Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 06, 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 | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 17,893,476 | |
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 $11.50 per share | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 34,757,000 | $ 37,150,000 |
Cash - restricted | 3,233,000 | |
Accounts receivable, net | 536,000 | 718,000 |
Inventory | 263,000 | 268,000 |
Deferred income taxes | 713,000 | |
Assets held for sale | 732,000 | 732,000 |
Other current assets | 1,627,000 | 1,607,000 |
TOTAL CURRENT ASSETS | 37,915,000 | 44,421,000 |
PROPERTY & EQUIPMENT, net | 11,141,000 | 8,004,000 |
DUE FROM RELATED COMPANIES | 94,000 | 74,000 |
GOODWILL | 123,367,000 | 119,542,000 |
INTANGIBLE ASSETS, net | 113,242,000 | 116,824,000 |
OTHER ASSETS | 259,000 | 251,000 |
TOTAL ASSETS | 286,018,000 | 289,116,000 |
CURRENT LIABILITIES | ||
Accounts payable - trade and other | 2,650,000 | 1,678,000 |
Accrued expenses | 2,102,000 | 1,203,000 |
Other liabilities | 4,180,000 | 430,000 |
Other deposit | 907,000 | 907,000 |
Deferred revenue, current portion | 511,000 | 490,000 |
Notes payable - current | 73,000 | 1,438,000 |
Deferred income taxes | 27,000 | |
Revolving line of credit | 3,012,000 | |
TOTAL CURRENT LIABILITIES | 10,450,000 | 9,158,000 |
NON-CURRENT LIABILITIES | ||
Warrant liability | 8,843,000 | 16,516,000 |
Deferred revenue, net of current portion | 2,864,000 | 2,816,000 |
Notes Payable | 621,000 | 1,522,000 |
Deferred rent | 267,000 | 29,000 |
TOTAL LIABILITIES | 23,045,000 | 30,041,000 |
COMMITMENTS AND CONTINGENCIES - Note 9 | ||
Stockholders’ equity | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized, 17,838,476 and 17,541,838 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 2,000 | 2,000 |
Additional paid-in capital | 264,415,000 | 261,298,000 |
Accumulated deficit | (1,444,000) | (2,225,000) |
TOTAL STOCKHOLDERS’ EQUITY | 262,973,000 | 259,075,000 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 286,018,000 | $ 289,116,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Common stock par value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 100,000,000 | 100,000,000 |
Common stock shares issued | 17,838,476 | 17,541,838 |
Common stock shares outstanding | 17,838,476 | 17,541,838 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Business Acquisition [Line Items] | ||||
TOTAL REVENUE | $ 11,782 | $ 7,150 | $ 22,712 | $ 15,407 |
Restaurant level operating expenses: | ||||
Food, beverage and paper costs | 2,693 | 1,766 | 5,115 | 3,588 |
Labor and related expenses | 2,342 | 1,342 | 4,484 | 2,986 |
Other operating expenses | 2,174 | 1,248 | 3,969 | 2,359 |
Occupancy and related expenses | 788 | 677 | 1,561 | 1,246 |
General and administrative expenses | 3,562 | 1,252 | 6,539 | 2,785 |
Pre-opening costs | 502 | 47 | 628 | 106 |
Share-based compensation expense | 2,595 | 3,117 | ||
Depreciation and amortization expense | 2,171 | 252 | 4,279 | 496 |
Brand development and co-op advertising expense | 651 | 439 | 1,373 | 907 |
TOTAL OPERATING EXPENSES | 17,478 | 7,023 | 31,065 | 14,473 |
OPERATING (LOSS) INCOME | (5,696) | 127 | (8,353) | 934 |
Other income | 2,128 | 2,242 | ||
Gain on change in value of warrant liability | 12,619 | 7,673 | ||
Interest expense | (33) | (57) | (41) | (87) |
Income before income taxes | 9,018 | 70 | 1,521 | 847 |
Income tax expense | (27) | (740) | ||
Net Income | 8,991 | 70 | 781 | 847 |
Net Income Attributable to Non-Controlling Interests (predecessor) | 11 | 16 | ||
Net Income Attributable to common shareholders (successor) and Controlling Interests (predecessor) | $ 8,991 | 59 | $ 781 | 831 |
Weighted average common shares outstanding | ||||
Basic | 17,888,140 | 17,852,493 | ||
Diluted | 18,752,938 | 20,145,284 | ||
Net Income (Loss) per common share | ||||
Basic | $ 0.50 | $ 0.04 | ||
Diluted | $ (0.19) | $ (0.34) | ||
Restaurant Sales Revenues [Member] | ||||
Business Acquisition [Line Items] | ||||
TOTAL REVENUE | $ 8,983 | 5,597 | $ 17,379 | 11,640 |
Royalty And Other Revenues [Member] | ||||
Business Acquisition [Line Items] | ||||
TOTAL REVENUE | 2,164 | 1,221 | 4,079 | 2,917 |
Royalty Brand Development And Coop Revenues [Member] | ||||
Business Acquisition [Line Items] | ||||
TOTAL REVENUE | 545 | 234 | 1,056 | 651 |
Franchise Fees [Member] | ||||
Business Acquisition [Line Items] | ||||
TOTAL REVENUE | $ 90 | $ 98 | $ 198 | $ 199 |
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 [Member] |
Beginning balance at Dec. 31, 2019 | $ 2,507 | $ 2,492 | $ 15 | |||
Net income | 847 | 831 | 16 | |||
Distributions | (65) | (65) | ||||
Ending balance at Jun. 30, 2020 | 3,289 | 3,258 | 31 | |||
Beginning balance at Mar. 31, 2020 | 3,264 | 3,244 | 20 | |||
Net income | 70 | 59 | 11 | |||
Distributions | (45) | (45) | ||||
Ending balance at Jun. 30, 2020 | 3,289 | $ 3,258 | $ 31 | |||
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 | 3,042 | 3,042 | ||||
Shares issued for share-based compensation | $ 75 | 75 | ||||
Shares issued for share-based compensation, Shares | 5,000 | |||||
Shares issued for warrant exercises, Shares | 7,969 | 7,969 | ||||
Exchange of UPO units, Shares | 283,669 | 283,669 | ||||
Net income | $ 781 | 781 | ||||
Ending Balance at Jun. 30, 2021 | 262,973 | $ 2 | 264,415 | (1,444) | ||
Ending Balance, Shares at Jun. 30, 2021 | 17,838,476 | |||||
Beginning balance at Mar. 31, 2021 | 251,387 | $ 2 | 261,820 | (10,435) | ||
Beginning Balance , Shares at Mar. 31, 2021 | 17,830,507 | |||||
Share-based compensation | 2,595 | 2,595 | ||||
Shares issued for warrant exercises, Shares | 7,969 | |||||
Net income | 8,991 | 8,991 | ||||
Ending Balance at Jun. 30, 2021 | $ 262,973 | $ 2 | $ 264,415 | $ (1,444) | ||
Ending Balance, Shares at Jun. 30, 2021 | 17,838,476 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES | ||
Net income | $ 781 | $ 847 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Provision for bad debts | 37 | |
Depreciation and amortization | 4,279 | 496 |
Gain on PPP loan forgiveness | (2,237) | |
Deferred income taxes | 740 | |
Share-based compensation | 3,117 | |
Forfeited franchise deposits | (67) | |
Change in fair value of warrant liability | (7,673) | |
Changes in operating assets and liabilities | ||
Accounts receivable | 121 | 128 |
Inventory | 5 | 77 |
Other assets | (56) | 102 |
Accounts payable - trade and other | 928 | 481 |
Other liabilities | 44 | |
Accrued expenses | 899 | (56) |
Deferred revenue | 98 | 67 |
Deferred rent | 238 | 248 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 1,254 | 2,389 |
NET CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (3,793) | (1,206) |
Trademark cost | (26) | |
Advances to related companies | (20) | (5,807) |
Repayments from related companies | 4,276 | |
Purchase of store | (650) | |
Deposit on sale | 907 | |
NET CASH USED IN INVESTING ACTIVITIES | (3,839) | (2,480) |
NET CASH FLOWS FROM FINANCING ACTIVITIES | ||
Payments on revolving line of credit | (3,012) | |
Payments on notes payable | (29) | |
Notes payable proceeds | 3,238 | |
Members’ distributions | (65) | |
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES | (3,041) | 3,173 |
NET (DECREASE) INCREASE IN CASH | (5,626) | 3,082 |
CASH, beginning of period | 40,383 | 2,417 |
CASH, end of period | $ 34,757 | $ 5,499 |
Description of Business and Org
