - - (908 ) Retained earnings (6,332 ) (70 ) (4,568 ) (c2, c3) (10,970 ) Total equity 225,991 (70 ) (544 ) 225,377 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 268,402 5,688 (1,314 ) $ 272,776 Three Months Ended Adjustment (in thousands except per share amounts, unaudited) As Reported a. Adoption of c. Current As Restated REVENUE $ 58,780 - (425 ) (c3) $ 58,355 COST OF GOODS SOLD 52,836 - - 52,836 GROSS PROFIT 5,944 - (425 ) 5,519 OPERATING EXPENSES 13,604 41 42 (c3) 13,687 (LOSS) INCOME FROM OPERATIONS (7,660 ) (41 ) (467 ) (8,168 ) Interest expense (45 ) - - (45 ) Other (expense) income (724 ) - 136 (c3) (588 ) (LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES (8,429 ) (41 ) (331 ) (8,801 ) INCOME TAX EXPENSE 255 - - 255 NET (LOSS) INCOME (8,174 ) (41 ) (331 ) (8,546 ) LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS - - - NET (LOSS) INCOME ATTRIBUTABLE TO TATTOOED CHEF, INC. $ (8,174 ) (41 ) (331 ) $ (8,546 ) NET (LOSS) INCOME PER SHARE Basic (0.10 ) (0.00 ) (0.00 ) (0.10 ) Diluted (0.10 ) (0.00 ) (0.00 ) (0.10 ) WEIGHTED AVERAGE COMMON SHARES Basic 81,957,170 - - 81,957,170 Diluted 82,011,216 - - 82,011,216 OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX Foreign currency translation adjustments (808 ) - - (808 ) Total other comprehensive (loss) income, net of tax (808 ) - - (808 ) Comprehensive (loss) income (8,982 ) (41 ) (331 ) (9,354 ) Less: comprehensive income attributable to the noncontrolling interest - - - - Comprehensive (loss) income attributable to Tattooed Chef, Inc. stockholders $ (8,982 ) (41 ) (331 ) $ (9,354 ) Nine Months Ended Adjustments (in thousands except per share amounts, unaudited) As Reported a. Adoption of c. Current As Restated REVENUE $ 161,972 - (878 ) (c3) $ 161,094 COST OF GOODS SOLD 140,304 - (226 ) (c3) 140,078 GROSS PROFIT 21,668 - (652 ) 21,016 OPERATING EXPENSES 44,853 70 (621 ) (c3) 44,302 (LOSS) INCOME FROM OPERATIONS (23,185 ) (70 ) (31 ) (23,286 ) Interest expense (159 ) - - (159 ) Other (expense) income (2,496 ) - (40 ) (2,536 ) (LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES (25,840 ) (70 ) (71 ) (25,981 ) INCOME TAX EXPENSE (44,255 ) - (4,024 ) (c2) (48,279 ) NET (LOSS) INCOME (70,095 ) (70 ) (4,095 ) (74,260 ) LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS - - - - NET (LOSS) INCOME ATTRIBUTABLE TO TATTOOED CHEF, INC. $ (70,095 ) (70 ) (4,095 ) $ (74,260 ) NET (LOSS) INCOME PER SHARE Basic (0.86 ) (0.00 ) (0.05 ) (0.91 ) Diluted (0.86 ) (0.00 ) (0.05 ) (0.91 ) WEIGHTED AVERAGE COMMON SHARES Basic 81,404,348 - - 81,404,348 Diluted 81,548,673 - - 81,548,673 OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX Foreign currency translation adjustments (909 ) - - (909 ) Total other comprehensive (loss) income, net of tax (909 ) - - (909 ) Comprehensive (loss) income (71,004 ) (70 ) (4,095 ) (75,169 ) Less: comprehensive income attributable to the noncontrolling interest - - - - Comprehensive (loss) income attributable to Tattooed Chef, Inc. stockholders $ (71,004 ) (70 ) (4,095 ) $ (75,169 ) Statement of Changes in Stockholders’ Equity -Three Months Ended September 30, 2021 Common Common Additional Accumulated Retained Stock Shares Paid-In Comprehensive Earnings (in thousands except shares, unaudited) Shares Amount Capital Income (Loss) (Deficit) Total AS REPORTED BALANCE AS OF JULY 1, 2021 (UNAUDITED) 81,938,668 $ 8 $ 231,359 $ (100 ) $ 1,842 $ 233,109 FOREIGN CURRENCY TRANSLATION ADJUSTMENT - - - (808 ) - (808 ) DISTRIBUTION - - - - - - STOCK-BASED COMPENSATION - - 733 - - 733 NON-EMPLOYEE STOCK-BASED COMPENSATION 4,918 - 109 - - 109 FORFEITURE OF STOCK-BASED AWARDS - - - - - - EXERCISE OF WARRANTS 38,806 - 1,022 - - 1,022 NET LOSS - - - - (8,174 ) (8,174 ) BALANCE AS OF SEPTEMBER 30, 2021 (UNAUDITED) 81,982,392 $ 8 $ 233,223 $ (908 ) $ (6,332 ) $ 225,991 ADJUSTMENTS BALANCE AS OF JULY 1, 2021 4,024 (c2) (4,266 ) (a, c2) (242 ) NET LOSS (372 ) (a, c3) (372 ) TOTAL ADJUSTMENTS 4,024 (4,638 ) (614 ) AS RESTATED BALANCE AS OF JULY 1, 2021 (AS RESTATED) (UNAUDITED) 81,938,668 $ 8 $ 235,383 $ (100 ) $ (2,424 ) $ 232,867 FOREIGN CURRENCY TRANSLATION ADJUSTMENT - - - (808 ) - (808 ) DISTRIBUTION - - - - - - STOCK-BASED COMPENSATION - - 733 - - 733 NON-EMPLOYEE STOCK-BASED COMPENSATION 4,918 - 109 - - 109 FORFEITURE OF STOCK-BASED AWARDS - - - - - - EXERCISE OF WARRANTS 38,806 - 1,022 - - 1,022 NET LOSS - - - - (8,546 ) (8,546 ) BALANCE AS OF SEPTEMBER 30, 2021 (AS RESTATED) (UNAUDITED) 81,982,392 $ 8 $ 237,247 $ (908 ) $ (10,970 ) $ 225,377 Statement of Changes in Stockholders’ Equity -Nine Months Ended September 30, 2021 Common Common Additional Accumulated Retained Stock Treasury Shares Paid-In Comprehensive Earnings (in thousands except shares, unaudited) Shares Shares Amount Capital Income (Loss) (Deficit) Total AS REPORTED BALANCE AS OF JANUARY 1, 2021 71,551,067 (81,087 ) $ 7 $ 164,424 $ 1 $ 64,071 $ 228,503 FOREIGN CURRENCY TRANSLATION ADJUSTMENT - - - - (909 ) - (909 ) DISTRIBUTION - - - - - (308 ) (308 ) STOCK-BASED COMPENSATION - - - 4,499 - - 4,499 NON-EMPLOYEE STOCK-BASED COMPENSATION 839,918 - - 290 - - 290 FORFEITURE OF STOCK-BASED AWARDS (395,084 ) - - (445 ) - - (445 ) CANCELLATION OF TREASURY SHARES (81,087 ) 81,087 - - - - - EXERCISE OF WARRANTS 10,067,578 - 1 64,455 - - 64,456 NET LOSS - - - - - (70,095 ) (70,095 ) BALANCE AS OF SEPTEMBER 30, 2021 (UNAUDITED) 81,982,392 - $ 8 $ 233,223 $ (908 ) $ (6,332 ) $ 225,991 ADJUSTMENTS BALANCE AS OF JANUARY 1, 2021 4,024 (c2) (473 ) (c3) 3,551 NET LOSS (4,165 ) (a,c2,c3) (4,165 ) TOTAL ADJUSTMENTS 4,024 (4,638 ) (614 ) AS RESTATED BALANCE AS OF JANUARY 1, 2021 (AS RESTATED) (UNAUDITED) 71,551,067 (81,087 ) $ 7 $ 168,448 $ 1 $ 63,598 $ 232,054 FOREIGN CURRENCY TRANSLATION ADJUSTMENT - - - - (909 ) - (909 ) DISTRIBUTION - - - - - (308 ) (308 ) STOCK-BASED COMPENSATION - - - 4,499 - - 4,499 NON-EMPLOYEE STOCK-BASED COMPENSATION 839,918 - - 290 - - 290 FORFEITURE OF STOCK-BASED AWARDS (395,084 ) - - (445 ) - - (445 ) CANCELLATION OF TREASURY SHARES (81,087 ) 81,087 - - - - - EXERCISE OF WARRANTS 10,067,578 - 1 64,455 - - 64,456 NET LOSS - - - - - (74,260 ) (74,260 ) BALANCE AS OF SEPTEMBER 30, 2021 (AS RESTATED) (UNAUDITED) 81,982,392 - $ 8 $ 237,247 $ (908 ) $ (10,970 ) $ 225,377 Nine Months Ended September 30, 2021 Adjustments As Reported a. Adoption of c. Current As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (70,095 ) (70 ) (4,095 ) (c2,c3) $ (74,260 ) Adjustments to reconcile net income (loss) to net cash from operating activities: Depreciation 2,514 39 - 2,553 Bad debt expense 539 - - 539 Accretion of debt financing costs 4 - - 4 Revaluation of warrant liability (158 ) - - (158 ) Unrealized forward contract loss 2,342 - - 2,342 Stock compensation expense 4,344 - - 4,344 Deferred taxes, net 43,525 - 4,024 (c2) 47,549 Non-cash lease cost - 59 - 59 Changes in operating assets and liabilities: - Accounts receivable (3,450 ) - (397 ) (c1,c3) (3,847 ) Inventory (4,099 ) - - (4,099 ) Prepaid expenses and other assets (3,090 ) 39 - (3,051 ) Accounts payable (6,554 ) - - (6,554 ) Accrued expenses 1,841 - (649 ) (c3) 1,192 Deferred revenue (1,077 ) - 1,077 (c1) - Other current liabilities 289 (67 ) 40 (c3) 262 Net cash used in operating activities $ (33,125 ) - - $ (33,125 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property, plant and equipment (13,048 ) - - (13,048 ) Acquisition of subsidiaries, net of cash acquired (33,918 ) - - (33,918 ) Proceeds from sale of property, plant and equipment - - - - Net cash used in investing activities $ (46,966 ) - - $ (46,966 ) CASH FLOWS FROM FINANCING ACTIVITIES Net change in line of credit 3,295 - - 3,295 Borrowings of notes payable to related parties - - - - Repayments of notes payable to related parties (59 ) - - (59 ) Borrowings of notes payable 1,168 - - 1,168 Repayments of notes payable (296 ) - - (296 ) Capital contributions - - - - Proceeds from the exercise of warrants 74,316 - - 74,316 Distribution (308 ) - - (308 ) Net cash provided by financing activities $ 78,116 - - $ 78,116 NET INCREASE IN CASH (1,975 ) - - (1,975 ) EFFECT OF EXCHANGE RATE ON CASH (128 ) - - (128 ) CASH AT BEGINNING OF PERIOD 131,579 131,579 CASH AT END OF PERIOD $ 129,476 $ 129,476 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for Interest 145 - - 145 Income taxes 759 - - 759 Noncash investing and financing activities Capital expenditures |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations. General Tattooed Chef, Inc. was originally incorporated in Delaware on May 4, 2018 under the name of Forum Merger II Corporation (“Forum”), as a special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisitions, stock purchase, reorganization or similar business combination with one or more business. On October 15, 2020 (the “Closing Date”), Forum consummated the transactions contemplated within the Agreement and Plan of Merger dated June 11, 2020 as amended on August 10, 2020, (the “Merger Agreement”), by and among Forum, Myjojo, Inc., a Delaware corporation (“Myjojo (Delaware)”), Sprout Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Forum (“Merger Sub”), and Salvatore Galletti, in his capacity as the holder representative (the “Holder Representative”). The transactions contemplated by the Merger Agreement are referred to herein as the “Transaction”. Upon the consummation of the Transaction, Merger Sub merged with and into Myjojo (Delaware) (the “Merger”), with Myjojo (Delaware) surviving the merger in accordance with the Delaware General Corporation Law. Immediately upon the completion of the Transaction, Myjojo (Delaware) became a direct wholly owned subsidiary of Forum. In connection with the Closing of the Transaction (the “Closing”), Forum changed its name to Tattooed Chef, Inc. (“Tattooed Chef”). Tattooed Chef’s common stock began trading on the Nasdaq under the symbol “TTCF” on October 16, 2020 (see Note 3). Tattooed Chef and its subsidiaries, (collectively, the “Company”) are principally engaged in the manufacturing of plant-based foods including, but not limited to, acai and smoothie bowls, zucchini spirals, riced cauliflower, vegetable bowls and cauliflower crust pizza primarily in the United States and Italy. About Myjojo and Subsidiaries Myjojo, Inc. was an S corporation formed under the laws of California (“Myjojo (California)”) on February 26, 2019 to facilitate a corporate reorganization of Ittella International Inc. On March 27, 2019, the sole stockholder of Ittella International, Inc. contributed all of his share ownership of Ittella International, Inc. to Myjojo (California) in exchange for 100% interest in the latter, becoming Myjojo (California)’s sole stockholder. Ittella International, Inc. was formed in California as a tax pass-through entity and subsequently converted on April 10, 2019 to a limited liability company, Ittella International, LLC (“Ittella International”). On April 15, 2019, UMB Capital Corporation (“UMB”), a financial institution acquired a 12.50% non-controlling interest in Ittella International (Notes 3 and 4). Ittella’s Chef, Inc. was incorporated under the laws of the State of California on July 20, 2017 as a qualified Subchapter S subsidiary and a wholly owned subsidiary of Ittella International. Ittella’s Chef, Inc. was formed as a tax passthrough entity for purposes of holding Ittella International’s 70% ownership interest in Ittella Italy, S.R.L. (“Ittella Italy”) (Note 3). On March 15, 2019, Ittella’s Chef, Inc. was converted to a limited liability company, Ittella’s Chef, LLC (“Ittella’s Chef”). On May 21, 2020, Myjojo (Delaware) was formed with Salvatore Galletti owning all of the shares of common stock. On May 27, 2020, Myjojo (California) merged into Myjojo (Delaware) with Myjojo (Delaware) issuing shares of common stock to the sole stockholder of Myjojo (California). As discussed in Note 3, in connection with the Transaction and as a condition to the closing (the “Closing”), Myjojo (Delaware) entered into a Contribution Agreement with the minority members of Ittella International and the minority shareholders of Ittella Italy. Under the Contribution Agreement, the minority holders contributed all of their equity interests in Ittella International to Myjojo (Delaware) and Ittella Italy to Ittella’s Chef in exchange for Myjojo (Delaware) stock (the “Restructuring”). The Restructuring was consummated prior to the Transaction. The shares of Myjojo (Delaware) were exchanged for shares of Forum’s common stock upon consummation of the Transaction. On May 14, 2021, the Company acquired New Mexico Food Distributors, Inc. (“NMFD”) and Karsten Tortilla Factory, LLC (“Karsten”) in an all-cash transaction for approximately $34.12 million (collectively, the “NMFD Transaction”). NMFD and Karsten were privately held companies based in Albuquerque, New Mexico. NMFD produces and sells frozen and ready-to-eat Mexican food products to retail and food service customers through its network of distributors in the United States. NMFD processes its products in two leased facilities located in New Mexico. See Note 11 Business combinations. On September 28, 2021, Tattooed Chef formed BCI Acquisition, Inc. (“BCI”). On December 21, 2021, BCI acquired substantially all of the assets, and assumed certain specified liabilities from Belmont Confections, Inc. (“Belmont”) for an aggregate purchase price of approximately $17.00 million. Belmont was a privately held company based in Youngstown, Ohio, and specialized in the development and manufacturing of private label nutritional bars. See Note 11 Business combinations. |
Basis of Consolidation | Basis of Consolidation. |
Basis of Presentation | Basis of Presentation. The Transaction (Note 3) was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method, Forum was treated as the “acquired” company (“Accounting Acquiree”) and Myjojo (Delaware), the accounting acquirer, was assumed to have issued stock for the net assets of Forum, accompanied by a recapitalization. The net assets of Forum are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the reverse recapitalization are those of Myjojo (Delaware). The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the reverse recapitalization, have been retroactively restated. |
Business Combinations | Business Combinations. |
Revision of Previously Issued Financial Statements for Correction of Immaterial Errors | Revision of Previously Issued Financial Statements for Correction of Immaterial Errors. The Company identified errors in its previously issued annual financial statements that were determined to be individually, and in the aggregate, quantitatively and qualitatively immaterial based on its analysis of Staff Accounting Bulletin (“SAB”) No. 99, “ Materiality Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements ● In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity Fair Value Measurement ● The Company revised the accompanying consolidated balance sheet and statement of stockholders’ equity as of December 31, 2020 to reflect the correction of an immaterial error related to the presentation of 81,087 treasury shares. The treasury shares are now presented separately from common stock shares. This revision has an immaterial impact on the Company’s previously reported net income, earnings per share, or stockholders’ equity. ● The Company revised the accompanying consolidated statements of equity and operations and comprehensive income for the year ended December 31, 2020 to reflect the correction of an immaterial error related to the grant of 825,000 stock awards to Harrison Co. (“Harrison”) on October 15, 2020 as consideration for advisory services provided by Harrison to facilitate the successful completion of the Transaction (see Note 18). The stock awards were fully vested on grant date, and therefore a weighted average 174,041 shares should have been included in basic and diluted outstanding shares when calculating earnings per share for the year ended December 31, 2020. In addition, the fair value of the stock awards issued in the amount of $20.54 million should have been included as a reduction to the “Reverse Recapitalization” line item and an increase by the same amount to the “Transaction costs, net of tax” line item. Both items are included within the Company’s additional paid-in capital for the year ended December 31, 2020. The Company also identified a $4.0 million deferred tax asset (with the corresponding offset to additional paid-in capital) that should have been recorded in connection with this grant. The revision has no impact on the Company’s previously reported net income but reduced the earnings per share for the year ended December 31, 2020. The impact of the tax consequences associated with the grant have been reflected in the balance sheet and statement of stockholders’ equity. ● The Company identified errors related to inventoriable costs and the classification of certain expense accounts that primarily impacted revenue, cost of goods sold and operating expenses. ● The Company identified a classification error between accounts receivable and deferred revenue which affected the balance sheets as of December 31, 2020, March 31, 2021, June 30, 2021 and September 30, 2021. While the effect of the errors above was not material to the prior annual financial statements, certain errors were determined to have a material impact on the Company’s unaudited consolidated financial statements as of and for the three months ended March 31, 2021, the three and six months ended June 30, 2021, and the three and nine months ended September 30, 2021 and therefore, should be restated (collectively referred to as the “Restatement”). Refer to Note 24. (In thousands) As of December 31, 2020 As Revisions Re- classification* As Revised Accounts receivable $ 17,991 $ (1,710 ) $ - $ 16,281 Inventory 38,660 (658 ) - 38,002 Prepaid expenses and other current assets 18,240 176 - 18,416 TOTAL CURRENT ASSETS 206,470 (2,192 ) - 204,278 Deferred income taxes, net 43,525 4,024 - 47,549 TOTAL ASSETS 266,683 1,832 - 268,515 Accounts payable 25,391 - (1,316 ) 24,075 Accrued expenses 2,961 649 - 3,610 Deferred revenue 1,711 (1,711 ) - - Other current liabilities 87 - 1,316 1,403 TOTAL CURRENT LIABILITIES 30,349 (1,062 ) - 29,287 Warrant liabilities - 5,184 - 5,184 TOTAL LIABILITIES 32,339 4,122 - 36,461 Additional paid-in capital 170,799 (2,351 ) - 168,448 Retained earnings 63,537 61 - 63,598 TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) 234,344 (2,290 ) - 232,054 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 266,683 1,832 - 268,515 (In thousands) Consolidated For the year ended December 31, 2019 As Originally Reported Revisions As Revised REDEEMABLE NONCONTROLLING INTEREST $ 6,930 $ (30 ) $ 6,900 Retained earnings ending balance 1,265 (209 ) 1,056 (In thousands) Consolidated For the year ended December 31, 2020 As Revisions As Revised Additional paid in capital from exercise of warrants $ 66,559 $ 2,696 $ 69,255 Additional paid in capital from reverse recapitalization 91,920 11,470 103,390 Additional paid in capital, transaction costs, net of tax (7,227 ) (16,518 ) (23,745 ) Additional paid in capital ending balance 170,799 (2,351 ) 168,448 Retained earnings ending balance 63,537 61 63,598 (In thousands) Consolidated As Originally As For the year ended December 31, 2019 Reported Revisions Revised Cash Flows from Operating Activities: Net income $ 5,608 $ (198 ) $ 5,410 Changes in operating assets and liabilities: Inventory (6,757 ) 198 (6,559 ) Net cash used in operating activities (1,076 ) - (1,076 ) (In thousands) Consolidated As Originally As For the year ended December 31, 2020 Reported Revisions Revised Cash Flows from Operating Activities: Net income $ 68,724 $ 300 $ 69,024 Adjustments to reconcile net income to net provided by (cash used in) operating activities: Revaluation of common stock warrant liability to estimated fair value - (1,192 ) (1,192 ) Unrealized forward contract loss (866 ) (176 ) (1,042 ) Changes in operating assets and liabilities: - Accounts receivable (8,550 ) 1,711 (6,839 ) Inventory (20,700 ) 419 (20,281 ) Accrued expenses 1,013 649 1,662 Deferred revenue 1,711 (1,711 ) - Net cash (used in) provided by operating activities (13,367 ) - (13,367 ) (In thousands, except EPS) Consolidated For the year ended December 31, 2019 As Revision As Revised Revenue $ 84,919 $ (1 ) $ 84,918 Cost of goods sold 71,209 524 71,733 Gross profit 13,710 (525 ) 13,185 Operating expense 7,454 (327 ) 7,127 Income from operations 6,256 (198 ) 6,058 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 5,762 (198 ) 5,564 Net income (loss) 5,608 (198 ) 5,410 LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS 1,082 (25 ) 1,057 NET INCOME (LOSS) ATTRIBUTABLE TO TATTOOED CHEF, INC. 4,526 (173 ) 4,353 Basic net income (loss) per share 0.16 (0.01 ) 0.15 Diluted net income (loss) per share 0.16 (0.01 ) 0.15 (In thousands, except EPS and shares) Consolidated For the year ended December 31, 2020 As Revisions As Revenue $ 148,492 $ 6 $ 148,498 Cost of goods sold 124,836 1,982 126,818 Gross profit 23,656 (1,976 ) 21,680 Operating expense 32,541 (908 ) 31,633 Loss from operations (8,885 ) (1,068 ) (9,953 ) Other income 38,066 1,368 39,434 INCOME BEFORE PROVISION FOR INCOME TAXES 28,446 300 28,746 Net income 68,724 300 69,024 LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS 1,475 (53 ) 1,422 NET INCOME ATTRIBUTABLE TO TATTOOED CHEF, INC. 67,249 353 67,602 Basic net income per share 1.85 0.00 1.85 Diluted net income per share 1.69 (0.01 ) 1.68 Basic 36,313,821 174,041 36,487,862 Diluted 39,903,147 174,041 40,077,188 * Reclassifications: Certain prior period amounts related to taxes payable were reclassified from Accounts Payable to Other Current Liabilities. |
Cash | Cash. |
Foreign Currency | Foreign Currency. The accompanying consolidated financial statements are expressed in United States dollars. Assets and liabilities of foreign operations are translated at period-end rates of exchange. Revenues, costs and expenses are translated at average rates of exchange prevailing during the period. Equity adjustments resulting from translating foreign currency financial statements are accumulated as a separate component of stockholders’ equity. The Company conducts business globally and is therefore exposed to adverse movements in foreign currency exchange rates, specifically the Euro to US dollar. To limit the exposure related to foreign currency changes, the Company entered into foreign currency exchange forward contracts starting in 2020. The Company does not enter into contracts for speculative purposes. Under these facilities, the Company has access to open foreign exchange forward contract instruments to purchase a specific amount of funds in Euros and to settle, on an agreed-upon future date, in a corresponding amount of funds in United States dollars. These derivatives are not designated as hedging instruments. Gains and losses on the contracts are included in other (expense) income, net, and offset foreign exchange gains and losses from the short-term effects of foreign currency fluctuations on assets and liabilities, such as inventory purchases, receivables and payables, which are denominated in currencies other than the functional currency of the reporting entity. These derivative instruments generally have maturities of up to 12 months. During the years ended December 31, 2021, 2020, and 2019, the Company entered into foreign currency exchange forward contracts to purchase 58.16 million Euros, 67.79 million Euros, and 0 Euros, respectively. The notional amounts of these derivatives are $70.00 million, $79.21 million, and $0 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Accounts Receivable | Accounts Receivable. Additionally, the Company maintains product demonstration accruals with two of its private label customers. The product demonstration accruals represent variable consideration and are recorded as a reduction of revenue. The Company’s obligations to the customers are included within accrued expenses on the consolidated balance sheets. The outstanding balance for product demonstration accrual included on the consolidated balance sheets was $1.47 million and $1.52 million as of December 31, 2021 and 2020, respectively (Note 15). |
Inventory | Inventory. |
Property, Plant and Equipment | Property, Plant and Equipment. |
Goodwill | Goodwill. |
Long-Lived and Intangible Assets | Long-Lived and Intangible Assets. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments. Level 1 - Inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company is able to access at the measurement date. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, and can reference interest rates, yield curves, implied volatilities and credit spreads. Level 3 - Inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. |
