Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 11, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 001-38417 | ||
Entity Registrant Name | BurgerFi International, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-2418815 | ||
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 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 178,384,760 | ||
Entity Common Stock, Shares Outstanding | 22,042,583 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001723580 | ||
Common Stock Par Value 0.0001 Per Share 2 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | BFI | ||
Security Exchange Name | NASDAQ | ||
Redeemable Warrants Each Exercisable For One Share Of Common Stock At An Exercise Price of 11.50 per share 1 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share | ||
Trading Symbol | BFIIW | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | BDO USA, LLPCertified Public Accountants |
Auditor Location | West Palm Beach, Florida |
Auditor Firm ID | 243 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 14,889 | $ 37,150 |
Cash - restricted | 0 | 3,233 |
Accounts receivable, net | 1,689 | 718 |
Inventory | 1,387 | 268 |
Asset held for sale | 732 | 732 |
Other current assets | 2,526 | 1,607 |
TOTAL CURRENT ASSETS | 21,223 | 43,708 |
PROPERTY & EQUIPMENT, net | 29,035 | 8,004 |
DUE FROM RELATED COMPANIES | 0 | 74 |
Goodwill as of December 31, 2020 | 98,000 | 119,542 |
INTANGIBLE ASSETS, net | 168,723 | 116,824 |
DEFERRED INCOME TAXES | 0 | 713 |
OTHER ASSETS | 738 | 251 |
TOTAL ASSETS | 317,719 | 289,116 |
CURRENT LIABILITIES | ||
Accounts payable - trade and other | 7,841 | 1,678 |
Accrued expenses | 5,302 | 1,203 |
Other liabilities | 6,481 | 430 |
Short-term borrowings | 3,331 | 4,450 |
Other deposit | 907 | 907 |
Deferred revenue, current | 468 | 490 |
TOTAL CURRENT LIABILITIES | 24,330 | 9,158 |
NON-CURRENT LIABILITIES | ||
Long-term borrowings | 56,797 | 1,522 |
Redeemable preferred stock, $0.0001 par value, 10,000,000 shares authorized, 2,120,000 shares issued and outstanding, $53 million redemption value | 47,525 | 0 |
Related party note | 8,724 | 0 |
Warrant liability | 2,706 | 16,516 |
Deferred revenue, net of current portion | 2,109 | 2,816 |
Deferred rent | 900 | 29 |
Deferred income taxes | 1,353 | 0 |
TOTAL LIABILITIES | 144,444 | 30,041 |
STOCKHOLDERS' EQUITY | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized, 21,303,500 and 17,541,838 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively | 2 | 2 |
Additional paid-in capital | 296,992 | 261,298 |
Accumulated deficit | (123,719) | (2,225) |
TOTAL STOCKHOLDERS' EQUITY | 173,275 | 259,075 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 317,719 | $ 289,116 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) $ in Millions | Dec. 31, 2021USD ($)$ / sharesshares |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 |
Preferred stock, redemption value | $ | $ 53 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 21,303,500 |
Common stock, shares outstanding | 21,303,500 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 15, 2020 | Dec. 31, 2021 | |
REVENUE | |||
Restaurant sales | $ 1,333,000 | $ 23,683,000 | $ 57,790,000 |
TOTAL REVENUE | 1,687,000 | 32,295,000 | 68,867,000 |
Restaurant level operating expenses: | |||
Food, beverage and paper costs | 406,000 | 7,212,000 | 17,153,000 |
Labor and related expenses | 304,000 | 6,187,000 | 16,272,000 |
Other operating expenses | 254,000 | 4,999,000 | 12,039,000 |
Occupancy and related expenses | 19,000 | 2,702,000 | 4,940,000 |
Impairment | 0 | 0 | 114,797,000 |
General and administrative expenses | 855,000 | 6,925,000 | 17,300,000 |
Depreciation and amortization expense | 348,000 | 1,062,000 | 10,060,000 |
Share-based compensation expense | 818,000 | 0 | 7,573,000 |
Brand development and co-op advertising expense | 35,000 | 2,284,000 | 2,462,000 |
Pre-opening costs | 48,000 | 166,000 | 1,905,000 |
TOTAL OPERATING EXPENSES | 3,087,000 | 31,537,000 | 204,501,000 |
OPERATING (LOSS) INCOME | (1,400,000) | 758,000 | (135,634,000) |
Other income, net | 791,000 | 2,000 | 2,047,000 |
Gain on change in value of warrant liability | 5,597,000 | 0 | 13,811,000 |
Interest expense | (6,000) | (125,000) | (1,406,000) |
(Loss) income before income taxes | 4,982,000 | 635,000 | (121,182,000) |
Income tax (expense) benefit | 366,000 | 0 | (312,000) |
Net (Loss) Income | 5,348,000 | 635,000 | (121,494,000) |
Net Income Attributable to Non-Controlling Interests (predecessor) | 0 | 20,000 | 0 |
Net (Loss) Income Attributable to common shareholders (successor) and Controlling Interests (predecessor) | $ 5,348,000 | 615,000 | $ (121,494,000) |
Weighted average common shares outstanding: | |||
Basic (in shares) | 17,541,838 | 18,408,247 | |
Diluted (in shares) | 21,426,115 | 18,624,447 | |
Net (loss) income per common share: | |||
Basic (in shares) | $ 0.30 | $ (6.60) | |
Diluted (in shares) | $ (0.01) | $ (7.20) | |
Royalty and other fees | |||
REVENUE | |||
Revenues | $ 255,000 | 6,116,000 | $ 8,021,000 |
Royalty - brand development and co-op | |||
REVENUE | |||
Revenues | 74,000 | 1,441,000 | 1,987,000 |
Franchise fees | |||
REVENUE | |||
Revenues | $ 25,000 | $ 1,055,000 | $ 1,069,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders'/Members' Equity - USD ($) $ in Thousands | Total | Controlling Interest | Noncontrolling Interest | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balances at beginning at Dec. 31, 2019 | $ 2,507 | $ 2,492 | $ 15 | |||
Total Members' Equity | ||||||
Net (loss) income | 635 | 615 | 20 | |||
Distributions | (6,007) | (5,972) | (35) | |||
Balances at ending at Dec. 15, 2020 | (2,865) | $ (2,865) | $ 0 | |||
Balance at end of period (in shares) at Dec. 15, 2020 | 17,541,838 | |||||
Balance at end of period at Dec. 15, 2020 | 46,022 | $ 1 | $ 53,594 | $ (7,573) | ||
Total Members' Equity | ||||||
Net (loss) income | 5,348 | 5,348 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation | 818 | 818 | ||||
Stock issued in acquisition | 103,680 | $ 1 | 103,679 | |||
Contingent consideration in acquisition of BurgerFi | 103,207 | 103,207 | ||||
Balance at end of period (in shares) at Dec. 31, 2020 | 17,541,838 | |||||
Balance at end of period at Dec. 31, 2020 | 259,075 | $ 2 | 261,298 | (2,225) | ||
Total Members' Equity | ||||||
Net (loss) income | (121,494) | (121,494) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation | 7,381 | 7,381 | ||||
Stock issued in acquisition of Anthony's (in shares) | 3,362,424 | |||||
Stock issued in acquisition | 28,120 | 28,120 | ||||
Shares issued for share-based compensation (in shares) | 107,500 | |||||
Shares issued for share-based compensation | 192 | 192 | ||||
Shares issued for warrant exercises (in shares) | 8,069 | |||||
Shares issued for warrant exercises | 1 | 1 | ||||
Exchange of UPO units (in shares) | 283,669 | |||||
Balance at end of period (in shares) at Dec. 31, 2021 | 21,303,500 | |||||
Balance at end of period at Dec. 31, 2021 | $ 173,275 | $ 2 | $ 296,992 | $ (123,719) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 15, 2020 | Dec. 31, 2021 | |
CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES | |||
Net (loss) income | $ 5,348 | $ 635 | $ (121,494) |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities | |||
Impairment | 0 | 0 | 114,797 |
Gain on change in value of warrant liability | (5,597) | 0 | (13,811) |
Depreciation and amortization | 348 | 1,062 | 10,060 |