Description of Business and Organization | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Business and Organization | 1. Description of Business and Organization BurgerFi International, Inc. (“BurgerFi,” the “Company,” or “Successor,” also “we,” “us,” and “our”), is a fast-casual “better burger” concept with 119 franchised and corporate owned restaurants, renowned for delivering an exceptional, all-natural premium burger experience in a refined, contemporary environment. BurgerFi offers a classic American menu of premium burgers, hot dogs, crispy chicken, frozen custard, hand-cut fries and onion rings, shakes, beer, wine and more. BurgerFi has become the go-to better burger restaurant for good times and high-quality food across the United States and beyond. Known for delivering the all-natural burger experience in a fast-casual environment, BurgerFi is committed to an uncompromising and rewarding dining experience that promises fresh food of transparent quality. On December 16, 2020 ( |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 2 . 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 and Rule 8-03 of Regulation S-X. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in the annual audited consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying consolidated balance sheet as of December 31, 2020 is derived from the Company’s audited financial statements as of that date. Because certain information and footnote disclosures have been condensed or omitted, these consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2020 contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”). In management’s opinion, all normal and recurring adjustments considered necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been included. When necessary, certain prior year amounts have been reclassified to conform to the current period presentation. Interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. The Company believes that the disclosures made in these unaudited condensed consolidated financial statements are adequate to make the information not misleading. 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 June 30, 2021 and December 31, 2020 is as follows: Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Year Ended December 31, 2020 Franchised stores, beginning of the period 98 102 117 Stores opened during the period 1 3 9 Stores transferred/sold to the Company — — (2 ) Stores closed during the period (2 ) (8 ) (22 ) Franchised stores, end of the period 97 97 102 Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Year Ended December 31, 2020 Corporate owned stores, beginning of the period 19 17 13 Stores opened during the period 3 5 2 Stores transferred/sold to the Company — — 2 Stores closed during the period — — — Corporate owned stores, end of the period 22 22 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 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The pandemic has significantly impacted economic conditions in the United States, where all of our corporate restaurants are located. The Company first began to experience impacts from COVID-19 around the middle of March 2020, as federal, state and local governments began to react to the public health crisis by encouraging or requiring social distancing, instituting stay-at-home orders, and requiring, in varying degrees, restaurant dine-in limitations, capacity limitations or other restrictions that largely limited restaurants to take-out, drive-thru and delivery sales. As a result of the required changes to consumer behavior to largely off-premises dining, as well as promotional activities associated with delivery, the Company experienced some recovery in sales at the end of the second quarter of 2020. The Company’s most significant declines in sales were in late March 2020 through the third week in April 2020. The Company experienced steady recovery in the business during the period ended June 30, 2021. However, it is possible that further outbreaks could limit our recovery. The Company continues to monitor the spread of new variants, including the pandemic’s recent emergence of the Delta variant, which appears to be the most transmissible variant to date and has resulted in an increase in cases in the United States and globally. As cases rise, mask mandates, social-distancing, travel restrictions and stay-at-home orders could be reinstated. The impact of the Delta variant cannot be predicted at this time, and could depend on numerous factors, including vaccination rates among the population, the effectiveness of COVID-19 vaccines against the Delta variant and the response by governmental bodies and regulators. An extended period of economic disruption could have a material adverse impact on our business, results of operations, access to sources of liquidity and overall financial condition. New Accounting Standards Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (“Topic 740”) as part of its Simplification Initiative. This guidance provides amendments to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The adoption of this ASU did not have a material impact on the unaudited condensed consolidated financial statements. New Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”) which requires lessees to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months and disclose certain information about the leasing arrangements. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. As an emerging growth company, this guidance will be effective for our fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact of the adoption of the new standard on the unaudited condensed consolidated financial statements. The FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“Topic 326”) in June 2016, subsequently amended by various standard updates. This guidance replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information when determining credit loss estimates and requires financial assets to be measured net of expected credit losses at the time of initial recognition. As an emerging growth company, this guidance will be effective for our fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of the adoption of the new standard on the unaudited condensed consolidated financial statements. Earnings per Share Basic earnings per share is computed by dividing net income attributable to shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income attributable to shareholders by the weighted average number of fully diluted shares, as calculated under the treasury stock method, which includes the potential effect of dilutive common stock equivalents. If the Company reports a loss, rather than income, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, as their effect would be anti-dilutive. The Company has considered the effect of (1) warrants outstanding to purchase 15,063,900 shares of common stock (2) 75,000 shares of common stock and warrants to purchase 75,000 shares of common stock in the unit purchase option, and (3) 2,210,100 shares underlying grants of restricted stock units in the calculation of income per share. 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 Ended June 30, 2021 Six Months Ended June 30, 2021 Numerator: Net income attributable to common shareholders $ 8,991 $ 781 Reversal of Gain on change in value of warrant liability (12,619 ) (7,673 ) Net loss attributable to common shareholders -diluted $ (3,628 ) $ (6,892 ) Denominator: Weighted average common shares outstanding, basic 17,888,140 17,852,493 Effect of dilutive securities Restricted stock grants and warrants 847,417 2,261,954 UPOs 17,381 30,837 Diluted weighted-average shares outstanding 18,752,938 20,145,284 Basic net income per common share $ 0.50 $ 0.04 Diluted net loss per common share $ (0.19 ) $ (0.34 ) |
Property & Equipment
Property & Equipment | 6 Months Ended |
Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Property & Equipment | 3. Property & Equipment Property and equipment, net consisted of the following (in thousands): June 30, 2021 December 31, 2020 Leasehold improvements $ 8,686 $ 5,477 Kitchen equipment and other equipment 1,557 1,548 Computers and office equipment 456 208 Furniture & fixtures 1,117 792 Vehicles 28 27 11,844 8,052 Less: Accumulated depreciation (703 ) (48 ) Property and equipment – net $ 11,141 $ 8,004 Depreciation expense for the Successor period for the three and six months ended June 30, 2021 was $350,000 and $655,000, respectively. Depreciation expense for the Predecessor period for the three and six months ended June 30, 2020 was $249,000 and $486,000, 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 $2,165,000 and $103,000 as of June 30, 2021 and December 31, 2020 related to construction in progress. Such amounts are not depreciated until placed into service. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 4. Intangible Assets The following is a summary of the components of intangible assets and the related accumulated amortization.: June 30, 2021 December 31, 2020 Intangible Assets (in thousands) Amount Accumulated Amortization Net Carrying Value Amount Accumulated Amortization Net Carrying Value Franchise agreements $ 24,839 $ 1,922 $ 22,917 $ 24,839 $ 147 $ 24,692 Trade names / trademarks 83,060 1,499 81,561 83,033 115 82,918 Liquor license 235 — 235 235 — 235 Reef Kitchens license agreement 8,882 481 8,401 8,882 37 8,845 VegeFi product 135 7 128 135 1 134 $ 117,151 $ 3,909 $ 113,242 $ 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. No impairments were recognized for the six months ended June 30, 2021 and 2020. Amortization expense for the Successor period for the three and six months ended June 30, 2021 was $1,821,000 and $3,624,000, respectively. Included within amortization expense is $7,500 and $15,000 for the three and six months ended June 30, 2021 related to the amortization of lease acquisition costs. The intangible assets for the Predecessor period from January 1, 2020 to June 30, 2020 were determined to be indefinite life intangibles. As such, no amortization expense was recognized for the three and six months ended June 30, 2020. 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 $ 3,609 2022 7,219 2023 7,219 2024 7,219 2025 7,219 2026 and thereafter 80,522 Total $ 113,007 |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | 5. Business Combinations On December 16, 2020, the Company consummated the Business Combination. This acquisition qualified as a business combination under ASC 805. Accordingly, the Company recorded all assets acquired and liabilities assumed at their acquisition-date fair values, with any excess recognized as goodwill. The aggregate value of the consideration paid by 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 c) contingent earnout consideration (Contingent Consideration) valued at approximately $103,207,000. The former members of BurgerFi may be entitled to additional shares of Common Stock if certain stock price targets are met by the Company (“Earnout Share Consideration”) on a pro-rata basis based on their pre-closing ownership percentages subject to the Company achieving certain share price targets through December 15, 2023. No such price targets were achieved during the six months ended June 30, 2021. The allocation of the excess purchase price was based upon preliminary estimates and assumptions and is subject to revision when the Company receives final information. Accordingly, the measurement period for such purchase price allocations will end when the information, or the facts and circumstances, become available, but will not exceed twelve months from the date of acquisition. The following table represents changes to goodwill from the initial purchase price allocation as of June 30, 2021: (in thousands) Goodwill as of December 31, 2020 $ 119,542 Adjustments 3,825 Goodwill as of June 30, 2021 $ 123,367 Adjustments to goodwill during the period ended June 30, 2021 were made to reflect the facts and circumstances in existence as of the Business Combination date and include updates to estimates of provisional amounts recorded as of the Business Combination date. The adjustments primarily related to updating the fair value recorded for a provisional estimate of lease guarantees provided by the Company. See Note 6. The adjustment resulted in an increase to goodwill and other liabilities on the accompanying condensed consolidated balance sheet. |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2021 | |
Variable Interest Entity [Abstract] | |
Variable Interest Entities | 6. 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. 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 that results from the lease guarantees amounts to approximately $5,847,000. The Company 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 for the three and six months ended June 30, 2020 were $831,000 and $1,696,000, respectively. Net loss and net income for the consolidated VIE for the Predecessor period for the three and six months ended June 30, 2020, respectively, were $3,000 and $22,000, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. 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 assets in the accompanying condensed consolidated balance sheets. These advances are unsecured and non-interest bearing. There were approximately $94,000 and $74,000 included as due from related companies in the condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020, respectively. There were no amounts due to related companies as of June 30, 2021 and December 31, 2020. For the Successor period, for the three and six months ended due June 30, 2021, the Company received royalty revenue from franchisees related to a significant shareholder totaling approximately $191,000 and $288,000, respectively. For the Predecessor period, for the three and six months ended June 30, 2020, the Company received royalty revenue from franchisees related to a significant shareholder totaling approximately $182,000 and $291,000, respectively. 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, for the three and six months ended June 30, 2021, rent expense was approximately $56,000 and $112,000, respectively. For the Predecessor period, for the three and six months ended June 30, 2020, rent expense was $40,000 and $80,000, respectively. The Company leases building space for a restaurant located in Virginia from an entity (i) in which our Executive Chairman of the Board has a minority ownership interest, and (ii) which is managed by an entity in which our Executive Chairman has an indirect ownership interest. This lease, entered into on October 21, 2020, is for a 10-year term effective on the earlier to occur of the date the tenant opened for business and 180 days from the date the landlord delivered possession of the premises to the tenant. In April 2021, the Company entered into an independent contractor agreement with a corporation (the “Consultant”) for which the Chief Operating Officer of Lionheart Capital, LLC, an entity controlled by the Company’s Executive Chairman of the Board, serves as President. Pursuant to the terms of the agreement, the Consultant shall provide certain strategic advisory services to the Company in exchange for total annual cash compensation and expense reimbursements of $100,000, payable in twelve (12) equal monthly payments beginning in April 2021. The Consultant has also received an additional $29,166 of cash compensation for services provided in April 2021. Also, the Consultant received an award of 50,000 restricted stock units, which shall vest in five equal annual installments, subject to the Company achieving certain annual revenue targets starting in 2021 |
Other Assets
Other Assets | 6 Months Ended |
Jun. 30, 2021 | |
Other Assets [Abstract] | |