Revenue Recognition | Revenue Recognition. Control generally transfers to the customer when the product is shipped or delivered to the customer based upon applicable shipping terms. Payment terms with customers typically require payment 7 to 45 days from invoice date. Payment terms may vary by customer but generally do not exceed 45 days from invoice date. The Company disaggregates revenue based on the type of products sold to its customers – private label, Tattooed Chef and other. The other revenue stream constitutes sale of similar food products directly to customers through a third-party vendor and the Company acts as a principal in these transactions. Some contracts also include some form of variable consideration. The most common forms of variable consideration include slotting fees, trade discounts, promotional programs, and demonstration costs. Variable consideration is treated as a reduction in revenue when product revenue is recognized. Depending on the specific type of variable consideration, the Company uses either the expected value or most likely amount method to determine the variable consideration. The Company reviews and updates its estimates and related accruals of variable consideration each period based on the terms of the agreements, historical experience, and any recent changes in the market. The Company generally does not have unbilled receivable balances arising from transactions with customers. The Company does not capitalize contract inception costs, as contracts are one year or less and the Company does not incur significant costs to fulfill a contract that would be requiring capitalization. The Company recognizes shipping and handling costs related to products transferred to the end customer as fulfillment cost and includes these costs in cost of goods sold upon delivery of the product to the customer. |
Cost of Sales | Cost of Sales. |
Operating Expenses | Operating Expenses. |
Sales and Marketing Expenses | Sales and Marketing Expenses. |
Interest Expense | Interest Expense. |
Deferred Financing Costs | Deferred Financing Costs. |
Stock-based Compensation | Stock-based Compensation. Compensation — Stock Compensation Under the provisions of ASC 505-50, Equity-Based Payments to Non-Employees |
Income Taxes | Income Taxes. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must first be determined to be more likely than not to be sustained based solely on its technical merits, and if so, then measured to be the largest benefit that has a greater than 50% likelihood of being sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payment, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. See Note 16 for more information on the Company’s accounting for income taxes. |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss. |
Use of Estimates | Use of Estimates. |
Concentrations of Credit Risk | Concentrations of Credit Risk. No single external supplier accounted for more than 10% of the Company’s cost of goods sold during the years ended December 31, 2021, 2020 and 2019, respectively. Customers accounting for more than 10% of the Company’s accounts receivable as of December 31, 2021 and 2020 were: Customer December 31, December 31, Customer A 13 % 24 % Customer B * 10 % Customer C 38 % 53 % Customer D 12 % ** * Customer B accounted for less than 10% of accounts receivable as of December 31, 2021. However, customer B accounted for 10% as of December 31, 2020 and as such was included in the disclosure above for comparison purposes. ** Customer D is a new customer in 2021, accounted for 12% as of December 31, 2021 and as such was included in the disclosure above for comparison purposes. |
Segment Information | Segment Information. The Company’s products are primarily sold to customers in the United States. Approximately 1% of the total sales were sold to foreign countries in Europe, Asia and North America during the years ended December 31, 2021, 2020 and 2019. Long-lived assets consist of net property, plant and equipment and other non-current assets. The geographic location of long-lived assets is as follows: Long Lived Assets (in thousands) December 31, December 31, Italy $ 17,269 $ 9,113 United States 29,207 6,970 Total $ 46,476 $ 16,083 The carrying amounts of net assets and the geographic location in which they are located are as follows: Net Assets (in thousands) December 31, December 31, Italy $ 8,203 $ 7,966 United States 209,100 224,088 Total $ 217,303 $ 232,054 |
COVID-19 Pandemic | COVID-19 Pandemic. Despite partial remote working conditions, the Company’s business activities have continued to operate with minimal interruptions. However, the pandemic may adversely affect the Company’s suppliers and could impair its ability to obtain raw material inventory in the quantities or of a quality the Company desires. The Company currently sources a material amount of its raw materials from Italy. Though the Company is not dependent on any single Italian grower for its supply of a certain crop, events (including the pandemic) generally affecting these growers could adversely affect the Company’s business. If the Company is unable to manage its supply chain effectively and ensure that its products are available to meet consumer demand, operating costs could increase, and sales and profit margins could decrease. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions and technical corrections to tax depreciation methods for qualified improvement property. It also appropriated funds for the SBA Paycheck Protection Programs that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. The Company has elected not to apply for a Paycheck Protection Program loan. The provisions of the CARES Act did not have a material impact on the Company’s financial condition, results of operations or cash flows for 2021 or 2020. The rapid development and fluidity of this situation precludes any prediction as to the ultimate material adverse impact on the financial statements and presents material uncertainty and risk with respect to our business, operations, financial condition and liquidity. |
Leases | Leases. Leases (Topic 842) Leases Upon adoption, the Company elected the package of transition practical expedients which allowed the Company to carry forward prior conclusions related to: (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases and (iii) initial direct costs for existing leases. Additionally, the Company elected the practical expedient to not separate lease components from nonlease components for all leases within the portfolio. The Company made an accounting policy election to not record leases with an term of 12 months or less on the accompanying consolidated balance sheets and recognizes related lease payments in the consolidated statements of operations on a straight-line basis over the lease term. The Company determines if an arrangement is a lease at inception of a contract. Following the adoption of this standard, the Company determines if an arrangement contains a lease at inception based on whether there is an identified asset and whether the Company controls the use of the identified asset throughout the period of use. The Company classifies leases as either financing or operating. The Company has operating leases for office space, storage facilities and certain company vehicles and equipment. The Company has one finance lease related to a production facility. Right-of-use (“ROU”) assets are recognized at the lease commencement date and represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the remaining lease term. Present value of lease payments are discounted based on the Company’s incremental borrowing rate, when the interest rate implicit in the Company’s leases is not readily determinable. See Note 14. The Company’s operating lease ROU assets are measured based on the corresponding operating lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) lease incentives under the lease. Options to renew or terminate the lease are recognized as part of our ROU assets and lease liabilities when it is reasonably certain the options will be exercised. ROU assets are also assessed for impairments consistent with the Company’s long-lived asset policy. The Company does not allocate consideration between lease and non-lease components, such as maintenance costs, as the Company has elected to not separate lease and non-lease components for any leases within its existing classes of assets. Operating lease expense for fixed lease payments is recognized on a straight-line basis over the lease term. Variable lease payments for volume-based expenses are not included in the measurement of the ROU assets or lease liabilities and are expensed as incurred. For some leases, the Company reimburses the landlord for non-lease components, or items that are not considered components of a contract, such as common area maintenance, property tax and insurance costs. While the Company determined not to separate lease and non-lease components, these payments are based on actual costs, making them variable consideration and excluding them from the calculations of the ROU Asset and lease liability. Operating leases are presented separately as operating lease ROU assets, current operating lease liabilities, and noncurrent and operating lease liabilities in the accompanying consolidated balance sheets. For periods prior to the adoption of Topic 842, leases are accounted for under Topic 840. Under Topic 840, the Company recognized rent expense on a straight-line basis over the term of the lease. The difference between cash rent payments and the recognition of rent expense was recorded within other current liabilities as a deferred rent liability on the consolidated balance sheets. Leasehold improvements funded by landlord incentives or allowances were recorded in property and equipment and as a component of deferred rent and amortized as a reduction of rent expense over the term of the related lease. |
Earnings per share | Earnings per share. For the years ended December 31, 2020 and 2019, basic and diluted net income per share have been retroactively adjusted to reflect the Reverse Recapitalization of the Company described in Note 1. |
Warrants | Warrants. The Public Warrants are considered freestanding equity-classified instruments due to their detachable and separately exercisable features and meet the indexation criteria in ASC 815-40-15. Accordingly, the Public Warrants are presented as a component of Stockholders’ Equity in accordance with ASC 815-40-25. All of the public warrants have been exercised as of December 31, 2021. See note 18. The agreements with respect to the Company’s Private Placement Warrants include provisions related to determining settlement amounts that preclude the Private Placement Warrants from being accounted for as components of equity. As these warrants meet the definition of a derivative as contemplated in ASC 815-40, the Private Placement Warrants are recorded as derivative liabilities on the condensed consolidated balance sheets and measured at fair value at inception (on the Closing Date) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the condensed consolidated statements of operations and other comprehensive income (loss) in the period of change. |
Emerging Growth Company (“EGC”) | Emerging Growth Company (“EGC”). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of consolidated financial statements | As of December 31, 2020 As Revisions Re- classification* As Revised Accounts receivable $ 17,991 $ (1,710 ) $ - $ 16,281 Inventory 38,660 (658 ) - 38,002 Prepaid expenses and other current assets 18,240 176 - 18,416 TOTAL CURRENT ASSETS 206,470 (2,192 ) - 204,278 Deferred income taxes, net 43,525 4,024 - 47,549 TOTAL ASSETS 266,683 1,832 - 268,515 Accounts payable 25,391 - (1,316 ) 24,075 Accrued expenses 2,961 649 - 3,610 Deferred revenue 1,711 (1,711 ) - - Other current liabilities 87 - 1,316 1,403 TOTAL CURRENT LIABILITIES 30,349 (1,062 ) - 29,287 Warrant liabilities - 5,184 - 5,184 TOTAL LIABILITIES 32,339 4,122 - 36,461 Additional paid-in capital 170,799 (2,351 ) - 168,448 Retained earnings 63,537 61 - 63,598 TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) 234,344 (2,290 ) - 232,054 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 266,683 1,832 - 268,515 |
Schedule of consolidated statements of stockholders’ equity | (In thousands) Consolidated For the year ended December 31, 2019 As Originally Reported Revisions As Revised REDEEMABLE NONCONTROLLING INTEREST $ 6,930 $ (30 ) $ 6,900 Retained earnings ending balance 1,265 (209 ) 1,056 (In thousands) Consolidated For the year ended December 31, 2020 As Revisions As Revised Additional paid in capital from exercise of warrants $ 66,559 $ 2,696 $ 69,255 Additional paid in capital from reverse recapitalization 91,920 11,470 103,390 Additional paid in capital, transaction costs, net of tax (7,227 ) (16,518 ) (23,745 ) Additional paid in capital ending balance 170,799 (2,351 ) 168,448 Retained earnings ending balance 63,537 61 63,598 |
Schedule of consolidated statements of cash flows | (In thousands) Consolidated As Originally As For the year ended December 31, 2019 Reported Revisions Revised Cash Flows from Operating Activities: Net income $ 5,608 $ (198 ) $ 5,410 Changes in operating assets and liabilities: Inventory (6,757 ) 198 (6,559 ) Net cash used in operating activities (1,076 ) - (1,076 ) (In thousands) Consolidated As Originally As For the year ended December 31, 2020 Reported Revisions Revised Cash Flows from Operating Activities: Net income $ 68,724 $ 300 $ 69,024 Adjustments to reconcile net income to net provided by (cash used in) operating activities: Revaluation of common stock warrant liability to estimated fair value - (1,192 ) (1,192 ) Unrealized forward contract loss (866 ) (176 ) (1,042 ) Changes in operating assets and liabilities: - Accounts receivable (8,550 ) 1,711 (6,839 ) Inventory (20,700 ) 419 (20,281 ) Accrued expenses 1,013 649 1,662 Deferred revenue 1,711 (1,711 ) - Net cash (used in) provided by operating activities (13,367 ) - (13,367 ) |
Schedule of consolidated statements of operations and comprehensive income | (In thousands, except EPS) Consolidated For the year ended December 31, 2019 As Revision As Revised Revenue $ 84,919 $ (1 ) $ 84,918 Cost of goods sold 71,209 524 71,733 Gross profit 13,710 (525 ) 13,185 Operating expense 7,454 (327 ) 7,127 Income from operations 6,256 (198 ) 6,058 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 5,762 (198 ) 5,564 Net income (loss) 5,608 (198 ) 5,410 LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS 1,082 (25 ) 1,057 NET INCOME (LOSS) ATTRIBUTABLE TO TATTOOED CHEF, INC. 4,526 (173 ) 4,353 Basic net income (loss) per share 0.16 (0.01 ) 0.15 Diluted net income (loss) per share 0.16 (0.01 ) 0.15 (In thousands, except EPS and shares) Consolidated For the year ended December 31, 2020 As Revisions As Revenue $ 148,492 $ 6 $ 148,498 Cost of goods sold 124,836 1,982 126,818 Gross profit 23,656 (1,976 ) 21,680 Operating expense 32,541 (908 ) 31,633 Loss from operations (8,885 ) (1,068 ) (9,953 ) Other income 38,066 1,368 39,434 INCOME BEFORE PROVISION FOR INCOME TAXES 28,446 300 28,746 Net income 68,724 300 69,024 LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS 1,475 (53 ) 1,422 NET INCOME ATTRIBUTABLE TO TATTOOED CHEF, INC. 67,249 353 67,602 Basic net income per share 1.85 0.00 1.85 Diluted net income per share 1.69 (0.01 ) 1.68 Basic 36,313,821 174,041 36,487,862 Diluted 39,903,147 174,041 40,077,188 |
Schedule of customers accounting for more than 10% of the Company’s accounts receivable | Customer December 31, December 31, Customer A 13 % 24 % Customer B * 10 % Customer C 38 % 53 % Customer D 12 % ** |
Schedule of long lived assets | Long Lived Assets (in thousands) December 31, December 31, Italy $ 17,269 $ 9,113 United States 29,207 6,970 Total $ 46,476 $ 16,083 |
Schedule of carrying amounts of net assets and the geographic location | Net Assets (in thousands) December 31, December 31, Italy $ 8,203 $ 7,966 United States 209,100 224,088 Total $ 217,303 $ 232,054 |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Schedule of reverse recapitalization to the consolidated statement of cash flows | Cash held in the Trust Account $ 207,416 Less: Forum transaction costs and advisory fees (21,249 ) Add: Cash transaction costs recognized in additional paid-in capital, net of tax 7,227 Less: Transaction costs paid after the Closing Date (6,200 ) Net cash contributions from Reverse Recapitalization $ 187,194 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Redeemable Noncontrolling Interest [Abstract] | |
Schedule of changes in the carrying value of the redeemable noncontrolling interest | Amount Redeemable Noncontrolling Interest as of December 31, 2019 $ 6,900 Contribution from noncontrolling interest 1,143 Net income attributable to redeemable noncontrolling interest 230 Accretion to redeemable noncontrolling interest to redemption value 36,719 Reverse recapitalization transaction (44,992 ) Redeemable Noncontrolling Interest as of December 31, 2020 $ - |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue Recognition [Abstract] | |
Schedule of revenue streams | December 31, 2021 December 31, 2020 December 31, 2019 Revenue Streams (in thousands) Revenue % Total Revenue % Total Revenue % Total Tattooed Chef $ 132,523 63 % $ 84,598 57 % $ 18,280 22 % Private Label 75,648 35 % 62,906 42 % 63,819 75 % Other revenues 5,259 2 % 994 1 % 2,819 3 % Total net revenue $ 213,430 $ 148,498 $ 84,918 |
Schedule of customers accounting for 10% or more of consolidated revenue | Customer December 31, December 31, December 31, 2019 Customer C 34 % 39 % 29 % Customer A 28 % 32 % 10 % Customer B 11 % 17 % 35 % Customer E * * 11 % Customer D * * 10 % |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | December 31, December 31, Raw materials $ 22,724 $ 16,534 Work-in-process 5,545 5,040 Finished goods 22,756 13,424 Packaging 3,537 3,004 Total inventory $ 54,562 $ 38,002 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
Schedule of prepaid expenses and other current assets | December 31, December 31, Warrants receivable (see Note 18) $ - $ 13,542 Prepaid advertising expenses 4,133 - Tax credits 1,106 1,884 Prepaid other expenses 1,612 1,897 Other current assets 176 1,093 Total prepaid expenses and other current assets $ 7,027 $ 18,416 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | December 31, December 31, Land $ 738 $ - Building 4,766 2,574 Leasehold improvements 5,336 2,106 Machinery and equipment 33,975 12,526 Computer equipment 549 187 Furniture and fixtures 169 109 Construction in progress 7,986 1,533 Property, plant, and equipment 53,519 19,035 Less: accumulated depreciation and amortization (7,043 ) (2,952 ) Property, plant, and equipment, net $ 46,476 $ 16,083 |
Intangible Assets, Net and Go_2
Intangible Assets, Net and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | December 31, December 31, Tradenames $ 220 $ - Less: accumulated amortization (69 ) - Intangible assets, net $ 151 $ - |
Schedule of estimated future amortization expense for the definite-lived intangible assets | 2022 $ 110 2023 41 2024 - Total $ 151 |
Schedule of change in the carrying amount of goodwill | Balance as of January 1, 2021 $ - New Mexico Food Distributors, Inc. (NMFD) and Karsten Acquisition 17,973 Measurement period adjustment (change in consideration) 26 Belmont Acquisition 8,925 Balance as of December 31, 2021 $ 26,924 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of fair value of assets acquired and liabilities | Amount Purchase consideration $ 34,119 Assets acquired and liabilities assumed Cash $ 173 Accounts receivable 3,567 Inventory 2,270 Prepaid expenses and other current assets 122 Operating lease, ROU asset 207 Property, plant and equipment 9,819 Finance lease, ROU assets * 5,749 Other noncurrent assets 29 Intangible assets – tradenames 220 Accounts payable (2,834 ) Accrued expenses (78 ) Operating lease liability (207 ) Note payable * (2,917 ) Goodwill 17,999 Total assets acquired and liabilities assumed $ 34,119 |
Schedule of preliminary fair value of assets acquired and liabilities | Amount Cash consideration $ 13,000 Equity consideration – common stock 4,000 Total purchase consideration $ 17,000 Assets acquired and liabilities assumed Accounts receivable $ 1,630 Inventory 4,130 Prepaid expenses and other current assets 38 Operating lease ROU asset 870 Property, plant and equipment 6,477 Accounts payable (3,477 ) Accrued expenses (723 ) Operating lease liability (870 ) Goodwill 8,925 Total assets acquired and liabilities assumed $ 17,000 |
Schedule of pro forma financial information | Year Ended December 31, 2021 2020 Net Revenue - pro forma combined $ 256,607 $ 202,916 Net (Loss) Income - pro forma combined (88,517 ) 69,517 Weighted Average Shares: Basic 81,773,780 36,729,408 Diluted 81,912,675 40,318,734 Net Income (Loss) per Share: Basic $ (1.08 ) $ 1.89 Diluted $ (1.09 ) $ 1.72 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments [Abstract] | |
Schedule of derivative instruments | December 31, December 31, Balance Sheet Line Item 2021 2020 Derivatives not designated as hedging instruments: Foreign currency derivatives Prepaid expenses and other current assets $ - $ 1,042 Foreign currency derivatives Forward contract derivative liability 1,804 - Total derivatives not designed as hedging instruments $ 1,804 $ 1,042 |
Schedule of consolidated statements of operations and comprehensive income (loss) of derivative instruments not designated as hedges | Line Item in Statement of Income Year ended Year ended Derivatives not designated as hedging instruments: Foreign currency derivatives Other income (expense) $ (2,846 ) $ 1,042 Gain on settlement of contingent consideration derivative Other income - 37,200 Total not designated as hedging instruments $ (2,846 ) $ 38,242 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value measurement of the private placement warrants as of each measurement date | Input December 31, December 31, October 15, Risk-free interest rate 1.08 % 0.34 % 0.32 % Expected term (years) 3.79 4.79 5 Expected volatility 45.00 % 35.00 % 35.00 % Exercise price $ 11.50 $ 11.50 $ 11.50 Fair value of warrants $ 7.07 $ 12.72 $ 13.85 |
Schedule of changes in the fair value of warrant liabilities | Private Fair value at initial measurement on October 15, 2020 $ 9,072 Exercise of Private Placement Warrants (2,696 ) Change in fair value (1) (1,192 ) Fair value as of December 31, 2020 $ 5,184 Exercise of Private Placement Warrants (3,782 ) Change in fair value (1) (589 ) Fair value as of December 31, 2021 $ 813 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of components of lease costs | Year ended (in thousands) Statement of Operations Location December 31, Operating leases: Lease cost Cost of goods sold $ 1,014 Lease cost Operating expenses 293 Operating lease cost 1,307 Finance leases: Amortization of right-of use assets Operating expenses 110 Interest on IRB lease note payable Interest expenses 67 Finance lease cost 177 Other: Variable lease cost Cost of goods sold 1,733 Variable lease cost Operating expenses 21 Variable lease cost* 1,754 Total lease cost $ 3,238 |
Schedule of supplemental balance sheet information | December 31 (in thousands) 2021 Assets Balance Sheet Location ROU assets-Finance lease** Finance lease right-of-use asset, net $ 5,749 Less: accumulated amortization Finance lease right-of-use asset, net (110 ) Finance lease right-of-use assets, net Finance lease right-of-use asset, net 5,639 ROU assets-Operating lease Operating lease right-of-use assets 9,099 Less: accumulated amortization Operating lease right-of-use assets (1,060 ) Operating lease right-of-use assets, net Operating lease right-of-use assets 8,039 Total Lease ROU assets $ 13,678 Liabilities Current: Operating lease liabilities, current Operating lease liabilities, current $ (1,523 ) Finance lease liability** ** (2,826 ) Long term: Operating lease liabilities, noncurrent Operating lease liabilities, noncurrent (6,599 ) Total Lease liabilities $ (10,948 ) |
Schedule of supplemental cash flow information | Year ended (in thousands) December 31, Operating cash flows paid for operating leases $ (986 ) Financing cash flows paid for note payable related to IRB lease (90 ) Non-cash investing and financing activities: Operating lease 4,936 |
Schedule of weighted-average remaining lease term | Operating Leases Finance Leases Weighted-average remaining lease term (years) 7.11 4.00 Weighted-average discount rate 4.0%-5.3% 3.8 % |
