Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 17, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Entity Registrant Name | BurgerFi International, Inc. | |
Entity Central Index Key | 0001723580 | |
Amendment Flag | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 17,838,476 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-38417 | |
Entity Tax Identification Number | 82-2418815 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 105 U.S. Highway 1 | |
Entity Address, City or Town | North Palm Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33408 | |
City Area Code | 561 | |
Local Phone Number | 844-5528 | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | BFI | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | BFIIW | |
Title of 12(b) Security | Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 34,654 | $ 37,150 |
Cash - restricted | 2,124 | 3,233 |
Accounts receivable, net | 695 | 718 |
Inventory | 232 | 268 |
Deferred income taxes | 713 | |
Asset held for sale | 732 | 732 |
Other current assets | 1,460 | 1,607 |
TOTAL CURRENT ASSETS | 39,897 | 44,421 |
PROPERTY & EQUIPMENT, net | 9,263 | 8,004 |
DUE FROM RELATED COMPANIES | 97 | 74 |
GOODWILL | 119,955 | 119,542 |
INTANGIBLE ASSETS | 115,051 | 116,824 |
OTHER ASSETS | 258 | 251 |
TOTAL ASSETS | 284,521 | 289,116 |
CURRENT LIABILITIES | ||
Accounts payable - trade | 2,686 | 1,678 |
Accrued expense | 969 | 1,203 |
Other deposit | 907 | 907 |
Other liabilities | 803 | 430 |
Deferred initial franchise fees, current portion | 466 | 490 |
Notes payable - current | 1,203 | 1,438 |
Revolving line of credit | 0 | 3,012 |
TOTAL CURRENT LIABILITIES | 7,034 | 9,158 |
NON-CURRENT LIABILITIES | ||
Deferred initial franchise fees, net of current portion | 2,845 | 2,816 |
Warrant liability | 21,462 | 16,516 |
Notes Payable | 1,633 | 1,522 |
Deferred rent | 160 | 29 |
TOTAL LIABILITIES | 33,134 | 30,041 |
COMMITMENTS AND CONTINGENCIES - Note 10 | ||
Stockholders' equity | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized, 17,830,507 and 17,541,838 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 2 | 2 |
Additional paid-in capital | 261,820 | 261,298 |
Accumulated deficit | (10,435) | (2,225) |
TOTAL STOCKHOLDERS' EQUITY | 251,387 | 259,075 |
TOTAL LIABILITIES AND MEMBERS' EQUITY | $ 284,521 | $ 289,116 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Common stock par value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 100,000,000 | 100,000,000 |
Common stock shares issued | 17,830,507 | 17,541,838 |
Common stock shares outstanding | 17,830,507 | 17,541,838 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Business Acquisition [Line Items] | ||
TOTAL REVENUE | $ 11,035 | $ 8,337 |
Restaurant level operating expenses: | ||
Food, beverage and paper costs | 2,432 | 1,844 |
Labor and related expenses | 2,290 | 1,895 |
Other operating expenses | 1,841 | 981 |
Occupancy and related expenses | 792 | 569 |
General and administrative expenses | 2,985 | 1,586 |
Share-based compensation expense | 522 | |
Depreciation and amortization expense | 2,108 | 244 |
Brand development and co-op advertising expense | 722 | 470 |
TOTAL OPERATING EXPENSES | 13,692 | 7,589 |
OPERATING (LOSS) INCOME | (2,657) | 748 |
Other income | 114 | 59 |
Loss on change in value of warrant liability | (4,946) | |
Interest expense | (8) | (30) |
(Loss) Income before income taxes | (7,497) | 777 |
Income tax expense | (713) | |
Net (Loss) Income | (8,210) | 777 |
Net Income Attributable to Non-Controlling Interests (predecessor) | 5 | |
Net (Loss) Income Attributable to common shareholders (successor) and Controlling Interests (predecessor) | $ (8,210) | 772 |
Weighted average common shares outstanding | ||
Basic and Diluted | 17,814,336 | |
Net (loss) income per common share | ||
Basic and Diluted | $ (0.46) | |
Restaurant Sales Revenues [Member] | ||
Business Acquisition [Line Items] | ||
TOTAL REVENUE | $ 8,506 | 6,123 |
Royalty And Other Revenues [Member] | ||
Business Acquisition [Line Items] | ||
TOTAL REVENUE | 1,910 | 1,696 |
Royalty Brand Development And Coop Revenues [Member] | ||
Business Acquisition [Line Items] | ||
TOTAL REVENUE | 511 | 417 |
Franchise Fees [Member] | ||
Business Acquisition [Line Items] | ||
TOTAL REVENUE | $ 108 | $ 101 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders'/Members' Equity - USD ($) $ in Thousands | Total | Controlling Interest [Member] | NonControlling Interest [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit |
Beginning balance at Dec. 31, 2019 | $ 2,507 | $ 2,492 | $ 15 | |||
Net (loss) income | 777 | 772 | 5 | |||
Contributions | 0 | |||||
Distributions | (20) | (20) | ||||
Ending balance at Mar. 31, 2020 | 3,264 | $ 3,244 | $ 20 | |||
Net (loss) income | (8,210) | $ (8,210) | ||||
Beginning balance at Dec. 31, 2020 | 259,075 | $ 2 | $ 261,298 | (2,225) | ||
Beginning Balance , Shares at Dec. 31, 2020 | 17,541,838 | |||||
Share-based compensation | 447 | 447 | ||||
Shares issued for share-based compensation | 75 | 75 | ||||
Shares issued for share-based compensation , Shares | 5,000 | |||||
Exchange of UPO units, Value | 0 | $ 0 | ||||
Exchange of UPO units, Shares | 283,669 | |||||
Ending Balance at Mar. 31, 2021 | $ 251,387 | $ 2 | $ 261,820 | $ (10,435) | ||
Ending Balance , Shares at Mar. 31, 2021 | 17,830,507 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES | ||
Net (loss) income | $ (8,210) | $ 777 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities | ||
Provision for bad debts | 38 | |
Depreciation and amortization | 2,108 | 244 |
Gain on PPP loan forgiveness | (114) | |
Deferred income taxes | 713 | |
Share-based compensation | 522 | |
Forfeited franchise deposits | (40) | (15) |
Change in fair value of warrant liability | 4,946 | |
Changes in operating assets and liabilities, net of acquisitions | ||
Accounts receivable | (15) | 105 |
Inventory | 36 | 10 |
Other assets | 119 | 80 |
Accounts payable - trade | 1,008 | 296 |
Accrued expenses and other liabilities | (261) | (193) |
Deferred franchise fees | 45 | 119 |
Deferred Rent | 131 | 193 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 1,026 | 1,616 |
NET CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (1,564) | (910) |
Trademark cost | (22) | |
Advances to related companies | (23) | (3,110) |
Repayments from related companies | 1,972 | |
Deposit on sale | 907 | |
NET CASH USED IN INVESTING ACTIVITIES | (1,609) | (1,141) |
NET CASH FLOWS FROM FINANCING ACTIVITIES | ||
Payments on revolving line of credit | (3,012) | (300) |
Proceeds on revolving line of credit | 638 | |
Payments on notes payable | (10) | |
Members' distributions | (20) | |
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES | (3,022) | 318 |
NET (DECREASE) INCREASE IN CASH | (3,605) | 793 |
CASH, beginning of period | 40,383 | 2,417 |
CASH, end of period | $ 36,778 | $ 3,210 |
Description of Business and Org