Other Assets | 8. Other Assets Other assets consisted of the following (in thousands): June 30, 2021 December 31, 2020 Lease Acquisition Costs, net of accumulated amortization $ 3 $ 18 Deposits and other non-current assets 256 233 Other assets $ 259 $ 251 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Leases The Company has entered into operating leases for its corporate headquarters and company owned and operated restaurants. For the Successor period, for the three and six months ended June 30, 2021, rent expense under these leases was approximately $891,000 and $1,732,000, respectively. For the Predecessor period, for the three and six months ended June 30, 2020, rent expense for these leases was approximately $689,000 and $1,316,000, respectively. These lease agreements expire on various dates through 2031 and have renewal options. Approximate future minimum payments on these operating leases as of June 30, 2021 are as follows (in thousands): Remainder of 2021 $ 1,015 2022 3,936 2023 4,016 2024 3,855 2025 3,879 2026 and thereafter 30,713 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 to April 2020, the Company received three cash deposits totaling $906,500 in connection with this transaction. The closing of this transaction has been delayed due additional negotiation that has been on-going through the filing date of this report. In the event the transaction is terminated, the Company will begin operating the restaurant, and return the $906,500 to the unrelated third-party purchaser. Assets used in the operations of BF Dania Beach, LLC totaling $732,000 have been classified as held for sale as of June 30, 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. The Company cannot predict the outcome of the action at this time. As a result, the Company cannot reasonably estimate a range of loss for this action and accordingly has not accrued any liability associated with this action. T 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 subpoenas) on July 9, 2020 as well as a motion to strike BurgerFi International, LLC’s affirmative defenses on July 16, 2020. BurgerFi International, LLC filed objections to the non-party subpoenas on July 20, 2020. On September 11, 2020, a motion to dismiss was heard by the court and certain claims were dismissed. The complaint now involves claims for alleged Breach of Contract (Count I) and alleged Action for Equitable Relief Including an Accounting and Constructive Lien (Count II). Mediation was held on June 15, 2021, but the parties were not able to come to an agreement. The Company cannot predict the outcome of the action at this time. As a result, the Company cannot reasonably estimate a range of loss for this action and accordingly has not accrued any liability associated with this action. T 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. The Company has reported the claim to its 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. On June 28, 2021, the Company was advised that this former employee filed suit, and on August 2, 2021, the Company accepted service of this lawsuit. The Company cannot predict the outcome of the action at this time. As a result, the Company cannot reasonably estimate a range of loss for this action and accordingly has not accrued any liability associated with this action. T he Company does not believe this claim will result in a material unfavorable outcome. On March 22, 2021, the Company received a letter from an attorney representing the franchisee that is in the process of purchasing a BurgerFi restaurant. The letter was sent in response to the Company’s demand letter to the franchisee requesting that he pays the balance of the purchase price and execute the franchise agreement that permits the operation of the restaurant. The franchisee has refused to do both and is now claiming that the purchase price was verbally lowered. In addition, the franchisee attorney’s letter claims that the Company owes his client monies resulting from the franchisees’ purchase of equipment in reliance on the Company’s supposed verbal representation to use the franchisees’ marketing services. The Company cannot predict the outcome of the action at this time. As a result, the Company cannot reasonably estimate a range of loss for this action and accordingly has not accrued any liability associated with this action. T In June 2021, the Company received a letter from a shareholder claiming a breach of a registration rights agreement. The shareholder claims that the Company violated the terms of the agreement and that this caused it to incur damages, including lost profits. The Company has denied any breach or liability. The Company intends to defend the case vigorously if a resolution cannot be reached and the shareholder initiates litigation. At this preliminary stage, it is difficult to provide an evaluation of the likelihood of an unfavorable outcome or a reasonable estimate of the amount or range of potential loss, and accordingly the Company has not accrued any liability associated with this action. 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 | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Line of Credit | 10. 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 | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | 11. Notes Payable Notes Payable (in thousands) June 30, 2021 December 31, 2020 Paycheck Protection Program (“PPP”) $ — $ 2,237 Installment note payable 524 555 Other notes payable - No recourse to the general credit of the Company 170 168 Total notes payable 694 2,960 Less: current portion (73 ) (1,438 ) Total notes payable - long term portion $ 621 $ 1,522 On May 11, 2020, the Company received loan proceeds in the amount of $2,237,000 under the Paycheck Protection Program (“PPP”). During the six months ended June 30, 2021, all PPP loans amounting to $2,237,000 were forgiven by the Small Business Administration (“SBA”). The installment note payable relates to a note payable to an individual, issued in connection with the Company’s April 2020 acquisition of a franchised restaurant, monthly payments of $9,000 over a seven-year |
Supplemental Disclosure of Nonc
Supplemental Disclosure of Noncash Activities | 6 Months Ended |
Jun. 30, 2021 | |
Noncash Or Part Noncash Acquisition Net Nonmonetary Assets Acquired Liabilities Assumed [Abstract] | |
Supplemental Disclosure Of Noncash Activities | 12. Supplemental Disclosure of Noncash Activities As noted in Note 5, during the six months ended June 30, 2021, the Company recorded certain adjustments to goodwill in the amount of $3,825,000 to update the estimates of provisional amounts recorded as of the Business Combination date. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 13. Stockholders’ Equity Common Stock The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. At June 30, 2021 and December 31, 2020, there were 17,838,476 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 June 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. Warrants and Options As of June 30, 2021, the Company had the following warrants and options outstanding: • 15,063,900 December 2025 • 75,000 During the six months ended June 30, 2021, the Company exchanged 675,000 UPO units for 283,669 common shares in a cashless exercise and issued 7,969 shares in cashless warrant exercises. 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 instrument, and as such, the warrants are accounted for as liabilities in accordance with ASC 815-40, with changes in fair value included in the condensed consolidated statement of operations. 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 $8,843,000 and $16,516,000 at June 30, 2021 and December 31, 2020, respectively. The change in value of warrant liability for the three and six months ended June 30, 2021 was $12,619,000, and $7,673,000, respectively and is recognized in the accompanying 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 six months ended June 30, 2021: (in thousands) Level 3 (Black Scholes) Liability at December 31, 2020 $ 16,516 Gain during the six months ended June 30, 2021 (7,673 ) Liability at June 30, 2021 $ 8,843 The fair value of the warrants are determined using the publicly-traded price of our common stock on the valuation dates of $10.00 on June 30, 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 $2.46 and $4.60 on June 30, 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 0.76 % 0.36 % Expected life in years 4.47 5 Expected volatility 34.3 % 30.0 % Expected dividend yield 0 % 0 % |