Share-based compensation expense | 818 | 0 | 7,573 |
Gain on extinguishment of debt | (791) | 0 | (2,237) |
Forfeited franchise deposits | 0 | (693) | (834) |
Deferred income taxes | (370) | 0 | 312 |
Other non-cash interest | 0 | 0 | 841 |
Provision for bad debts | 0 | 133 | 234 |
Loss on disposal of property and equipment | 0 | 0 | 203 |
Changes in operating assets and liabilities, net of acquisitions | |||
Accounts receivable | (339) | 6 | (633) |
Inventory | (8) | (10) | (142) |
Other assets | (552) | 121 | 81 |
Accounts payable - trade | (275) | 751 | 303 |
Accrued expenses | 284 | 218 | (4,045) |
Deferred rent | 0 | 0 | 871 |
Deferred revenue and other liabilities | 196 | 473 | 454 |
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | (938) | 2,696 | (7,467) |
NET CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchase of restaurant from franchisee | 0 | (385) | 0 |
Deposit on sale | 0 | 907 | 0 |
Purchase of property and equipment | (265) | (3,244) | (10,665) |
Assets acquired, net, as part of the BurgerFi acquisition | (27,210) | 0 | |
Cash acquired as part of the Anthony's acquisition | 0 | 5,522 | |
Proceeds from sale of store | 0 | 0 | 80 |
Advances to related companies | (74) | (7,863) | 0 |
Repayments from related companies | 0 | 11,205 | 74 |
Purchase of trademarks | 0 | 0 | (26) |
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES | (27,549) | 620 | (5,015) |
NET CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds on borrowings | 0 | 5,393 | 0 |
Payments on borrowings | 0 | (2,329) | (12,168) |
Payment of direct costs on issuance of common stock | 0 | 0 | (844) |
Members’ distributions | 0 | (6,007) | 0 |
NET CASH USED IN FINANCING ACTIVITIES | 0 | (2,943) | (13,012) |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (28,487) | 373 | (25,494) |
CASH AND CASH EQUIVALENTS, beginning of period | 2,790 | 2,417 | 40,383 |
CASH AND CASH EQUIVALENTS, end of period | $ 40,383 | $ 2,790 | 14,889 |
Supplemental cash flow disclosures: | |||
Value of common stock issued and option shares assumed in Anthony's acquisition | 28,965 | ||
Value of preferred stock issued in Anthony's acquisition | 46,906 | ||
Cash paid for interest | 551 | ||
Cash paid for income taxes paid | $ 7 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | Organization and Summary of Significant Accounting Policies Organization BurgerFi International, Inc. and its wholly owned subsidiaries ( “BFI,” the “Company,” or “Successor,” also “we,” “us,” and “our” ), is a multi-brand restaurant company that develops, markets and acquires fast-casual and premium-casual dining restaurant concepts around the world, including corporate-owned stores and franchises located in the United States, Puerto Rico and Saudi Arabia. As of December 31, 2021, the Company has 179 franchised and corporate-owned restaurants of the two following brands: BurgerFi . BurgerFi is a fast-casual “better burger” concept with 118 franchised and corporate-owned restaurants as of December 31, 2021, offering burgers, hot dogs, crispy chicken, frozen custard, hand-cut fries, shakes, beer, wine and more. Anthony’s . Anthony’s is a pizza and wing brand that operates 61 corporate-owned casual restaurant locations, as of December 31, 2021. The concept is centered around a coal fired oven, and its menu offers “well-done” pizza, coal fired chicken wings, homemade meatballs, and a variety of handcrafted sandwiches and salads. Basis of presentation The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America ( “GAAP” ) and the rules and regulations of the Securities and Exchange Commission ( “SEC” ). On December 16, 2020 (the "Closing Date" ), the Company consummated its merger with Opes Acquisition Corp. ( "OPES" ). This acquisition (the "BurgerFi acquisition" ) qualified as a business combination under ASC 805, and OPES was the legal and accounting acquirer in the transaction. The Company’s 2020 financial statement presentation distinguishes the Company’s financial performance into two distinct periods, the period up to the Closing Date (labeled “Predecessor” ) and the period including and after that date (labeled “Successor” ). The BurgerFi acquisition was accounted for using the acquisition method of accounting, and the Successor financial statements reflect a new basis of accounting that is based on the fair value of the net assets acquired. As a result of the application of the acquisition method of accounting for the BurgerFi acquisition, the accompanying consolidated financial statements include a black line division which indicates that the Predecessor and Successor reporting entities shown are presented on a different basis and are therefore, not comparable. The historical financial information of OPES (a special purpose acquisition company, or “SPAC” ) prior to the BurgerFi acquisition 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 the period prior to December 16, 2020 besides BurgerFi’s operations as Predecessor. On November 3, 2021, we completed the acquisition of Hot Air, Inc. (the "Anthony's acquisition" ), which through its subsidiaries, owns and operates casual dining pizza restaurants under the trade name Anthony’s Coal Fired Pizza & Wings ( "Anthony's" ). The results of operations, financial position and cash flows of Anthony's is included in our consolidated financial statements as of the closing date of the acquisition. The Company operates on a calendar year-end. Anthony's uses a 52-week or 53-week fiscal year-end and its fiscal year ends on the Monday closest to December 31. Differences arising from the different fiscal year-ends were not deemed material for the year ended December 31, 2021. Reclassifications Certain reclassifications have been made to the prior year presentation to conform to the current year presentation. Principles of Consolidation The consolidated financial statements present the consolidated financial position, results from operations and cash flows of BurgerFi International, Inc., and its wholly owned subsidiaries. All material balances and transactions between the entities have been eliminated in consolidation. The Successor consolidated financial statements include all amounts of the Company and its subsidiaries. The Predecessor consolidated financial statements include all amounts of BurgerFi International, LLC and its subsidiaries. All intercompany balances and transactions have been eliminated. 