Description of Business and Organization | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business and Organization | 1. Description of Business and Organizatio n BurgerFi International, Inc. (“BurgerFi,” the “Company,” or “Successor,” also “we,” “us,” and “our”), is a fast-casual “better burger” concept with approximately 117 franchised and corporate owned restaurants, renowned for delivering an exceptional, all-natural hand-cut go-to all-natural On December 16, 2020 ( |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 2 . Basis of Presentation The accompanying consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q 8 -03 S-X. 10-K 10-K”). The historical financial information of Opes has not been reflected in the Predecessor financial statements as these historical amounts have been determined to be not useful information to a user of the financial statements. SPACs deposit the proceeds from their initial public offerings into a segregated trust account until a business combination occurs, where such funds are then used to pay consideration for the acquiree and/or to pay stockholders who elect to redeem their shares of common stock in connection with the business combination. The operations of a SPAC, until the closing of a business combination, other than income from the trust account investments and transaction expenses, are nominal. Accordingly, no other activity in the Company was reported for periods prior to December 16, 2020 besides BurgerFi’s operations as Predecessor. Reclassifications Certain reclassifications have been made to the prior period presentation to conform to the current period presentation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingencies at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Corporate owned stores and Franchising BurgerFi has prepared its Franchise Disclosure Document as required by the United States Federal Trade Commission and has registered or will register in those states where required in order to legally sell its franchises. It is currently BurgerFi’s plan to offer franchises for sale in those states where demographics of the population represent a demand for the services. BurgerFi grants franchises to independent operators who in turn pay an initial franchise fee, royalties and other fees as stated in the franchise agreement. Store activity for the periods ended March 31, 2021 and 2020 is as follows: Three Months Ended Year Ended Franchised stores, beginning of the period 102 117 Stores opened during the period 2 9 Stores transferred/sold to the Company — (2 ) Stores closed during the period (6 ) (22 ) Franchised stores, end of the period 98 102 Three Months Ended Year Ended Corporate owned stores, beginning of the period 17 13 Stores opened during the period 2 2 Stores transferred/sold to the Company — 2 Stores closed during the period — — Corporate owned stores, end of the period 19 17 COVID-19 On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 COVID-19 COVID-19 stay-at-home dine-in take-out, off-premises saw New Accounting Standards Adopted In December 2019, the 2019-12, New Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, o The FASB issued ASU 2016-13, Financial Net Loss per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. As a result, diluted loss per common share is the same as basic loss per common share for the three months ended March 31, 2021. The Company has considered the effect of (1) warrants outstanding to purchase 15,095,000 shares of common stock (2) The historical partnership equity structure of BurgerFi did not include outstanding member units and as such, earnings per share information is omitted for the Predecessor periods. Reconciliation of Net Loss per Common Share Basic and diluted loss per common share is calculated as follows (in thousands, except per share data): Three Months Net loss attributable to common shareholders $ (8,210 ) Weighted average common shares outstanding, basic and dilu te d 17,814,336 Basic and diluted net loss per common share $ (0.46 ) Excluded from the weighted average common shares outstanding amount are warrants of 3,004,030 and UPOs of 37,687 |
Restricted Cash
Restricted Cash | 3 Months Ended |
Mar. 31, 2021 | |
Restricted Cash Disclosure [Abstract] | |
Restricted Cash | 3. Restricted Cash Restricted cash consisted of the following as of (in thousands): March 31, December 31, PPP amount held in escrow $ 2,124 $ 2,237 Cash proceeds from Business Combination held back for working capital adjustment — 996 Total Restricted Cash $ 2,124 $ 3,233 Certain amounts presented as restricted cash as of December 31, 2020 have been reclassified to cash as there are no requirements placing a restriction on such cash balances. The decrease in the PPP amount held in escrow is a consequence of PPP forgiveness on one of the loans. |
Property & Equipment
Property & Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property & Equipment | 4. Property & Equipment Property and equipment, net consisted of the following (in thousands): March 31, 2021 December 31 Leasehold improvements $ 6,651 $ 5,477 Machinery & equipment 1,727 1,548 Computer equipment 318 208 Furniture & fixtures 893 792 Vehicles 27 27 9,616 8,052 Less: Accumulated depreciation (353 ) (48 ) Property and equipment – net $ 9,263 $ 8,004 Depreciation expense for the Successor period from January 1, 2021 to March 31, 2021 and for the Predecessor period from January 1, 2020 to March 31, 2020 was $305,000 and $237,000, respectively. In conjunction with the Business Combination, the basis of all property and equipment was recognized at fair value in purchase accounting. Included within Leasehold improvements is approximately $1,025,000 and $103,000 as of March 31, 2021 and December 31, 2020 related to construction in progress. Such amounts are not depreciated until placed into service. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 5. Intangible Assets The following is a summary of the components of intangible assets and the related a c March 31, 2021 December 31, 2020 Intangible Assets (in thousands) Amount Accumulated Net Amount Accumulated Net Franchise agreements $ 24,839 $ 1,032 $ 23,807 $ 24,839 $ 147 $ 24,692 Trade names / trademarks 83,055 801 82,254 83,033 115 82,918 Liquor license 235 — 235 235 — 235 Reef Kitchens license agreement 8,882 258 8,624 8,882 37 8,845 VegeFi product 135 4 131 135 1 134 $ 117,146 $ 2,095 $ 115,051 $ 117,124 $ 300 $ 116,824 Liquor license is considered to have an indefinite life and is reviewed for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. impairments were recognized for the three months ended March 31, 2021 and 2020. Amortization expense for the Successor period from January 1, 2021 to March 31, 2021 was $1.8 million ( in thousands ) Remainder of 2021 $ 5,423 2022 7,218 2023 7,218 2024 7,218 2025 7,218 2026 and thereafter 80,521 Total $ 114,816 |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | 6. Business Combinations On December 16, 2020, the Opes in the Business Combination was approximately $236.9 million which included a) a cash payment of $30,000,000, b) the issuance of 6,603,773 common stock shares valued at approximately $103,680,000, and The former members of BurgerFi may be entitled to additional shares of Common Stock if certain stock price targets are met by the Company (“Earnout Share Consideration”) on a pro-rata pre-closing The accounting for this Business Combination is considered provisional because certain aspects of the purchase price allocation including the valuation of certain acquired customer-related intangible assets have not been finalized. The following table represents changes to goodwill and the initial purchase price allocation as of March 31, 2021: (in thousands) Goodwill as of December 31, 2020 $ 119,542 Adjustments 413 Goodwill as of March 31, 2021 $ 119,955 Adjustments to goodwill during the period ended March 31, 2021 include updates to estimates of provisional amounts recorded as of the Business Combination. |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2021 | |
Variable Interest Entity [Abstract] | |