Share-based Compensation
Share-based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-based Compensation | 14. Share-based Compensation The Company has the ability to grant stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and performance compensation awards to current or prospective employees, directors, officers, consultants or advisors under the Company’s 2020 Omnibus Equity Incentive Plan. Restricted Stock Units The following table summarizes activity of Restricted Stock Units during the six months ended June 30, 2021: Number of Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested at December 31, 2020 1,250,000 $ 15.28 Granted 1,105,700 $ 14.62 Vested — Forfeited (145,600 ) $ 14.10 Non-vested at June 30, 2021 2,210,100 $ 14.94 The grant date fair value of Restricted Stock Units that vested during the three and six months ended June 30, 2021 was $2,595,000 and $3,117,000, respectively, net of forfeitures. As of June 30, 2021, there was approximately $30,047,000 of total unrecognized compensation cost related to unvested restricted stock units or performance stock awards to be recognized over a weighted average period of 4-5 years. The unrecognized portion of share-based compensation for unvested Market Condition restricted stock units (included in above) is approximately $2,649,000 over 2.60 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 performance-based awards to certain officers and key employees and a consultant. The vesting of these awards is contingent upon meeting one or more defined operational or financial goals (a performance condition) or common stock share prices (a market condition). 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 certain goals was deemed probable as of June 30, 2021. Accordingly, the Company recognized share-based compensation expense of approximately $1,194,000 in relation to these awards during the three and six months ended June 30, 2021. 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 and six months ended June 30, 2021, $1,155,000, and $1,403,000, respectively, representing a fair value of $10.76 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 and a consultant. 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 restricted unit 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 six months ended June 30, 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 at December 31, 2020 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 (85,600 ) $ 16.15 — (60,000 ) $ 11.17 Non-vested at June 30, 2021 1,578,100 $ 15.81 252,000 $ 15.79 380,000 $ 10.76 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 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 and Rule 8-03 of Regulation S-X. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in the annual audited consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying consolidated balance sheet as of December 31, 2020 is derived from the Company’s audited financial statements as of that date. Because certain information and footnote disclosures have been condensed or omitted, these consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2020 contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”). In management’s opinion, all normal and recurring adjustments considered necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been included. When necessary, certain prior year amounts have been reclassified to conform to the current period presentation. Interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. The Company believes that the disclosures made in these unaudited condensed consolidated financial statements are adequate to make the information not misleading. 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 June 30, 2021 and December 31, 2020 is as follows: Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Year Ended December 31, 2020 Franchised stores, beginning of the period 98 102 117 Stores opened during the period 1 3 9 Stores transferred/sold to the Company — — (2 ) Stores closed during the period (2 ) (8 ) (22 ) Franchised stores, end of the period 97 97 102 Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Year Ended December 31, 2020 Corporate owned stores, beginning of the period 19 17 13 Stores opened during the period 3 5 2 Stores transferred/sold to the Company — — 2 Stores closed during the period — — — Corporate owned stores, end of the period 22 22 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 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The pandemic has significantly impacted economic conditions in the United States, where all of our corporate restaurants are located. The Company first began to experience impacts from COVID-19 around the middle of March 2020, as federal, state and local governments began to react to the public health crisis by encouraging or requiring social distancing, instituting stay-at-home orders, and requiring, in varying degrees, restaurant dine-in limitations, capacity limitations or other restrictions that largely limited restaurants to take-out, drive-thru and delivery sales. As a result of the required changes to consumer behavior to largely off-premises dining, as well as promotional activities associated with delivery, the Company experienced some recovery in sales at the end of the second quarter of 2020. The Company’s most significant declines in sales were in late March 2020 through the third week in April 2020. The Company experienced steady recovery in the business during the period ended June 30, 2021. However, it is possible that further outbreaks could limit our recovery. The Company continues to monitor the spread of new variants, including the pandemic’s recent emergence of the Delta variant, which appears to be the most transmissible variant to date and has resulted in an increase in cases in the United States and globally. As cases rise, mask mandates, social-distancing, travel restrictions and stay-at-home orders could be reinstated. The impact of the Delta variant cannot be predicted at this time, and could depend on numerous factors, including vaccination rates among the population, the effectiveness of COVID-19 vaccines against the Delta variant and the response by governmental bodies and regulators. An extended period of economic disruption could have a material adverse impact on our business, results of operations, access to sources of liquidity and overall financial condition. |
New Accounting Standards Adopted | New Accounting Standards Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (“Topic 740”) as part of its Simplification Initiative. This guidance provides amendments to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The adoption of this ASU did not have a material impact on the unaudited condensed consolidated financial statements. |