Schedule of future lease payments for operating leases | (in thousands) Operating Leases 2022 $ 1,847 2023 1,694 2024 1,337 2025 964 2026 744 2027 and thereafter 3,180 Total lease payments $ 9,766 Less imputed interest 1,644 Present value of future lease payments $ 8,122 Current Lease liabilities 1,523 Noncurrent Lease liabilities 6,599 2021 $ 856 2022 685 2023 524 2024 186 2025 132 Thereafter 457 Total $ 2,840 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses [Abstract] | |
Schedule of accrued expenses | December 31, December 31, Accrued customer incentives $ 1,471 $ 1,524 Accrued payroll 1,600 1,471 Accrued commission 607 108 Other accrued expenses 89 507 Total accrued Expenses $ 3,767 $ 3,610 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of income taxes | December 31, December 31, December 31, 2019 Pre-tax (loss) income from U.S. operations $ (40,772 ) $ 24,396 $ 4,308 Pre-tax (loss) income from foreign operations 1,292 4,350 1,256 Total Pre-tax (loss) income $ (39,480 ) $ 28,746 $ 5,564 |
Schedule of (benefit) provision for income taxes | December 31, December 31, December 31, 2019 Current: Federal $ - $ - $ - State and local 2 78 79 Foreign 641 947 257 Total current 643 1,025 336 Deferred: Federal 35,620 (29,502 ) - State and local 11,847 (13,591 ) (11 ) Foreign (186 ) (390 ) (171 ) Tax benefit recorded to additional paid-in capital - 2,180 - Total deferred 47,281 (41,303 ) (182 ) Total income tax (benefit) expense $ 47,924 $ (40,278 ) $ 154 |
Schedule of statutory federal income tax rate | December 31, December 31, December 31, Income taxes computed at Federal statutory rate $ (8,291 ) 21.0 % $ 5,974 20.8 % $ 1,210 21.7 % State and local taxes (1,181 ) 3.0 % (422 ) (1.5 )% 69 1.2 % Section 162(m) limitation - - % 2,537 8.8 % - - % Derivative Gain / Loss (20 ) 0.1 % (7,812 ) (27.2 )% - - % Permanent differences 16 0.0 % (187 ) (0.7 )% - - % Foreign taxes 455 (1.2 )% 947 3.3 % 419 7.5 % Earnings not subject to federal entity-level tax - - % (2,013 ) (7.0 )% (1,210 ) (21.7 )% Change in valuation allowance 50,680 (128.4 )% - - % (334 ) (6.0 )% Effect of Change in Rate (State) 4,897 (12.4 )% - - % - - % Change in tax status - - % (39,261 ) (136.6 )% - - % Other 1,368 (3.5 )% (41 ) (0.1 )% - - % Total income tax (benefit) expense $ 47,924 (121.4 )% $ (40,278 ) (140.1 )% $ 154 2.8 % |
Schedule of deferred income tax assets and liabilities | 2021 2020 Deferred tax assets Transaction costs $ 1,127 $ 6,204 Fixed assets - 65 Intangibles 33,272 38,667 Stock based compensation 643 951 Accruals and reserves 767 275 Net operating loss carryforwards 15,620 1,519 Lease liabilities 2,087 - Unrealized exchange loss 232 - Other 318 110 Gross deferred tax assets 54,066 47,791 Less valuation allowance (50,612 ) - Total deferred tax assets $ 3,454 $ 47,791 Deferred tax liability Fixed assets $ (1,042 ) $ - Unrealized exchange gain - (242 ) Right of use asset (2,067 ) - Other (79 ) - Total deferred tax liabilities (3,188 ) (242 ) Net deferred tax assets $ 266 $ 47,549 |
Indebtedness (Tables)
Indebtedness (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Indebtedness [Abstract] | |
Schedule of debt | December 31, December 31, Revolving credit facility $ 1,200 $ 22 Notes payable 5,735 2,101 Notes payable to related parties (Note 20) - 66 Total debt 6,935 2,189 Less current debt (6,219 ) (199 ) Total long-term debt $ 716 $ 1,990 |
Schedule of future minimum principal payments due on the notes payable | Year ended December 31, 2022 $ 6,219 2023 286 2024 289 2025 141 Total $ 6,935 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of changes in other comprehensive income attributable to noncontrolling interest | 2021 2020 2019 Net income attributable to noncontrolling interest in Ittella Italy $ - $ 1,192 $ 351 Net income attributable to noncontrolling interest in Ittella International - 230 706 Increase in noncontrolling interest due to foreign currency translation - 84 7 Change in net comprehensive income attributable to noncontrolling interest $ - $ 1,506 $ 1,064 |
Schedule of warrant activity | Public Private Issued and outstanding as of October 15, 2020 20,000,000 655,000 Exercised (5,540,316 ) (247,423 ) Issued and outstanding as of December 31, 2020 14,459,684 407,577 Exercised (14,459,684 ) (292,417 ) Issued and outstanding as of December 31, 2021 - 115,160 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of summarizes the stock option activity | Number of Outstanding Weighted Weighted Intrinsic Balance at December 31, 2019 - - - - Granted 773,300 24.64 10.00 - Cancelled and forfeited - - - - Exercised - - - - Balance at December 31, 2020 773,300 $ 24.64 9.98 $ - Granted 825,000 18.15 - - Cancelled and forfeited (4,500 ) 24.69 - - Exercised - - - - Balance at December 31, 2021 1,593,800 $ 21.30 9.26 $ - Vested and Exercisable at December 31, 2021 256,267 $ 24.69 8.98 $ - |
Schedule of fair value of each option grant was estimated on the grant date using the black-scholes option pricing model | 2020 2021 Dividend yield 0.00 % 0.00 % Expected volatility 25.89 % 33.99 % Risk-free interest rate 0.67 % 1.11 % Expected term 6 6 |
Schedule of restricted stock activity under the plan | Employee Director Awards Non-Employee Director Awards Number of Shares Weighted- Number of Shares Weighted- Balance at December 31, 2019 - $ - - $ - Granted 4,935 20.26 39,480 20.26 Vested (4,935) 20.26 (39,480) 20.26 Forfeited - - - - Balance at December 31, 2020 - $ - - $ - Granted - - 20,134 19.70 Vested - - (20,134) 19.70 Forfeited - - - - Non-vested restricted stock at December 31, 2021 - $ - - $ - Employee Awards Consultant (Non-Employee) Awards Number of Shares Weighted- Number of Shares Weighted- Balance at December 31, 2019 - $ - - $ - Granted 400,000 24.28 200,000 24.69 Vested - - (100,000 ) 24.69 Forfeited - - - - Balance at December 31, 2020 400,000 $ 24.28 100,000 $ 24.69 Granted 30,416 23.65 110,000 18.89 Vested (4,916 ) 24.28 (110,000 ) 18.89 Forfeited (425,500 ) 24.24 (100,000 ) 24.69 Non-vested restricted stock at December 31, 2021 - $ - - $ - |
Consolidated Variable Interes_2
Consolidated Variable Interest Entity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Consolidated Variable Interest Entity [Abstract] | |
Schedule of consolidated financial statements | December 31, December 31, 2021 2020 ASSETS CURRENT ASSETS Cash $ 166 $ 14 Accounts receivable 19 38 Prepaid expenses and other current assets - 10 TOTAL CURRENT ASSETS 185 62 Property, plant and equipment, net 2,093 2,187 TOTAL ASSETS $ 2,278 $ 2,249 LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 7 $ 11 Accrued expenses - 10 Notes payable to related parties, current portion 1,912 111 Other current liabilities 49 11 TOTAL CURRENT LIABILITIES 1,968 143 Notes payable, net of current portion 1,907 TOTAL LIABILITIES 1,968 2,050 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS’ EQUITY Additional paid in capital 300 300 Retained earnings (deficit) 10 (101 ) Total equity 310 199 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 2,278 $ 2,249 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted EPS | (In thousands, except EPS) 2021 2020 2019 Numerator Net Income (loss) attributable to Tattooed Chef, Inc. $ (87,404 ) $ 67,602 $ 4,353 Gain on fair value remeasurement related to Warrants (718 ) (461 ) - Dilutive Net income (loss) attributable to Tattooed Chef, Inc. (88,122 ) 67,141 4,353 Denominator Weighted average common shares outstanding 81,532 36,488 28,324 Effect of potentially dilutive securities related to Warrants 139 3,589 - Weighted average diluted shares outstanding 81,671 40,077 28,324 Earnings per share Basic $ (1.07 ) $ 1.85 $ 0.15 Diluted $ (1.08 ) $ 1.68 $ 0.15 |
Schedule of anti-dilutive securities excluded from calculation of diluted earnings per share | (In thousands) 2021 2020 2019 Warrants - 11,278 - Stock options 433 756 - Restricted stock awards 38 500 - Total 471 12,534 - |
Quarterly Financial Statement_2
Quarterly Financial Statements (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of balance sheet | March 31, 2021 Adjustments (in thousands except par value and shares, unaudited) As Reported a. Adoption of b. Previous c. Current d. As Restated ASSETS CURRENT ASSETS Cash $ 185,161 - - - - $ 185,161 Accounts receivable 31,796 - - (2,625 ) (c1,c3) - 29,171 Inventory 38,701 - (662 ) 942 (c1) - 38,981 Prepaid expenses and other current assets 11,739 (27 ) - (288 ) (c3) - 11,424 TOTAL CURRENT ASSETS 267,397 (27 ) (662 ) (1,971 ) - 264,737 Property, plant and equipment, net 19,312 - - - - 19,312 Operating lease right-of-use asset, net - 3,968 - - - 3,968 Finance lease right-of-use asset, net - - - - - - Intangible assets, net - - - - - - Deferred taxes 45,273 - - 4,024 (c2) - 49,297 Goodwill - - - - - - Other assets 923 - - - - 923 TOTAL ASSETS $ 332,905 3,941 (662 ) 2,053 - $ 338,237 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 31,252 - - (496 ) (c1) (46 ) $ 30,710 Accrued expenses 6,135 - - 423 (c3) - 6,558 Line of credit 26 - - - - 26 Notes payable to related parties, current portion 42 - - - - 42 Notes payable, current portion 111 - - - - 111 Deferred revenue 974 - - (974 ) (c1) - - Forward contract derivative liability 2,042 - - (84 ) (c3) - 1,958 Finance lease liabilities, current - - - - - - Operating lease liabilities, current - 651 - - - 651 Other current liabilities 1,188 (47 ) - - 46 1,187 TOTAL CURRENT LIABILITIES 41,770 604 - (1,131 ) - 41,243 Warrant liability 1,875 - - - - 1,875 Finance lease, net of current portion - - - - - - Operating lease, net of current portion - 3,344 - - - 3,344 Notes payable, net of current portion 1,903 - - - - 1,903 TOTAL LIABILITIES $ 45,548 3,948 - (1,131 ) - $ 48,365 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS’ EQUITY Preferred stock - $0.0001 par value; 10,000,000 shares authorized, none - - - - - - Common shares-$0.0001 par value; 1,000,000,000 shares authorized; 81,400,199 shares issued and outstanding at March 31, 2021 8 - - - - 8 Additional paid in capital 230,970 - - 4,024 (c2) - 234,994 Accumulated other comprehensive income 110 - - - - 110 Retained earnings 56,269 (7 ) (662 ) (840 ) (c3) - 54,760 Total equity 287,357 (7 ) (662 ) 3,184 - 289,872 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 332,905 3,941 (662 ) 2,053 - $ 338,237 June 30, 2021 Adjustments (in thousands except par value and shares, unaudited) As Reported a. Adoption of b. Previous c. Current d. Re-classification As Restated ASSETS CURRENT ASSETS Cash $ 140,182 - - - - $ 140,182 Accounts receivable, net 23,018 - - (1,163 ) (c1,c3) - 21,855 Inventory 50,818 - (1,232 ) - - 49,586 Prepaid expenses and other current assets 8,592 (28 ) - - - 8,564 TOTAL CURRENT ASSETS 222,610 (28 ) (1,232 ) (1,163 ) - 220,187 Property, plant and equipment, net 39,231 (2,918 ) - - 36,313 Operating lease right-of-use asset, net - 5,659 - - 5,659 Finance lease right-of-use asset, net - 5,726 - - - 5,726 Intangible assets, net 206 - - - - 206 Deferred taxes - - - - - - Goodwill 19,351 (1,378 ) - - - 17,973 Other assets 1,947 (1,444 ) - - - 503 TOTAL ASSETS $ 283,345 5,617 (1,232 ) (1,163 ) - $ 286,567 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 29,269 - - - (19 ) $ 29,250 Accrued expenses 5,610 - - - - 5,610 Line of credit 2,115 - - - - 2,115 Notes payable to related parties, current portion 25 - - - - 25 Notes payable, current portion 405 - - 2,917 (c1) - 3,322 Deferred revenue 950 - - (950 ) (c1) - - Forward contract derivative liability 935 - - - - 935 Finance lease liabilities, current 2917 - - (2,917 ) (c1) - - Operating lease liabilities, current - 1,155 - - - 1,155 Other current liabilities 1,840 (57 ) (1) - 19 1,801 TOTAL CURRENT LIABILITIES 44,066 1,098 (1) (950 ) - 44,213 Warrant liability 2,215 - - - - 2,215 Finance lease, net of current portion - - - - - - Operating lease, net of current portion - 4,548 - - - 4,548 Notes payable, net of current portion 2,724 - - - - 2,724 TOTAL LIABILITIES $ 49,005 5,646 (1) (950 ) - $ 53,700 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS’ EQUITY Preferred stock - $0.0001 par value; 10,000,000 shares authorized, none - - - - - - Common shares- $0.0001 par value; 1,000,000,000 shares authorized; 81,938,668 shares issued and outstanding at June 30, 2021 8 - - - - 8 Additional paid in capital 231,359 - - 4,024 (c2) - 235,383 Accumulated other comprehensive income (loss) (100 ) - - - - (100 ) Retained earnings 3,073 (29 ) (1,231 ) (4,237 ) (c2,c3) - (2,424 ) Total equity 234,340 (29 ) (1,231 ) (213 ) - 232,867 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 283,345 5,617 (1,232 ) (1,163 ) - $ 286,567 September 30, 2021 Adjustments (in thousands except par value and shares, unaudited) As Reported a. Adoption of c. Current As Restated ASSETS CURRENT ASSETS Cash $ 129,476 - - $ 129,476 Accounts receivable, net 24,469 - (1,314 ) (c1, c3) 23,155 Inventory 45,271 - - 45,271 Prepaid expenses and other current assets 8,256 (39 ) - 8,217 TOTAL CURRENT ASSETS 207,472 (39 ) (1,314 ) 206,119 Property, plant and equipment, net 39,669 (2,900 ) - 36,769 Operating lease right-of-use asset, net - 5,766 - 5,766 Finance lease right-of-use asset, net - 5,683 - 5,683 Intangible assets, net 179 - - 179 Deferred taxes - - - - Goodwill 19,351 (1,378 ) - 17,973 Other assets 1,731 (1,444 ) - 287 TOTAL ASSETS $ 268,402 5,688 (1,314 ) $ 272,776 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 23,641 - - $ 23,641 Accrued expenses 4,880 - - 4,880 Line of credit 3,317 - - 3,317 Notes payable to related parties, current portion 7 - - 7 Notes payable, current portion 400 - 2,863 (c1) 3,263 Deferred revenue 634 - (634 ) (c1) - Forward contract derivative liability 1788 - (136 ) (c3) 1,652 Finance lease liabilities, current 2863 - (2,863 ) (c1) - Operating lease liabilities, current - 1,203 - 1,203 Other current liabilities 911 (67 ) - 844 TOTAL CURRENT LIABILITIES 38,441 1,136 (770 ) 38,807 Warrant liability 1,343 - - 1,343 Finance lease, net of current portion - - - - Operating lease, net of current portion - 4,622 - 4,622 Notes payable, net of current portion 2,627 - - 2,627 TOTAL LIABILITIES $ 42,411 5,758 (770 ) $ 47,399 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS’ EQUITY Preferred stock - $0.0001 par value; 10,000,000 shares authorized, none - - - - Common shares- $0.0001 par value; 1,000,000,000 shares authorized; 81,982,392 shares issued and outstanding at September 30, 2021 8 - - 8 Additional paid in capital 233,223 - 4,024 (c2) 237,247 Accumulated other comprehensive income (loss) (908 ) - - (908 ) Retained earnings (6,332 ) (70 ) (4,568 ) (c2, c3) (10,970 ) Total equity 225,991 (70 ) (544 ) 225,377 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 268,402 5,688 (1,314 ) $ 272,776 |
Schedule of operations | Three Months Ended March 31, 2021 Adjustments (in thousands except per share amounts, unaudited) As Reported a. Adoption of b. Previous c. Current As Restated REVENUE $ 52,682 - - (213 ) (c3) $ 52,469 COST OF GOODS SOLD 45,905 - (390 ) (226 ) (c3) 45,289 GROSS PROFIT 6,777 - 390 13 7,180 OPERATING EXPENSES 13,795 7 394 288 (c3) 14,484 INCOME (LOSS) FROM OPERATIONS (7,018 ) (7 ) (4 ) (275 ) (7,304 ) Interest expense (20 ) - - - (20 ) Other income (expense) (2,589 ) - - (92 ) (c3) (2,681 ) INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (9,627 ) (7 ) (4 ) (367 ) (10,005 ) INCOME TAX BENEFIT (EXPENSE) 1,475 - - - 1,475 NET INCOME (LOSS) (8,152 ) (7 ) (4 ) (367 ) (8,530 ) LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS - - - - - NET INCOME (LOSS) ATTRIBUTABLE TO TATTOOED CHEF, INC. $ (8,152 ) (7 ) (4 ) (367 ) $ (8,530 ) NET INCOME (LOSS) PER SHARE Basic (0.10 ) - - (0.01 ) (0.11 ) Diluted (0.11 ) - - (0.01 ) (0.12 ) WEIGHTED AVERAGE COMMON SHARES Basic 79,415,105 - 825,000 - 80,240,105 Diluted 79,719,129 - 825,000 - 80,544,129 OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX Foreign currency translation adjustments 109 - - - 109 Total other comprehensive income (loss), net of tax 109 - - - 109 Comprehensive income (8,043 ) (7 ) (4 ) (367 ) (8,421 ) Less: comprehensive income attributable to the noncontrolling interest - - Comprehensive income attributable to Tattooed Chef, Inc. stockholders $ (8,043 ) (7 ) (4 ) (367 ) $ (8,421 ) Three Months Ended June 30, 2021 Adjustments (in thousands except per share amounts, unaudited) As Reported a. Adoption of b. Previous c. Current As Restated REVENUE $ 50,716 - (206 ) (240 ) (c3) $ 50,270 COST OF GOODS SOLD 42,750 - (797 ) - 41,953 GROSS PROFIT 7,966 - 591 (240 ) 8,317 OPERATING EXPENSES 15,900 22 1,160 (951 ) (c3) 16,131 (LOSS) INCOME FROM OPERATIONS (7,934 ) (22 ) (569 ) 711 (7,814 ) Interest expense (94 ) - - - (94 ) Other (expense) income 817 - - (84 ) (c3) 733 (LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES (7,211 ) (22 ) (569 ) 627 (7,175 ) INCOME TAX EXPENSE (45,985 ) - - (4,024 ) (c2) (50,009 ) NET (LOSS) INCOME (53,196 ) (22 ) (569 ) (3,397 ) (57,184 ) LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS - - - - - NET (LOSS) INCOME ATTRIBUTABLE TO TATTOOED CHEF, INC. $ (53,196 ) (22 ) (569 ) (3,397 ) $ (57,184 ) NET (LOSS) INCOME PER SHARE Basic (0.65 ) (0.00 ) (0.01 ) (0.04 ) (0.70 ) Diluted (0.65 ) (0.00 ) (0.01 ) (0.04 ) (0.70 ) WEIGHTED AVERAGE COMMON SHARES Basic 81,981,428 - - - 81,981,428 Diluted 81,981,428 - - - 81,981,428 OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX Foreign currency translation adjustments (210 ) - - - (210 ) Total other comprehensive (loss) income, net of tax (210 ) - - - (210 ) Comprehensive (loss) income (53,406 ) (22 ) (569 ) (3,397 ) (57,394 ) Less: comprehensive income attributable to the noncontrolling interest - - - - - Comprehensive (loss) income attributable to Tattooed Chef, Inc. stockholders $ (53,406 ) (22 ) (569 ) (3,397 ) $ (57,394 ) Six Months Ended June 30, 2021 Adjustments (in thousands except per share amounts, unaudited) As Reported a. Adoption of b. Previous c. Current As Restated REVENUE $ 103,398 - (206 ) (453 ) (c3) $ 102,739 COST OF GOODS SOLD 89,534 - (2,066 ) (226 ) (c3) 87,242 GROSS PROFIT 13,864 - 1,860 (227 ) 15,497 OPERATING EXPENSES 28,816 29 2,433 (663 ) (c3) 30,615 (LOSS) INCOME FROM OPERATIONS (14,952 ) (29 ) (573 ) 436 (15,118 ) Interest expense (114 ) - - - (114 ) Other (expense) income (1,772 ) - - (176 ) (c3) (1,948 ) (LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES (16,838 ) (29 ) (573 ) 260 (17,180 ) INCOME TAX EXPENSE (44,510 ) - - (4,024 ) (c2) (48,534 ) NET (LOSS) INCOME (61,348 ) (29 ) (573 ) (3,764 ) (65,714 ) LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS - - - - NET (LOSS) INCOME ATTRIBUTABLE TO TATTOOED CHEF, INC. $ (61,348 ) (29 ) (573 ) (3,764 ) $ (65,714 ) NET (LOSS) INCOME PER SHARE Basic (0.76 ) (0.00 ) (0.00 ) (0.05 ) (0.81 ) Diluted (0.76 ) (0.00 ) (0.00 ) (0.05 ) (0.81 ) WEIGHTED AVERAGE COMMON SHARES Basic 81,121,795 - - - 81,121,795 Diluted 81,258,427 - - - 81,258,427 OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX Foreign currency translation adjustments (101 ) - - - (101 ) Total other comprehensive (loss) income, net of tax (101 ) - - - (101 ) Comprehensive (loss) income (61,449 ) (29 ) (573 ) (3,764 ) (65,815 ) Less: comprehensive income attributable to the noncontrolling interest - - - - - Comprehensive (loss) income attributable to Tattooed Chef, Inc. stockholders $ (61,449 ) (29 ) (573 ) (3,764 ) $ (65,815 ) Three Months Ended Adjustment (in thousands except per share amounts, unaudited) As Reported a. Adoption of c. Current As Restated REVENUE $ 58,780 - (425 ) (c3) $ 58,355 COST OF GOODS SOLD 52,836 - - 52,836 GROSS PROFIT 5,944 - (425 ) 5,519 OPERATING EXPENSES 13,604 41 42 (c3) 13,687 (LOSS) INCOME FROM OPERATIONS (7,660 ) (41 ) (467 ) (8,168 ) Interest expense (45 ) - - (45 ) Other (expense) income (724 ) - 136 (c3) (588 ) (LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES (8,429 ) (41 ) (331 ) (8,801 ) INCOME TAX EXPENSE 255 - - 255 NET (LOSS) INCOME (8,174 ) (41 ) (331 ) (8,546 ) LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS - - - NET (LOSS) INCOME ATTRIBUTABLE TO TATTOOED CHEF, INC. $ (8,174 ) (41 ) (331 ) $ (8,546 ) NET (LOSS) INCOME PER SHARE Basic (0.10 ) (0.00 ) (0.00 ) (0.10 ) Diluted (0.10 ) (0.00 ) (0.00 ) (0.10 ) WEIGHTED AVERAGE COMMON SHARES Basic 81,957,170 - - 81,957,170 Diluted 82,011,216 - - 82,011,216 OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX Foreign currency translation adjustments (808 ) - - (808 ) Total other comprehensive (loss) income, net of tax (808 ) - - (808 ) Comprehensive (loss) income (8,982 ) (41 ) (331 ) (9,354 ) Less: comprehensive income attributable to the noncontrolling interest - - - - Comprehensive (loss) income attributable to Tattooed Chef, Inc. stockholders $ (8,982 ) (41 ) (331 ) $ (9,354 ) Nine Months Ended Adjustments (in thousands except per share amounts, unaudited) As Reported a. Adoption of c. Current As Restated REVENUE $ 161,972 - (878 ) (c3) $ 161,094 COST OF GOODS SOLD 140,304 - (226 ) (c3) 140,078 GROSS PROFIT 21,668 - (652 ) 21,016 OPERATING EXPENSES 44,853 70 (621 ) (c3) 44,302 (LOSS) INCOME FROM OPERATIONS (23,185 ) (70 ) (31 ) (23,286 ) Interest expense (159 ) - - (159 ) Other (expense) income (2,496 ) - (40 ) (2,536 ) (LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES (25,840 ) (70 ) (71 ) (25,981 ) INCOME TAX EXPENSE (44,255 ) - (4,024 ) (c2) (48,279 ) NET (LOSS) INCOME (70,095 ) (70 ) (4,095 ) (74,260 ) LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS - - - - NET (LOSS) INCOME ATTRIBUTABLE TO TATTOOED CHEF, INC. $ (70,095 ) (70 ) (4,095 ) $ (74,260 ) NET (LOSS) INCOME PER SHARE Basic (0.86 ) (0.00 ) (0.05 ) (0.91 ) Diluted (0.86 ) (0.00 ) (0.05 ) (0.91 ) WEIGHTED AVERAGE COMMON SHARES Basic 81,404,348 - - 81,404,348 Diluted 81,548,673 - - 81,548,673 OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX Foreign currency translation adjustments (909 ) - - (909 ) Total other comprehensive (loss) income, net of tax (909 ) - - (909 ) Comprehensive (loss) income (71,004 ) (70 ) (4,095 ) (75,169 ) Less: comprehensive income attributable to the noncontrolling interest - - - - Comprehensive (loss) income attributable to Tattooed Chef, Inc. stockholders $ (71,004 ) (70 ) (4,095 ) $ (75,169 ) |