Variable Interest Entities | 7. Variable Interest Entities The Company has evaluated its business relationships with franchisees to identify potential variable interest entities (“VIEs”). While the Company holds a variable interest in some of the franchised restaurants owned by an affiliated entity, the Company is not the primary beneficiary since it does not have the power to direct the activities of these franchised restaurants. As a result, the Company does not consolidate those VIEs. At March 31, 2021, the Company is a guarantor for six operating leases for those affiliated entities and an unrelated party. The Company may become responsible for the payments under its guarantee. The Company has determined that its maximum exposure to loss on the VIEs that it is not the primary beneficiary on results from the lease guarantees amounts to approximately $5,949,000. On April 23, 2018 (the “Takeover Date”), the Company entered into an asset purchase and management agreement (the “APM”) with a multiple unit franchisee. The Company had evaluated the franchisee which is a party to the APM for VIE accounting under ASC 810 “Consolidation” and had determined that the franchisee under the APM was a VIE and that the Company was the primary beneficiary, effective on the Takeover Date. During 2020, the Company negotiated a release of the lien from the banks on the equipment in these restaurants and was able to have the leases on the restaurants assigned to BurgerFi and on December 31, 2020, BurgerFi discontinued the management of the two restaurants by termination of the APM and the franchise agreements. As a result of the discontinuation and termination of the APM, the franchisee was deconsolidated on December 31, 2020. Net sales for the consolidated VIE for the for the Predecessor period from January 1, 2020 to March 31, 2020 were $912,000. Net loss for the consolidated VIE for the Predecessor period from January 1, 2020 to March 31, 2020 was |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related Party Transactions The Company is affiliated with various entities through a significant shareholder. The accompanying condensed consolidated balance sheets reflect amounts related to periodic advances between the Company and these entities for working capital and other needs as due from related companies or due to related companies, as appropriate. The amounts due from related companies are not expected to be repaid within one year and accordingly, are classified as non-current non-interest There were approximately $97,000 and $74,000 included as due from related companies in the condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020, respectively. There were no amounts due to related companies as of March 31, 2021 and December 31, 2020. For the Successor period from January 1, 2021 to March 31, 202 1 o The Company pays certain payroll and administrative fees on behalf of the entities related to a significant shareholder. A management fee is then billed to the respective entities to cover these costs. For the Successor period from January 1, 2021 to March 31, 2021 and the Predecessor period from January 1, 2020 to March 31, 2020, these fees were included in the royalty revenue charged to these entities. The Company leases building space for its corporate office from an entity related to a significant shareholder. This lease has a 36 month term, effective January 1, 2020. For the Successor period from January 1, 2021 to March 31, 2021 and the Predecessor period from January 1, 2020 to March 31, 2020, rent expense was approximately $56,000 and $40,000, respectively. |
Other Assets
Other Assets | 3 Months Ended |
Mar. 31, 2021 | |
Other Assets [Abstract] | |
Other Assets | 9. Other Assets Other assets consisted of the following (in thousands): March 31, 2021 December 31, 2020 Lease Acquisition Costs, net of accumulated amortization $ 10 $ 18 Deposits and other non-current 248 233 Other assets $ 258 $ 251 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Leases The Company has entered into operating leases for its corporate headquarters and owned and operated restaurants. For the Successor period from January 1, 2021 to March 31, 2021 and the Predecessor period from January 1, 2020 to March 31, 2020, rent expense for the restaurants and the corporate office was approximately $ and $ , respectively. These lease agreements expire on various dates through and have renewal options. Remainder of 2021 $ 2,523 2022 3,958 2023 3,999 2024 3,677 2025 3,701 2026 and thereafter 29,477 Sale Commitment In February 2020, the Company entered into an asset purchase agreement with an unrelated third party for the sale of substantially all of the assets used in connection with the operation of BF Dania Beach, LLC for an aggregate purchase price of $1,299,000. During January 2020 on-going have been classified as held for sale as of March 31, 2021 and December 31, 2020 condensed consolidated balance sheet, respectively. Contingencies BurgerFi International, LLC filed a lawsuit against a franchisee and its principals seeking declaratory judgments and damages in an amount to be proven at trial for various breaches of the applicable franchise agreements resulting from the defendants’ closure of a restaurant, their failure to open a second restaurant, and their operational defaults at the closed restaurant. In April 2016, the defendants filed a counterclaim, asserting that they had no responsibility for their losses, and instead, alleged that the Company engaged in breach of contract, fraud, misrepresentation, conversion in connection with the operation of the restaurant, and various other allegations, seeking damages of over $5 million. The case is pending before the court. On December 30, 2016, the court stayed the case pending the resolution of bankruptcy filings made by some of the defendants. No further action has occurred. On December 1, 2019, a complaint was filed by a former officer of the Company (“Plaintiff”) against BurgerFi International, LLC for certain alleged breaches of an employment agreement. BurgerFi International, LLC filed a motion to dismiss the complaint on February 13, 2020. On May 20, 2020, the motion to dismiss was heard being granted in part and denied in part. The portion of the complaint not dismissed was answered by BurgerFi International, LLC with affirmative defenses raised on July 7, 2020. Plaintiff served various discovery requests (including notices of non-party non-party c On July 8, 2020, the Company received a letter from an attorney hired on behalf of a former employee of the Company. This former employee was terminated for cause on May 5, 2020. This letter claims that the former employee was terminated wrongfully by the Company. We have reported the claim to our insurance carrier and outside counsel has been retained. Our counsel sent a letter to this former employee’s attorney denying all claims and the parties met for mediation on September 4, 2020 but were unable to resolve this matter. The Company feels that all claims are meritless, and it plans to vigorously defend these allegations. On February 22, 2021, the Company received correspondence from an attorney hired on behalf of a former officer of the Company claiming that the Company wrongfully terminated the employee in violation of the Florida Whistleblower statute. The Company does not believe the claim has any merit and has retained counsel to represent it. In April 2021, both parties agreed to a settlement agreement. On March 3, 2021, the C o Management is unable to determine the likelihood of a loss or range of loss, if any, which may result from the cases described above, therefore, no contingent liability has been recorded as of March 31, 2021. The Company is subject to other legal proceedings and claims that arise during the normal course of business. Management believes that any liability, in excess of applicable insurance coverages or accruals, which may result from these claims, would not be significant to the Company’s financial position or results of operations. |