New Accounting Pronouncements | New Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”) which requires lessees to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months and disclose certain information about the leasing arrangements. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. As an emerging growth company, this guidance will be effective for our fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact of the adoption of the new standard on the unaudited condensed consolidated financial statements. The FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“Topic 326”) in June 2016, subsequently amended by various standard updates. This guidance replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information when determining credit loss estimates and requires financial assets to be measured net of expected credit losses at the time of initial recognition. As an emerging growth company, this guidance will be effective for our fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of the adoption of the new standard on the unaudited condensed consolidated financial statements. |
Net Loss per Common Share | Earnings per Share Basic earnings per share is computed by dividing net income attributable to shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income attributable to shareholders by the weighted average number of fully diluted shares, as calculated under the treasury stock method, which includes the potential effect of dilutive common stock equivalents. If the Company reports a loss, rather than income, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, as their effect would be anti-dilutive. The Company has considered the effect of (1) warrants outstanding to purchase 15,063,900 shares of common stock (2) 75,000 shares of common stock and warrants to purchase 75,000 shares of common stock in the unit purchase option, and (3) 2,210,100 shares underlying grants of restricted stock units in the calculation of income per share. 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 Ended June 30, 2021 Six Months Ended June 30, 2021 Numerator: Net income attributable to common shareholders $ 8,991 $ 781 Reversal of Gain on change in value of warrant liability (12,619 ) (7,673 ) Net loss attributable to common shareholders -diluted $ (3,628 ) $ (6,892 ) Denominator: Weighted average common shares outstanding, basic 17,888,140 17,852,493 Effect of dilutive securities Restricted stock grants and warrants 847,417 2,261,954 UPOs 17,381 30,837 Diluted weighted-average shares outstanding 18,752,938 20,145,284 Basic net income per common share $ 0.50 $ 0.04 Diluted net loss per common share $ (0.19 ) $ (0.34 ) |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Store Activity | Store activity for the periods ended June 30, 2021 and December 31, 2020 is as follows: Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Year Ended December 31, 2020 Franchised stores, beginning of the period 98 102 117 Stores opened during the period 1 3 9 Stores transferred/sold to the Company — — (2 ) Stores closed during the period (2 ) (8 ) (22 ) Franchised stores, end of the period 97 97 102 Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Year Ended December 31, 2020 Corporate owned stores, beginning of the period 19 17 13 Stores opened during the period 3 5 2 Stores transferred/sold to the Company — — 2 Stores closed during the period — — — Corporate owned stores, end of the period 22 22 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 Ended June 30, 2021 Six Months Ended June 30, 2021 Numerator: Net income attributable to common shareholders $ 8,991 $ 781 Reversal of Gain on change in value of warrant liability (12,619 ) (7,673 ) Net loss attributable to common shareholders -diluted $ (3,628 ) $ (6,892 ) Denominator: Weighted average common shares outstanding, basic 17,888,140 17,852,493 Effect of dilutive securities Restricted stock grants and warrants 847,417 2,261,954 UPOs 17,381 30,837 Diluted weighted-average shares outstanding 18,752,938 20,145,284 Basic net income per common share $ 0.50 $ 0.04 Diluted net loss per common share $ (0.19 ) $ (0.34 ) |
Property & Equipment (Tables)
Property & Equipment (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment, net consisted of the following (in thousands): June 30, 2021 December 31, 2020 Leasehold improvements $ 8,686 $ 5,477 Kitchen equipment and other equipment 1,557 1,548 Computers and office equipment 456 208 Furniture & fixtures 1,117 792 Vehicles 28 27 11,844 8,052 Less: Accumulated depreciation (703 ) (48 ) Property and equipment – net $ 11,141 $ 8,004 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 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 accumulated amortization.: June 30, 2021 December 31, 2020 Intangible Assets (in thousands) Amount Accumulated Amortization Net Carrying Value Amount Accumulated Amortization Net Carrying Value Franchise agreements $ 24,839 $ 1,922 $ 22,917 $ 24,839 $ 147 $ 24,692 Trade names / trademarks 83,060 1,499 81,561 83,033 115 82,918 Liquor license 235 — 235 235 — 235 Reef Kitchens license agreement 8,882 481 8,401 8,882 37 8,845 VegeFi product 135 7 128 135 1 134 $ 117,151 $ 3,909 $ 113,242 $ 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 $ 3,609 2022 7,219 2023 7,219 2024 7,219 2025 7,219 2026 and thereafter 80,522 Total $ 113,007 |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Schedule of Goodwill | The following table represents changes to goodwill from the initial purchase price allocation as of June 30, 2021: (in thousands) Goodwill as of December 31, 2020 $ 119,542 Adjustments 3,825 Goodwill as of June 30, 2021 $ 123,367 |
Other Assets (Tables)
Other Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Other Assets [Abstract] | |
Summary of Other Assets | Other assets consisted of the following (in thousands): June 30, 2021 December 31, 2020 Lease Acquisition Costs, net of accumulated amortization $ 3 $ 18 Deposits and other non-current assets 256 233 Other assets $ 259 $ 251 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments on Operating Leases | Approximate future minimum payments on these operating leases as of June 30, 2021 are as follows (in thousands): Remainder of 2021 $ 1,015 2022 3,936 2023 4,016 2024 3,855 2025 3,879 2026 and thereafter 30,713 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Notes Payable [Abstract] | |
Summary of Notes Payable | Notes Payable (in thousands) June 30, 2021 December 31, 2020 Paycheck Protection Program (“PPP”) $ — $ 2,237 Installment note payable 524 555 Other notes payable - No recourse to the general credit of the Company 170 168 Total notes payable 694 2,960 Less: current portion (73 ) (1,438 ) Total notes payable - long term portion $ 621 $ 1,522 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2021: (in thousands) Level 3 (Black Scholes) Liability at December 31, 2020 $ 16,516 Gain during the six months ended June 30, 2021 (7,673 ) Liability at June 30, 2021 $ 8,843 |
Summary of Input Variables | The input variables for the Black Scholes are noted in the table below: 2021 2020 Risk-free interest rate 0.76 % 0.36 % Expected life in years 4.47 5 Expected volatility 34.3 % 30.0 % Expected dividend yield 0 % 0 % |
Share-based Compensation (Table
Share-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Summary of Input Variables | The input variables for the Black Scholes are noted in the table below: 2021 2020 Risk-free interest rate 0.76 % 0.36 % Expected life in years 4.47 5 Expected volatility 34.3 % 30.0 % Expected dividend yield 0 % 0 % |
Restricted Stock [Member] | |
Summary of Activity of Restricted Shares | The following table summarizes activity of Restricted Stock Units during the six months ended June 30, 2021: Number of Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested at December 31, 2020 1,250,000 $ 15.28 Granted 1,105,700 $ 14.62 Vested — Forfeited (145,600 ) $ 14.10 Non-vested at June 30, 2021 2,210,100 $ 14.94 |
Performance Shares [Member] | |