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 Franchised stores 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 years ended December 31, 2021 and 2020 is as follows: 2021 2020 * Corporate-owned Franchised Total Corporate-owned Franchised Total Total BurgerFi and Anthony's 86 93 179 17 102 119 BurgerFi stores, beginning of year 17 102 119 13 117 130 BurgerFi stores opened 10 6 16 2 9 11 BurgerFi stores transferred/sold (1) 1 — 2 (2) — BurgerFi stores closed (1) (16) (17) — (22) (22) BurgerFi total stores, end of year 25 93 118 17 102 119 Anthony's stores acquired 61 — 61 — — — Anthony's total stores, end of year 61 — 61 — — — * As Anthony's was acquired on November 3, 2021, Anthony's store activity is not included in the presentation above for 2020. End of year store totals included 1 and 2 international stores at December 31, 2021 and 2020, respectively. Liquidity and COVID-19 Our primary sources of liquidity are cash from operations and cash on hand. As of December 31, 2021, we maintained a cash and cash equivalents balance of approximately $15 million. Our primary requirements for liquidity are to fund our working capital needs, operating and finance lease obligations, capital expenditures and general corporate needs. Our requirements for working capital are generally not significant because our guests pay for their food and beverage purchases in cash or on debit or credit cards at the time of the sale and we are able to sell many of our inventory items before payment is due to the supplier of such items. Our ongoing capital expenditures are principally related to opening new restaurants, remodels and maintenance, as well as investments in our digital and corporate infrastructure. We believe our existing cash and cash equivalents will be sufficient to fund our operating and finance lease obligations, capital expenditures, and working capital needs for at least the next 12 months and the foreseeable future. During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly spreading outbreak of a novel strain of coronavirus designated COVID-19. The pandemic has significantly impacted economic conditions in the United States, where all of our Company restaurants are located. While the adverse effects of the COVID-19 pandemic have partially subsided, its effects vary by region, and uncertainties arising from the COVID-19 pandemic could continue to disrupt economic conditions and business activities, particularly as new variants of COVID-19 arise. The extent to which the COVID-19 pandemic, including the recent and emerging variants, could affect our business, operations and financial results is uncertain as it will depend upon numerous evolving factors that management may not be able to accurately predict, including the duration and scope of the pandemic and the continued emergence of new strains of COVID-19. The acceptance and effectiveness of vaccines and treatments, along with the length and extent of any continuing economic and market disruptions, are unknown, and therefore, any future impacts on our business, financial condition and/or results of operations cannot be quantified or predicted with specificity. Segment Reporting The Company owns and operates BurgerFi and Anthony's restaurants in the United States, and also has domestic and international franchisees. The Company has two operating and reportable segments: • BurgerFi, which includes our operations of corporate-owned and franchised BurgerFi restaurants, which offer a fast-casual “better burger” concept; and • Anthony's, which includes our operations of casual dining pizza restaurants under the name Anthony’s Coal Fired Pizza & Wings. The chief operating decision makers ( “CODMs” ) are the Chief Executive Officer (CEO), Chief Financial Officer (CFO), and Executive Chairman as they assess the performance of the reportable segments and make all the significant strategic decisions, including the allocation of resources. Cash and Cash Equivalents The Company considers highly liquid investments with maturities of three months or less as cash equivalents. Cash and cash equivalents also include approximately $1.1 million and $11,000 as of December 31, 2021 and December 31, 2020, respectively, of amounts due from commercial credit card companies, such as Visa, MasterCard, Discover, and American Express, which are generally received within a few days of the related transactions. At times, the balances in the cash and cash equivalents accounts may exceed federal insured limits. The Federal Deposit Insurance Corporation insures eligible accounts up to $250,000 per depositor at each financial institution. The Company limits uninsured balances to only large, well-known financial institutions and believes that it is not exposed to significant credit risk on cash and cash equivalents. Restricted Cash Restricted cash consists of (i) cash held in escrow in an amount equal to the PPP loans as required by the SBA upon a change of control, and (ii) cash proceeds from the BurgerFi acquisition, withheld for working capital purposes. The Company is the custodian of these account balances, but these accounts are in place for specific, restricted purposes, which typically are resolved within twelve months. The Company classifies the restricted cash accounts as current assets. Accounts Receivable Accounts receivable consist of amounts due from franchisees for training and royalties and are stated at the amount invoiced. Accounts receivable are stated at the amount management expects to collect from balances outstanding at year end. Management provides for probable uncollectible amounts through a charge to earnings and a credit to allowance for uncollectible accounts based on its assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for uncollectible accounts and a credit to accounts receivable. The allowance for uncollectible accounts was approximately $31,000 at December 31, 2021, and $0 at December 31, 2020. Inventories Inventories primarily consist of food and beverages. Inventories are accounted for at lower of cost or net realizable value using the first-in, first-out (FIFO) method. Spoilage is expensed as incurred. Property and Equipment Property and equipment are carried at cost, net of accumulated depreciation. Depreciation is provided by the straight-line method over an estimated useful life. Leasehold improvements are amortized using the straight-line method over the lesser of the estimated useful life of the asset and the term of the related lease. The estimated lives for kitchen equipment and other equipment, computers and office equipment, furniture and fixtures, and vehicles range from five Impairment of Long-Lived Assets and Definite-Lived Intangible Assets The Company assesses the potential impairment of our long-lived assets on an annual basis or whenever events or changes in circumstances indicate the carrying value of the assets or asset group may not be recoverable. Factors considered include, but are not limited to, negative cash flow, significant underperformance relative to historical or projected future operating results, significant changes in the manner in which an asset is being used, an expectation that an asset will be disposed of significantly before the end of its previously estimated useful life and significant negative industry or economic trends. At any given time, we may be monitoring a small number of locations, and future impairment charges could be required if individual restaurant performance does not improve or we make the decision to close or relocate a restaurant. If such assets are considered to be impaired, the impairment to be recognized is measured at the amount by which the carrying amount of the assets exceeds the fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Definite-lived intangible assets are amortized on a straight-line basis using the following estimated useful lives of the related classes of intangibles: 7 years for franchise agreements, 30 years for trade names, 10 years for the license agreement (adjusted to 22 months at December 31, 2021), and 10 years for the VegeFi product. The Company reviews definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable. Indefinite-lived intangible assets are tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the assets may be impaired. Our annual impairment test for indefinite-lived intangible assets may be