Schedule of stockholders’ equity | Common Common Additional Accumulated Retained Stock Treasury Shares Paid-In Comprehensive Earnings (in thousands except shares, unaudited) Shares Shares Amount Capital Income (Loss) (Deficit) Total AS REPORTED BALANCE AS OF JANUARY 1, 2021 71,551,067 (81,087 ) $ 7 $ 164,423 $ 1 $ 64,729 $ 229,160 FOREIGN CURRENCY TRANSLATION ADJUSTMENT - - - - 109 - 109 DISTRIBUTION - - - - - (308 ) (308 ) STOCK-BASED COMPENSATION - - - 3,185 - - 3,185 FORFEITURE OF STOCK-BASED AWARDS (95,084 ) - - - - - - CANCELLATION OF TREASURY SHARES (81,087 ) 81,087 - - - - - EXERCISE OF WARRANTS 10,025,303 - 1 63,361 - - 63,362 NET LOSS - - - - - (8,152 ) (8,152 ) BALANCE AS OF MARCH 31, 2021 (UNAUDITED) 81,400,199 - $ 8 $ 230,969 $ 110 $ 56,269 $ 287,356 ADJUSTMENTS BALANCE AS OF JANUARY 1, 2021 4,025 (c2) (1,131 ) (b, c3) 2,894 NET LOSS (378 ) (a,b,c3) (378) TOTAL ADJUSTMENTS $ 4,025 $ (1,509 ) $ 2,516 AS RESTATED BALANCE AS OF JANUARY 1, 2021 71,551,067 (81,087 ) $ 7 $ 168,448 $ 1 $ 63,598 $ 232,054 FOREIGN CURRENCY TRANSLATION ADJUSTMENT - - - - 109 - 109 DISTRIBUTION - - - - - (308 ) (308 ) STOCK-BASED COMPENSATION - - - 3,185 - - 3,185 FORFEITURE OF STOCK-BASED AWARDS (95,084 ) - - - - - - CANCELLATION OF TREASURY SHARES (81,087 ) 81,087 - - - - - EXERCISE OF WARRANTS 10,025,303 - 1 63,361 - - 63,362 NET LOSS - - - - - (8,530 ) (8,530 ) BALANCE AS OF MARCH 31, 2021 (AS RESTATED) (UNAUDITED) 81,400,199 - $ 8 $ 234,994 $ 110 $ 54,760 $ 289,872 Common Common Additional Accumulated Retained Stock Shares Paid-In Comprehensive Earnings (in thousands except shares, unaudited) Shares Amount Capital Income (Loss) (Deficit) Total AS REPORTED BALANCE AS OF APRIL 1, 2021 (UNAUDITED) 81,400,199 $ 8 $ 230,970 $ 110 56,269 $ 287,357 FOREIGN CURRENCY TRANSLATION ADJUSTMENT - - - (210 ) - (210 ) DISTRIBUTION - - - - - - STOCK-BASED COMPENSATION - - 582 - - 582 NON-EMPLOYEE STOCK-BASED COMPENSATION 835,000 - 181 - - 181 FORFEITURE OF STOCK-BASED AWARDS (300,000 ) - (445 ) - - (445 ) EXERCISE OF WARRANTS 3,469 - 71 - - 71 NET LOSS - - - - (53,196 ) (53,196 ) BALANCE AS OF JUNE 30, 2021 (UNAUDITED) 81,938,668 $ 8 $ 231,359 $ (100 ) $ 3,073 $ 234,340 ADJUSTMENTS BALANCE AS OF APRIL 1, 2021 4,024 (c2) (1,509 ) (a,b,c3) 2,515 NET LOSS (3,988 ) (a,b,c2,c3) (3,988 ) TOTAL ADJUSTMENTS 4,024 (5,497 ) (1,473 ) AS RESTATED BALANCE AS OF APRIL 1, 2021 (AS RESTATED) (UNAUDITED) 81,400,199 $ 8 $ 234,994 $ 110 $ 54,760 $ 289,872 FOREIGN CURRENCY TRANSLATION ADJUSTMENT - - - (210 ) - (210 ) DISTRIBUTION - - - - - - STOCK-BASED COMPENSATION - - 582 - - 582 NON-EMPLOYEE STOCK-BASED COMPENSATION 835,000 - 181 - - 181 FORFEITURE OF STOCK-BASED AWARDS (300,000 ) - (445 ) - - (445 ) EXERCISE OF WARRANTS 3,469 - 71 - - 71 NET LOSS - - - - (57,184 ) (57,184 ) BALANCE AS OF JUNE 30, 2021 (AS RESTATED) (UNAUDITED) 81,938,668 $ 8 $ 235,383 $ (100 ) $ (2,424 ) $ 232,867 Common Common Additional Accumulated Retained Stock Treasury Shares Paid-In Comprehensive Earnings (in thousands except shares, unaudited) Shares Shares Amount Capital Income (Loss) (Deficit) Total AS REPORTED BALANCE AS OF JANUARY 1, 2021 71,551,067 (81,087 ) $ 7 $ 164,423 $ 1 $ 64,729 $ 229,160 FOREIGN CURRENCY TRANSLATION ADJUSTMENT - - - - (101 ) - (101 ) DISTRIBUTION - - - - - (308 ) (308 ) STOCK-BASED COMPENSATION - - - 3,767 - - 3,767 NON-EMPLOYEE STOCK-BASED COMPENSATION 835,000 - - 181 - - 181 FORFEITURE OF STOCK-BASED AWARDS (395,084 ) - - (445 ) - - (445 ) CANCELLATION OF TREASURY SHARES (81,087 ) 81,087 - - - - - EXERCISE OF WARRANTS 10,028,772 - 1 63,433 - - 63,434 NET LOSS - - - - - (61,348 ) (61,348 ) BALANCE AS OF JUNE 30, 2021 (UNAUDITED) 81,938,668 - $ 8 $ 231,359 $ (100 ) $ 3,073 $ 234,340 ADJUSTMENTS BALANCE AS OF JANUARY 1, 2021 4,024 (c2) (1,131 ) (b,c3) 2,893 NET LOSS (4,366 ) (a,b,c2,c3) (4,366 ) TOTAL ADJUSTMENTS 4,024 (5,497 ) (1,473 ) AS RESTATED BALANCE AS OF JANUARY 1, 2021 71,551,067 (81,087 ) 7 168,447 1 63,598 $ 232,053 FOREIGN CURRENCY TRANSLATION ADJUSTMENT - - - - (101 ) - (101 ) DISTRIBUTION - - - - - (308 ) (308 ) STOCK-BASED COMPENSATION - - - 3,767 - - 3,767 NON-EMPLOYEE STOCK-BASED COMPENSATION 835,000 - - 181 - - 181 FORFEITURE OF STOCK-BASED AWARDS (395,084 ) - - (445 ) - - (445 ) CANCELLATION OF TREASURY SHARES (81,087 ) 81,087 - - - - - EXERCISE OF WARRANTS 10,028,772 - 1 63,433 - - 63,434 NET LOSS - - - - - (65,714 ) (65,714 ) BALANCE AS OF JUNE 30, 2021 (AS RESTATED) (UNAUDITED) 81,938,668 - $ 8 $ 235,383 $ (100 ) $ (2,424 ) $ 232,867 Common Common Additional Accumulated Retained Stock Shares Paid-In Comprehensive Earnings (in thousands except shares, unaudited) Shares Amount Capital Income (Loss) (Deficit) Total AS REPORTED BALANCE AS OF JULY 1, 2021 (UNAUDITED) 81,938,668 $ 8 $ 231,359 $ (100 ) $ 1,842 $ 233,109 FOREIGN CURRENCY TRANSLATION ADJUSTMENT - - - (808 ) - (808 ) DISTRIBUTION - - - - - - STOCK-BASED COMPENSATION - - 733 - - 733 NON-EMPLOYEE STOCK-BASED COMPENSATION 4,918 - 109 - - 109 FORFEITURE OF STOCK-BASED AWARDS - - - - - - EXERCISE OF WARRANTS 38,806 - 1,022 - - 1,022 NET LOSS - - - - (8,174 ) (8,174 ) BALANCE AS OF SEPTEMBER 30, 2021 (UNAUDITED) 81,982,392 $ 8 $ 233,223 $ (908 ) $ (6,332 ) $ 225,991 ADJUSTMENTS BALANCE AS OF JULY 1, 2021 4,024 (c2) (4,266 ) (a, c2) (242 ) NET LOSS (372 ) (a, c3) (372 ) TOTAL ADJUSTMENTS 4,024 (4,638 ) (614 ) AS RESTATED BALANCE AS OF JULY 1, 2021 (AS RESTATED) (UNAUDITED) 81,938,668 $ 8 $ 235,383 $ (100 ) $ (2,424 ) $ 232,867 FOREIGN CURRENCY TRANSLATION ADJUSTMENT - - - (808 ) - (808 ) DISTRIBUTION - - - - - - STOCK-BASED COMPENSATION - - 733 - - 733 NON-EMPLOYEE STOCK-BASED COMPENSATION 4,918 - 109 - - 109 FORFEITURE OF STOCK-BASED AWARDS - - - - - - EXERCISE OF WARRANTS 38,806 - 1,022 - - 1,022 NET LOSS - - - - (8,546 ) (8,546 ) BALANCE AS OF SEPTEMBER 30, 2021 (AS RESTATED) (UNAUDITED) 81,982,392 $ 8 $ 237,247 $ (908 ) $ (10,970 ) $ 225,377 Common Common Additional Accumulated Retained Stock Treasury Shares Paid-In Comprehensive Earnings (in thousands except shares, unaudited) Shares Shares Amount Capital Income (Loss) (Deficit) Total AS REPORTED BALANCE AS OF JANUARY 1, 2021 71,551,067 (81,087 ) $ 7 $ 164,424 $ 1 $ 64,071 $ 228,503 FOREIGN CURRENCY TRANSLATION ADJUSTMENT - - - - (909 ) - (909 ) DISTRIBUTION - - - - - (308 ) (308 ) STOCK-BASED COMPENSATION - - - 4,499 - - 4,499 NON-EMPLOYEE STOCK-BASED COMPENSATION 839,918 - - 290 - - 290 FORFEITURE OF STOCK-BASED AWARDS (395,084 ) - - (445 ) - - (445 ) CANCELLATION OF TREASURY SHARES (81,087 ) 81,087 - - - - - EXERCISE OF WARRANTS 10,067,578 - 1 64,455 - - 64,456 NET LOSS - - - - - (70,095 ) (70,095 ) BALANCE AS OF SEPTEMBER 30, 2021 (UNAUDITED) 81,982,392 - $ 8 $ 233,223 $ (908 ) $ (6,332 ) $ 225,991 ADJUSTMENTS BALANCE AS OF JANUARY 1, 2021 4,024 (c2) (473 ) (c3) 3,551 NET LOSS (4,165 ) (a,c2,c3) (4,165 ) TOTAL ADJUSTMENTS 4,024 (4,638 ) (614 ) AS RESTATED BALANCE AS OF JANUARY 1, 2021 (AS RESTATED) (UNAUDITED) 71,551,067 (81,087 ) $ 7 $ 168,448 $ 1 $ 63,598 $ 232,054 FOREIGN CURRENCY TRANSLATION ADJUSTMENT - - - - (909 ) - (909 ) DISTRIBUTION - - - - - (308 ) (308 ) STOCK-BASED COMPENSATION - - - 4,499 - - 4,499 NON-EMPLOYEE STOCK-BASED COMPENSATION 839,918 - - 290 - - 290 FORFEITURE OF STOCK-BASED AWARDS (395,084 ) - - (445 ) - - (445 ) CANCELLATION OF TREASURY SHARES (81,087 ) 81,087 - - - - - EXERCISE OF WARRANTS 10,067,578 - 1 64,455 - - 64,456 NET LOSS - - - - - (74,260 ) (74,260 ) BALANCE AS OF SEPTEMBER 30, 2021 (AS RESTATED) (UNAUDITED) 81,982,392 - $ 8 $ 237,247 $ (908 ) $ (10,970 ) $ 225,377 |
Schedule of cash flow | Three Months Ended March 31, 2021 Adjustments (in thousands, unaudited) As Reported a. Adoption of b. Previous c. Current d. Re- classification As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (8,152 ) (7 ) (4 ) (367 ) (c3) - $ (8,530 ) Adjustments to reconcile net income (loss) to net cash from operating activities: Depreciation 552 - - - - 552 Bad debt expense 122 - - - - 122 Accretion of debt financing costs - - - - - - Revaluation of warrant liability (320 ) - - - - (320 ) Unrealized forward contract loss 2,181 - - - - 2,181 Stock compensation expense 3,185 - - 288 (c3) - 3,473 Deferred taxes, net (1,749 ) - - - - (1,749 ) Non-cash lease cost - 27 - - - 27 Changes in operating assets and liabilities: Accounts receivable (13,926 ) - - 914 (c1, c3) - (13,012 ) Inventory (41 ) - 4 (942 ) (c1) - (979 ) Prepaid expenses and other assets (7,359 ) 27 - - - (7,332 ) Accounts payable 4,534 - - (496 ) (c1) 1,270 5,308 Accrued expenses 3,173 - - (226 ) (c3) - 2,947 Deferred revenue (737 ) - - 737 (c1) - - Other current liabilities 963 (47 ) - 92 (c3) (1,270 ) (262 ) Net cash used in operating activities (17,574 ) - - - - (17,574 ) CASH FLOWS FROM INVESTING ACTIVITIES - - - - - - Purchases of property, plant and equipment (2,852 ) - - - - (2,852 ) Acquisition of subsidiaries, net of cash acquired - - - - - - Proceeds from sale of property, plant and equipment - - - - - - Net cash used in investing activities (2,852 ) - - - - (2,852 ) CASH FLOWS FROM FINANCING ACTIVITIES Net change in line of credit 4 - - - - 4 Borrowings of notes payable to related parties - - - - - - Repayments of notes payable to related parties (24 ) - - - - (24 ) Borrowings of notes payable - - - - - - Repayments of notes payable (87 ) - - - - (87 ) Capital contributions - - - - - - Proceeds from the exercise of warrants 73,917 - - - - 73,917 Distribution (308 ) - - - - (308 ) Net cash provided by financing activities 73,502 - - - - 73,502 NET INCREASE IN CASH 53,076 - - - - 53,076 EFFECT OF EXCHANGE RATE ON CASH 506 - - - - 506 CASH AT BEGINNING OF PERIOD 131,579 131,579 CASH AT END OF PERIOD 185,161 185,161 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for Interest 1 1 Income taxes - - Noncash investing and financing activities Cashless warrant exercises 2,990 (2,990 ) - Capital expenditures included in accounts payable 1,328 1,328 Six Months Ended June 30, 2021 Adjustments (in thousands, unaudited) As Reported a. Adoption of b. Previous c. Current d. Re- classification As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) (61,348 ) (29 ) (573 ) (3,764 ) (c2,c3) - (65,714 ) Adjustments to reconcile net income (loss) to net cash from operating activities: Depreciation 1,448 14 - - - 1,462 Bad debt expense 311 - - - - 311 Accretion of debt financing costs 3 - - - - 3 Revaluation of warrant liability 51 - - - - 51 Unrealized forward contract loss 1,074 - - - - 1,074 Stock compensation expense 3,502 - - - - 3,502 Deferred taxes, net 43,525 - - 4,024 (c2) - 47,549 Non-cash lease cost - 44 - - - 44 Changes in operating assets and liabilities: - - - - Accounts receivable (1,772 ) - - (548 ) (c1, c3) - (2,320 ) Inventory (8,988 ) - 573 - - (8,415 ) Prepaid expenses and other assets (3,641 ) 28 - - - (3,613 ) Accounts payable (1,961 ) - - - 1,297 (664 ) Accrued expenses 2,571 - - (649 ) (c3) - 1,922 Deferred revenue (761 ) - - 761 (c1) - - Other current liabilities 1,614 (57 ) - 176 (1,297 ) 436 Net cash used in operating activities (24,372 ) - - - (24,372 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property, plant and equipment (10,140 ) - - - - (10,140 ) Acquisition of subsidiaries, net of cash acquired (33,918 ) - - - - (33,918 ) Net cash used in investing activities (44,058 ) - - - - (44,058 ) - CASH FLOWS FROM FINANCING ACTIVITIES - Net change in line of credit 2,093 2,093 Borrowings of notes payable to related parties - - - - - - Repayments of notes payable to related parties (42 ) - - - - (42 ) Borrowings of notes payable 1,168 - - - - 1,168 Repayments of notes payable (140 ) - - - - (140 ) Capital contributions - - - - - - Proceeds from the exercise of warrants 73,957 - - - - 73,957 Distribution (308 ) - - - - (308 ) Net cash provided by financing activities 76,728 - - - - 76,728 NET INCREASE IN CASH 8,298 - - - - 8,298 EFFECT OF EXCHANGE RATE ON CASH 305 - - - - 305 CASH AT BEGINNING OF PERIOD 131,579 131,579 CASH AT END OF PERIOD 140,182 140,182 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for Interest 100 100 Income taxes 249 249 Noncash investing and financing activities Capital expenditures included in accounts payable 776 776 Nine Months Ended September 30, 2021 Adjustments As Reported a. Adoption of c. Current As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (70,095 ) (70 ) (4,095 ) (c2,c3) $ (74,260 ) Adjustments to reconcile net income (loss) to net cash from operating activities: Depreciation 2,514 39 - 2,553 Bad debt expense 539 - - 539 Accretion of debt financing costs 4 - - 4 Revaluation of warrant liability (158 ) - - (158 ) Unrealized forward contract loss 2,342 - - 2,342 Stock compensation expense 4,344 - - 4,344 Deferred taxes, net 43,525 - 4,024 (c2) 47,549 Non-cash lease cost - 59 - 59 Changes in operating assets and liabilities: - Accounts receivable (3,450 ) - (397 ) (c1,c3) (3,847 ) Inventory (4,099 ) - - (4,099 ) Prepaid expenses and other assets (3,090 ) 39 - (3,051 ) Accounts payable (6,554 ) - - (6,554 ) Accrued expenses 1,841 - (649 ) (c3) 1,192 Deferred revenue (1,077 ) - 1,077 (c1) - Other current liabilities 289 (67 ) 40 (c3) 262 Net cash used in operating activities $ (33,125 ) - - $ (33,125 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property, plant and equipment (13,048 ) - - (13,048 ) Acquisition of subsidiaries, net of cash acquired (33,918 ) - - (33,918 ) Proceeds from sale of property, plant and equipment - - - - Net cash used in investing activities $ (46,966 ) - - $ (46,966 ) CASH FLOWS FROM FINANCING ACTIVITIES Net change in line of credit 3,295 - - 3,295 Borrowings of notes payable to related parties - - - - Repayments of notes payable to related parties (59 ) - - (59 ) Borrowings of notes payable 1,168 - - 1,168 Repayments of notes payable (296 ) - - (296 ) Capital contributions - - - - Proceeds from the exercise of warrants 74,316 - - 74,316 Distribution (308 ) - - (308 ) Net cash provided by financing activities $ 78,116 - - $ 78,116 NET INCREASE IN CASH (1,975 ) - - (1,975 ) EFFECT OF EXCHANGE RATE ON CASH (128 ) - - (128 ) CASH AT BEGINNING OF PERIOD 131,579 131,579 CASH AT END OF PERIOD $ 129,476 $ 129,476 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for Interest 145 - - 145 Income taxes 759 - - 759 Noncash investing and financing activities Capital expenditures included in accounts payable 1,049 - - 1,049 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 1 Months Ended | 12 Months Ended | ||||||||||
Dec. 21, 2021USD ($) | Apr. 15, 2019 | Dec. 31, 2021USD ($)shares | Dec. 31, 2021EUR (€) | Dec. 31, 2020USD ($)shares | Dec. 31, 2020EUR (€)shares | Dec. 31, 2019USD ($) | Dec. 31, 2019EUR (€) | May 14, 2021USD ($) | Nov. 05, 2020$ / sharesshares | Mar. 27, 2019 | Jul. 20, 2017 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Ownership percentage | 50.00% | 100.00% | 70.00% | |||||||||
Non controlling interest | 12.50% | |||||||||||
Cash transaction | $ 34,120,000 | |||||||||||
Aggregate purchase price | $ 17,000,000 | |||||||||||
Number of treasury shares (in Shares) | shares | 0 | 81,087 | ||||||||||
Grant shares awards to harrison (in Shares) | shares | 825,000 | 825,000 | ||||||||||
weighted average shares (in Shares) | shares | 174,041 | 174,041 | ||||||||||
Fair value of the stock awards | $ 20,540,000 | |||||||||||
Deferred tax asset | 4,000,000 | |||||||||||
Foreign currency exchange (in Euro) | € | € 58,160,000 | € 67,790,000 | € 0 | |||||||||
Notional amounts | $ 70,000,000 | 79,210,000 | $ 0 | |||||||||
Allowance for doubtful receivables | 0 | |||||||||||
Allowance for promotional program amount | 4,130,000 | |||||||||||
Outstanding balance | $ 1,470,000 | 1,520,000 | ||||||||||
Property plant and equipment description | Depreciation and amortization of property, plant and equipment is calculated using the straight-line method over a period considered adequate to amortize the total cost over the useful lives of the assets, which range from 5 to 7 years for machinery and equipment, 5 to 7 years for furniture and fixtures, 20 to 25 years for buildings, and 3 to 5 years for computer equipment. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvements. | |||||||||||
Sales and marketing expenses | $ 27,430,000 | 7,000,000 | 3,000,000 | |||||||||
Deferred financing costs net | 80,000 | |||||||||||
Amortization expense of deferred financing costs | $ 0 | $ 20,000 | $ 0.03 | |||||||||
Percentage of benefit | 50.00% | |||||||||||
Percentage of revenue | 73.00% | 73.00% | 88.00% | 88.00% | 95.00% | 95.00% | ||||||
Concentration risk percentage | 10.00% | 10.00% | ||||||||||
Total sales percentage | 1.00% | 1.00% | 1.00% | 1.00% | 1.00% | 1.00% | ||||||
Increase lease amount | $ 4,160,000 | |||||||||||
Total asset | $ 4,170,000 | |||||||||||
Customer [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||
Customer B [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||
Customer D [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Concentration risk percentage | 12.00% | 12.00% | ||||||||||
Warrants [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Shares issued (in Shares) | shares | 20,000,000 | |||||||||||
Stock par value (in Dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Private Placement [Member] | Warrants [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Shares issued (in Shares) | shares | 46,605,329 | |||||||||||
Initial Public Offering [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Shares issued (in Shares) | shares | 655,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of consolidated financial statements - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
As Originally Reported [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Accounts receivable | $ 17,991 | ||||
Inventory | 38,660 | ||||
Prepaid expenses and other current assets | $ 8,256 | $ 8,592 | $ 11,739 | 18,240 | |
TOTAL CURRENT ASSETS | 207,472 | 222,610 | 267,397 | 206,470 | |
Deferred income taxes, net | 45,273 | 43,525 | |||
TOTAL ASSETS | 268,402 | 283,345 | 332,905 | 266,683 | |
Accounts payable | 23,641 | 29,269 | 31,252 | 25,391 | |
Accrued expenses | 2,961 | ||||
Deferred revenue | 1,711 | ||||
Other current liabilities | 87 | ||||
TOTAL CURRENT LIABILITIES | 38,441 | 44,066 | 41,770 | 30,349 | |
Warrant liabilities | |||||
TOTAL LIABILITIES | 42,411 | 49,005 | 45,548 | 32,339 | |
Additional paid-in capital | 233,223 | 231,359 | 230,970 | 170,799 | |
Retained earnings | 63,537 | ||||
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 225,991 | 234,340 | 287,357 | 234,344 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 266,683 | ||||
Revisions [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Accounts receivable | (1,710) | ||||
Inventory | (658) | ||||
Prepaid expenses and other current assets | 176 | ||||
TOTAL CURRENT ASSETS | (2,192) | ||||
Deferred income taxes, net | 4,024 | ||||
TOTAL ASSETS | 1,832 | ||||
Accounts payable | |||||
Accrued expenses | 649 | ||||
Deferred revenue | (1,711) | ||||
Other current liabilities | |||||
TOTAL CURRENT LIABILITIES | (1,062) | ||||
Warrant liabilities | 5,184 | ||||
TOTAL LIABILITIES | 4,122 | ||||
Additional paid-in capital | (2,351) | ||||
Retained earnings | 61 | ||||
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | (2,290) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 1,832 | ||||
Re- classification [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Accounts receivable | [1] | ||||
Inventory | [1] | ||||
Prepaid expenses and other current assets | [1] | ||||
TOTAL CURRENT ASSETS | [1] | ||||
Deferred income taxes, net | [1] | ||||
TOTAL ASSETS | [1] | ||||
Accounts payable | [1] | (1,316) | |||
Accrued expenses | [1] | ||||
Deferred revenue | [1] | ||||
Other current liabilities | [1] | 1,316 | |||
TOTAL CURRENT LIABILITIES | [1] | ||||
Warrant liabilities | [1] | ||||
TOTAL LIABILITIES | [1] | ||||
Additional paid-in capital | [1] | ||||
Retained earnings | [1] | ||||
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | [1] | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | [1] | ||||
As Revised [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Accounts receivable | 16,281 | ||||
Inventory | 38,002 | ||||
Prepaid expenses and other current assets | 8,217 | 8,564 | 11,424 | 18,416 | |
TOTAL CURRENT ASSETS | 206,119 | 220,187 | 264,737 | 204,278 | |
Deferred income taxes, net | 49,297 | 47,549 | |||
TOTAL ASSETS | 272,776 | 286,567 | 338,237 | 268,515 | |
Accounts payable | 23,641 | 29,250 | 30,710 | 24,075 | |
Accrued expenses | 3,610 | ||||
Deferred revenue | |||||
Other current liabilities | 1,403 | ||||
TOTAL CURRENT LIABILITIES | 38,807 | 44,213 | 41,243 | 29,287 | |
Warrant liabilities | 5,184 | ||||
TOTAL LIABILITIES | 47,399 | 53,700 | 48,365 | 36,461 | |
Additional paid-in capital | 237,247 | 235,383 | 234,994 | 168,448 | |
Retained earnings | 63,598 | ||||
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | $ 225,377 | $ 232,867 | $ 289,872 | 232,054 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 268,515 | ||||
[1] | Reclassifications: Certain prior period amounts related to taxes payable were reclassified from Accounts Payable to Other Current Liabilities. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of consolidated statements of stockholders’ equity - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
As Originally Reported [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of consolidated statements of stockholders’ equity [Line Items] | ||
REDEEMABLE NONCONTROLLING INTEREST | $ 6,930 | |
Retained earnings ending balance | $ 63,537 | 1,265 |
Additional paid in capital from exercise of warrants | 66,559 | |
Additional paid in capital from reverse recapitalization | 91,920 | |
Additional paid in capital, transaction costs, net of tax | (7,227) | |
Additional paid in capital ending balance | 170,799 | |
Revisions [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of consolidated statements of stockholders’ equity [Line Items] | ||
REDEEMABLE NONCONTROLLING INTEREST | (30) | |
Retained earnings ending balance | 61 | (209) |
Additional paid in capital from exercise of warrants | 2,696 | |
Additional paid in capital from reverse recapitalization | 11,470 | |
Additional paid in capital, transaction costs, net of tax | (16,518) | |
Additional paid in capital ending balance | (2,351) | |
As Revised [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of consolidated statements of stockholders’ equity [Line Items] | ||
REDEEMABLE NONCONTROLLING INTEREST | 6,900 | |
Retained earnings ending balance | 63,598 | $ 1,056 |
Additional paid in capital from exercise of warrants | 69,255 | |
Additional paid in capital from reverse recapitalization | 103,390 | |
Additional paid in capital, transaction costs, net of tax | (23,745) | |
Additional paid in capital ending balance | $ 168,448 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of consolidated statements of cash flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
As Originally Reported [Member] | |||||
Summary of Significant Accounting Policies (Details) - Schedule of consolidated statements of cash flows [Line Items] | |||||
Net income | $ 68,724 | $ 5,608 | |||
Revaluation of common stock warrant liability to estimated fair value | |||||
Unrealized forward contract loss | $ 2,181 | $ 1,074 | $ 2,342 | (866) | |
Accounts receivable | (8,550) | ||||
Inventory | (20,700) | (6,757) | |||
Accrued expenses | 3 | 4 | 1,013 | ||
Deferred revenue | 1,711 | ||||
Net cash (used in) provided by operating activities | $ 17,574 | $ 24,372 | $ 33,125 | (13,367) | (1,076) |
Revisions [Member] | |||||
Summary of Significant Accounting Policies (Details) - Schedule of consolidated statements of cash flows [Line Items] | |||||
Net income | 300 | (198) | |||
Revaluation of common stock warrant liability to estimated fair value | (1,192) | ||||
Unrealized forward contract loss | (176) | ||||
Accounts receivable | 1,711 | ||||
Inventory | 419 | 198 | |||
Accrued expenses | 649 | ||||
Deferred revenue | (1,711) | ||||
Net cash (used in) provided by operating activities | |||||
As Revised [Member] | |||||
Summary of Significant Accounting Policies (Details) - Schedule of consolidated statements of cash flows [Line Items] | |||||
Net income | 69,024 | 5,410 | |||
Revaluation of common stock warrant liability to estimated fair value | (1,192) | ||||
Unrealized forward contract loss | (1,042) | ||||
Accounts receivable | (6,839) | ||||
Inventory | (20,281) | (6,559) | |||
Accrued expenses | 1,662 | ||||
Deferred revenue | |||||
Net cash (used in) provided by operating activities | $ (13,367) | $ (1,076) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of consolidated statements of operations and comprehensive income - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
As Originally Reported [Member] | |||||||
Summary of Significant Accounting Policies (Details) - Schedule of consolidated statements of operations and comprehensive income [Line Items] | |||||||
Revenue | $ 148,492 | $ 84,919 | |||||
Cost of goods sold | 124,836 | 71,209 | |||||
Gross profit | 23,656 | 13,710 | |||||
Operating expense | 32,541 | 7,454 | |||||
Loss from operations | (8,885) | ||||||
Other income | 38,066 | ||||||
Income from operations | 6,256 | ||||||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | 28,446 | 5,762 | |||||
Net income (loss) | 68,724 | 5,608 | |||||
LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 1,475 | 1,082 | |||||
NET INCOME (LOSS) ATTRIBUTABLE TO TATTOOED CHEF, INC. | $ 67,249 | $ 4,526 | |||||
Basic net income (loss) per share (in Dollars per share) | $ (0.1) | $ (0.65) | $ (0.1) | $ (0.76) | $ (0.86) | $ 1.85 | $ 0.16 |
Diluted net income (loss) per share (in Dollars per share) | $ (0.1) | $ (0.65) | $ (0.11) | $ (0.76) | $ (0.86) | $ 1.69 | $ 0.16 |
Basic (in Shares) | 81,957,170 | 81,981,428 | 79,415,105 | 81,121,795 | 81,404,348 | 36,313,821 | |
Diluted (in Shares) | 82,011,216 | 81,981,428 | 79,719,129 | 81,258,427 | 81,548,673 | 39,903,147 | |
Revisions [Member] | |||||||
Summary of Significant Accounting Policies (Details) - Schedule of consolidated statements of operations and comprehensive income [Line Items] | |||||||
Revenue | $ 6 | $ (1) | |||||
Cost of goods sold | 1,982 | 524 | |||||
Gross profit | (1,976) | (525) | |||||
Operating expense | (908) | (327) | |||||
Loss from operations | (1,068) | ||||||
Other income | 1,368 | ||||||
Income from operations | (198) | ||||||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | 300 | (198) | |||||
Net income (loss) | 300 | (198) | |||||
LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (53) | (25) | |||||
NET INCOME (LOSS) ATTRIBUTABLE TO TATTOOED CHEF, INC. | $ 353 | $ (173) | |||||
Basic net income (loss) per share (in Dollars per share) | $ 0 | $ (0.01) | |||||
Diluted net income (loss) per share (in Dollars per share) | $ (0.01) | $ (0.01) | |||||
Basic (in Shares) | 174,041 | ||||||
Diluted (in Shares) | 174,041 | ||||||
As Revised [Member] | |||||||
Summary of Significant Accounting Policies (Details) - Schedule of consolidated statements of operations and comprehensive income [Line Items] | |||||||
Revenue | $ 148,498 | $ 84,918 | |||||
Cost of goods sold | 126,818 | 71,733 | |||||
Gross profit | 21,680 | 13,185 | |||||
Operating expense | 31,633 | 7,127 | |||||
Loss from operations | (9,953) | ||||||
Other income | 39,434 | ||||||
Income from operations | 6,058 | ||||||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | 28,746 | 5,564 | |||||
Net income (loss) | 69,024 | 5,410 | |||||
LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 1,422 | 1,057 | |||||