Line of Credit
Line of Credit | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Line of Credit | 11. Line of Credit The Company had a revolving line of credit agreement (“LOC”) of $5,000,000 with a maturity date of July 13, 2021. As of December 31, 2020, the outstanding balance on the revolving line credit was $3,012,000. In January 2021, the Company terminated the LOC and paid the total amount due of $3,012,000. The annual interest on advances under the LOC was equal to the LIBOR Daily Floating rate plus 0.75%. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | 12. Notes Paya b Notes Payable (in thousands) March 31, December 31, Paycheck Protection Program (“PPP”) $ 2,125 $ 2,237 Installment note payable 543 555 Other notes payable No recourse to the general credit of the Company 168 168 Total notes payable 2,836 2,960 Less: current portion (1,203 ) (1,438 ) Total notes payable - long $ 1,633 $ 1,522 On May 11, 2020 , under the Paycheck Protection Program (“PPP”). The loans and accrued interest are forgivable after eight weeks, as long as, the Company uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintain its payroll levels. The amount of loan forgiveness will be reduced if the Company terminates employees or reduces salaries during the eight-week period. The unforgiven portion of the PPP loans are payable over two years at an interest rate of 1%, with a deferral of payments for the first seven months. The Company has begun the process of applying for PPP loan forgiveness in February of 2021, however, the Company cannot guarantee that it will be successful in obtaining forgiveness of the remaining principal amount of the PPP l $114,000 related to one PPP loan was forgiven. The installment note payable relates to a note payable to an individual, issued in connection with the Company’s April 2020 acquisition of $ |
Supplemental Disclosure of Nonc
Supplemental Disclosure of Noncash Activities | 3 Months Ended |
Mar. 31, 2021 | |
Noncash or Part Noncash Acquisition, Net Nonmonetary Assets Acquired (Liabilities Assumed) [Abstract] | |
Supplemental Disclosure Of Noncash Activities | 13. Supplemental Disclosure of Noncash Activities As noted in Note 6, during the three months ended March 31, 2021, the Company recorded certain adjustments to goodwill in the amount of $ , to update the estimates to provisional amounts recorded as of the Business Combination. During the three months ended March 31, 2021, the Company received forgiveness of one of its PPP loans in the amount of $ , . |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes The Company is a corporation subject to federal income tax at a statutory rate of 21% of pretax earnings, and state income taxes at a blended statutory rate of 3.8% net of federal benefit. The Company has an annual effective income tax rate of 0% under ASC 740-270-30-36(a) due to a full valuation allowance. At March 31, 2021, based o $ million was recorded against the Company’s net deferred tax assets, including $0.7 million related to net deferred tax assets as of December 31, 2020. The net tax expense for the three months ended March 31, 2021 was million, resulting in an effective tax rate of approximately %. The primary difference from the federal statutory rate of is related to the valuation allowance. Prior to the Business Combination, the Predecessor had elected to be taxed as a partnership under the provisions of the Internal Revenue Code and similar state provisions. Therefore, there was no income tax recorded by the Company for the comparable Predecessor period from January 1, 2020 to March 31, 2020. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 15. Stockholders’ Equity Common Stock The Company is authorized to issue 100,000,000 shares of c o . At March 31, 2021 and December 31, 2020, there were 17,830,507 shares and 17,541,838 shares of common stock outstanding, respectively. 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 designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At March 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. Warrants and Options As of March 31, 2021, the Company had • 15,095,000 warrants outstanding, each exercisable for one share of common stock at an exercise price of $11.50 including 11,500,000 in Public Warrants, 3,000,000 in Private Placement Warrants, 445,000 in Private Warrants and 150,000 in Working Capital Warrants. The Public warrants expire in December 2025 • 75,000 Unit Purchase Option “UPO” units that are exercisable for one share of common stock at an exercise price of $10.00 and warrants exercisable for one share of common stock at an exercise price of $11.50 In February 2021, the Company exchanged 675,000 UPO units for 283,669 common shares in a cashless exercise. Warrant Liability The Company has certain warrants which include provisions that affect the settlement amount. Such variables are outside of those used to determine the fair value of a fixed-for-fixed 815-40, The liability classified warrants were priced using a Dynamic Black Scholes model. This process relies upon inputs such as shares outstanding, estimated stock prices, strike price, risk free interest rate and volatility assumptions. The warrant liability was $21,462,000 and $16,516,000 on March 31, 2021 and December 31, 2020, respectively. The change in value of warrant liability for the period ended March 31, 2021 was $4,946,000 and is recognized in the condensed consolidated statement of operations. There were no warrants outstanding in the Predecessor period. The following is an analysis of changes in the warrant liability for the three months ended March 31, 2021: (in thousands) Level 3 (Black Liability at December 31, 2020 $ 16,516 Loss during the three months ended March 31, 2021 4,946 Liability at March 31, 2021 $ 21,462 The fair value of the warrants are determined using the publicly-traded price of our common stock on the valuation dates of $15.41 on March 31, 2021 and $13.69 on December 31, 2020. The fair value is calculated using the Black-Scholes option-pricing model. The Black-Scholes model requires us to make assumptions and judgments about the variables used in the calculation, including the expected term, expected volatility, risk-free interest rate, dividend rate and service period. The fair value of private share warrants for the Successor period were estimated using a Dynamic Black Sholes model. This process relies upon inputs such as shares outstanding, estimated stock prices, strike price, risk free interest rate and volatility assumptions. The calculated warrant price for private warrants was $5.97 and $4.60 on March 31, 2021 and December 31, 2020, respectively. The input variables for the Black Scholes are noted in the table below: 2021 2020 Risk-free interest rate 0.84 % 0.36 % Expected life in years 4.72 5 Expected volatility 30.0 % 30.0 % Expected dividend yield 0 % 0 % |
Share-based Compensation