completed through a qualitative assessment to determine if the fair value of the indefinite-lived intangible assets is more likely than not greater than the carrying amount. If we elect to bypass the qualitative assessment, or if a qualitative assessment indicates it is more likely than not that the estimated carrying value exceeds the fair value, we test for impairment using a quantitative process. If the Company determines that impairment of its intangible assets may exist, the amount of impairment loss is measured as the excess of carrying value over fair value. Our estimates in the determination of the fair value of indefinite-lived intangible assets include the anticipated future revenue of corporate-owned and franchised restaurants and the resulting cash flows. Based on our review of long-lived assets, we performed impairment testing. Based on our impairment testing, we determined it was more likely than not that certain long-lived assets relating to our property and equipment and definite-lived intangible assets were impaired at the BurgerFi reporting unit. Accordingly, the Company recorded an impairment charge of approximately $8.3 million during the year ended December 31, 2021. Additionally, as a result of impairment of the Company's licensing agreements at December 31, 2021, the Company reevaluated the useful life of 10 years and determined that such useful life be adjusted to 22 months. Refer to Note 6 Impairment. Goodwill The Company accounts for goodwill in accordance with FASB ASC No. 350, Intangibles—Goodwill and Other (“ASC 350”). ASC 350 requires goodwill to be reviewed for impairment annually, or more frequently if circumstances indicate a possible impairment. The Company evaluates goodwill in the fourth quarter or more frequently if management believes indicators of impairment exist. Such indicators could include but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, management conducts a quantitative goodwill impairment test. This impairment test involves comparing the fair value of the reporting unit with its carrying value (including goodwill). The Company estimates the fair values of its reporting unit using a combination of the income, or discounted cash flows approach and the market approach, which utilizes comparable companies’ data. If the estimated fair value of the reporting unit is less than its carrying value, a goodwill impairment exists for the reporting unit and an impairment loss is recorded. Based on the results of our annual goodwill impairment test, we determined it was more likely than not that goodwill was impaired at the BurgerFi reporting unit. Accordingly, the Company recorded a goodwill impairment charge of approximately $106.5 million during the year ended December 31, 2021. Refer to Note 6 Impairment. The estimated fair value of goodwill is subject to change as a result of many factors including, among others, any changes in our business plans, changing economic conditions, a potential decrease in our stock price and market capitalization, and the competitive environment. Should actual cash flows and our future estimates vary adversely from those estimates we use, we may be required to recognize impairment charges in future years. The following table represents changes to the Company's goodwill during the year ended December 31, 2021: (in thousands) Goodwill as of December 31, 2020 $ 119,542 Adjustments to other current liabilities 4,439 Goodwill impairment for BurgerFi reporting unit (106,476) Goodwill acquired in connection with the Anthony's acquisition 80,495 Goodwill as of December 31, 2021 $ 98,000 For details on the goodwill acquired in connection with the Anthony's acquisition, as well as the measurement period adjustment to goodwill (which related to other current liabilities) associated with the purchase price accounting for the BurgerFi acquisition, refer to Note 5 Acquisitions. As it relates to impairment of goodwill, refer to Note 6 Impairment. Deferred Financing Costs Deferred financing costs relate to the Company’s debt instruments, the short and long-term portions of which are reflected as deductions from the carrying amounts of the related debt instrument, including the Company’s Credit Agreement. Deferred financing costs are amortized over the terms of the related debt instruments using the effective interest method. For the year ended December 31, 2021, the Company deferred $1.0 million of financing costs in connection with its Credit Agreement. Amortization expense associated with deferred financing costs, which is included within interest expense, net, totaled $0.1 million for the year ended December 31, 2021. See Note 10 Debt. Share-Based Compensation The Company has granted share-based compensation awards to certain employees under the 2020 Omnibus Equity Incentive Plan (the “Plan” ). The Company measures the cost of employee services received in exchange for an equity award, which may include grants of employee stock options and restricted stock units, based on the fair value of the award at the date of grant. The Company recognizes share-based compensation expense over the requisite service period unless the awards are subject to performance conditions, in which case we recognize compensation expense over the requisite service period to the extent performance conditions are considered probable. The Company will determine the grant date fair value of stock options using a Black-Scholes-Merton option pricing model (the “Black-Scholes Model” ). The grant date fair value of restricted stock unit awards ( “RSU Awards” ) and performance-based awards are determined using the fair market value of the Company’s common stock on the date of grant, as set forth in the applicable plan document, unless the awards are subject to market conditions, in which case we use a Monte Carlo simulation model. The Monte Carlo simulation model utilizes multiple input variables to estimate the probability that market conditions will be achieved. 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, Derivatives and Hedging , with changes in fair value included in the consolidated statement of operations. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy is required to prioritize the inputs used to measure fair value. The three levels of the fair value hierarchy are described as follows: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Net (Loss) Income per Common Share Net (loss) income per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company has considered the effect of (1) warrants outstanding to purchase 15,063,800 shares of common stock and (2) 75,000 shares of common stock and warrants to purchase 75,000 shares of common stock in the unit purchase option, (3) 1,503,698 shares of restricted stock unit grants in the calculation of income per share, and (4) the impact of any dividends associated with our redeemable preferred stock. 