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 % |
Service Condition Shares [Member] | |
Summary of Activity of Restricted Shares | The following table summarizes activity of the restricted stock units by vesting condition during the six months ended June 30, 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 at December 31, 2020 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 (85,600 ) $ 16.15 — (60,000 ) $ 11.17 Non-vested at June 30, 2021 1,578,100 $ 15.81 252,000 $ 15.79 380,000 $ 10.76 |
Description of Business and O_2
Description of Business and Organization - (Details) | Jun. 30, 2021Store |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of Stores | 119 |
Basis of Presentation - Summary
Basis of Presentation - Summary of Store activity (Details) - Store | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule Of Store Activity [Line Items] | |||
Stores, end of the period | 119 | 119 | |
Franchised Stores [Member] | |||
Schedule Of Store Activity [Line Items] | |||
Stores, beginning of the period | 98 | 102 | 117 |
Stores opened during the period | 1 | 3 | 9 |
Stores transferred/sold to the Company | (2) | ||
Stores closed during the period | (2) | (8) | (22) |
Stores, end of the period | 97 | 97 | 102 |
Corporate Owned Stores [Member] | |||
Schedule Of Store Activity [Line Items] | |||
Stores, beginning of the period | 19 | 17 | 13 |
Stores opened during the period | 3 | 5 | 2 |
Stores transferred/sold to the Company | 2 | ||
Stores, end of the period | 22 | 22 | 17 |
Basis of Presentation - (Detail
Basis of Presentation - (Details) | 6 Months Ended |
Jun. 30, 2021shares | |
Common Stock [Member] | |
Antidilutive securities excluded from computation of earnings per share | 15,063,900 |
Common Stock [Member] | Over-Allotment Option [Member] | |
Antidilutive securities excluded from computation of earnings per share | 75,000 |
Warrant [Member] | |
Antidilutive securities excluded from computation of earnings per share | 75,000 |
Restricted Stock [Member] | |
Antidilutive securities excluded from computation of earnings per share | 2,210,100 |
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 | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accounting Policies [Abstract] | ||||
Net income attributable to common shareholders | $ 8,991 | $ 59 | $ 781 | $ 831 |
Reversal of Gain on change in value of warrant liability | (12,619) | (7,673) | ||
Net loss attributable to common shareholders -diluted | $ (3,628) | $ (6,892) | ||
Weighted average common shares outstanding, basic | 17,888,140 | 17,852,493 | ||
Restricted stock grants and warrants | 847,417 | 2,261,954 | ||
UPOs | 17,381 | 30,837 | ||
Diluted weighted-average shares outstanding | 18,752,938 | 20,145,284 | ||
Basic net income per common share | $ 0.50 | $ 0.04 | ||
Diluted net loss per common share | $ (0.19) | $ (0.34) |
Property & Equipment - Summary
Property & Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment - gross | $ 11,844 | $ 8,052 |
Less: Accumulated depreciation | (703) | (48) |
Property and equipment – net | 11,141 | 8,004 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment - gross | 8,686 | 5,477 |
Kitchen equipment and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment - gross | 1,557 | 1,548 |
Computers and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment - gross | 456 | 208 |
Furniture & fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment - gross | 1,117 | 792 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment - gross | $ 28 | $ 27 |
Property & Equipment (Details)
Property & Equipment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |||||
Depreciation expense | $ 350,000 | $ 249,000 | $ 655,000 | $ 486,000 | |
Leasehold improvements | $ 2,165,000 | $ 2,165,000 | $ 103,000 |
Intangible Assets - Summary of
Intangible Assets - Summary of Components of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets [Line Items] | ||
Amount | $ 117,151 | $ 117,124 |
Accumulated Amortization | 3,909 | 300 |
Net Carrying Value | 113,242 | 116,824 |
Franchise Rights [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Amount | 24,839 | 24,839 |
Accumulated Amortization | 1,922 | 147 |
Net Carrying Value | 22,917 | 24,692 |
Trademarks and Trade Names [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Amount | 83,060 | 83,033 |
Accumulated Amortization | 1,499 | 115 |
Net Carrying Value | 81,561 | 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 | 481 | 37 |
Net Carrying Value | 8,401 | 8,845 |
Vege Fi Product [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Amount | 135 | 135 |
Accumulated Amortization | 7 | 1 |
Net Carrying Value | $ 128 | $ 134 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Impairment of Intangible Assets | $ 0 | $ 0 | ||
Amortization expense | $ 1,821,000 | $ 0 | 3,624,000 | $ 0 |
Amortization of lease acquisition cost | $ 7,500 | $ 15,000 |
Intangible Assets - Summary o_2
Intangible Assets - Summary of Components of Related Amortization Expense (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Remainder of 2021 | $ 3,609 |
2022 | 7,219 |
2023 | 7,219 |
2024 | 7,219 |
2025 | 7,219 |
2026 and thereafter | 80,522 |
Total | $ 113,007 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) | Dec. 16, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Issuance of common stock | 17,838,476 | 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 |
Business Combinations - Schedul
Business Combinations - Schedule of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Business Combination Goodwill [Abstract] | |
Goodwill as of December 31, 2020 | $ 119,542 |
Adjustments | 3,825 |
Goodwill as of June 30, 2021 | $ 123,367 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Variable Interest Entity [Line Items] | ||||
Net income (loss) | $ 8,991,000 | $ 59,000 | $ 781,000 | $ 831,000 |
Variable Interest Entity [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Variable Interest Entity, Maximum Loss Exposure, Amount | 5,847,000 | 5,847,000 | ||
Operating lease liability, current | $ 3,306,000 | $ 3,306,000 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other liabilities | Other liabilities | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 831,000 | 1,696,000 | ||
Net income (loss) | $ (3,000) | $ 22,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | Oct. 21, 2020 | Apr. 30, 2021USD ($)Installmentshares | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Jan. 01, 2020 |
Amounts due from related parties repayment period, description | not expected to be repaid within one year | |||||||
Due from related companies | $ 94,000 | $ 94,000 | $ 74,000 | |||||
Due to related companies | 0 | 0 | $ 0 | |||||
Lease term | 10 years | 36 months | ||||||
Rent expense | 56,000 | $ 40,000 | $ 112,000 | $ 80,000 | ||||
Term of possession of premises to tenant | 180 days | |||||||
Annual cash compensation and expense reimbursements | $ 100,000 | |||||||
Annual cash compensation and expense reimbursements payment description | twelve (12) equal monthly payments | |||||||
Additional cash compensation for services | $ 29,166 | |||||||
Restricted Stock Units [Member] | ||||||||
Shares issued for consultancy services | shares | 50,000 | |||||||
Number of equal annual installments | Installment | 5 | |||||||
Royalty [Member] | ||||||||
Royalty revenue received from franchisees | $ 191,000 | $ 182,000 | $ 288,000 | $ 291,000 |
Other Assets - Summary of Other
Other Assets - Summary of Other Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Other Assets [Abstract] | ||
Lease Acquisition Costs, net of accumulated amortization | $ 3 | $ 18 |
Deposits and other non-current assets | 256 | 233 |
Other assets | $ 259 | $ 251 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | |||