NET INCOME (LOSS) ATTRIBUTABLE TO TATTOOED CHEF, INC. | $ 67,602 | $ 4,353 | |||||
Basic net income (loss) per share (in Dollars per share) | $ 1.85 | $ 0.15 | |||||
Diluted net income (loss) per share (in Dollars per share) | $ 1.68 | $ 0.15 | |||||
Basic (in Shares) | 36,487,862 | ||||||
Diluted (in Shares) | 40,077,188 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of customers accounting for more than 10% of the Company’s accounts receivable | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | |||
Customer A [Member] | ||||
Concentration Risk [Line Items] | ||||
Customer risk percentage | 13.00% | 24.00% | ||
Customer B [Member] | ||||
Concentration Risk [Line Items] | ||||
Customer risk percentage | [1] | 10.00% | ||
Customer C [Member] | ||||
Concentration Risk [Line Items] | ||||
Customer risk percentage | 38.00% | 53.00% | ||
Customer D [Member] | ||||
Concentration Risk [Line Items] | ||||
Customer risk percentage | 12.00% | [2] | ||
[1] | Customer B accounted for less than 10% of accounts receivable as of December 31, 2021. However, customer B accounted for 10% as of December 31, 2020 and as such was included in the disclosure above for comparison purposes. | |||
[2] | Customer D is a new customer in 2021, accounted for 12% as of December 31, 2021 and as such was included in the disclosure above for comparison purposes. |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - Schedule of long lived assets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Summary of Significant Accounting Policies (Details) - Schedule of long lived assets [Line Items] | ||
Total Long Lived Assets | $ 46,476 | $ 16,083 |
Italy [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of long lived assets [Line Items] | ||
Total Long Lived Assets | 17,269 | 9,113 |
United States [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of long lived assets [Line Items] | ||
Total Long Lived Assets | $ 29,207 | $ 6,970 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies (Details) - Schedule of carrying amounts of net assets and the geographic location - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Summary of Significant Accounting Policies (Details) - Schedule of carrying amounts of net assets and the geographic location [Line Items] | ||
Total Net Assets | $ 217,303 | $ 232,054 |
Italy [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of carrying amounts of net assets and the geographic location [Line Items] | ||
Total Net Assets | 8,203 | 7,966 |
United States [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of carrying amounts of net assets and the geographic location [Line Items] | ||
Total Net Assets | $ 209,100 | $ 224,088 |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Jun. 01, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Oct. 15, 2020 | |
Reverse Recapitalization (Details) [Line Items] | |||||
Restructuring decsription | In connection with the Transaction, the following Restructuring transactions were consummated prior to, and as a condition to, the Closing, based on the Contribution Agreement dated June 11, 2020, entered into among Myjojo (Delaware), UMB, Pizzo and Salvatore Galletti: (i) UMB contributed all of its equity interests in Ittella International to Myjojo (Delaware) (Note 4) in exchange for 1,176 shares of Myjojo (Delaware) common stock. These shares were exchanged for 4,046,291 shares of Forum’s Class A common stock and cash of $9.00 million at the Closing Date; (ii) Pizzo contributed all of its 30% equity interests in Ittella Italy in exchange for one share of Class B special stock of Myjojo (Delaware). This share was exchanged for 1,500,000 shares of Forum’s Class A common stock and cash of $2.00 million at the Closing Date. (iii) Myjojo (Delaware) issued one share of Class A special stock to Myjojo (Delaware)’s Chief Operating Officer. In connection with the Transaction, this one share was exchanged for 500,000 shares of Forum’s Class A common stock with a fair value of $24.07 per share (total $12.04 million). In addition, the Chief Operating Officer received $1.00 million in cash at the Closing Date. The $13.04 million is included within operating expenses as compensation expense in the consolidated statements of operations and comprehensive income (loss); and (iv)Salvatore Galletti transferred 165 shares of common stock of Myjojo (Delaware) to Project Lily, LLC (“Project Lily”) a Delaware limited liability company controlled by Salvatore Galletti. At the Closing Date, the shares of Myjojo (Delaware) held by Salvatore Galletti and Project Lily were exchanged for 27,757,557 and 566,481 shares (a total of 28,324,038), respectively, of Forum’s Class A common stock. In addition, Salvatore Galletti and Project Lily received cash of $61.50 million and $1.50 million, respectively, at the Closing Date. | ||||
Class A common stock of forum (in Shares) | 34,370,329 | ||||
Cash | $ 75,000,000 | ||||
Distribution of capital | $ 75,000,000 | ||||
Merger agreement, description | As part of the Merger Agreement, an additional 5,000,000 shares of Forum’s common stock (the “Holdback Shares”) were placed into escrow, to be released after the Closing to certain Myjojo (Delaware) stockholders upon satisfaction, within the first three years after the Closing, of the following conditions: (i) if the trading price of the Company’s common stock equals or exceeds $12.00 on any 20 trading days in any 30-day trading period (the “$12.00 Share Price Trigger”), then 2,500,000 additional Holdback Shares will be released to certain Myjojo (Delaware) stockholders or (ii) if the trading price of the Company’s common stock equals or exceeds $14.00 on any 20 trading days in any 30-day trading period (each of such $14.00 trigger and the $12.00 Share Price Trigger, a “Share Price Trigger”), then 2,500,000 Holdback Shares will be released to certain Myjojo (Delaware) stockholders. If a change in control occurs within the first three years after the Closing, all Holdback Shares not previously released will be released to certain Myjojo (Delaware) stockholders. If the conditions to release of the Holdback Shares are not satisfied within the first three years of Closing, the Holdback Shares are forfeited. On November 16, 2020, both Share Price Trigger events for the issuance of the Holdback Shares occurred and, accordingly, the Company released from the escrow and delivered the 5,000,000 Holdback Shares to the Myjojo (Delaware) stockholders (other than Pizzo and Myjojo (Delaware)’s Chief Operating Officer). | ||||
Sponsor founder shares (in Shares) | 2,500,000 | ||||
Sponsor earnout shares, percentage | 50.00% | ||||
Sponsor earnout shares (in Shares) | 2,500,000 | ||||
Fair value amount | $ 0 | ||||
Derivative liability remeasured earnings | 813,000 | $ 5,184,000 | $ 37,200,000 | $ 9,072,000 | |
Fair value of the sponsor earnout shares | 0 | ||||
Direct and incremental transaction costs | 29,940,000 | ||||
Cash amount | 9,400,000 | ||||
Noncash amount | 20,540,000 | ||||
Total consideration | $ 4,000,000 | ||||
Right to receive shares of common stock (in Shares) | 825,000 | ||||
Fair value of the share-based consideration | $ 20,540,000 | ||||
Issued shares of common stock (in Shares) | 825,000 | ||||
Mr. Galletti [Member] | |||||
Reverse Recapitalization (Details) [Line Items] | |||||
Shares received (in Shares) | 28,324,038 | ||||
Holdback Shares [Member] | |||||
Reverse Recapitalization (Details) [Line Items] | |||||
Fair value amount | $ 120,350,000 | ||||
Sponsor [Member] | |||||
Reverse Recapitalization (Details) [Line Items] | |||||
Fair value of the sponsor earnout shares | $ 0 |
Reverse Recapitalization (Det_2
Reverse Recapitalization (Details) - Schedule of reverse recapitalization to the consolidated statement of cash flows $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of reverse recapitalization to the consolidated statement of cash flows [Abstract] | |
Cash held in the Trust Account | $ 207,416 |
Less: Forum transaction costs and advisory fees | (21,249) |
Add: Cash transaction costs recognized in additional paid-in capital, net of tax | 7,227 |
Less: Transaction costs paid after the Closing Date | (6,200) |
Net cash contributions from Reverse Recapitalization | $ 187,194 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interest (Details) | Apr. 15, 2019 | Dec. 31, 2021 |
Redeemable Noncontrolling Interest (Details) [Line Items] | ||
Description of redeemable noncontrolling interest | On April 15, 2019, UMB contributed $6.00 million to acquire 6,000 units for a 12.5% ownership interest in Ittella International. The Company incurred issuance costs of $0.13 million resulting in net consideration received of $5.87 million. | |
Percentage of fair value | 85.00% | |
Percentage of equity interests | 12.50% | |
UMB [Member] | ||
Redeemable Noncontrolling Interest (Details) [Line Items] | ||
Percentage of fair value | 85.00% |
Redeemable Noncontrolling Int_4
Redeemable Noncontrolling Interest (Details) - Schedule of changes in the carrying value of the redeemable noncontrolling interest - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of changes in the carrying value of the redeemable noncontrolling interest [Abstract] | ||
Redeemable Noncontrolling Interest as of beginning | $ 6,900 | |
Contribution from noncontrolling interest | 1,143 | |
Net income attributable to redeemable noncontrolling interest | 230 | $ 1,058 |
Accretion to redeemable noncontrolling interest to redemption value | 36,719 | |
Reverse recapitalization transaction | (44,992) | |
Redeemable Noncontrolling Interest as of ending | $ 6,900 |
Revenue Recognition (Details)
Revenue Recognition (Details) | Dec. 31, 2021 |
Revenue Recognition (Details) [Line Items] | |
Revenue percentage | 10.00% |
Customer [Member] | |
Revenue Recognition (Details) [Line Items] | |
Revenue percentage | 10.00% |
Revenue Recognition (Details) -
Revenue Recognition (Details) - Schedule of revenue streams - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue Recognition (Details) - Schedule of revenue streams [Line Items] | |||
Revenue | $ 213,430 | $ 148,498 | $ 84,918 |
Tattooed Chef [Member] | |||
Revenue Recognition (Details) - Schedule of revenue streams [Line Items] | |||
Revenue | $ 132,523 | $ 84,598 | $ 18,280 |
Revenue percentage | 63.00% | 57.00% | 22.00% |
Private Label [Member] | |||
Revenue Recognition (Details) - Schedule of revenue streams [Line Items] | |||
Revenue | $ 75,648 | $ 62,906 | $ 63,819 |
Revenue percentage | 35.00% | 42.00% | 75.00% |
Other revenues [Member] | |||
Revenue Recognition (Details) - Schedule of revenue streams [Line Items] | |||
Revenue | $ 5,259 | $ 994 | $ 2,819 |
Revenue percentage | 2.00% | 1.00% | 3.00% |
Revenue Recognition (Details)_2
Revenue Recognition (Details) - Schedule of customers accounting for 10% or more of consolidated revenue | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Customer C [Member] | |||||
Revenue, Major Customer [Line Items] | |||||
Customer risk percentage | 34.00% | 39.00% | 29.00% | ||
Customer A [Member] | |||||
Revenue, Major Customer [Line Items] | |||||
Customer risk percentage | 28.00% | 32.00% | 10.00% | ||
Customer B [Member] | |||||
Revenue, Major Customer [Line Items] | |||||
Customer risk percentage | 11.00% | 17.00% | 35.00% | ||
Customer E [Member] | |||||
Revenue, Major Customer [Line Items] | |||||
Customer risk percentage | [1] | [1] | 11.00% | ||
Customer D [Member] | |||||
Revenue, Major Customer [Line Items] | |||||
Customer risk percentage | [1] | [1] | 10.00% | ||
[1] | Customer accounted for less than 10% of revenue in the period. |
Accounts Receivable, Net (Detai
Accounts Receivable, Net (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Allowance doubtful accounts | $ 0 | $ 0 |
Inventory (Details) - Schedule
Inventory (Details) - Schedule of inventory - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of inventory [Abstract] | ||
Raw materials | $ 22,724 | $ 16,534 |
Work-in-process | 5,545 | 5,040 |
Finished goods | 22,756 | 13,424 |
Packaging | 3,537 | 3,004 |
Total inventory | $ 54,562 | $ 38,002 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expenses and other current assets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of prepaid expenses and other current assets [Abstract] | ||
Warrants receivable (see Note 18) | $ 13,542 | |
Prepaid advertising expenses | 4,133 | |
Tax credits | 1,106 | 1,884 |
Prepaid other expenses | 1,612 | 1,897 |
Other current assets | 176 | 1,093 |
Total prepaid expenses and other current assets | $ 7,027 | $ 18,416 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Manufacturing equipment | $ 5,400 | ||
Construction in progress | 7,990 | ||
Depreciation expense | $ 3,530 | $ 1,430 | $ 660 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, Net (Details) - Schedule of property, plant and equipment - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 53,519 | $ 19,035 |
Less: accumulated depreciation and amortization | (7,043) | (2,952) |
Property, plant, and equipment, net | 46,476 | 16,083 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 738 | |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 4,766 | 2,574 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 5,336 | 2,106 |
Machinery and equipment [member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 33,975 | 12,526 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 549 | 187 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 169 | 109 |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 7,986 | $ 1,533 |
Intangible Assets, Net and Go_3
Intangible Assets, Net and Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expenses | $ 70 | $ 0 | $ 0 |
Intangible Assets, Net and Go_4
Intangible Assets, Net and Goodwill (Details) - Schedule of intangible assets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of intangible assets [Abstract] | ||
Tradenames | $ 220 | |
Less: accumulated amortization | (69) | |
Intangible assets, net | $ 151 |
Intangible Assets, Net and Go_5
Intangible Assets, Net and Goodwill (Details) - Schedule of estimated future amortization expense for the definite-lived intangible assets $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of estimated future amortization expense for the definite-lived intangible assets [Abstract] | |
2022 | $ 110 |
2023 | 41 |
2024 | |
Total | $ 151 |
Intangible Assets, Net and Go_6
Intangible Assets, Net and Goodwill (Details) - Schedule of change in the carrying amount of goodwill $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of change in the carrying amount of goodwill [Abstract] | |
Balance at beginning | |
New Mexico Food Distributors, Inc. (NMFD) and Karsten Acquisition | 17,973 |
Measurement period adjustment (change in consideration) | 26 |
Belmont Acquisition | 8,925 |
Balance at ending | $ 26,924 |
Business Combinations (Details)
Business Combinations (Details) - Business Combination [Member] - USD ($) $ / shares in Units, $ in Thousands | May 14, 2021 | Sep. 28, 2021 | Dec. 31, 2021 | Dec. 21, 2021 |
Business Combinations (Details) [Line Items] | ||||
Total purchase price | $ 5,180 | |||
Statutory life term | 15 years | |||
Goodwill | $ 18,000 | |||
Transaction costs | 470 | |||
Payoff of the lease | $ 1 | |||
IRB asset | 2,920 | |||
Lease obligation | 2,920 | |||
Fair value of the ROU asset | 5,700 | |||
ROU asset | $ 5,700 | |||
Maturity date | Dec. 29, 2025 | |||
Note payable bears interest rate | 3.80% | |||
Estimated useful lives | 2 years | |||
Purchase price amount | $ 17,000 | |||
Shares issued (in Shares) | 241,546 | |||
Revenue | $ 30 | $ 760 | ||
Assets acquired and liabilities | 8,930 | |||
Acquisition, transaction costs | 160 | |||
Seller’s transaction costs | 20 | |||
New Mexico Food Distributors, Inc. [Member] | ||||
Business Combinations (Details) [Line Items] | ||||
Total purchase price | $ 28,940 | |||
Revenue | 22,190 | |||
New Mexico Food Distributors, Inc. [Member] | Karsten Acquisition [Member] | ||||
Business Combinations (Details) [Line Items] | ||||
Net loss | $ 2,170 | |||
Tattooed Chef’s [Member] | ||||
Business Combinations (Details) [Line Items] | ||||
Purchase price amount | $ 4,000 | |||
Common stock per share (in Dollars per share) | $ 16.9 |
Business Combinations (Detail_2
Business Combinations (Details) - Schedule of fair value of assets acquired and liabilities - NMFD Transaction [Member] $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($) | ||
Business Combinations (Details) - Schedule of fair value of assets acquired and liabilities [Line Items] | ||
Purchase consideration | $ 34,119 | |
Assets acquired and liabilities assumed | ||
Cash | 173 | |
Accounts receivable | 3,567 | |
Inventory | 2,270 | |
Prepaid expenses and other current assets | 122 | |
Operating lease, ROU asset | 207 | |
Property, plant and equipment | 9,819 | |
Finance lease, ROU assets | 5,749 | [1] |
Other noncurrent assets | 29 | |
Intangible assets – tradenames | 220 | |
Accounts payable | (2,834) | |
Accrued expenses | (78) | |
Operating lease liability | (207) | |
Note payable | (2,917) | [1] |
Goodwill | 17,999 | |
Total assets acquired and liabilities assumed | $ 34,119 | |
[1] | In December 2015 (prior to the NMFD and Karsten Acquisition), NMFD and Karsten entered into an agreement to purchase an industrial revenue bond (“IRB”) issued by Bernalillo County, New Mexico (“Bernalillo”) to be used to finance the costs of the constructing, renovating and equipping of the manufacturing plant and concurrently, assigned ownership of the manufacturing plant including building and land (“Property”) to Bernalillo as consideration for the purchase of the IRB, as well as entered into a lease agreement to lease the Property from Bernalillo (“Lease”). The Lease provides NMFD the option to purchase the Property for $1 following the payoff of the Lease. The sale of the Property to Bernalillo and concurrent leaseback of the Property in December 2015 did not meet the sale-leaseback accounting requirements as a result of NMFD’s and Karsten’s continuous involvement with the Property and thus, the IRB was not recorded as a sale but as a financing obligation, with the Property remaining on NMFD’s financial statements. The Lease and the IRB have the same counterparty, therefore a right of offset exists so long as NMFD continues to make rent payments under the terms of the Lease. |
Business Combinations (Detail_3
Business Combinations (Details) - Schedule of preliminary fair value of assets acquired and liabilities - Belmont Acquisition [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Business Combinations (Details) - Schedule of preliminary fair value of assets acquired and liabilities [Line Items] | |
Cash consideration | $ 13,000 |
Equity consideration – common stock | 4,000 |
Total purchase consideration | 17,000 |
Assets acquired and liabilities assumed | |
Accounts receivable | 1,630 |
Inventory | 4,130 |
Prepaid expenses and other current assets | 38 |
Operating lease ROU asset | 870 |
Property, plant and equipment | 6,477 |
Accounts payable | (3,477) |
Accrued expenses | (723) |
Operating lease liability | (870) |
Goodwill | 8,925 |
Total assets acquired and liabilities assumed | $ 17,000 |
Business Combinations (Detail_4
Business Combinations (Details) - Schedule of pro forma financial information - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of pro forma financial information [Abstract] | ||
Net Revenue - pro forma combined | $ 256,607 | $ 202,916 |
Net (Loss) Income - pro forma combined | $ (88,517) | $ 69,517 |
Weighted Average Shares: | ||
Basic | 81,773,780 | 36,729,408 |
Diluted | 81,912,675 | 40,318,734 |
Net Income (Loss) per Share: | ||
Basic | $ (1.08) | $ 1.89 |
Diluted | $ (1.09) | $ 1.72 |
Derivative Instruments (Details
Derivative Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Derivative Instruments [Abstract] | ||
Outstanding derivatives | $ 43,480 | $ 45,600 |
Derivative Instruments (Detai_2
Derivative Instruments (Details) - Schedule of derivative instruments - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Derivatives, Fair Value [Line Items] | ||
Total | $ 1,804 | $ 1,042 |
Derivatives not designated as hedging instruments [Member] | Prepaid expenses and other current assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Foreign currency derivatives | 1,042 | |
Derivatives not designated as hedging instruments [Member] | Forward contract derivative liability [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Foreign currency derivatives | $ 1,804 |
Derivative Instruments (Detai_3
Derivative Instruments (Details) - Schedule of consolidated statements of operations and comprehensive income (loss) of derivative instruments not designated as hedges - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Derivative Instruments (Details) - Schedule of consolidated statements of operations and comprehensive income (loss) of derivative instruments not designated as hedges [Line Items] | ||
Total not designated as hedging instruments | $ (2,846) | $ 38,242 |
Derivatives not designated as hedging instruments [Member] | Other income (expense) [Member] | ||
Derivative Instruments (Details) - Schedule of consolidated statements of operations and comprehensive income (loss) of derivative instruments not designated as hedges [Line Items] | ||
Foreign currency derivatives | (2,846) | 1,042 |
Derivatives not designated as hedging instruments [Member] | Other income [Member] | ||
Derivative Instruments (Details) - Schedule of consolidated statements of operations and comprehensive income (loss) of derivative instruments not designated as hedges [Line Items] | ||
Gain on settlement of contingent consideration derivative | $ 37,200 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 30, 2020 | Nov. 16, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 15, 2020 |
Fair Value Measurements (Details) [Line Items] | |||||
Contingent consideration liabilities description | As part of the Transaction (Note 1), an additional 5,000,000 shares of Forum’s common stock (the “Holdback Shares”) were placed into escrow, to be released to certain Myjojo (Delaware) stockholders upon satisfaction, within the first three years after the Closing Date, of the following conditions: (i) if the trading price of the Company’s common stock equaled or exceeded $12.00 on any 20 trading days in any 30-day trading period (the “$12.00 Share Price Trigger”), then 2,500,000 additional Holdback Shares were to be released to certain Myjojo (Delaware) stockholders or (ii) if the trading price of the Company’s common stock equaled or exceeded $14.00 on any 20 trading days in any 30-day trading period (each of such $14.00 trigger and the $12.00 Share Price Trigger, a “Share Price Trigger”), then 2,500,000 Holdback Shares were to be released to certain Myjojo (Delaware) stockholders. | ||||
Remeasured fair value of the liability | $ 83,150 | ||||
Gain on settlement of the contingent consideration derivative | $ 37,200 | ||||
Fair value recognized | $ 37,200 | ||||
Fair value of earnout shares | $ 0 | ||||
Private placement warrants settled (in Shares) | 292,417 | 247,423 | |||
Aggregate loss on settlements | $ 130 | $ 730 | |||
Fair value of the warrant liabilities | $ 590 | 1,190 | |||
Warrant per share (in Dollars per share) | $ 7.07 | ||||
Historical rate | 0.00% | ||||
Holdback Shares [Member] | |||||
Fair Value Measurements (Details) [Line Items] | |||||
Shares issued (in Shares) | 5,000,000 | ||||
Contingent consideration liability | $ 120,350 | ||||
Fair value of contingent consideration | 120,350 | ||||
Fair value of earnout shares | $ 0 | ||||
Sponsor [Member] | |||||
Fair Value Measurements (Details) [Line Items] | |||||
Founder shares (in Shares) | 2,500,000 | ||||
Forfeiture shares percentage | 50.00% | ||||
Returned shares (in Shares) | 2,500,000 | ||||
Fair value of earnout shares | $ 0 | $ 0 | |||
Private Placement Warrants [Member] | |||||
Fair Value Measurements (Details) [Line Items] | |||||
Warrant per share (in Dollars per share) | $ 7.07 | ||||
Aggregate value of warrants | $ 810 | $ 5,180 | $ 9,070 | ||
Outstanding warrants (in Shares) | 115,160 | ||||
Warrant per share (in Dollars per share) | $ 11.5 | $ 12.72 | $ 13.85 | ||
Outstanding warrants (in Shares) | 655,000 | 407,577 | 655,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value measurement of the private placement warrants as of each measurement date - Warrant [Member] - $ / shares | Oct. 15, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Risk-free interest rate | 0.32% | 1.08% | 0.34% |
Expected term (years) | 5 years | 3 years 9 months 14 days | 4 years 9 months 14 days |
Expected volatility | 35.00% | 45.00% | 35.00% |
Exercise price | $ 11.5 | $ 11.5 | $ 11.5 |