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 period. Reconciliation of Net (Loss) Income per Common Share Basic and diluted net (loss) income per common share is calculated as follows: Successor (in thousands, except for per share data) Year Ended December 16, 2020 Numerator: Net (loss) income available to common shareholders $ (121,494) $ 5,348 Reversal of gain on change in value of warrant liability $ (12,619) $ (5,597) Net loss available to common shareholders - diluted $ (134,113) $ (249) Denominator: Weighted-average shares outstanding 18,408,247 17,541,838 Effect of dilutive securities Warrants 211,854 3,468,872 UPOs 4,346 415,405 Diluted weighted-average shares outstanding 18,624,447 21,426,115 Basic net (loss) income per common share $ (6.60) $ 0.30 Diluted net loss per common share $ (7.20) $ (0.01) For the year ended December 31, 2021, there were dilutive warrants and UPOs during the interim period, as such the reversal of the change in value of warrant liability is included for that period only to calculate the net loss available to common shareholders - diluted. The diluted weighted shares outstanding for the year ended December 31, 2021 represent the average dilutive warrant and UPOs share equivalents for the year ended December 31, 2021 including the impact of the dilutive warrants and UPOs share equivalents during the interim period for which the warrant and UPOs were dilutive. Concentration of Risk Management believes there is no concentration of risk with any single franchisee or small group of franchisees whose failure or nonperformance would materially affect the Company’s results of operations. The Company had no customers which accounted for 10% or more of consolidated revenue for the year ended December 31, 2021, or for the Successor period from December 16, 2020 to December 31, 2020, or for the Predecessor period from January 1, 2020 to December 15, 2020. As of December 31, 2021, the Company had one main in-line distributor of food, packaging and beverage products, excluding breads, that provided approximately 90% of the Company's restaurants purchasing in the U.S. and three additional in-line distributors of beverages that, in the aggregate, provided approximately 5% of the Company's restaurant purchasing in the U.S. We believe that our vulnerability to risk concentrations related to significant vendors and sources of our raw materials is mitigated as we believe that there are other vendors who would be able to service our requirements. However, if a disruption of service from any of our main in-line distributors was to occur, we could experience short-term increases in our costs while distribution channels were adjusted. The Company's restaurants are principally located throughout the United States. The Company has corporate-owned and franchised locations in 26 states, with the largest number in Florida. We believe the risk of geographic concentration is not significant. We could be adversely affected by changing consumer preferences resulting from concerns over nutritional or safety aspects of ingredients we sell or the effects of food safety events or disease outbreaks. The Company is subject to credit risk through its accounts receivable consisting primarily of amounts due from franchisees for royalties and franchise fees. This concentration of credit risk is mitigated, in part, by the number of franchisees and the short-term nature of the franchise receivables. Revenue Recognition Revenue consists of restaurant sales and franchise licensing revenue. Generally, revenue is recognized as performance obligations transfer to the customer in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Restaurant Revenue Revenue from restaurant sales is presented net of discounts and recognized when food, beverage and retail products are sold. Sales tax collected from customers is excluded from restaurant sales and the obligation is included in sales tax payable until the taxes are remitted to the appropriate taxing authorities. Sales from our gift cards are deferred and recognized upon redemption for goods or services. Revenue from restaurant sales is generally paid at the time of sale. Credit cards and delivery service partners sales are generally collected shortly after the sale occurs. The revenue from electronic gift cards is deferred when purchased by the customer and revenue is recognized when the gift cards are redeemed. The Company is a Delaware corporation and is subject to Delaware escheatment laws. Delaware escheatment laws state that gift cards are presumed to be abandoned after five years and the balance remitted should represent the maximum cost to the issuer of merchandise. The Company contracts with delivery service partners for delivery of goods and services to customers. The Company has determined that the delivery service partners are agents, and the Company is the principal. Therefore, restaurant sales through delivery services are recognized at gross sales and delivery service revenue is recorded as expense. Franchise Revenue The franchise agreements require the franchisee to pay an initial, non-refundable fee and sometimes continuing fees based upon a percentage of sales. Generally, payment for the initial franchise fee is received upon execution of the licensing agreement. Owners can make a deposit equal to 50% of the total franchise fee to reserve the right to open additional locations. The remaining balance of the franchise fee is due upon signing by the franchisee of the applicable location’s lease or mortgage. Franchise deposits received in advance for locations not expected to open within one year are classified as long-term liabilities, while franchise deposits received in advance for locations expected to open within one year are classified as short-term liabilities. Franchise revenue is comprised of certain initial franchise fees and ongoing sales-based royalty fees from a franchised BurgerFi restaurant. Generally, the licenses granted to develop, open and operate each BurgerFi franchise in a specified territory are the predominant performance obligations transferred to the licensee in our contracts, and represent symbolic intellectual property. Ancillary promised services, such as training and assistance during the initial opening of a BurgerFi restaurant are typically combined with the licenses and considered as one performance obligation per BurgerFi franchise. Certain initial services such as site selection and lease review are considered distinct services that are recognized at a point in time when the performance obligations have been provided, generally when the BurgerFi franchise has been opened. We determine the transaction price for each contract and allocate it to the distinct services based on their standalone selling price based on the costs to provide the service and a profit margin. On an annual basis, we perform a review to reevaluate the amount of this initial franchise fee revenue that is recognized. The remainder of the transaction price is recognized over the remaining term of the franchise agreement once the BurgerFi restaurant has been opened. Because we are transferring licenses to access our intellectual property during a contractual term, revenue is recognized on a straight-line basis over the license term. These payments are initially deferred and recognized as revenue as the performance obligations are satisfied. Franchise agreements and deposit agreements outline a schedule for store openings. Failure to meet the schedule can result in forfeiture of deposits made. Forfeiture of deposits is recognized as terminated franchise fee revenue once contracts have been terminated for failure to comply. All terminations are communicated to the franchisee in writing using formal termination letters. Additionally, a franchise store that is already open may terminate before its lease term has ended, in which case the remainder