Share-based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation | 16. Share-based Compensation The Company h a . Restricted Stock Units The following table summarizes activity of Restricted Stock Units during the three months ended March 31, 2021: Number of Restricted Stock Weighted Average Grant Date Fair Value Non-vested 1,250,000 $ 15.28 Granted 1,105,700 14.62 Vested — — Forfeited — — Non-vested 2,355,700 $ 14.97 The total fair value of Restricted Stock million units 4-5 The unrecognized portion of share-based compensation for unvested Market Condition restricted stock units (included in above) is approximately $4.5 million over 2.90 years. As detailed below, the fair value of the Market Condition restricted stock units was determined using a Monte Carlo simulation model. Performance Shares The Company grants performa n The fair values of the performance condition awards granted were determined using the fair market value of the Company’s common stock on the date of grant. Share-based compensation expense recorded for performance condition awards is re-evaluated at each reporting period based on the probability of the achievement of the goal. The achievement of this goal was not probable as of March 31, 2021 and therefore expense was recognized. The fair value of market condition awards granted were estimated using the Monte Carlo simulation model. The Monte Carlo simulation model utilizes multiple input variables to estimate the probability that the market conditions will be achieved and is applied to the trading price of our common stock on the date of grant. The input variables are noted in the table below: 2021 2020 Risk-free interest rate 0.54 % 0.18 % Expected life in years 4 3 Expected volatility 63.3 % 65.9 % Expected dividend yield (a) 0 % 0 % (a) The Monte Carlo method assumes a reinvestment of dividends. Share-based compensation expense is recorded ratably for market condition awards during the requisite service period and is not reversed, except for forfeitures, at the vesting date regardless of whether the market condition is met. During the three months ended March 31, 2021, $248,000, representing a fair value of $11.04 per share, was recognized ratably as share-based compensation expense for the market condition awards. Service Condition Shares The Company grants service-based awards to certain officers and key employees. The vesting of these awards is contingent upon meeting the requisite service period. The fair value of restricted stock unit awards is determined using the publicly-traded price of our common stock on the grant date. The fair value of option awards is calculated using the Black-Scholes option-pricing model. The Black-Scholes model requires us to make assumptions and judgments about the variables used in the calculation, including the expected term, expected volatility, risk-free interest rate, dividend rate and service period. The following table summarizes activity of the restricted stock units by vesting condition during the three months ended March 31, 2021: Performance Condition Service Condition Market Condition Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Non-vested 950,000 $ 15.70 200,000 $ 15.70 100,000 $ 10.45 Granted 713,700 16.15 52,000 16.15 340,000 11.17 Vested — — — — — — Forfeited — — — — — — Non-vested 1,663,700 $ 15.89 252,000 $ 15.79 440,000 $ 11.01 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events In April 2021, the Company reached a settlement agreement with a former officer of the Company who claimed wrongfully termination and violation of the Florida Whistleblower statute. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q 8 -03 S-X. 10-K 10-K”). The historical financial information of Opes has not been reflected in the Predecessor financial statements as these historical amounts have been determined to be not useful information to a user of the financial statements. SPACs deposit the proceeds from their initial public offerings into a segregated trust account until a business combination occurs, where such funds are then used to pay consideration for the acquiree and/or to pay stockholders who elect to redeem their shares of common stock in connection with the business combination. The operations of a SPAC, until the closing of a business combination, other than income from the trust account investments and transaction expenses, are nominal. Accordingly, no other activity in the Company was reported for periods prior to December 16, 2020 besides BurgerFi’s operations as Predecessor. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior period presentation to conform to the current period presentation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingencies at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Company owned stores and Franchising | Corporate owned stores and Franchising BurgerFi has prepared its Franchise Disclosure Document as required by the United States Federal Trade Commission and has registered or will register in those states where required in order to legally sell its franchises. It is currently BurgerFi’s plan to offer franchises for sale in those states where demographics of the population represent a demand for the services. BurgerFi grants franchises to independent operators who in turn pay an initial franchise fee, royalties and other fees as stated in the franchise agreement. Store activity for the periods ended March 31, 2021 and 2020 is as follows: Three Months Ended Year Ended Franchised stores, beginning of the period 102 117 Stores opened during the period 2 9 Stores transferred/sold to the Company — (2 ) Stores closed during the period (6 ) (22 ) Franchised stores, end of the period 98 102 Three Months Ended Year Ended Corporate owned stores, beginning of the period 17 13 Stores opened during the period 2 2 Stores transferred/sold to the Company — 2 Stores closed during the period — — Corporate owned stores, end of the period 19 17 |
COVID-19 | COVID-19 On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 COVID-19 COVID-19 stay-at-home dine-in take-out, off-premises saw |
New Accounting Standards Adopted | New Accounting Standards Adopted In December 2019, the 2019-12, |
New Accounting Pronouncements | New Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, o The FASB issued ASU 2016-13, Financial |
Net Loss per Common Share | Net Loss per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. As a result, diluted loss per common share is the same as basic loss per common share for the three months ended March 31, 2021. The Company has considered the effect of (1) warrants outstanding to purchase 15,095,000 shares of common stock (2) The historical partnership equity structure of BurgerFi did not include outstanding member units and as such, earnings per share information is omitted for the Predecessor periods. |
Reconciliation of Net Loss per Common Share | Reconciliation of Net Loss per Common Share Basic and diluted loss per common share is calculated as follows (in thousands, except per share data): Three Months Net loss attributable to common shareholders $ (8,210 ) Weighted average common shares outstanding, basic and dilu te d 17,814,336 Basic and diluted net loss per common share $ (0.46 ) Excluded from the weighted average common shares outstanding amount are warrants of 3,004,030 and UPOs of 37,687 |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Store Activity | Store activity for the periods ended March 31, 2021 and 2020 is as follows: Three Months Ended Year Ended Franchised stores, beginning of the period 102 117 Stores opened during the period 2 9 Stores transferred/sold to the Company — (2 ) Stores closed during the period (6 ) (22 ) Franchised stores, end of the period 98 102 Three Months Ended Year Ended Corporate owned stores, beginning of the period 17 13 Stores opened during the period 2 2 Stores transferred/sold to the Company — 2 Stores closed during the period — — Corporate owned stores, end of the period 19 17 |