Fair value of warrants | $ 13.85 | $ 7.07 | $ 12.72 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | ||
Schedule of changes in the fair value of warrant liabilities [Abstract] | |||
Fair value. beginning | $ 9,072 | $ 5,184 | |
Exercise of Private Placement Warrants | (2,696) | (3,782) | |
Change in fair value | [1] | (1,192) | (589) |
Fair value, ending | $ 5,184 | $ 813 | |
[1] | Changes in fair value of warrant liabilities are recognized as other income (expense) in the consolidated statements of operations and comprehensive income (loss). |
Leases (Details)
Leases (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Leases (Details) [Line Items] | ||||
Leased facility (in Dollars per share) | $ 1 | |||
Operating lease liabilities | $ 10,948 | |||
Operating lease liabilities | 10,490 | |||
Rent expense | $ 2,050 | $ 1,500 | ||
Leases [Member] | ||||
Leases (Details) [Line Items] | ||||
Right of use asset | $ 4,160 | 40 | ||
Deferred rent liabilities and prepaid expenses | $ 30 | |||
Operating lease liabilities | $ 4,170 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of components of lease costs $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($) | ||
Operating leases: | ||
Operating lease cost | $ 1,307 | |
Finance leases: | ||
Finance lease cost | 177 | |
Other: | ||
Variable lease cost | 1,754 | [1] |
Total lease cost | 3,238 | |
Cost of Goods Sold [Member] | ||
Operating leases: | ||
Lease cost | 1,014 | |
Other: | ||
Variable lease cost | 1,733 | |
Operating Expenses [Member] | ||
Operating leases: | ||
Lease cost | 293 | |
Finance leases: | ||
Amortization of right-of use assets | 110 | |
Other: | ||
Variable lease cost | 21 | |
Interest Expenses [Member] | ||
Finance leases: | ||
Interest on IRB lease note payable | $ 67 | |
[1] | Variable lease cost primarily consists of month to month rent, charges based on usage and maintenance. |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of supplemental balance sheet information $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($) | ||
Assets | ||
ROU assets-Finance lease | $ 5,749 | [1] |
Less: accumulated amortization | (110) | |
Finance lease right-of-use assets, net | 5,639 | |
ROU assets-Operating lease | 9,099 | |
Less: accumulated amortization | (1,060) | |
Operating lease right-of-use assets, net | 8,039 | |
Total Lease ROU assets | 13,678 | |
Current: | ||
Operating lease liabilities, current | (1,523) | |
Finance lease liability | (2,826) | [1] |
Long term: | ||
Operating lease liabilities, noncurrent | (6,599) | |
Total Lease liabilities | $ (10,948) | |
[1] | The finance lease ROU asset and liability under an IRB arrangement were acquired and assumed through NMFD acquisition (see Note 11). The finance lease liability was offset with IRB assets. The amounts of the finance lease liability and IRB assets were the same as the balance of note payable (see Note 17). |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of supplemental cash flow information $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of supplemental cash flow information [Abstract] | |
Operating cash flows paid for operating leases | $ (986) |
Financing cash flows paid for note payable related to IRB lease | (90) |
Non-cash investing and financing activities: ROU assets obtained in exchange for lease obligations: | |
Operating lease | $ 4,936 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of weighted-average remaining lease term | Dec. 31, 2021 |
Operating Leases [Member] | |
Leases (Details) - Schedule of weighted-average remaining lease term [Line Items] | |
Weighted-average remaining lease term (years) | 7 years 1 month 9 days |
Minimum [Member] | Operating Leases [Member] | |
Leases (Details) - Schedule of weighted-average remaining lease term [Line Items] | |
Weighted-average discount rate | 4.00% |
Maximum [Member] | Operating Leases [Member] | |
Leases (Details) - Schedule of weighted-average remaining lease term [Line Items] | |
Weighted-average discount rate | 5.30% |
Finance Leases [Member] | |
Leases (Details) - Schedule of weighted-average remaining lease term [Line Items] | |
Weighted-average remaining lease term (years) | 4 years |
Weighted-average discount rate | 3.80% |
Leases (Details) - Schedule o_5
Leases (Details) - Schedule of future lease payments for operating leases - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases (Details) - Schedule of future lease payments for operating leases [Line Items] | ||
Current Lease liabilities | $ 1,523 | |
Noncurrent Lease liabilities | 6,599 | |
Predecessor [Member] | ||
Leases (Details) - Schedule of future lease payments for operating leases [Line Items] | ||
2022 | $ 685 | |
2023 | 524 | |
2024 | 186 | |
2025 | 132 | |
2027 and thereafter | 457 | |
Total | 2,840 | |
2021 | $ 856 | |
Operating Leases [Member] | ||
Leases (Details) - Schedule of future lease payments for operating leases [Line Items] | ||
2022 | 1,847 | |
2023 | 1,694 | |
2024 | 1,337 | |
2025 | 964 | |
2026 | 744 | |
2027 and thereafter | 3,180 | |
Total lease payments | 9,766 | |
Less imputed interest | 1,644 | |
Present value of future lease payments | 8,122 | |
Current Lease liabilities | 1,523 | |
Noncurrent Lease liabilities | $ 6,599 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of accrued expenses - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of accrued expenses [Abstract] | ||
Accrued customer incentives | $ 1,471 | $ 1,524 |
Accrued payroll | 1,600 | 1,471 |
Accrued commission | 607 | 108 |
Other accrued expenses | 89 | 507 |
Total accrued Expenses | $ 3,767 | $ 3,610 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 27, 2019 | Jul. 20, 2017 | |
Income Taxes (Details) [Line Items] | |||||
Effective tax rate | 121.40% | 140.10% | 2.80% | ||
Net deferred tax assets (in Dollars) | $ 50.6 | ||||
Federal net operating loss carryforwards (in Dollars) | 62.8 | ||||
State net operating loss carryforwards (in Dollars) | $ 42.6 | ||||
Equity ownership percentage | 50.00% | 100.00% | 70.00% | ||
Benefit likehood percentage | 50.00% | ||||
Ittella Italy [Member] | |||||
Income Taxes (Details) [Line Items] | |||||
Net deferred tax assets (in Dollars) | $ 0.3 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income taxes - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of income taxes [Abstract] | |||
Pre-tax (loss) income from U.S. operations | $ (40,772) | $ 24,396 | $ 4,308 |
Pre-tax (loss) income from foreign operations | 1,292 | 4,350 | 1,256 |
Total Pre-tax (loss) income | $ (39,480) | $ 28,746 | $ 5,564 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of (benefit) provision for income taxes - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | |||
State and local | 2 | 78 | 79 |
Foreign | 641 | 947 | 257 |
Total current | 643 | 1,025 | 336 |
Deferred: | |||
Federal | 35,620 | (29,502) | |
State and local | 11,847 | (13,591) | (11) |
Foreign | (186) | (390) | (171) |
Tax benefit recorded to additional paid-in capital | 2,180 | ||
Total deferred | 47,281 | (41,303) | (182) |
Total income tax (benefit) expense | $ 47,924 | $ (40,278) | $ 154 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of statutory federal income tax rate - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of statutory federal income tax rate [Abstract] | |||
Income taxes computed at Federal statutory rate | $ (8,291) | $ 5,974 | $ 1,210 |
Income taxes computed at Federal statutory rate percentage | 21.00% | 20.80% | 21.70% |
State and local taxes | $ (1,181) | $ (422) | $ 69 |
State and local taxes percentage | 3.00% | (1.50%) | 1.20% |
Section 162(m) limitation | $ 2,537 | ||
Section 162(m) limitation percentage | 8.80% | ||
Derivative Gain / Loss | $ (20) | $ (7,812) | |
Derivative Gain / Loss percentage | 0.10% | (27.20%) | |
Permanent differences | $ 16 | $ (187) | |
Permanent differences percentage | 0.00% | (0.70%) | |
Foreign taxes | $ 455 | $ 947 | $ 419 |
Foreign taxes percentage | (1.20%) | 3.30% | 7.50% |
Earnings not subject to federal entity-level tax | $ (2,013) | $ (1,210) | |
Earnings not subject to federal entity-level tax percentage | (7.00%) | (21.70%) | |
Change in valuation allowance | $ 50,680 | $ (334) | |
Change in valuation allowance percentage | (128.40%) | (6.00%) | |
Effect of Change in Rate (State) | $ 4,897 | ||
Effect of Change in Rate (State) percentage | (12.40%) | ||
Change in tax status | $ (39,261) | ||
Change in tax status percentage | (136.60%) | ||
Other | $ 1,368 | $ (41) | |
Other percentage | (3.50%) | (0.10%) | |
Total income tax (benefit) expense | $ 47,924 | $ (40,278) | $ 154 |
Total income tax (benefit) expense percentage | (121.40%) | (140.10%) | 2.80% |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of deferred income tax assets and liabilities - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred tax assets | ||
Transaction costs | $ 1,127 | $ 6,204 |
Fixed assets | 65 | |
Intangibles | 33,272 | 38,667 |
Stock based compensation | 643 | 951 |
Accruals and reserves | 767 | 275 |
Net operating loss carryforwards | 15,620 | 1,519 |
Lease liabilities | 2,087 | |
Unrealized exchange loss | 232 | |
Other | 318 | 110 |
Gross deferred tax assets | 54,066 | 47,791 |
Less valuation allowance | (50,612) | |
Total deferred tax assets | 3,454 | 47,791 |
Deferred tax liability | ||
Fixed assets | (1,042) | |
Unrealized exchange gain | (242) | |
Right of use asset | (2,067) | |
Other | (79) | |
Total deferred tax liabilities | (3,188) | (242) |
Net deferred tax assets | $ 266 | $ 47,549 |
Indebtedness (Details)
Indebtedness (Details) € in Thousands, $ in Thousands | Mar. 15, 2022 | Jan. 06, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021EUR (€) | Sep. 30, 2021EUR (€) | May 31, 2021USD ($) | May 31, 2021EUR (€) | May 21, 2021EUR (€) | Mar. 31, 2021EUR (€) | Dec. 31, 2019 |
Indebtedness (Details) [Line Items] | |||||||||||
Loan amount | € | € 20 | ||||||||||
Revolving credit facility, description | (a) 90% of the net amount of eligible accounts receivable; plus, (b) the lower of: (i) sum of: (1) 50% of the net amount of eligible inventory; plus (2) 45% of the net amount of eligible in-transit inventory; (ii) $10.00 million; or (iii) 50% of the aggregate amount of revolving loans outstanding, minus (c) the sum of all reserves. Under the Credit Facility: (i) the Company’s fixed charge coverage ratio may not be less than 1.10:1.00, and (ii) the Company may make dividends or distributions in shares of stock of the same class and also distributions for the payment of taxes. As of December 31, 2021, the Company was not in compliance with the fixed charge coverage ratio term of the credit facility. This noncompliance has no impact on the Company’s borrowing capacity and financial condition. On February 21, 2022, the lender issued a waiver of financial covenants letter to the Company waiving the requirement to comply with the debt covenant for the period ended December 31, 2021. | ||||||||||
Line of credit, description | The revolving line of credit bears interest at the sum of (i) the greater of (a) the daily Prime Rate, or (b) LIBOR plus 2%; and (ii) 1%. The actual interest rates on outstanding borrowings were at 4.25% at both of December 31, 2021 and 2020. In addition, the Company paid approximately $0.20 million, $0.10 million and $0.09 million for the years ended December 31, 2021, 2020 and 2019, respectively, to cover the unused line fee, minimum usage fee, annual fees and other bank service fees. | ||||||||||
Balance on the credit facility | $ 0 | $ 0 | |||||||||
Variable interest, description | All borrowings against this loan are payable on a straight-line basis over 5 years and accrue interest at the greater of (a) the daily Prime Rate or (b) the daily LIBOR Rate plus 4%. | ||||||||||
Note payable bears interest | 121.40% | 140.10% | 121.40% | 2.80% | |||||||
Balance on promissory note | $ 0 | € 0 | |||||||||
Fixed charge coverage ratio, description | On March 15, 2022, the VIE executed an amendment to the Note that includes a waiver of the requirement to comply with the debt covenant through June 30, 2022. Commencing with the fiscal quarter ending September 30, 2022, the VIE should meet a minimum fixed charge coverage ratio of 1.20 to 1.00. | ||||||||||
Ittella Italy [Member] | |||||||||||
Indebtedness (Details) [Line Items] | |||||||||||
Loan amount | € | € 1,350 | ||||||||||
Balance on the credit facility | $ 520 | € 460 | |||||||||
Credit facility bears one time commission fee | 0.40% | ||||||||||
Credit facility bears one time interest | 0.85% | 0.85% | |||||||||
Balance on promissory note | 1,000 | € 880 | |||||||||
Revolving Credit Facility [Member] | |||||||||||
Indebtedness (Details) [Line Items] | |||||||||||
Loan amount | $ 25,000 | ||||||||||
Revolving Credit Facility [Member] | Ittella Italy [Member] | |||||||||||
Indebtedness (Details) [Line Items] | |||||||||||
Loan amount | € | € 600 | ||||||||||
Balance on the credit facility | $ 680 | € 600 | |||||||||
Credit facility bears one time commission fee | 0.40% | ||||||||||
Credit facility bears one time interest | 1.50% | 1.50% | |||||||||
Capex Loan [Member] | |||||||||||
Indebtedness (Details) [Line Items] | |||||||||||
Loan amount | $ 1,890 | ||||||||||
Balance amount | 0 | ||||||||||
CDC Loan [Member] | |||||||||||
Indebtedness (Details) [Line Items] | |||||||||||
Accrued interest, percentage | 1.014% | 1.014% | |||||||||
CB Loan [Member] | |||||||||||
Indebtedness (Details) [Line Items] | |||||||||||
Promissory note payable | $ 2,100 | ||||||||||
Note Payable [Member] | |||||||||||
Indebtedness (Details) [Line Items] | |||||||||||
Loan amount | € | € 1,000 | ||||||||||
Balance amount | 1,910 | $ 2,020 | |||||||||
Notes payable | $ 2,830 | $ 2,920 | |||||||||
Maturity date | Jan. 31, 2035 | Dec. 29, 2025 | |||||||||
Note payable bears interest | 3.80% | 3.80% | |||||||||
Accrued interest, percentage | 3.60% |
Indebtedness (Details) - Schedu
Indebtedness (Details) - Schedule of debt - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total debt | $ 6,935 | $ 2,189 |
Less current debt | (6,219) | (199) |
Total long-term debt | 716 | 1,990 |
Revolving credit facilities [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 1,200 | 22 |
Notes payable [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 5,735 | 2,101 |
Notes payable to related parties [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 66 |
Indebtedness (Details) - Sche_2
Indebtedness (Details) - Schedule of future minimum principal payments due on the notes payable - Notes payable to related parties [Member] $ in Thousands | Dec. 31, 2021USD ($) |
Indebtedness (Details) - Schedule of future minimum principal payments due on the notes payable [Line Items] | |
2022 | $ 6,219 |
2023 | 286 |
2024 | 289 |
2025 | 141 |
Total | $ 6,935 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Oct. 15, 2020 | |
Stockholders' Equity (Details) [Line Items] | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Voting rights | Holders of common stock are entitled to one vote for each share. | ||
Common stock, shares issued | 82,237,813 | 71,551,067 | |
Common stock, shares outstanding | 82,237,813 | 71,469,980 | |
Redemption of warrants, description | Once the Public Warrants became exercisable, the Company was able to redeem the Public Warrants in whole, at a price of $0.01 per warrant within 30 days after a written notice of redemption, and if and only if, the reported last sale price of the Company’s common stock equaled or exceeded $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sent a notice of redemption to the holder. | ||
Warrant [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Description of warrants exercised period | (i) the date that is 30 days after the first date on which Forum completes its initial business combination; or (ii) 12 months from the date of the closing of the IPO, and terminating on the earlier to occur (x) five years after Forum completes its initial business combination; (y) the liquidation of the Company or (z) other than with respect to the Private Placement Warrant, the Redemption Date (as that term is defined in the Warrant Agreement), subject to any applicable conditions as set forth in the Warrant Agreement. The Company in its sole discretion may extend the duration of the Warrants by delaying the expiration date, provided it give at least 20 days prior written notice of any such extension to the registered holders of the Warrants. | ||
Public Warrants [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Warrants issued | 20,000,000 | ||
Share issued price per share (in Dollars per share) | $ 10 | ||
Private Placement Warrants [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Warrants issued | 655,000 | 407,577 | 655,000 |
Warrants price per share (in Dollars per share) | $ 11.5 | $ 12.72 | $ 13.85 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of changes in other comprehensive income attributable to noncontrolling interest - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of changes in other comprehensive income attributable to noncontrolling interest [Abstract] | |||
Net income attributable to noncontrolling interest in Ittella Italy | $ 1,192 | $ 351 | |
Net income attributable to noncontrolling interest in Ittella International | 230 | 706 | |
Increase in noncontrolling interest due to foreign currency translation | 84 | 7 | |
Change in net comprehensive income attributable to noncontrolling interest | $ 1,506 | $ 1,064 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of warrant activity - shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Schedule of warrant activity [Abstract] | ||
Public Warrants, Issued and outstanding, Beginning | 20,000,000 | 14,459,684 |
Private Placement Warrants, Issued and outstanding, Beginning | 655,000 | 407,577 |
Public Warrants, Exercised | (5,540,316) | (14,459,684) |
Private Placement Warrants, Exercised | (247,423) | (292,417) |
Public Warrants, Issued and outstanding, Ending | 14,459,684 | |
Private Placement Warrants, Issued and outstanding, Ending | 407,577 | 115,160 |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) - USD ($) $ / shares in Thousands | Oct. 15, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Equity Incentive Plan (Details) [Line Items] | |||
Fair market value | 100.00% | ||
Grant date | 10 years | ||
Compensation costs (in Dollars) | $ 2,630,000 | $ 40,000 | |
Fair value granted stock options (in Dollars) | $ 5,170,000 | $ 5,090,000 | |
Fair value of restricted shares vested | $ 2,560 | $ 3,370 | |
Executive [Member] | |||
Equity Incentive Plan (Details) [Line Items] | |||
Common shares (in Shares) | 5,200,000 | ||
Stock Options [Member] | |||
Equity Incentive Plan (Details) [Line Items] | |||
Fair market value | 100.00% | ||
Options granted generally vest over period | |||
Grant date | 10 years | ||
Stock-based compensation expenses to be recognized (in Dollars) | $ 7,620,000 | ||
Weighted average period term | 3 years | ||
Restricted Stock [Member] | |||
Equity Incentive Plan (Details) [Line Items] | |||
Compensation costs (in Dollars) | $ 0 | ||
Minimum [Member] | |||
Equity Incentive Plan (Details) [Line Items] | |||
Options granted generally vest over period | 3 years | ||
Maximum [Member] | |||
Equity Incentive Plan (Details) [Line Items] | |||
Options granted generally vest over period | 5 years | ||
Nonemployee Director [Member] | |||
Equity Incentive Plan (Details) [Line Items] | |||
Exceeding total value (in Dollars) | $ 100,000 | ||
Stock Appreciation Rights (SARs) [Member] | |||
Equity Incentive Plan (Details) [Line Items] | |||
Fair market value | 100.00% | ||
Consultant [Member] | |||
Equity Incentive Plan (Details) [Line Items] | |||
Fair value of restricted shares vested | $ 1,900 | $ 2,470 | |
Employee [Member] | |||
Equity Incentive Plan (Details) [Line Items] | |||
Fair value of restricted shares vested | 80 | 100 | |
Non-Employee [Member] | |||
Equity Incentive Plan (Details) [Line Items] | |||
Fair value of restricted shares vested | $ 580 | $ 800 |
Equity Incentive Plan (Detail_2
Equity Incentive Plan (Details) - Schedule of summarizes the stock option activity - Stock Options [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity Incentive Plan (Details) - Schedule of summarizes the stock option activity [Line Items] | ||
Number of Awards Outstanding, Granted (in Shares) | 825,000 | 773,300 |
Weighted Average Exercise Price, Granted | $ 18.15 | $ 24.64 |
Weighted Average Remaining Contractual Terms (Years) Granted | 10 years | |
Intrinsic Value, Granted | ||
Number of Awards Outstanding, Cancelled and forfeited (in Shares) | (4,500) | |
Weighted Average Exercise Price, Cancelled and forfeited | $ 24.69 | |
Weighted Average Remaining Contractual Terms (Years), Cancelled and forfeited | ||
Intrinsic Value, Cancelled and forfeited | ||
Number of Awards Outstanding, Exercised (in Shares) | ||
Weighted Average Exercise Price, Exercised | ||
Weighted Average Remaining Contractual Terms (Years), Exercised | ||
Intrinsic Value, Exercised (in Dollars) | ||
Number of Awards Outstanding, Ending Balance (in Shares) | 1,593,800 | 773,300 |
Weighted Average Exercise Price, Ending Balance | $ 21.3 | $ 24.64 |
Weighted Average Remaining Contractual Terms (Years), Ending Balance | 9 years 3 months 3 days | 9 years 11 months 23 days |
Number of Awards Outstanding, Exercisable (in Shares) | 256,267 | |
Weighted Average Exercise Price, Exercisable | $ 24.69 | |
Weighted Average Remaining Contractual Terms (Years), Exercisable | 8 years 11 months 23 days |
Equity Incentive Plan (Detail_3
Equity Incentive Plan (Details) - Schedule of fair value of each option grant was estimated on the grant date using the black-scholes option pricing model | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of fair value of each option grant was estimated on the grant date using the black-scholes option pricing model [Abstract] | ||
Dividend yield | 0.00% | 0.00% |
Expected volatility | 33.99% | 25.89% |
Risk-free interest rate | 1.11% | 0.67% |
Expected term (in years) | 6 years | 6 years |
Equity Incentive Plan (Detail_4
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Director Awards Number of Shares [Member] | ||
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items] | ||
Balance, Number of Shares | ||
Balance, Weighted- Average Fair Value (in Dollars per share) | ||
Non-vested restricted stock, Number of Shares | ||
Non-vested restricted, Weighted- Average Fair Value (in Dollars per share) | ||
Granted, Number of Shares | 4,935 | |
Granted, Weighted- Average Fair Value (in Dollars per share) | $ 20.26 | |
Vested, Number of Shares | (4,935) | |
Vested, Weighted- Average Fair Value (in Dollars per share) | $ 20.26 | |
Forfeited, Number of Shares | ||
Forfeited, Weighted- Average Fair Value (in Dollars per share) | ||
Non-Employee Director Awards Number of Shares [Member] | ||
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items] | ||
Balance, Number of Shares | ||
Balance, Weighted- Average Fair Value (in Dollars per share) | ||
Non-vested restricted stock, Number of Shares | ||
Non-vested restricted, Weighted- Average Fair Value (in Dollars per share) | ||
Granted, Number of Shares | 20,134 | 39,480 |
Granted, Weighted- Average Fair Value (in Dollars per share) | $ 19.7 | $ 20.26 |
Vested, Number of Shares | (20,134) | (39,480) |
Vested, Weighted- Average Fair Value (in Dollars per share) | $ 19.7 | $ 20.26 |
Forfeited, Number of Shares | ||
Forfeited, Weighted- Average Fair Value (in Dollars per share) | ||
Employee Awards Number of Shares [Member] | ||
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items] | ||
Balance, Number of Shares | 400,000 | |
Balance, Weighted- Average Fair Value (in Dollars per share) | $ 24.28 | |
Non-vested restricted stock, Number of Shares | 400,000 | |
Non-vested restricted, Weighted- Average Fair Value (in Dollars per share) | $ 24.28 | |
Granted, Number of Shares | 30,416 | 400,000 |
Granted, Weighted- Average Fair Value (in Dollars per share) | $ 23.65 | $ 24.28 |
Vested, Number of Shares | (4,916) | |
Vested, Weighted- Average Fair Value (in Dollars per share) | $ 24.28 | |
Forfeited, Number of Shares | (425,500) | |
Forfeited, Weighted- Average Fair Value (in Dollars per share) | $ 24.24 | |
Non-Employee Consultant Awards Weighted-Average Fair Value [Member] | ||
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items] | ||
Balance, Number of Shares | 100,000 | |
Balance, Weighted- Average Fair Value (in Dollars per share) | $ 24.69 | |
Non-vested restricted stock, Number of Shares | 100,000 | |
Non-vested restricted, Weighted- Average Fair Value (in Dollars per share) | $ 24.69 | |
Granted, Number of Shares | 110,000 | 200,000 |
Granted, Weighted- Average Fair Value (in Dollars per share) | $ 18.89 | $ 24.69 |