of the transaction price is recognized as terminated franchise fee revenue. Revenue from sales-based royalties (i.e. royalty and other fees, brand development and advertising co-op royalty) is recognized as the related sales occur. The sales-based royalties are invoiced and collected from the franchisees on a weekly basis. Rebates from vendors received on franchisee’s sales are also recognized as revenue from sales-based royalties. Contract Balances Opening and closing balances of contract liabilities and receivables from contracts with customers for the years ended December 31, 2021 and 2020 are as follows: (in thousands) Year Ended Year Ended Franchising receivables $ 212 $ 480 Gift card liability 2,587 430 Deferred revenue, current 468 490 Deferred revenue, long-term 2,109 2,816 Franchise Revenue Revenue recognized during the period ended which were included in the balance of deferred revenue at the beginning of the period are as follows: Successor Predecessor (in thousands) Year Ended December 16, 2020 January 1, 2020 Franchise Fees $ 1,069 $ 41 $ 1,023 An analysis of deferred revenue is as follows: Successor Predecessor (in thousands) December 31, 2021 December 31, 2020 * December 15, 2020 Balance, beginning of period $ 3,306 $ 3,053 $ 4,688 Initial franchise fees received 290 278 413 Revenue recognized for stores open during period |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2021 | |
Restricted Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Restricted Cash Restricted cash consisted of the following: (in thousands) December 31, 2021 December 31, 2020 Paycheck Protection Program ( “PPP” ) amount held in escrow $ — $ 2,237 Cash proceeds from the BurgerFi acquisition, withheld for working capital purposes — 996 Total Restricted Cash $ — $ 3,233 |
Property & Equipment
Property & Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property & Equipment | Property & Equipment Property and equipment consisted of the following: (in thousands) December 31, 2021 December 31, 2020 Leasehold improvements $ 19,900 $ 5,477 Kitchen equipment and other equipment 7,810 1,548 Computers and office equipment 1,425 208 Furniture and fixtures 2,340 792 Vehicles 88 27 31,563 8,052 Less: Accumulated depreciation and amortization (2,528) (48) Property and equipment – net $ 29,035 $ 8,004 Depreciation expense for the year ended December 31, 2021 was $2.5 million. Depreciation expense for the Successor period from December 16, 2020 to December 31, 2020 was $48,000. Depreciation expense for the Predecessor period from January 1, 2020 to December 15, 2020 was $1.0 million. In conjunction with the BurgerFi acquisition and Anthony's acquisition, the basis of all property and equipment was recognized at fair value in purchase accounting. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets The following is a summary of the components of intangible assets and the related amortization expense: December 31, 2021 December 31, 2020 (in thousands) Amount Accumulated Amortization Net Carrying Value Amount Accumulated Amortization Net Carrying Value Franchise agreements $ 24,839 $ 3,696 $ 21,143 $ 24,839 $ 147 $ 24,692 Trade names / trademarks 143,750 3,220 140,530 83,033 115 82,918 Liquor license 6,678 — 6,678 235 — 235 License agreement 1,176 925 251 8,882 37 8,845 VegeFi product 135 14 121 135 1 134 $ 176,578 $ 7,855 $ 168,723 $ 117,124 $ 300 $ 116,824 Liquor license is considered to have an indefinite life, and in addition to the Company's definite-lived intangible assets, is reviewed for impairment at the end of each reporting period and whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company recorded $7.7 million of intangible asset impairment for the year ended December 31, 2021, in relation to the Company's license agreement. See Note 6 Impairment. Amortization expense for the year ended December 31, 2021 was $7.6 million. Amortization expense for the Successor period from December 16, 2020 to December 31, 2020 was $0.3 million. The intangible assets for the Predecessor period were determined to be indefinite life intangibles. As such, no amortization expense was recognized for the period from January 1, 2020 to December 15, 2020. The estimated aggregate amortization expense for intangible assets over the next five years ending December 31 and thereafter is as follows: (in thousands) 2022 $ 8,490 2023 8,467 2024 8,353 2025 8,353 2026 8,353 Thereafter 120,029 Total $ 162,045 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Acquisition of BurgerFi International, LLC On December 16, 2020, the Company consummated its merger with OPES. 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 BurgerFi acquisition was approximately $236.9 million. Consideration Paid (in thousands) Cash $ 30,000 Common Stock 103,680 Contingent consideration 103,207 Total Consideration $ 236,887 The total consideration includes a) a cash payment of $30.0 million, b) the issuance of 6,603,773 common stock shares valued at approximately $103.7 million, and c) contingent earnout consideration (Contingent Consideration) valued at approximately $103.2 million. The former members of BurgerFi International, LLC may be entitled to an additional 9,356,459 shares of Successor common stock ( “Earnout Share Consideration” ) if prior to December 16, 2022, 2023, and 2023, the last reported closing prices of the Company's common stock in any 20 trading days within any consecutive 30 trading day period is greater than or equal to $19.00, $22.00, and $25.00 per share, respectively, in which case the Company shall issue 3,947,368, 3,409,091, and 2,000,000 shares of common stock, respectively. The fair values of the contingent consideration were determined using the trading price of the Company’s common stock at the Closing Date and using a Monte Carlo simulation model. The contingent consideration is assessed to be non-compensatory and recorded in additional paid-in capital as reflected in the consolidated statement of changes in stockholders’ / members’ equity. The input variables are noted in the table below: 2020 Risk-free interest rate 0.37 % Expected life in years 3 Expected volatility 60 % Expected dividend yield * 0 % * The Monte Carlo method assumes a reinvestment of dividends. The Monte Carlo simulation model utilized multiple input variables to estimate the probability that the stock price targets will be achieved. Based on the features of the earnout, a Monte-Carlo Simulation was used to value the Contingent Consideration. The traded price of the common stock was simulated in each trial using Geometric Brownian Motion, and the simulated path was then analyzed to determine which, if any, earnout tranches would be payable within the given trial. The estimated payments were calculated by multiplying the shares earned for a given tranche by the simulated price as of the date that the earnout tranche was earned. The result was present valued using the risk-free rate. The average of all trials resulted in the valuation conclusion, which was determined to be approximately $103.2 million. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date, which have been finalized during the measurement period: (in thousands) Fair Value December 16, 2020 Cash $ 2,179 Cash - restricted 611 Accounts receivable 378 Inventory 260 Other current assets 1,235 Property and equipment 8,520 Intangible assets 117,124 Other assets 199 Accounts payable, accrued expenses, and other current liabilities (7,740) Revolving line of credit (3,012) Current portion of deferred franchise fees (521) Other deposit (907) Deferred initial franchise fees, net of current portion (2,531) Notes payable (2,889) Fair Value of Tangible and Identifiable Intangible assets and liabilities assumed $ 112,906 Consideration paid 236,887 Goodwill $ 123,981 Goodwill is recognized as the excess of consideration over the net assets acquired of BurgerFi and represents the value derived by BurgerFi’s market share and expected growth in the market. Acquired personal property assets consist of leasehold improvements, kitchen equipment, and restaurant furniture and fixtures, computer and point of sale systems, and audio and video equipment ( “Personal Property” ), which were valued on in-use basis. The Company enlisted a third-party consultant to assist in the valuation of the Personal Property (the “Valuation” ). Identifiable intangible assets acquired consist of customer relationships of franchise agreements, trade names and trademarks, liquor licenses, license agreements, and the VegeFi product. The above were valued using the multi-period excess earnings method. Identifiable intangible assets acquired consisted of customer relationships of $24.8 million, trade names of $83.0 million and license agreements of $8.9 million. The customer relationships were valued using the multi-period excess earnings method. The Company determined the useful life of the customer relationships to be 7 years. This is based on the average remaining terms of our franchise agreements with our franchisees. The trade names were valued using the relief-from-royalty method. The Company determined the useful life of the trade names to be 30 years. The license agreements and the customer relationships were valued using the multi-period excess earnings method. The Company determined the useful life of the license agreements to be 10 years. The identifiable intangible assets are amortized using the straight-line method over their respective useful lives. The allocation of the excess purchase price was based upon preliminary estimates and assumptions and was subject to revision when the Company received final information. Accordingly, the measurement period for such purchase price allocations ended on December 15, 2021 or twelve months from the date of acquisition. Adjustments to goodwill during the measurement period were made to reflect the facts and circumstances in existence as of the Closing Date and include updates to estimates of provisional amounts recorded as of the Closing Date. The adjustments primarily related to updating the fair value recorded for a provisional estimate of lease guarantees provided by the Company. The adjustment resulted in an increase to goodwill and other liabilities on the accompanying consolidated balance sheet. The following table represents changes to goodwill from the initial purchase price allocation: (in thousands) Goodwill as of December 31, 2020 $ 119,542 Adjustments to other current liabilities (measurement period adjustments) $ 4,439 Goodwill as of December 31, 2021 (prior to impairment charges recorded) $ 123,981 Acquisition of Hot Air, Inc. On November 3, 2021, the Company acquired 100% of the outstanding common shares and voting interest of Anthony's. The results of Anthony's operations have been included in the consolidated financial statements since that date. Anthony's, through its subsidiaries, owns and operates casual dining pizza restaurants under the trade name Anthony's Coal Fired Pizza & Wings. As of the acquisition date, Anthony's had 61 restaurants open and operational in Florida, Delaware, Pennsylvania, New Jersey, New York, Massachusetts, Maryland, and Rhode Island. The acquisition-date fair value of the consideration transferred totaled $75.9 million, which consisted of the following: Consideration Paid (in thousands) Common Stock $ 25,562 Preferred Stock 46,906 Option Consideration Shares 3,403 Total Consideration $ 75,871 The fair value of the common shares issued and option consideration shares was determined based on the closing market price of the Company’s common shares on the day preceding the acquisition date. The fair value of the preferred stock was determined using a discounted cash flow methodology. The expected future redemption payment was forecasted based on the contractual PIK (payment in kind) interest and estimated redemption date of December 31, 2024. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The Company determined the fair value of certain intangible assets. The Company is in the process of finalizing its assessment of the fair value of the assets acquired and liabilities assumed; thus, the provisional measurements of intangible assets, goodwill and deferred income taxes are subject to change. The allocation of the excess purchase price was based upon preliminary estimates and assumptions and is subject to revision. The measurement period for such purchase price allocations end on November 3, 2022 or twelve months from the date of acquisition. (in thousands) Fair Value November 3, 2021 Cash $ 5,522 Accounts receivable 597 Inventory 986 Other current assets 1,662 Property and equipment 13,534 Intangible assets 67,344 Accounts payable, accrued expenses, and other current liabilities (15,451) Long-term borrowings (77,063) Deferred tax liability $ (1,755) Fair Value of Tangible and Identifiable Intangible assets and liabilities assumed $ (4,624) Consideration paid 75,871 Goodwill $ 80,495 Of the $67.3 million of acquired intangible assets, $60.7 million was assigned to registered trademarks with a 30-year useful life and $6.6 million was assigned to acquired liquor licenses with an indefinite life. The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of Anthony's. None of the goodwill is expected to be deductible for income tax purposes. The Company recognized $3.1 million of acquisition-related costs that were expensed in the current period. These costs are included in the consolidated statement of operations within General and administrative expenses. The Company also recognized $0.8 million in costs associated with issuing and registering the shares issued as consideration in the Anthony's acquisition. Those costs were deducted from the recognized proceeds of issuance within stockholders’ equity. The accounting for the Anthony's acquisition is considered provisional because we have not finalized certain aspects of the purchase price allocation including the utilization of the U.S. federal and state net operating loss carryforwards which may be subject to a substantial annual limitation under Sections 382 and 383 of the IRC and corresponding provisions of state law, due to ownership changes that have occurred previously as well as the valuation of certain assets and contingencies. The amounts of revenue and net loss for Anthony's included in the Company’s consolidated statement of operations for the period from November 3, 2021, the acquisition date, through December 31, 2021 are as follows: (in thousands) 2021 Revenue $ 22,419 Net Loss (142) Proforma Information (Unaudited) The following represents the unaudited proforma consolidated statement of operations as if the BurgerFi acquisition and Anthony's acquisition had been included in the consolidated results of the Company for the entire years ending December 31, 2021 and 2020: (in thousands) 2021 2020 Revenue $ 168,906 $ 107,160 Net Loss (138,490) (19,890) |