Schedule of reconciliation of net loss per common share | Basic and diluted loss per common share is calculated as follows (in thousands, except per share data): Three Months Net loss attributable to common shareholders $ (8,210 ) Weighted average common shares outstanding, basic and dilu te d 17,814,336 Basic and diluted net loss per common share $ (0.46 ) |
Restricted Cash (Tables)
Restricted Cash (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Restricted Cash Disclosure [Abstract] | |
Summary of Restricted Cash | Restricted cash consisted of the following as of (in thousands): March 31, December 31, PPP amount held in escrow $ 2,124 $ 2,237 Cash proceeds from Business Combination held back for working capital adjustment — 996 Total Restricted Cash $ 2,124 $ 3,233 |
Property & Equipment (Tables)
Property & Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment, net consisted of the following (in thousands): March 31, 2021 December 31 Leasehold improvements $ 6,651 $ 5,477 Machinery & equipment 1,727 1,548 Computer equipment 318 208 Furniture & fixtures 893 792 Vehicles 27 27 9,616 8,052 Less: Accumulated depreciation (353 ) (48 ) Property and equipment – net $ 9,263 $ 8,004 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary Of Components Of Intangible Assets | The following is a summary of the components of intangible assets and the related a c March 31, 2021 December 31, 2020 Intangible Assets (in thousands) Amount Accumulated Net Amount Accumulated Net Franchise agreements $ 24,839 $ 1,032 $ 23,807 $ 24,839 $ 147 $ 24,692 Trade names / trademarks 83,055 801 82,254 83,033 115 82,918 Liquor license 235 — 235 235 — 235 Reef Kitchens license agreement 8,882 258 8,624 8,882 37 8,845 VegeFi product 135 4 131 135 1 134 $ 117,146 $ 2,095 $ 115,051 $ 117,124 $ 300 $ 116,824 |
Summary of Components of Related Amortization Expense | The estimated aggregate amortization expense for intangible assets over the next five years ending December 31 and thereafter is as follows: ( in thousands ) Remainder of 2021 $ 5,423 2022 7,218 2023 7,218 2024 7,218 2025 7,218 2026 and thereafter 80,521 Total $ 114,816 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Goodwill | The following table represents changes to goodwill and the initial purchase price allocation as of March 31, 2021: (in thousands) Goodwill as of December 31, 2020 $ 119,542 Adjustments 413 Goodwill as of March 31, 2021 $ 119,955 |
Other Assets (Tables)
Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Other Assets [Abstract] | |
Summary of Other Assets | Other assets consisted of the following (in thousands): March 31, 2021 December 31, 2020 Lease Acquisition Costs, net of accumulated amortization $ 10 $ 18 Deposits and other non-current 248 233 Other assets $ 258 $ 251 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments on Operating Leases | Approximate future minimum payments on these operating leases as of March 31, 2021 are as follows (in thousands): Remainder of 2021 $ 2,523 2022 3,958 2023 3,999 2024 3,677 2025 3,701 2026 and thereafter 29,477 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Payable [Abstract] | |
Summary of Notes Payable | Notes Payable (in thousands) March 31, December 31, Paycheck Protection Program (“PPP”) $ 2,125 $ 2,237 Installment note payable 543 555 Other notes payable No recourse to the general credit of the Company 168 168 Total notes payable 2,836 2,960 Less: current portion (1,203 ) (1,438 ) Total notes payable - long $ 1,633 $ 1,522 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Summary of Analysis of Changes in Warrant Liability | The following is an analysis of changes in the warrant liability for the three months ended March 31, 2021: (in thousands) Level 3 (Black Liability at December 31, 2020 $ 16,516 Loss during the three months ended March 31, 2021 4,946 Liability at March 31, 2021 $ 21,462 |
Summary of Input Variables | The input variables for the Black Scholes are noted in the table below: 2021 2020 Risk-free interest rate 0.84 % 0.36 % Expected life in years 4.72 5 Expected volatility 30.0 % 30.0 % Expected dividend yield 0 % 0 % |
Share-based Compensation (Table
Share-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Input Variables | The input variables for the Black Scholes are noted in the table below: 2021 2020 Risk-free interest rate 0.84 % 0.36 % Expected life in years 4.72 5 Expected volatility 30.0 % 30.0 % Expected dividend yield 0 % 0 % |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Activity of Restricted Shares | The following table summarizes activity of Restricted Stock Units during the three months ended March 31, 2021: Number of Restricted Stock Weighted Average Grant Date Fair Value Non-vested 1,250,000 $ 15.28 Granted 1,105,700 14.62 Vested — — Forfeited — — Non-vested 2,355,700 $ 14.97 |
Service Condition Shares [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Activity of Restricted Shares | The following table summarizes activity of the restricted stock units by vesting condition during the three months ended March 31, 2021: Performance Condition Service Condition Market Condition Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Non-vested 950,000 $ 15.70 200,000 $ 15.70 100,000 $ 10.45 Granted 713,700 16.15 52,000 16.15 340,000 11.17 Vested — — — — — — Forfeited — — — — — — Non-vested 1,663,700 $ 15.89 252,000 $ 15.79 440,000 $ 11.01 |
Performance Shares [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Input Variables | The input variables are noted in the table below: 2021 2020 Risk-free interest rate 0.54 % 0.18 % Expected life in years 4 3 Expected volatility 63.3 % 65.9 % Expected dividend yield (a) 0 % 0 % (a) The Monte Carlo method assumes a reinvestment of dividends. |
Basis of Presentation - Summary
Basis of Presentation - Summary of Store activity (Details) - Stores | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Franchised Stores [Member] | ||
Schedule of Store Activity [Line Items] | ||
Stores, beginning of the period | 102 | 117 |
Stores opened during the period | 2 | 9 |
Stores transferred/sold to the Company | (2) | |
Stores closed during the period | (6) | (22) |
Stores, end of the period | 98 | 102 |
Corporate Owned Stores [Member] | ||
Schedule of Store Activity [Line Items] | ||
Stores, beginning of the period | 17 | 13 |
Stores opened during the period | 2 | 2 |
Stores transferred/sold to the Company | 2 | |
Stores, end of the period | 19 | 17 |
Basis of Presentation - Schedul
Basis of Presentation - Schedule of reconciliation of net loss per common share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounting Policies [Abstract] | ||
Net loss attributable to common shareholders | $ (8,210) | $ 772 |
Weighted average common shares outstanding, basic and diluted | 17,814,336 | |
Basic and diluted net loss per common share | $ (0.46) |
Basis of Presentation - (Detail
Basis of Presentation - (Details) | 3 Months Ended |
Mar. 31, 2021shares | |
Number of UPO units exchanged | 3,004,030 |
Number of shares in exchange for UPO units | 37,687 |
Warrant [Member] | |
Antidilutive securities excluded from computation of earnings per share | 75,000 |
Common Stock [Member] | |
Antidilutive securities excluded from computation of earnings per share | 15,095,000 |
Common Stock [Member] | Over-Allotment Option [Member] | |
Antidilutive securities excluded from computation of earnings per share | 75,000 |
Restricted Stock [Member] | |
Antidilutive securities excluded from computation of earnings per share | 2,355,700 |
Restricted Cash - Summary of Re