Vested, Number of Shares | (110,000) | (100,000) |
Vested, Weighted- Average Fair Value (in Dollars per share) | $ 18.89 | $ 24.69 |
Forfeited, Number of Shares | (100,000) | |
Forfeited, Weighted- Average Fair Value (in Dollars per share) | $ 24.69 |
Related Party Transactions (Det
Related Party Transactions (Details) € in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Jan. 31, 2007USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021EUR (€) | May 21, 2021EUR (€) | Dec. 31, 2020EUR (€) | May 31, 2018EUR (€) | |
Related Party Transactions (Details) [Line Items] | ||||||||
Rent expense | $ 210 | $ 60 | $ 60 | |||||
Interest percentage | 4.75% | 4.75% | ||||||
Balance on the credit | $ 0 | $ 0 | ||||||
Purchase of a vehicle (in Euro) | € | € 20 | |||||||
Borrowing capacity | 25,000 | |||||||
Services provided | $ 100 | |||||||
Salvatore Galletti [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Balance of line of credit | $ 1,200 | |||||||
Line of credit facility, percentage | 0.67% | |||||||
Deluna Properties Inc [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Operating lease right of use asset | $ 2,150 | |||||||
Operating lease liabilities | 2,100 | |||||||
Pizzo Food Srls [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Interest percentage | 8.00% | |||||||
Purchase of a vehicle (in Euro) | € | € 0 | € 70 | € 480 | |||||
Penhurst Realty LLC[Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Operating lease right of use asset | 680 | |||||||
Operating lease liabilities | $ 660 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - 12 months ended Dec. 31, 2021 € in Thousands, $ in Thousands | USD ($) | EUR (€) |
Commitments and Contingencies Disclosure [Abstract] | ||
Purchase of materials | $ 2,120 | € 1,870 |
Consolidated Variable Interes_3
Consolidated Variable Interest Entity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Consolidated Variable Interest Entity (Details) [Line Items] | |||
Properties’ assets and liabilities | $ 2,100 | $ 1,900 | |
Percentage of revenue of properties | 100.00% | 100.00% | |
Properties contributed expenses | $ 210 | $ 260 | $ 200 |
Alondra Building [Member] | |||
Consolidated Variable Interest Entity (Details) [Line Items] | |||
Loan agreement, percentage | 100.00% |
Consolidated Variable Interes_4
Consolidated Variable Interest Entity (Details) - Schedule of consolidated financial statements - Ittella Properties LLC [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CURRENT ASSETS | ||
Cash | $ 166 | $ 14 |
Accounts receivable | 19 | 38 |
Prepaid expenses and other current assets | 10 | |
TOTAL CURRENT ASSETS | 185 | 62 |
Property, plant and equipment, net | 2,093 | 2,187 |
TOTAL ASSETS | 2,278 | 2,249 |
CURRENT LIABILITIES | ||
Accounts payable | 7 | 11 |
Accrued expenses | 10 | |
Notes payable to related parties, current portion | 1,912 | 111 |
Other current liabilities | 49 | 11 |
TOTAL CURRENT LIABILITIES | 1,968 | 143 |
Notes payable, net of current portion | 1,907 | |
TOTAL LIABILITIES | 1,968 | 2,050 |
STOCKHOLDERS’ EQUITY | ||
Additional paid in capital | 300 | 300 |
Retained earnings (deficit) | 10 | (101) |
Total equity | 310 | 199 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 2,278 | $ 2,249 |
Earnings Per Share (Details) -
Earnings Per Share (Details) - Schedule of basic and diluted EPS - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator | |||
Net Income (loss) attributable to Tattooed Chef, Inc. (in Dollars) | $ (87,404) | $ 67,602 | $ 4,353 |
Gain on fair value remeasurement related to Warrants | (718) | (461) | |
Dilutive Net income (loss) attributable to Tattooed Chef, Inc. | (88,122) | 67,141 | 4,353 |
Denominator | |||
Weighted average common shares outstanding | 81,532 | 36,488 | 28,324 |
Effect of potentially dilutive securities related to Warrants | 139 | 3,589 | |
Weighted average diluted shares outstanding | 81,671 | 40,077 | 28,324 |
Earnings per share | |||
Basic (in Dollars per share) | $ (1.07) | $ 1.85 | $ 0.15 |
Diluted (in Dollars per share) | $ (1.08) | $ 1.68 | $ 0.15 |
Earnings Per Share (Details) _2
Earnings Per Share (Details) - Schedule of anti-dilutive securities excluded from calculation of diluted earnings per share - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | $ 471,000 | $ 12,534,000 | |
Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 11,278,000 | ||
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 433,000 | 756,000 | |
Restricted Stock Awards [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | $ 38,000 | $ 500,000 |
Quarterly Financial Statement_3
Quarterly Financial Statements (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Quarterly Financial Statements (Unaudited) (Details) [Line Items] | ||||||
Increase of net loss | $ 0 | $ 4 | $ 4 | $ 4 | ||
Increase of net loss per share (in Dollars per share) | $ 0 | $ 0.05 | $ 0.05 | $ 0.05 | ||
Deferred tax asset | $ 4 | |||||
Deferred tax asset valuation allowance | $ 4 | |||||
Reduction of net loss | $ 0.3 | $ 0.3 | $ 0.4 | $ 0.6 | $ 0.1 | |
Reduction of net loss per share (in Dollars per share) | $ 0 | $ 0.01 | $ 0.01 | $ 0 | $ 0 | |
Adjustments [Member] | ||||||
Quarterly Financial Statements (Unaudited) (Details) [Line Items] | ||||||
Increase of net loss | $ 0.6 | $ 0 | $ 0.6 | |||
Increase of net loss per share (in Dollars per share) | $ 0.01 | $ 0 | $ 0 |
Quarterly Financial Statement_4
Quarterly Financial Statements (Unaudited) (Details) - Schedule of balance sheet - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
As Reported [Member] | ||||
CURRENT ASSETS | ||||
Cash | $ 129,476 | $ 140,182 | $ 185,161 | |
Accounts receivable, net | 24,469 | 23,018 | 31,796 | |
Inventory | 45,271 | 50,818 | 38,701 | |
Prepaid expenses and other current assets | 8,256 | 8,592 | 11,739 | $ 18,240 |
TOTAL CURRENT ASSETS | 207,472 | 222,610 | 267,397 | 206,470 |
Property, plant and equipment, net | 39,669 | 39,231 | 19,312 | |
Operating lease right-of-use asset, net | ||||
Finance lease right-of-use asset, net | ||||
Intangible assets, net | 179 | 206 | ||
Deferred taxes | 45,273 | 43,525 | ||
Goodwill | 19,351 | 19,351 | ||
Other assets | 1,731 | 1,947 | 923 | |
TOTAL ASSETS | 268,402 | 283,345 | 332,905 | 266,683 |
CURRENT LIABILITIES | ||||
Accounts payable | 23,641 | 29,269 | 31,252 | 25,391 |
Accrued expenses | 4,880 | 5,610 | 6,135 | |
Line of credit | 3,317 | 2,115 | 26 | |
Notes payable to related parties, current portion | 7 | 25 | 42 | |
Notes payable, current portion | 400 | 405 | 111 | |
Deferred revenue | 634 | 950 | 974 | |
Forward contract derivative liability | 1,788 | 935 | 2,042 | |
Finance lease liabilities, current | 2,863 | 2,917 | ||
Operating lease liabilities, current | ||||
Other current liabilities | 911 | 1,840 | 1,188 | |
TOTAL CURRENT LIABILITIES | 38,441 | 44,066 | 41,770 | 30,349 |
Warrant liability | 1,343 | 2,215 | 1,875 | |
Finance lease, net of current portion | ||||
Operating lease, net of current portion | ||||
Notes payable, net of current portion | 2,627 | 2,724 | 1,903 | |
TOTAL LIABILITIES | 42,411 | 49,005 | 45,548 | 32,339 |
STOCKHOLDERS’ EQUITY | ||||
Preferred stock value | ||||
Common shares value | 8 | 8 | 8 | |
Additional paid in capital | 233,223 | 231,359 | 230,970 | 170,799 |
Accumulated other comprehensive income (loss) | (908) | (100) | 110 | |
Retained earnings | (6,332) | 3,073 | 56,269 | |
Total equity | 225,991 | 234,340 | 287,357 | 234,344 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 268,402 | 283,345 | 332,905 | |
Adoption of ASC 842 [Member] | Adjustments [Member[ | ||||
CURRENT ASSETS | ||||
Cash | ||||
Accounts receivable, net | ||||
Inventory | ||||
Prepaid expenses and other current assets | (39) | (28) | (27) | |
TOTAL CURRENT ASSETS | (39) | (28) | (27) | |
Property, plant and equipment, net | (2,900) | (2,918) | ||
Operating lease right-of-use asset, net | 5,766 | 5,659 | 3,968 | |
Finance lease right-of-use asset, net | 5,683 | 5,726 | ||
Intangible assets, net | ||||
Deferred taxes | ||||
Goodwill | (1,378) | (1,378) | ||
Other assets | (1,444) | (1,444) | ||
TOTAL ASSETS | 5,688 | 5,617 | 3,941 | |
CURRENT LIABILITIES | ||||
Accounts payable | ||||
Accrued expenses | ||||
Line of credit | ||||
Notes payable to related parties, current portion | ||||
Notes payable, current portion | ||||
Deferred revenue | ||||
Forward contract derivative liability | ||||
Finance lease liabilities, current | ||||
Operating lease liabilities, current | 1,203 | 1,155 | 651 | |
Other current liabilities | (67) | (57) | (47) | |
TOTAL CURRENT LIABILITIES | 1,136 | 1,098 | 604 | |
Warrant liability | ||||
Finance lease, net of current portion | ||||
Operating lease, net of current portion | 4,622 | 4,548 | 3,344 | |
Notes payable, net of current portion | ||||
TOTAL LIABILITIES | 5,758 | 5,646 | 3,948 | |
STOCKHOLDERS’ EQUITY | ||||
Preferred stock value | ||||
Common shares value | ||||
Additional paid in capital | ||||
Accumulated other comprehensive income (loss) | ||||
Retained earnings | (70) | (29) | (7) | |
Total equity | (70) | (29) | (7) | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 5,688 | 5,617 | 3,941 | |
Previous Adjustments [Member] | Adjustments [Member[ | ||||
CURRENT ASSETS | ||||
Cash | ||||
Accounts receivable, net | ||||
Inventory | (1,232) | (662) | ||
Prepaid expenses and other current assets | ||||
TOTAL CURRENT ASSETS | (1,232) | (662) | ||
Property, plant and equipment, net | ||||
Operating lease right-of-use asset, net | ||||
Finance lease right-of-use asset, net | ||||
Intangible assets, net | ||||
Deferred taxes | ||||
Goodwill | ||||
Other assets | ||||
TOTAL ASSETS | (1,232) | (662) | ||
CURRENT LIABILITIES | ||||
Accounts payable | ||||
Accrued expenses | ||||
Line of credit | ||||
Notes payable to related parties, current portion | ||||
Notes payable, current portion | ||||
Deferred revenue | ||||
Forward contract derivative liability | ||||
Finance lease liabilities, current | ||||
Operating lease liabilities, current | ||||
Other current liabilities | (1) | |||
TOTAL CURRENT LIABILITIES | (1) | |||
Warrant liability | ||||
Finance lease, net of current portion | ||||
Operating lease, net of current portion | ||||
Notes payable, net of current portion | ||||
TOTAL LIABILITIES | (1) | |||
STOCKHOLDERS’ EQUITY | ||||
Preferred stock value | ||||
Common shares value | ||||
Additional paid in capital | ||||
Accumulated other comprehensive income (loss) | ||||
Retained earnings | (1,231) | (662) | ||
Total equity | (1,231) | (662) | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | (1,232) | (662) | ||
Current Adjustments [Member] | ||||
CURRENT ASSETS | ||||
Prepaid expenses and other current assets | 176 | |||
TOTAL CURRENT ASSETS | (2,192) | |||
Deferred taxes | 4,024 | |||
TOTAL ASSETS | 1,832 | |||
CURRENT LIABILITIES | ||||
Accounts payable | ||||
TOTAL CURRENT LIABILITIES | (1,062) | |||
TOTAL LIABILITIES | 4,122 | |||
STOCKHOLDERS’ EQUITY | ||||
Additional paid in capital | (2,351) | |||
Total equity | (2,290) | |||
Current Adjustments [Member] | Adjustments [Member[ | ||||
CURRENT ASSETS | ||||
Cash | ||||
Accounts receivable, net | (2,625) | |||
Inventory | 942 | |||
Prepaid expenses and other current assets | (288) | |||
TOTAL CURRENT ASSETS | (1,971) | |||
Property, plant and equipment, net | ||||
Operating lease right-of-use asset, net | ||||
Finance lease right-of-use asset, net | ||||
Intangible assets, net | ||||
Deferred taxes | 4,024 | |||
Goodwill | ||||
Other assets | ||||
TOTAL ASSETS | 2,053 | |||
CURRENT LIABILITIES | ||||
Accounts payable | (496) | |||
Accrued expenses | 423 | |||
Line of credit | ||||
Notes payable to related parties, current portion | ||||
Notes payable, current portion | ||||
Deferred revenue | (974) | |||
Forward contract derivative liability | (84) | |||
Finance lease liabilities, current | ||||
Operating lease liabilities, current | ||||
Other current liabilities | ||||
TOTAL CURRENT LIABILITIES | (1,131) | |||
Warrant liability | ||||
Finance lease, net of current portion | ||||
Operating lease, net of current portion | ||||
Notes payable, net of current portion | ||||
TOTAL LIABILITIES | (1,131) | |||
STOCKHOLDERS’ EQUITY | ||||
Preferred stock value | ||||
Common shares value | ||||
Additional paid in capital | 4,024 | |||
Accumulated other comprehensive income (loss) | ||||
Retained earnings | (840) | |||
Total equity | 3,184 | |||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 2,053 | |||
Re-classification [Member] | ||||
CURRENT ASSETS | ||||
Cash | ||||
Accounts receivable, net | ||||
Inventory | ||||
Prepaid expenses and other current assets | ||||
TOTAL CURRENT ASSETS | ||||
Property, plant and equipment, net | ||||
Operating lease right-of-use asset, net | ||||
Finance lease right-of-use asset, net | ||||
Intangible assets, net | ||||
Deferred taxes | ||||
Goodwill | ||||
Other assets | ||||
TOTAL ASSETS | ||||
CURRENT LIABILITIES | ||||
Accounts payable | (19) | (46) | ||
Accrued expenses | ||||
Line of credit | ||||
Notes payable to related parties, current portion | ||||
Notes payable, current portion | ||||
Deferred revenue | ||||
Forward contract derivative liability | ||||
Finance lease liabilities, current | ||||
Operating lease liabilities, current | ||||
Other current liabilities | 19 | 46 | ||
TOTAL CURRENT LIABILITIES | ||||
Warrant liability | ||||
Finance lease, net of current portion | ||||
Operating lease, net of current portion | ||||
Notes payable, net of current portion | ||||
TOTAL LIABILITIES | ||||
STOCKHOLDERS’ EQUITY | ||||
Preferred stock value | ||||
Common shares value | ||||
Additional paid in capital | ||||
Accumulated other comprehensive income (loss) | ||||
Retained earnings | ||||
Total equity | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
As Restated [Member] | ||||
CURRENT ASSETS | ||||
Cash | 129,476 | 140,182 | 185,161 | |
Accounts receivable, net | 23,155 | 21,855 | 29,171 | |
Inventory | 45,271 | 49,586 | 38,981 | |
Prepaid expenses and other current assets | 8,217 | 8,564 | 11,424 | 18,416 |
TOTAL CURRENT ASSETS | 206,119 | 220,187 | 264,737 | 204,278 |
Property, plant and equipment, net | 36,769 | 36,313 | 19,312 | |
Operating lease right-of-use asset, net | 5,766 | 5,659 | 3,968 | |
Finance lease right-of-use asset, net | 5,683 | 5,726 | ||
Intangible assets, net | 179 | 206 | ||
Deferred taxes | 49,297 | 47,549 | ||
Goodwill | 17,973 | 17,973 | ||
Other assets | 287 | 503 | 923 | |
TOTAL ASSETS | 272,776 | 286,567 | 338,237 | 268,515 |
CURRENT LIABILITIES | ||||
Accounts payable | 23,641 | 29,250 | 30,710 | 24,075 |
Accrued expenses | 4,880 | 5,610 | 6,558 | |
Line of credit | 3,317 | 2,115 | 26 | |
Notes payable to related parties, current portion | 7 | 25 | 42 | |
Notes payable, current portion | 3,263 | 3,322 | 111 | |
Deferred revenue | ||||
Forward contract derivative liability | 1,652 | 935 | 1,958 | |
Finance lease liabilities, current | ||||
Operating lease liabilities, current | 1,203 | 1,155 | 651 | |
Other current liabilities | 844 | 1,801 | 1,187 | |
TOTAL CURRENT LIABILITIES | 38,807 | 44,213 | 41,243 | 29,287 |
Warrant liability | 1,343 | 2,215 | 1,875 | |
Finance lease, net of current portion | ||||
Operating lease, net of current portion | 4,622 | 4,548 | 3,344 | |
Notes payable, net of current portion | 2,627 | 2,724 | 1,903 | |
TOTAL LIABILITIES | 47,399 | 53,700 | 48,365 | 36,461 |
STOCKHOLDERS’ EQUITY | ||||
Preferred stock value | ||||
Common shares value | 8 | 8 | 8 | |
Additional paid in capital | 237,247 | 235,383 | 234,994 | 168,448 |
Accumulated other comprehensive income (loss) | (908) | (100) | 110 | |
Retained earnings | (10,970) | (2,424) | 54,760 | |
Total equity | 225,377 | 232,867 | 289,872 | $ 232,054 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 272,776 | 286,567 | $ 338,237 | |
Current Adjustments [Member] | Adjustments [Member[ | ||||
CURRENT ASSETS | ||||
Cash | ||||
Accounts receivable, net | (1,314) | (1,163) | ||
Inventory | ||||
Prepaid expenses and other current assets | ||||
TOTAL CURRENT ASSETS | (1,314) | (1,163) | ||
Property, plant and equipment, net | ||||
Operating lease right-of-use asset, net | ||||
Finance lease right-of-use asset, net | ||||
Intangible assets, net | ||||
Deferred taxes | ||||
Goodwill | ||||
Other assets | ||||
TOTAL ASSETS | (1,314) | (1,163) | ||
CURRENT LIABILITIES | ||||
Accounts payable | ||||
Accrued expenses | ||||
Line of credit | ||||
Notes payable to related parties, current portion | ||||
Notes payable, current portion | 2,863 | 2,917 | ||
Deferred revenue | (634) | (950) | ||
Forward contract derivative liability | (136) | |||
Finance lease liabilities, current | (2,863) | (2,917) | ||
Operating lease liabilities, current | ||||
Other current liabilities | ||||
TOTAL CURRENT LIABILITIES | (770) | (950) | ||
Warrant liability | ||||
Finance lease, net of current portion | ||||
Operating lease, net of current portion | ||||
Notes payable, net of current portion | ||||
TOTAL LIABILITIES | (770) | (950) | ||
STOCKHOLDERS’ EQUITY | ||||
Preferred stock value | ||||
Common shares value | ||||
Additional paid in capital | 4,024 | 4,024 | ||
Accumulated other comprehensive income (loss) | ||||
Retained earnings | (4,568) | (4,237) | ||
Total equity | (544) | (213) | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ (1,314) | $ (1,163) |
Quarterly Financial Statement_5
Quarterly Financial Statements (Unaudited) (Details) - Schedule of balance sheet (Parentheticals) - As Restated [Member] - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 81,982,392 | 81,938,668 | 81,400,199 |
Common stock, shares outstanding | 81,982,392 | 81,938,668 | 81,400,199 |
Quarterly Financial Statement_6
Quarterly Financial Statements (Unaudited) (Details) - Schedule of operations - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
As Reported [Member] | |||||||
Condensed Income Statements, Captions [Line Items] | |||||||
REVENUE | $ 58,780 | $ 50,716 | $ 52,682 | $ 103,398 | $ 161,972 | ||
COST OF GOODS SOLD | 52,836 | 42,750 | 45,905 | 89,534 | 140,304 | ||
GROSS PROFIT | 5,944 | 7,966 | 6,777 | 13,864 | 21,668 | ||
OPERATING EXPENSES | 13,604 | 15,900 | 13,795 | 28,816 | 44,853 | ||
INCOME (LOSS) FROM OPERATIONS | (7,660) | (7,934) | (7,018) | (14,952) | (23,185) | ||
Interest expense | (45) | (94) | (20) | (114) | (159) | ||
Other income (expense) | (724) | 817 | (2,589) | (1,772) | (2,496) | ||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | (8,429) | (7,211) | (9,627) | (16,838) | (25,840) | ||
INCOME TAX BENEFIT (EXPENSE) | 255 | (45,985) | 1,475 | (44,510) | (44,255) | ||
NET INCOME (LOSS) | (8,174) | (53,196) | (8,152) | (61,348) | (70,095) | ||
LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | |||||||
NET INCOME (LOSS) ATTRIBUTABLE TO TATTOOED CHEF, INC. | $ (8,174) | $ (53,196) | $ (8,152) | $ (61,348) | $ (70,095) | ||
NET INCOME (LOSS) PER SHARE | |||||||
Basic (in Dollars per share) | $ (0.1) | $ (0.65) | $ (0.1) | $ (0.76) | $ (0.86) | $ 1.85 | $ 0.16 |
Diluted (in Dollars per share) | $ (0.1) | $ (0.65) | $ (0.11) | $ (0.76) | $ (0.86) | $ 1.69 | $ 0.16 |
WEIGHTED AVERAGE COMMON SHARES | |||||||
Basic (in Shares) | 81,957,170 | 81,981,428 | 79,415,105 | 81,121,795 | 81,404,348 | 36,313,821 | |
Diluted (in Shares) | 82,011,216 | 81,981,428 | 79,719,129 | 81,258,427 | 81,548,673 | 39,903,147 | |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | |||||||
Foreign currency translation adjustments | $ (808) | $ (210) | $ 109 | $ (101) | $ (909) | ||
Total other comprehensive income (loss), net of tax | (808) | (210) | 109 | (101) | (909) | ||
Comprehensive (loss) income | (8,982) | (53,406) | (8,043) | (61,449) | (71,004) | ||
Less: comprehensive income attributable to the noncontrolling interest | |||||||
Comprehensive income attributable to Tattooed Chef, Inc. stockholders | (8,982) | (53,406) | (8,043) | (61,449) | (71,004) | ||
Adoption of ASC 842 [Member] | Adjustments [Member] | |||||||
Condensed Income Statements, Captions [Line Items] | |||||||
REVENUE | |||||||
COST OF GOODS SOLD | |||||||
GROSS PROFIT | |||||||
OPERATING EXPENSES | 41 | 22 | 7 | 29 | 70 | ||
INCOME (LOSS) FROM OPERATIONS | (41) | (22) | (7) | (29) | (70) | ||
Interest expense | |||||||
Other income (expense) | |||||||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | (41) | (22) | (7) | (29) | (70) | ||
INCOME TAX BENEFIT (EXPENSE) | |||||||
NET INCOME (LOSS) | (41) | (22) | (7) | (29) | (70) | ||
LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | |||||||
NET INCOME (LOSS) ATTRIBUTABLE TO TATTOOED CHEF, INC. | $ (41) | $ (22) | $ (7) | $ (29) | $ (70) | ||
NET INCOME (LOSS) PER SHARE | |||||||
Basic (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | |||
Diluted (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | |||
WEIGHTED AVERAGE COMMON SHARES | |||||||
Basic (in Shares) | |||||||
Diluted (in Shares) | |||||||
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | |||||||
Foreign currency translation adjustments | |||||||
Total other comprehensive income (loss), net of tax | |||||||
Comprehensive (loss) income | (41) | (22) | (7) | (29) | (70) | ||
Less: comprehensive income attributable to the noncontrolling interest | |||||||
Comprehensive income attributable to Tattooed Chef, Inc. stockholders | (41) | (22) | (7) | (29) | (70) | ||
Previous Adjustments [Member] | Adjustments [Member] | |||||||
Condensed Income Statements, Captions [Line Items] | |||||||
REVENUE | (206) | (206) | |||||
COST OF GOODS SOLD | (797) | (390) | (2,066) | ||||
GROSS PROFIT | 591 | 390 | 1,860 | ||||
OPERATING EXPENSES | 1,160 | 394 | 2,433 | ||||
INCOME (LOSS) FROM OPERATIONS | (569) | (4) | (573) | ||||
Interest expense | |||||||
Other income (expense) | |||||||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | (569) | (4) | (573) | ||||
INCOME TAX BENEFIT (EXPENSE) | |||||||
NET INCOME (LOSS) | (569) | (4) | (573) | ||||
LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | |||||||
NET INCOME (LOSS) ATTRIBUTABLE TO TATTOOED CHEF, INC. | $ (569) | $ (4) | $ (573) | ||||
NET INCOME (LOSS) PER SHARE | |||||||
Basic (in Dollars per share) | $ (0.01) | $ 0 | |||||
Diluted (in Dollars per share) | $ (0.01) | $ 0 | |||||
WEIGHTED AVERAGE COMMON SHARES | |||||||
Basic (in Shares) | 825,000 | ||||||
Diluted (in Shares) | 825,000 | ||||||
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | |||||||
Foreign currency translation adjustments | |||||||
Total other comprehensive income (loss), net of tax | |||||||
Comprehensive (loss) income | (569) | (4) | (573) | ||||
Less: comprehensive income attributable to the noncontrolling interest | |||||||
Comprehensive income attributable to Tattooed Chef, Inc. stockholders | (569) | (4) | (573) | ||||
Current Adjustments [Member] | Adjustments [Member] | |||||||
Condensed Income Statements, Captions [Line Items] | |||||||
REVENUE | (425) | (240) | (213) | (453) | (878) | ||
COST OF GOODS SOLD | (226) | (226) | (226) | ||||
GROSS PROFIT | (425) | (240) | 13 | (227) | (652) | ||
OPERATING EXPENSES | 42 | (951) | 288 | (663) | (621) | ||
INCOME (LOSS) FROM OPERATIONS | (467) | 711 | (275) | 436 | (31) | ||
Interest expense | |||||||
Other income (expense) | 136 | (84) | (92) | (176) | (40) | ||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | (331) | 627 | (367) | 260 | (71) | ||
INCOME TAX BENEFIT (EXPENSE) | (4,024) | (4,024) | (4,024) | ||||
NET INCOME (LOSS) | (331) | (3,397) | (367) | (3,764) | (4,095) | ||
LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | |||||||
NET INCOME (LOSS) ATTRIBUTABLE TO TATTOOED CHEF, INC. | $ (331) | $ (3,397) | $ (367) | $ (3,764) | $ (4,095) | ||
NET INCOME (LOSS) PER SHARE | |||||||
Basic (in Dollars per share) | $ 0 | $ (0.04) | $ (0.01) | $ (0.05) | $ (0.05) | ||
Diluted (in Dollars per share) | $ 0 | $ (0.04) | $ (0.01) | $ (0.05) | $ (0.05) | ||
WEIGHTED AVERAGE COMMON SHARES | |||||||
Basic (in Shares) | |||||||
Diluted (in Shares) | |||||||
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | |||||||
Foreign currency translation adjustments | |||||||
Total other comprehensive income (loss), net of tax | |||||||
Comprehensive (loss) income | (331) | (3,397) | (367) | (3,764) | (4,095) | ||
Less: comprehensive income attributable to the noncontrolling interest | |||||||
Comprehensive income attributable to Tattooed Chef, Inc. stockholders | (331) | (3,397) | (367) | (3,764) | (4,095) | ||
As Restated [Member] | |||||||
Condensed Income Statements, Captions [Line Items] | |||||||
REVENUE | 58,355 | 50,270 | 52,469 | 102,739 | 161,094 | ||
COST OF GOODS SOLD | 52,836 | 41,953 | 45,289 | 87,242 | 140,078 | ||
GROSS PROFIT | 5,519 | 8,317 | 7,180 | 15,497 | 21,016 | ||
OPERATING EXPENSES | 13,687 | 16,131 | 14,484 | 30,615 | 44,302 | ||
INCOME (LOSS) FROM OPERATIONS | (8,168) | (7,814) | (7,304) | (15,118) | (23,286) | ||