Feb. 29, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Apr. 30, 2020USD ($)Deposit | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Commitments And Contingencies [Line Items] | |||||||
Operating leases, rent expense | $ 891,000 | $ 689,000 | $ 1,732,000 | $ 1,316,000 | |||
Assets held for sale | 732,000 | 732,000 | $ 732,000 | ||||
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 | Deposit | 3 | ||||||
Cash deposits received | $ 906,500 | ||||||
Cash deposits returned to unrelated third-party purchaser | $ 906,500 | ||||||
Assets held for sale | $ 732,000 | $ 732,000 | $ 732,000 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Future Minimum Payments of Operating Leases (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Schedule Of Future Minimum Rental Payments For Operating Leases [Abstract] | |
Remainder of 2021 | $ 1,015 |
2022 | 3,936 |
2023 | 4,016 |
2024 | 3,855 |
2025 | 3,879 |
2026 and thereafter | $ 30,713 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Jan. 31, 2021 | Jun. 30, 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 | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total notes payable | $ 694 | $ 2,960 |
Less: current portion | (73) | (1,438) |
Notes Payable | 621 | 1,522 |
Note Payable to Bank [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | 524 | 555 |
Note Payable to Bank [Member] | Paycheck Protection Program [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | 2,237 | |
Other Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Other notes payable - No recourse to the general credit of the Company | $ 170 | $ 168 |
Notes Payable (Details)
Notes Payable (Details) - Note Payable to Bank [Member] - USD ($) | May 11, 2020 | Jun. 30, 2021 |
Schedule Of Notes Payable [Line Items] | ||
Debt instrument forgiveness | $ 2,237,000 | |
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 | $ 9,000 | |
Notes payable, amortization period | 7 years | |
Note payable to bank, maturity date | Jun. 1, 2024 | |
Paycheck Protection Program [Member] | ||
Schedule Of Notes Payable [Line Items] | ||
Loan proceeds received | $ 2,237,000 |
Supplemental Disclosure of Non
Supplemental Disclosure of Non Cash Activities - Additional Information (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Noncash Or Part Noncash Acquisition Value Of Assets Acquired [Abstract] | |
Adjustments | $ 3,825 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Stockholders Equity Details [Line Items] | |||
Common stock, authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, Shares outstanding | 17,838,476 | 17,838,476 | 17,541,838 |
Common stock, voting rights | Holders of the Company’s common stock are entitled to one vote for each share. | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, authorized | 10,000,000 | 10,000,000 | |
Preferred stock, issued | 0 | 0 | 0 |
Preferred stock, outstanding | 0 | 0 | 0 |
Warrants outstanding | 15,063,900 | 15,063,900 | 0 |
Warrants exercise price | $ 11.50 | $ 11.50 | |
Number of Shares that warrants exercisable for | 1 | 1 | |
UPO units that are exercisable | 75,000 | ||
Number of UPO units exchanged | 675,000 | ||
Exchange of UPO units, Shares | 283,669 | ||
Shares issued for warrant exercises, Shares | 7,969 | ||
Derivative warrant liability | $ 8,843,000 | $ 8,843,000 | $ 16,516,000 |
Change in fair value of warrant liability | $ 12,619,000 | $ 7,673,000 | |
Share Price (in Dollars per share) | $ 10 | $ 10 | $ 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 | 11,468,900 | 11,468,900 | |
Warrants and Rights Outstanding, Maturity Date | Dec. 31, 2025 | Dec. 31, 2025 | |
Private Placement Warrants [Member] | |||
Stockholders Equity Details [Line Items] | |||
Warrants outstanding | 3,000,000 | 3,000,000 | |
Private Warrants [Member] | |||
Stockholders Equity Details [Line Items] | |||
Warrants outstanding | 445,000 | 445,000 | |
Warrants exercise price | $ 2.46 | $ 2.46 | $ 4.60 |
Working Capital Warrants [Member] | |||
Stockholders Equity Details [Line Items] | |||
Warrants outstanding | 150,000 | 150,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Analysis of Changes in Warrant Liability (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrant liability, Beginning balance | $ 16,516,000 | |
Change in fair value of warrant liability | $ (12,619,000) | (7,673,000) |
Warrant liability, Ending balance | 8,843,000 | 8,843,000 |
Level 3 Black Scholes [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrant liability, Beginning balance | 16,516,000 | |
Change in fair value of warrant liability | (7,673,000) | |
Warrant liability, Ending balance | $ 8,843,000 | $ 8,843,000 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Input Variables (Details) - Derivative Warrant Liability [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Stockholders Equity Details [Line Items] | ||
Risk-free interest rate | 0.76% | 0.36% |
Expected life in years | 4 years 5 months 19 days | 5 years |
Expected volatility | 34.30% | 30.00% |
Expected dividend yield | 0.00% | 0.00% |
Share-based Compensation - Summ
Share-based Compensation - Summary of Activity of Restricted Shares (Detail) | 6 Months Ended |
Jun. 30, 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, Forfeited | shares | (145,600) |
Number of Restricted Shares, Ending balance | shares | 2,210,100 |
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, Forfeited | $ / shares | 14.10 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 14.94 |
Performance Condition Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Non-vested Opening balance | shares | 950,000 |
Shares, Granted | shares | 713,700 |
Shares, Forfeited | shares | (85,600) |
Shares, Non-vested Ending balance | shares | 1,578,100 |
Weighted Average Grant Date Fair Value, Non-vested Opening balance | $ / shares | $ 15.70 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 16.15 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 16.15 |
Weighted Average Grant Date Fair Value, Non-vested Ending balance | $ / shares | $ 15.81 |
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, Granted | $ / shares | 16.15 |
Weighted Average Grant Date Fair Value, Non-vested Ending balance | $ / shares | $ 15.79 |
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, Forfeited | shares | (60,000) |
Shares, Non-vested Ending balance | shares | 380,000 |
Weighted Average Grant Date Fair Value, Non-vested Opening balance | $ / shares | $ 10.45 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 11.17 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 11.17 |
Weighted Average Grant Date Fair Value, Non-vested Ending balance | $ / shares | $ 10.76 |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Detail) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021USD ($)$ / shares | Jun. 30, 2021USD ($)$ / shares | |
Restricted Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant date fair value of shares vested | $ 2,595,000 | $ 3,117,000 |
Unrecognized compensation cost | 30,047,000 | $ 30,047,000 |
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 | |
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 | |
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 7 months 6 days | |
Unrecognized compensation cost | 2,649,000 | $ 2,649,000 |
Share-based compensation expense | $ 1,155,000 | $ 1,403,000 |
Share-based compensation fair value per share | $ / shares | $ 10.76 | $ 10.76 |
Performance Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 1,194,000,000 | $ 1,194,000,000 |
Share-based Compensation - Su_2
Share-based Compensation - Summary of Input Variables (Detail) - Performance Shares [Member] | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 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. |