Restricted Cash - Summary of Restricted cash (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Restricted Cash Disclosure [Line Items] | ||
Restricted Cash | $ 2,124 | $ 3,233 |
PPP amount held in escrow | ||
Restricted Cash Disclosure [Line Items] | ||
Restricted Cash | 2,124 | 2,237 |
Cash proceeds from merger held back for working capital adjustment | ||
Restricted Cash Disclosure [Line Items] | ||
Restricted Cash | $ 0 | $ 996 |
Property & Equipment - Summary
Property & Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
PropertyPlantAndEquipmentGross | $ 9,616 | $ 8,052 |
Less: Accumulated depreciation | (353) | (48) |
Property and equipment – net | 9,263 | 8,004 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
PropertyPlantAndEquipmentGross | 6,651 | 5,477 |
Machinery & equipment | ||
Property, Plant and Equipment [Line Items] | ||
PropertyPlantAndEquipmentGross | 1,727 | 1,548 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
PropertyPlantAndEquipmentGross | 318 | 208 |
Furniture & fixtures | ||
Property, Plant and Equipment [Line Items] | ||
PropertyPlantAndEquipmentGross | 893 | 792 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
PropertyPlantAndEquipmentGross | $ 27 | $ 27 |
Property & Equipment (Details)
Property & Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 305,000 | $ 237,000 | |
Leasehold improvements | $ 1,025,000 | $ 103,000 |
Intangible Assets - Summary of
Intangible Assets - Summary of Components of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets [Line Items] | ||
Amount | $ 117,146 | $ 117,124 |
Accumulated Amortization | 2,095 | 300 |
Net Carrying Value | 115,051 | 116,824 |
Franchise Rights [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Amount | 24,839 | 24,839 |
Accumulated Amortization | 1,032 | 147 |
Net Carrying Value | 23,807 | 24,692 |
Trademarks and Trade Names [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Amount | 83,055 | 83,033 |
Accumulated Amortization | 801 | 115 |
Net Carrying Value | 82,254 | 82,918 |
Liquor License [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Amount | 235 | 235 |
Net Carrying Value | 235 | 235 |
Reef Kitchens License Agreement [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Amount | 8,882 | 8,882 |
Accumulated Amortization | 258 | 37 |
Net Carrying Value | 8,624 | 8,845 |
Vege Fi Product [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Amount | 135 | 135 |
Accumulated Amortization | 4 | 1 |
Net Carrying Value | $ 131 | $ 134 |
Intangible Assets - Summary o_2
Intangible Assets - Summary of Components of Related Amortization Expense (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2021 | $ 5,423 |
2022 | 7,218 |
2023 | 7,218 |
2024 | 7,218 |
2025 | 7,218 |
2026 and thereafter | 80,521 |
Total | $ 114,816 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment of Intangible Assets | $ 0 | $ 0 |
Amortization expense | $ 1,800,000 | $ 0 |
Business Combinations - Schedul
Business Combinations - Schedule of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Business Combination, Goodwill [Abstract] | |
Goodwill as of December 31, 2020 | $ 119,542 |
Adjustments | 413 |
Goodwill as of March 31, 2021 | $ 119,955 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) | Dec. 16, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Issuance of common stock | 17,830,507 | 17,541,838 | |
BurgerFi Holdings LLC [Member] | |||
Business Acquisition [Line Items] | |||
Total consideration | $ 236,900,000 | ||
Cash payment | 30,000,000 | ||
Shares issued to acquire business | $ 103,680,000 | ||
Issuance of common stock | 6,603,773 | ||
Contingent consideration | $ 103,207,000 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Variable Interest Entity [Line Items] | ||
Net income (loss) | $ (8,210,000) | $ 772,000 |
Variable Interest Entity [Member] | ||
Variable Interest Entity [Line Items] | ||
Variable Interest Entity, Maximum Loss Exposure, Amount | $ 5,949,000 | |
Revenue from Contract with Customer, Excluding Assessed Tax | 912,000 | |
Net income (loss) | $ 25,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Jan. 01, 2020 | |
Amounts due from related parties repayment period, description | not expected to be repaid within one year | |||
Due from related companies | $ 97,000 | $ 74,000 | ||
Due to related companies | 0 | $ 0 | ||
Lease term | 36 months | |||
Rent expense | 56,000 | $ 40,000 | ||
Royalty [Member] | ||||
Royalty revenue received from franchisees | $ 100,000 | $ 112,000 |
Other Assets - Summary of Other
Other Assets - Summary of Other Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Other Assets [Abstract] | ||
Lease Acquisition Costs, net of accumulated amortization | $ 10 | $ 18 |
Deposits and other non-current assets | 248 | 233 |
Other assets | $ 258 | $ 251 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 1 Months Ended | 3 Months Ended | 4 Months Ended | ||
Feb. 29, 2020USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Apr. 30, 2020USD ($)Deposits | Dec. 31, 2020USD ($) | |
Commitments And Contingencies [Line Items] | |||||
Operating leases, rent expense | $ 841,000 | $ 598,000 | |||
Asset held for sale | 732,000 | $ 732,000 | |||
Contingent liability | 0 | ||||
Franchise Agreement Case [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Loss contingency damage sought value | $ 5,000,000 | ||||
Loss contingency, lawsuit filing date | April 2016 | ||||
Employment Agreement Breach Case [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Loss contingency, lawsuit filing date | December 1, 2019 | ||||
Loss contingency motion to dismiss lawsuit filing date | February 13, 2020 | ||||
Employee Termination Case [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Loss contingency, lawsuit filing date | July 8, 2020 | ||||
Loss contingency, allegations | the former employee was terminated wrongfully by the Company | ||||
BF Dania Beach, LLC [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Aggregate purchase price | $ 1,299,000 | ||||
Number of cash deposits | Deposits | 3 | ||||
Cash deposits received | $ 906,500 | ||||
Cash deposits returned to unrelated third-party purchaser | $ 906,500 | ||||
Asset held for sale | $ 732,000 | $ 732,000 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Future Minimum Payments of Operating Leases (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Schedule Of Future Minimum Rental Payments For Operating Leases [Line Items] | |
Remainder of 2021 | $ 2,523 |
2022 | 3,958 |
2023 | 3,999 |
2024 | 3,677 |
2025 | 3,701 |
2026 and thereafter | $ 29,477 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Line of Credit Facility [Line Items] | |||
Floating interest rate percentage | 0.75% | ||
Line of credit facility paid | $ 3,012,000 | ||
Revolving Line of Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of credit | $ 5,000,000 | $ 3,012,000 | |
Line of credit maturity date | Jul. 13, 2021 | ||
LIBOR [Member] | |||
Line of Credit Facility [Line Items] | |||
Description of annual interest rate | LIBOR Daily Floating |
Notes Payable - Summary of Note
Notes Payable - Summary of Notes Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total notes payable | $ 2,836 | $ 2,960 |
Less: current portion | (1,203) | (1,438) |
Notes Payable | 1,633 | 1,522 |
Note Payable to Bank [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | 543 | 555 |
Note Payable to Bank [Member] | Paycheck Protection Program [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | 2,125 | 2,237 |
Other Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Other notes payable No recourse to the general credit of the company. | $ 168 | $ 168 |