Interest expense | (45) | (94) | (20) | (114) | (159) | ||
Other income (expense) | (588) | 733 | (2,681) | (1,948) | (2,536) | ||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | (8,801) | (7,175) | (10,005) | (17,180) | (25,981) | ||
INCOME TAX BENEFIT (EXPENSE) | 255 | (50,009) | 1,475 | (48,534) | (48,279) | ||
NET INCOME (LOSS) | (8,546) | (57,184) | (8,530) | (65,714) | (74,260) | ||
LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | |||||||
NET INCOME (LOSS) ATTRIBUTABLE TO TATTOOED CHEF, INC. | $ (8,546) | $ (57,184) | $ (8,530) | $ (65,714) | $ (74,260) | ||
NET INCOME (LOSS) PER SHARE | |||||||
Basic (in Dollars per share) | $ (0.1) | $ (0.7) | $ (0.11) | $ (0.81) | $ (0.91) | ||
Diluted (in Dollars per share) | $ (0.1) | $ (0.7) | $ (0.12) | $ (0.81) | $ (0.91) | ||
WEIGHTED AVERAGE COMMON SHARES | |||||||
Basic (in Shares) | 81,957,170 | 81,981,428 | 80,240,105 | 81,121,795 | 81,404,348 | ||
Diluted (in Shares) | 82,011,216 | 81,981,428 | 80,544,129 | 81,258,427 | 81,548,673 | ||
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | |||||||
Foreign currency translation adjustments | $ (808) | $ (210) | $ 109 | $ (101) | $ (909) | ||
Total other comprehensive income (loss), net of tax | (808) | (210) | 109 | (101) | (909) | ||
Comprehensive (loss) income | (9,354) | (57,394) | (8,421) | (65,815) | (75,169) | ||
Less: comprehensive income attributable to the noncontrolling interest | |||||||
Comprehensive income attributable to Tattooed Chef, Inc. stockholders | $ (9,354) | $ (57,394) | $ (8,421) | $ (65,815) | $ (75,169) |
Quarterly Financial Statement_7
Quarterly Financial Statements (Unaudited) (Details) - Schedule of stockholders’ equity - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | |
As Reported [Member] | |||||
Quarterly Financial Statements (Unaudited) (Details) - Schedule of stockholders’ equity [Line Items] | |||||
BALANCE | $ 233,109,000 | $ 287,357,000 | $ 229,160,000 | $ 229,160,000 | $ 228,503,000 |
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | (808,000) | (210,000) | 109,000 | (101,000) | (909,000) |
DISTRIBUTION | (308,000) | (308,000) | (308,000) | ||
STOCK-BASED COMPENSATION | 733,000 | 582,000 | 3,185,000 | 3,767,000 | 4,499,000 |
NON-EMPLOYEE STOCK-BASED COMPENSATION | 109,000 | 181,000 | 181,000 | 290,000 | |
FORFEITURE OF STOCK-BASED AWARDS | (445,000) | (445,000) | (445,000) | ||
EXERCISE OF WARRANTS | 1,022,000 | 71,000 | 63,362,000 | 63,434,000 | 64,456,000 |
NET LOSS | (8,174,000) | (53,196,000) | (8,152,000) | (61,348,000) | (70,095,000) |
BALANCE | $ 225,991,000 | $ 234,340,000 | $ 287,356,000 | $ 234,340,000 | $ 225,991,000 |
As Reported [Member] | Common Stock [Member] | |||||
Quarterly Financial Statements (Unaudited) (Details) - Schedule of stockholders’ equity [Line Items] | |||||
BALANCE (in Shares) | 81,938,668 | 81,400,199 | 71,551,067 | 71,551,067 | 71,551,067 |
BALANCE | $ 8,000 | $ 8,000 | $ 7,000 | $ 7,000 | $ 7,000 |
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | |||||
DISTRIBUTION | |||||
STOCK-BASED COMPENSATION | |||||
NON-EMPLOYEE STOCK-BASED COMPENSATION (in Shares) | 4,918 | 835,000 | 835,000 | 839,918 | |
NON-EMPLOYEE STOCK-BASED COMPENSATION | |||||
FORFEITURE OF STOCK-BASED AWARDS (in Shares) | (300,000) | (95,084) | (395,084) | (395,084) | |
FORFEITURE OF STOCK-BASED AWARDS | |||||
CANCELLATION OF TREASURY SHARES | $ (81,087) | $ (81,087) | $ (81,087) | ||
EXERCISE OF WARRANTS (in Shares) | 38,806 | 3,469 | 10,025,303 | 10,028,772 | 10,067,578 |
EXERCISE OF WARRANTS | $ 1,000 | $ 1,000 | $ 1,000 | ||
NET LOSS | |||||
BALANCE (in Shares) | 81,982,392 | 81,938,668 | 81,400,199 | 81,938,668 | 81,982,392 |
BALANCE | $ 8,000 | $ 8,000 | $ 8,000 | $ 8,000 | $ 8,000 |
As Reported [Member] | Treasury Shares [Member] | |||||
Quarterly Financial Statements (Unaudited) (Details) - Schedule of stockholders’ equity [Line Items] | |||||
BALANCE (in Shares) | (81,087) | (81,087) | (81,087) | ||
NON-EMPLOYEE STOCK-BASED COMPENSATION (in Shares) | |||||
FORFEITURE OF STOCK-BASED AWARDS (in Shares) | |||||
CANCELLATION OF TREASURY SHARES | $ 81,087 | $ 81,087 | $ 81,087 | ||
EXERCISE OF WARRANTS (in Shares) | |||||
BALANCE (in Shares) | |||||
As Reported [Member] | Additional Paid-In Capital [Member] | |||||
Quarterly Financial Statements (Unaudited) (Details) - Schedule of stockholders’ equity [Line Items] | |||||
BALANCE | 231,359,000 | $ 164,423,000 | $ 164,423,000 | $ 164,424,000 | |
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | |||||
DISTRIBUTION | |||||
STOCK-BASED COMPENSATION | 733,000 | 3,185,000 | 3,767,000 | 4,499,000 | |
NON-EMPLOYEE STOCK-BASED COMPENSATION | 109,000 | 181,000 | 290,000 | ||
FORFEITURE OF STOCK-BASED AWARDS | (445,000) | (445,000) | |||
EXERCISE OF WARRANTS | 1,022,000 | 63,361,000 | 63,433,000 | 64,455,000 | |
NET LOSS | |||||
BALANCE | 233,223,000 | 230,969,000 | 231,359,000 | 233,223,000 | |
As Reported [Member] | Accumulated Comprehensive Income (Loss) [Member] | |||||
Quarterly Financial Statements (Unaudited) (Details) - Schedule of stockholders’ equity [Line Items] | |||||
BALANCE | (100,000) | 110,000 | 1,000 | 1,000 | 1,000 |
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | (808,000) | (210,000) | 109,000 | (101,000) | (909,000) |
DISTRIBUTION | |||||
STOCK-BASED COMPENSATION | |||||
NON-EMPLOYEE STOCK-BASED COMPENSATION | |||||
FORFEITURE OF STOCK-BASED AWARDS | |||||
EXERCISE OF WARRANTS | |||||
NET LOSS | |||||
BALANCE | (908,000) | (100,000) | 110,000 | (100,000) | (908,000) |
As Reported [Member] | Retained Earnings (Deficit) [Member] | |||||
Quarterly Financial Statements (Unaudited) (Details) - Schedule of stockholders’ equity [Line Items] | |||||
BALANCE | 1,842,000 | 56,269,000 | 64,729,000 | 64,729,000 | 64,071,000 |
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | |||||
DISTRIBUTION | (308,000) | (308,000) | (308,000) | ||
STOCK-BASED COMPENSATION | |||||
NON-EMPLOYEE STOCK-BASED COMPENSATION | |||||
FORFEITURE OF STOCK-BASED AWARDS | |||||
EXERCISE OF WARRANTS | |||||
NET LOSS | (8,174,000) | (53,196,000) | (8,152,000) | (61,348,000) | (70,095,000) |
BALANCE | (6,332,000) | 3,073,000 | 56,269,000 | 3,073,000 | (6,332,000) |
Adjustments [Member] | |||||
ADJUSTMENTS | |||||
BALANCE | (242,000) | 2,515,000 | 2,894,000 | 2,893,000 | 3,551,000 |
NET LOSS | (372,000) | (3,988,000) | (378,000) | (4,366,000) | (4,165,000) |
TOTAL ADJUSTMENTS | (614,000) | (1,473,000) | 2,516,000 | (1,473,000) | (614,000) |
Adjustments [Member] | Additional Paid-In Capital [Member] | |||||
ADJUSTMENTS | |||||
BALANCE | 4,024,000 | 4,025,000 | 4,024,000 | 4,024,000 | |
TOTAL ADJUSTMENTS | 4,024,000 | 4,025,000 | 4,024,000 | 4,024,000 | |
Adjustments [Member] | Retained Earnings (Deficit) [Member] | |||||
ADJUSTMENTS | |||||
BALANCE | (4,266,000) | (1,509,000) | (1,131,000) | (1,131,000) | (473,000) |
NET LOSS | (372,000) | (3,988,000) | (378,000) | (4,366,000) | (4,165,000) |
TOTAL ADJUSTMENTS | (4,638,000) | (5,497,000) | (1,509,000) | (5,497,000) | (4,638,000) |
As Restated [Member] | |||||
Quarterly Financial Statements (Unaudited) (Details) - Schedule of stockholders’ equity [Line Items] | |||||
BALANCE | 232,867,000 | 289,872,000 | 232,054,000 | 232,053,000 | |
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | (808,000) | (210,000) | 109,000 | (101,000) | |
DISTRIBUTION | (308,000) | (308,000) | (308,000) | ||
STOCK-BASED COMPENSATION | 733,000 | 582,000 | 3,185,000 | 3,767,000 | 4,499,000 |
NON-EMPLOYEE STOCK-BASED COMPENSATION | 109,000 | 181,000 | 181,000 | ||
FORFEITURE OF STOCK-BASED AWARDS | (445,000) | (445,000) | (445,000) | ||
EXERCISE OF WARRANTS | 1,022,000 | 71,000 | 63,362,000 | 63,434,000 | 64,456,000 |
NET LOSS | (8,546,000) | (57,184,000) | (8,530,000) | (65,714,000) | (74,260,000) |
BALANCE | $ 225,377,000 | $ 232,867,000 | $ 289,872,000 | $ 232,867,000 | 225,377,000 |
As Restated [Member] | Common Stock [Member] | |||||
Quarterly Financial Statements (Unaudited) (Details) - Schedule of stockholders’ equity [Line Items] | |||||
BALANCE (in Shares) | 81,938,668 | 81,400,199 | 71,551,067 | 71,551,067 | |
BALANCE | $ 8,000 | $ 8,000 | $ 7,000 | $ 7,000 | |
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | |||||
DISTRIBUTION | |||||
STOCK-BASED COMPENSATION | |||||
NON-EMPLOYEE STOCK-BASED COMPENSATION (in Shares) | 4,918 | 835,000 | 835,000 | ||
NON-EMPLOYEE STOCK-BASED COMPENSATION | |||||
FORFEITURE OF STOCK-BASED AWARDS (in Shares) | (300,000) | (95,084) | (395,084) | (395,084) | |
FORFEITURE OF STOCK-BASED AWARDS | |||||
CANCELLATION OF TREASURY SHARES | $ (81,087) | $ (81,087) | $ (81,087) | ||
EXERCISE OF WARRANTS (in Shares) | 38,806 | 3,469 | 10,025,303 | 10,028,772 | 10,067,578 |
EXERCISE OF WARRANTS | $ 1,000 | $ 1,000 | $ 1,000 | ||
NET LOSS | |||||
BALANCE (in Shares) | 81,982,392 | 81,938,668 | 81,400,199 | 81,938,668 | 81,982,392 |
BALANCE | $ 8,000 | $ 8,000 | $ 8,000 | $ 8,000 | $ 8,000 |
As Restated [Member] | Treasury Shares [Member] | |||||
Quarterly Financial Statements (Unaudited) (Details) - Schedule of stockholders’ equity [Line Items] | |||||
BALANCE (in Shares) | (81,087) | (81,087) | |||
NON-EMPLOYEE STOCK-BASED COMPENSATION (in Shares) | |||||
FORFEITURE OF STOCK-BASED AWARDS (in Shares) | |||||
CANCELLATION OF TREASURY SHARES | $ 81,087 | $ 81,087 | $ 81,087 | ||
EXERCISE OF WARRANTS (in Shares) | |||||
BALANCE (in Shares) | |||||
As Restated [Member] | Additional Paid-In Capital [Member] | |||||
Quarterly Financial Statements (Unaudited) (Details) - Schedule of stockholders’ equity [Line Items] | |||||
BALANCE | 235,383,000 | $ 168,448,000 | $ 168,447,000 | ||
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | |||||
DISTRIBUTION | |||||
STOCK-BASED COMPENSATION | 733,000 | 3,185,000 | 3,767,000 | 4,499,000 | |
NON-EMPLOYEE STOCK-BASED COMPENSATION | 109,000 | 181,000 | |||
FORFEITURE OF STOCK-BASED AWARDS | (445,000) | (445,000) | |||
EXERCISE OF WARRANTS | 1,022,000 | 63,361,000 | 63,433,000 | 64,455,000 | |
NET LOSS | |||||
BALANCE | 237,247,000 | 234,994,000 | 235,383,000 | 237,247,000 | |
As Restated [Member] | Accumulated Comprehensive Income (Loss) [Member] | |||||
Quarterly Financial Statements (Unaudited) (Details) - Schedule of stockholders’ equity [Line Items] | |||||
BALANCE | (100,000) | 110,000 | 1,000 | 1,000 | |
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | (808,000) | (210,000) | 109,000 | (101,000) | |
DISTRIBUTION | |||||
STOCK-BASED COMPENSATION | |||||
NON-EMPLOYEE STOCK-BASED COMPENSATION | |||||
FORFEITURE OF STOCK-BASED AWARDS | |||||
EXERCISE OF WARRANTS | |||||
NET LOSS | |||||
BALANCE | (908,000) | (100,000) | 110,000 | (100,000) | (908,000) |
As Restated [Member] | Retained Earnings (Deficit) [Member] | |||||
Quarterly Financial Statements (Unaudited) (Details) - Schedule of stockholders’ equity [Line Items] | |||||
BALANCE | (2,424,000) | 54,760,000 | 63,598,000 | 63,598,000 | |
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | |||||
DISTRIBUTION | (308,000) | (308,000) | (308,000) | ||
STOCK-BASED COMPENSATION | |||||
NON-EMPLOYEE STOCK-BASED COMPENSATION | |||||
FORFEITURE OF STOCK-BASED AWARDS | |||||
EXERCISE OF WARRANTS | |||||
NET LOSS | (8,546,000) | (57,184,000) | (8,530,000) | (65,714,000) | (74,260,000) |
BALANCE | $ (10,970,000) | $ (2,424,000) | $ 54,760,000 | $ (2,424,000) | (10,970,000) |
As Restated [Member] | |||||
Quarterly Financial Statements (Unaudited) (Details) - Schedule of stockholders’ equity [Line Items] | |||||
BALANCE | 232,054,000 | ||||
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | (909,000) | ||||
NON-EMPLOYEE STOCK-BASED COMPENSATION | $ 290,000 | ||||
As Restated [Member] | Common Stock [Member] | |||||
Quarterly Financial Statements (Unaudited) (Details) - Schedule of stockholders’ equity [Line Items] | |||||
BALANCE (in Shares) | 71,551,067 | ||||
BALANCE | $ 7,000 | ||||
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | |||||
NON-EMPLOYEE STOCK-BASED COMPENSATION (in Shares) | 839,918 | ||||
NON-EMPLOYEE STOCK-BASED COMPENSATION | |||||
As Restated [Member] | Treasury Shares [Member] | |||||
Quarterly Financial Statements (Unaudited) (Details) - Schedule of stockholders’ equity [Line Items] | |||||
BALANCE (in Shares) | (81,087) | ||||
NON-EMPLOYEE STOCK-BASED COMPENSATION (in Shares) | |||||
As Restated [Member] | Additional Paid-In Capital [Member] | |||||
Quarterly Financial Statements (Unaudited) (Details) - Schedule of stockholders’ equity [Line Items] | |||||
BALANCE | $ 168,448,000 | ||||
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | |||||
NON-EMPLOYEE STOCK-BASED COMPENSATION | 290,000 | ||||
As Restated [Member] | Accumulated Comprehensive Income (Loss) [Member] | |||||
Quarterly Financial Statements (Unaudited) (Details) - Schedule of stockholders’ equity [Line Items] | |||||
BALANCE | 1,000 | ||||
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | (909,000) | ||||
NON-EMPLOYEE STOCK-BASED COMPENSATION | |||||
As Restated [Member] | Retained Earnings (Deficit) [Member] | |||||
Quarterly Financial Statements (Unaudited) (Details) - Schedule of stockholders’ equity [Line Items] | |||||
BALANCE | 63,598,000 | ||||
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | |||||
NON-EMPLOYEE STOCK-BASED COMPENSATION |
Quarterly Financial Statement_8
Quarterly Financial Statements (Unaudited) (Details) - Schedule of cash flow - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
As Reported [Member] | |||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net income (loss) | $ (8,152) | $ (61,348) | $ (70,095) | ||
Adjustments to reconcile net income (loss) to net cash from operating activities: | |||||
Depreciation | 552 | 1,448 | 2,514 | ||
Bad debt expense | 122 | 311 | 539 | ||
Accretion of debt financing costs | 3 | 4 | $ 1,013 | ||
Revaluation of warrant liability | (320) | 51 | (158) | ||
Unrealized forward contract loss | 2,181 | 1,074 | 2,342 | (866) | |
Stock compensation expense | 3,185 | 3,502 | 4,344 | ||
Deferred taxes, net | (1,749) | 43,525 | 43,525 | ||
Non-cash lease cost | |||||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (13,926) | (1,772) | (3,450) | ||
Inventory | (41) | (8,988) | (4,099) | ||
Prepaid expenses and other assets | (7,359) | (3,641) | (3,090) | ||
Accounts payable | 4,534 | (1,961) | (6,554) | ||
Accrued expenses | 3,173 | 2,571 | 1,841 | ||
Deferred revenue | (737) | (761) | (1,077) | ||
Other current liabilities | 963 | 1,614 | 289 | ||
Net cash used in operating activities | (17,574) | (24,372) | (33,125) | 13,367 | $ 1,076 |
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Net change in line of credit | 4 | 2,093 | 3,295 | ||
Borrowings of notes payable to related parties | |||||
Repayments of notes payable to related parties | (24) | (42) | (59) | ||
Borrowings of notes payable | 1,168 | 1,168 | |||
Repayments of notes payable | (87) | (140) | (296) | ||
Capital contributions | |||||
Proceeds from the exercise of warrants | 73,917 | 73,957 | 74,316 | ||
Distribution | (308) | (308) | (308) | ||
Net cash provided by financing activities | 73,502 | 76,728 | 78,116 | ||
NET INCREASE IN CASH | 53,076 | 8,298 | (1,975) | ||
EFFECT OF EXCHANGE RATE ON CASH | 506 | 305 | (128) | ||
CASH AT BEGINNING OF PERIOD | 131,579 | 131,579 | 131,579 | ||
CASH AT END OF PERIOD | 185,161 | 140,182 | 129,476 | 131,579 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||||
Interest | 1 | 100 | 145 | ||
Income taxes | 249 | 759 | |||
Cashless warrant exercises | 2,990 | ||||
Capital expenditures included in accounts payable | 1,328 | 776 | 1,049 | ||
Purchases of property, plant and equipment | (2,852) | (10,140) | (13,048) | ||
Acquisition of subsidiaries, net of cash acquired | (33,918) | (33,918) | |||
Proceeds from sale of property, plant and equipment | |||||
Net cash used in investing activities | (2,852) | (44,058) | (46,966) | ||
Adoption of ASC 842 [Member] | Adjustments [Member] | |||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net income (loss) | (7) | (29) | (70) | ||
Adjustments to reconcile net income (loss) to net cash from operating activities: | |||||
Depreciation | 14 | 39 | |||
Bad debt expense | |||||
Accretion of debt financing costs | |||||
Revaluation of warrant liability | |||||
Unrealized forward contract loss | |||||
Stock compensation expense | |||||
Deferred taxes, net | |||||
Non-cash lease cost | 27 | 44 | 59 | ||
Changes in operating assets and liabilities: | |||||
Accounts receivable | |||||
Inventory | |||||
Prepaid expenses and other assets | 27 | 28 | 39 | ||
Accounts payable | |||||
Accrued expenses | |||||
Deferred revenue | |||||
Other current liabilities | (47) | (57) | (67) | ||
Net cash used in operating activities | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Net change in line of credit | |||||
Borrowings of notes payable to related parties | |||||
Repayments of notes payable to related parties | |||||
Borrowings of notes payable | |||||
Repayments of notes payable | |||||
Capital contributions | |||||
Proceeds from the exercise of warrants | |||||
Distribution | |||||
Net cash provided by financing activities | |||||
NET INCREASE IN CASH | |||||
EFFECT OF EXCHANGE RATE ON CASH | |||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||||
Interest | |||||
Income taxes | |||||
Capital expenditures included in accounts payable | |||||
Purchases of property, plant and equipment | |||||
Acquisition of subsidiaries, net of cash acquired | |||||
Proceeds from sale of property, plant and equipment | |||||
Net cash used in investing activities | |||||
Previous Adjustments [Member] | Adjustments [Member] | |||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net income (loss) | (4) | (573) | |||
Adjustments to reconcile net income (loss) to net cash from operating activities: | |||||
Depreciation | |||||
Bad debt expense | |||||
Accretion of debt financing costs | |||||
Revaluation of warrant liability | |||||
Unrealized forward contract loss | |||||
Stock compensation expense | |||||
Deferred taxes, net | |||||
Non-cash lease cost | |||||
Changes in operating assets and liabilities: | |||||
Accounts receivable | |||||
Inventory | 4 | 573 | |||
Prepaid expenses and other assets | |||||
Accounts payable | |||||
Accrued expenses | |||||
Deferred revenue | |||||
Other current liabilities | |||||
Net cash used in operating activities | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Net change in line of credit | |||||
Borrowings of notes payable to related parties | |||||
Repayments of notes payable to related parties | |||||
Borrowings of notes payable | |||||
Repayments of notes payable | |||||
Capital contributions | |||||
Proceeds from the exercise of warrants | |||||
Distribution | |||||
Net cash provided by financing activities | |||||
NET INCREASE IN CASH | |||||
EFFECT OF EXCHANGE RATE ON CASH | |||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||||
Cashless warrant exercises | (2,990) | ||||
Purchases of property, plant and equipment | |||||
Acquisition of subsidiaries, net of cash acquired | |||||
Proceeds from sale of property, plant and equipment | |||||
Net cash used in investing activities | |||||
Current Adjustments [Member] | Adjustments [Member] | |||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net income (loss) | (367) | (3,764) | (4,095) | ||
Adjustments to reconcile net income (loss) to net cash from operating activities: | |||||
Depreciation | |||||
Bad debt expense | |||||
Accretion of debt financing costs | |||||
Revaluation of warrant liability | |||||
Unrealized forward contract loss | |||||
Stock compensation expense | 288 | ||||
Deferred taxes, net | 4,024 | 4,024 | |||
Non-cash lease cost | |||||
Changes in operating assets and liabilities: | |||||
Accounts receivable | 914 | (548) | (397) | ||
Inventory | (942) | ||||
Prepaid expenses and other assets | |||||
Accounts payable | (496) | ||||
Accrued expenses | (226) | (649) | (649) | ||
Deferred revenue | 737 | 761 | 1,077 | ||
Other current liabilities | 92 | 176 | 40 | ||
Net cash used in operating activities | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Net change in line of credit | |||||
Borrowings of notes payable to related parties | |||||
Repayments of notes payable to related parties | |||||
Borrowings of notes payable | |||||
Repayments of notes payable | |||||
Capital contributions | |||||
Proceeds from the exercise of warrants | |||||
Distribution | |||||
Net cash provided by financing activities | |||||
NET INCREASE IN CASH | |||||
EFFECT OF EXCHANGE RATE ON CASH | |||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||||
Interest | |||||
Income taxes | |||||
Capital expenditures included in accounts payable | |||||
Purchases of property, plant and equipment | |||||
Acquisition of subsidiaries, net of cash acquired | |||||
Proceeds from sale of property, plant and equipment | |||||
Net cash used in investing activities | |||||
Re- Classification [Member] | |||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net income (loss) | |||||
Adjustments to reconcile net income (loss) to net cash from operating activities: | |||||
Depreciation | |||||
Bad debt expense | |||||
Accretion of debt financing costs | |||||
Revaluation of warrant liability | |||||
Unrealized forward contract loss | |||||
Stock compensation expense | |||||
Deferred taxes, net | |||||
Non-cash lease cost | |||||
Changes in operating assets and liabilities: | |||||
Accounts receivable | |||||
Inventory | |||||
Prepaid expenses and other assets | |||||
Accounts payable | 1,270 | 1,297 | |||
Accrued expenses | |||||
Deferred revenue | |||||
Other current liabilities | (1,270) | (1,297) | |||
Net cash used in operating activities | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Net change in line of credit | |||||
Borrowings of notes payable to related parties | |||||
Repayments of notes payable to related parties | |||||
Borrowings of notes payable | |||||
Repayments of notes payable | |||||
Capital contributions | |||||
Proceeds from the exercise of warrants | |||||
Distribution | |||||
Net cash provided by financing activities | |||||
NET INCREASE IN CASH | |||||
EFFECT OF EXCHANGE RATE ON CASH | |||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||||
Purchases of property, plant and equipment | |||||
Acquisition of subsidiaries, net of cash acquired | |||||
Proceeds from sale of property, plant and equipment | |||||
Net cash used in investing activities | |||||
As Restated [Member] | |||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net income (loss) | (8,530) | (65,714) | (74,260) | ||
Adjustments to reconcile net income (loss) to net cash from operating activities: | |||||
Depreciation | 552 | 1,462 | 2,553 | ||
Bad debt expense | 122 | 311 | 539 | ||
Accretion of debt financing costs | 3 | 4 | |||
Revaluation of warrant liability | (320) | 51 | (158) | ||
Unrealized forward contract loss | 2,181 | 1,074 | 2,342 | ||
Stock compensation expense | 3,473 | 3,502 | 4,344 | ||
Deferred taxes, net | (1,749) | 47,549 | 47,549 | ||
Non-cash lease cost | 27 | 44 | 59 | ||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (13,012) | (2,320) | (3,847) | ||
Inventory | (979) | (8,415) | (4,099) | ||
Prepaid expenses and other assets | (7,332) | (3,613) | (3,051) | ||
Accounts payable | 5,308 | (664) | (6,554) | ||
Accrued expenses | 2,947 | 1,922 | 1,192 | ||
Deferred revenue | |||||
Other current liabilities | (262) | 436 | 262 | ||
Net cash used in operating activities | (17,574) | (24,372) | (33,125) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Net change in line of credit | 4 | 2,093 | 3,295 | ||
Borrowings of notes payable to related parties | |||||
Repayments of notes payable to related parties | (24) | (42) | (59) | ||
Borrowings of notes payable | 1,168 | 1,168 | |||
Repayments of notes payable | (87) | (140) | (296) | ||
Capital contributions | |||||
Proceeds from the exercise of warrants | 73,917 | 73,957 | 74,316 | ||
Distribution | (308) | (308) | (308) | ||
Net cash provided by financing activities | 73,502 | 76,728 | 78,116 | ||
NET INCREASE IN CASH | 53,076 | 8,298 | (1,975) | ||
EFFECT OF EXCHANGE RATE ON CASH | 506 | 305 | (128) | ||
CASH AT BEGINNING OF PERIOD | 131,579 | 131,579 | 131,579 | ||
CASH AT END OF PERIOD | 185,161 | 140,182 | 129,476 | $ 131,579 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||||
Interest | 1 | 100 | 145 | ||
Income taxes | 249 | 759 | |||
Cashless warrant exercises | |||||
Capital expenditures included in accounts payable | 1,328 | 776 | 1,049 | ||
Purchases of property, plant and equipment | (2,852) | (10,140) | (13,048) | ||
Acquisition of subsidiaries, net of cash acquired | (33,918) | (33,918) | |||
Proceeds from sale of property, plant and equipment | |||||
Net cash used in investing activities | $ (2,852) | $ (44,058) | $ (46,966) |