Notes Payable (Details)
Notes Payable (Details) - Notes Payable to Banks [Member] - USD ($) $ in Thousands | May 11, 2020 | Mar. 31, 2021 |
Schedule Of Notes Payable [Line Items] | ||
Debt instrument forgiveness | $ 114 | |
7% Notes Payable Due June 1, 2024 [Member] | ||
Schedule Of Notes Payable [Line Items] | ||
Interest rate on note payable to bank | 7.00% | |
Note payable to bank | $ 9 | |
Note payable to bank, maturity date | Jun. 1, 2024 | |
Paycheck Protection Program [Member] | ||
Schedule Of Notes Payable [Line Items] | ||
Loan proceeds received | $ 2,237 | |
Interest rate on note payable to bank | 1.00% |
Supplemental Disclosure Of Non
Supplemental Disclosure Of Non Cash Activities - Additional Information (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Noncash or Part Noncash Acquisitions [Line Items] | |
Goodwill adjustments | $ 413 |
Forgiveness of PPP loans | $ 114 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Business Combination, Separately Recognized Transactions [Line Items] | |||
Effective income tax reconciliation, U.S. federal statutory rate | 21.00% | ||
Effective income tax reconciliation, state income taxes at a blended statutory rate | 3.80% | ||
Effective income tax reconciliation, annual effective income tax rate | 0.00% | ||
Valuation allowances | $ 1,200 | $ 700 | |
Income tax expense | $ 700 | ||
Effective income tax reconciliation, effective tax rate | 9.50% | ||
Effective income tax reconciliation, state taxes rate | 21.00% | ||
Income tax | $ 713 | ||
Limited Liability Company LLC Or Limited Partnership LP Predecessor Entity To Business Combination [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Income tax | $ 0 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Input Variables (Details) - Derivative Warrant Liability [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||
Risk-free interest rate | 0.84% | 0.36% |
Expected life in years | 4 years 8 months 19 days | 5 years |
Expected volatility | 30.00% | 30.00% |
Expected dividend yield | 0.00% | 0.00% |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Analysis of Changes in Warrant Liability (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrant liability, Beginning balance | $ 16,516 |
Loss during the three months ended March 31, 2021 | 4,946 |
Warrant liability, Ending balance | 21,462 |
Level 3 Black Scholes [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrant liability, Beginning balance | 16,516 |
Loss during the three months ended March 31, 2021 | 4,946 |
Warrant liability, Ending balance | $ 21,462 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Stockholders Equity Details [Line Items] | |||
Common stock, authorized | 100,000,000 | 100,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, Shares outstanding | 17,830,507 | 17,541,838 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | ||
Preferred stock, authorized | 10,000,000 | ||
Preferred stock, issued | 0 | 0 | |
Preferred stock, outstanding | 0 | 0 | |
Common stock, voting rights | Holders of the Company’s common stock are entitled to one vote for each share | ||
Warrants outstanding | 15,095,000 | 0 | |
Warrants exercise price | $ 11.50 | ||
UPO units that are exercisable | 75,000 | ||
Number of Shares that warrants exercisable for | 1 | ||
Number of UPO units exchanged | 675,000 | ||
Number of shares in exchange for UPO units | 283,669 | ||
Derivative warrant liability | $ 21,462 | $ 16,516 | |
Change in fair value of warrant liability | $ 4,946 | ||
Share Price (in Dollars per share) | $ 15.41 | $ 13.69 | |
UPO Units Exercise Price One [Member] | |||
Stockholders Equity Details [Line Items] | |||
UPO units exercise price | 10 | ||
Number of Shares that UPO units are exercisable for | 1 | ||
Public Warrants [Member] | |||
Stockholders Equity Details [Line Items] | |||
Warrants outstanding | 11,500,000 | ||
Warrants and Rights Outstanding, Maturity Date | Dec. 31, 2025 | ||
Private Placement Warrants [Member] | |||
Stockholders Equity Details [Line Items] | |||
Warrants outstanding | 3,000,000 | ||
Private Warrants [Member] | |||
Stockholders Equity Details [Line Items] | |||
Warrants outstanding | 445,000 | ||
Warrants exercise price | $ 5.97 | $ 4.60 | |
Working Capital Warrants [Member] | |||
Stockholders Equity Details [Line Items] | |||
Warrants outstanding | 150,000 |
Share-based Compensation - Summ
Share-based Compensation - Summary of Input Variables (Detail) - Performance Shares [Member] | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 0.54% | 0.18% | |
Expected life in years | 4 years | 3 years | |
Expected volatility | 63.30% | 65.90% | |
Expected dividend yield | [1] | 0.00% | 0.00% |
[1] | The Monte Carlo method assumes a reinvestment of dividends. |
Share-based Compensation - Su_2
Share-based Compensation - Summary of Activity of Restricted Shares (Detail) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Restricted Shares, Opening balance | shares | 1,250,000 |
Number of Restricted Shares, Granted | shares | 1,105,700 |
Number of Restricted Shares, Ending balance | shares | 2,355,700 |
Weighted Average Grant Date Fair Value, Opening balance | $ / shares | $ 15.28 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 14.62 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 14.97 |
Performance Condition Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Restricted Shares, Granted | shares | 713,700 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 16.15 |
Shares, Non-vested Opening balance | shares | 950,000 |
Shares, Non-vested Ending balance | shares | 1,663,700 |
Weighted Average Grant Date Fair Value, Non-vested Opening balance | $ / shares | $ 15.70 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | $ 15.89 |
Service Condition Shares [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Non-vested Opening balance | shares | 200,000 |
Shares, Granted | shares | 52,000 |
Shares, Non-vested Ending balance | shares | 252,000 |
Weighted Average Grant Date Fair Value, Non-vested Opening balance | $ / shares | $ 15.70 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 15.79 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 16.15 |
Market Condition Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Non-vested Opening balance | shares | 100,000 |
Shares, Granted | shares | 340,000 |
Shares, Non-vested Ending balance | shares | 440,000 |
Weighted Average Grant Date Fair Value, Non-vested Opening balance | $ / shares | $ 10.45 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 11.01 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 11.17 |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / shares | |
Restricted Shares [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total fair value of shares vested | $ 522,000 |
Unrecognized compensation cost | $ 34,700,000 |
Restricted Shares [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock-based compensation expense, weighted-average recognition period | 5 years |
Restricted Shares [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock-based compensation expense, weighted-average recognition period | 4 years |
Market Condition Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock-based compensation expense, weighted-average recognition period | 2 years 10 months 24 days |
Unrecognized compensation cost | $ 4,500,000 |
Share-based compensation expense | $ 248,000 |
Share-based compensation fair value per share | $ / shares | $ 11.04 |
Performance Shares [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based compensation expense | $ 0 |