Impairment
Impairment | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment | Impairment The Company recognized a non-cash impairment charge of approximately $114.8 million during the year ended December 31, 2021. This consisted of the following: (in thousands) 2021 Goodwill $ 106,476 Definite-lived intangible assets 7,706 Long-lived assets 615 Total non-cash impairment charge $ 114,797 Based on the results of our annual goodwill impairment test, we determined it was more likely than not that goodwill was impaired at the BurgerFi reporting unit. Accordingly, the Company recorded a goodwill impairment charge of approximately $106.5 million for the year ended December 31, 2021. The majority of the goodwill impairment was driven by the impact on the Company's market capitalization due to the decrease in stock price, coupled with significant declines to the equity values of our peers. Based on our review at the end of each reporting period of definite-lived intangible assets, we performed impairment testing for the related asset group for which there are independently identifiable cash flows. Based on our impairment testing at December 31, 2021, we determined that it was more likely than not that our definite-lived intangible assets related to the Company's licensing agreements were impaired at the BurgerFi reporting unit, and accordingly, the Company recorded impairment charges of approximately $7.7 million for the year ended December 31, 2021. The impairment amount was primarily the result of lower cash flow estimates associated with the licensing agreements as well as a change in estimate of the related useful life. Based on our review at the end of each reporting period of long-lived assets, we performed impairment testing for the related asset group for which there are independently identifiable cash flows. Based on our impairment testing, we determined it was more likely than not that certain long-lived assets relating to our property and equipment at certain corporate-owned restaurants were impaired at the BurgerFi reporting unit, and accordingly, the Company recorded impairment charges of approximately $0.6 million for the year ended December 31, 2021 . As it relates to determining the fair values of the assets we performed impairment testing for, refer to Note 14 Fair Value Measurements. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company is affiliated with various entities through common control and ownership. The accompanying 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 consolidated balance sheets. These advances are unsecured and non-interest bearing. There were no amounts due from or due to related companies as of December 31, 2021. As of December 31, 2020, there were approximately $74,000 included as due from related companies in the consolidated balance sheet. For the year ended December 31, 2021, the Company received royalty revenue from franchisees related to a significant shareholder totaling approximately $0.3 million. For the Successor period from December 16, 2020 to December 31, 2020 and the Predecessor period from January 1, 2020 to December 15, 2020, the Company received royalty revenue from franchisees related through common control and ownership totaling approximately $17,000 and $0.3 million, respectively. The Company leases building space for its corporate office from an entity under common ownership with a significant shareholder. This lease had a 36-month term, effective January 1, 2020. For the year ended December 31, 2021, rent expense was approximately $0.2 million. For the Successor period from December 16, 2020 to December 31, 2020 and the Predecessor period from January 1, 2020 to December 15, 2020, rent expense was approximately $1,000 and $0.2 million, respectively. In January 2022, we exercised our right to terminate this North Palm Beach lease effective as of July 2022. Pursuant to an amended lease we entered into in February 2022, we also lease approximately 16,500 square feet (expanding to approximately 18,500 square feet in July 2022) in Fort Lauderdale, Florida, for a term expiring in 2032, with an option to renew. This building space for our new combined BurgerFi and Anthony’s corporate office is leased from an entity controlled by the Company's Executive Chairman. The Company also leases building space for a restaurant located in Virginia from an entity (i) in which the Company's Executive Chairman of the Board has an indirect minority ownership interest, and (ii) which is managed by an entity in which the Company's Executive Chairman of the Board has an indirect ownership interest. This lease, entered into on October 21, 2020, is for a ten-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. Rent expense for the years ended December 31, 2021 and 2020 was $46,000 and $0, respectively. In April 2021, the Company entered into an independent contractor agreement with a corporation (the “Consultant” ) for which the Chief Operating Officer (the "Consultant Principal" ) 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 $0.1 million, payable in twelve (12) equal monthly payments beginning in April 2021. The Consultant also received an additional $29,000 of cash compensation for services provided in April 2021. In addition, in July 2021, the Consultant Principal received an award of 50,000 restricted stock units, which shall vest in five In connection with the acquisition of Anthony's, the Company issued redeemable preferred stock and assumed certain liabilities, including the Delayed Draw Term Loan Facility, which was provided by a related party and a significant shareholder. The Delayed Draw Term Loan is a non-interest bearing loan which matures on June 15, 2024. Refer to Note 9 Redeemable Preferred Stock and Note 10 Debt. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases The Company has entered into various operating leases. For the year ended December 31, 2021, the Successor period from December 16, 2020 to December 31, 2020, and the Predecessor period from January 1, 2020 to December 15, 2020, rent expense was approximately $4.9 million, $19,000, and $2.7 million, respectively. These lease agreements expire on various dates through 2033 and have renewal options. Approximate future minimum payments on these operating leases for the years ended December 31 are as follows: (in thousands) 2022 $ 11,159 2023 12,911 2024 11,287 2025 9,520 2026 7,733 Thereafter 22,542 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 $1.3 million. During January to April 2020, the Company received three cash deposits totaling $0.9 million in connection with this transaction. The closing of this transaction has been delayed due to additional negotiation that has been on-going through the report date of April 14, 2022. In the event the transaction is terminated, the Company will keep operating the restaurant, and return the $0.9 million to the unrelated third-party purchaser. Assets used in the operations of BF Dania Beach, LLC totaling $0.7 million have been classified as held for sale in the consolidated balance sheets as of December 31, 2021 and 2020. Contingencies Eric Gilbert v. BurgerFi International, Inc., Ophir Sternberg, et al. (Court of Chancery of the State of Delaware, Case No. 2022-0185- , filed on February 25, 2022). Mr. Gilbert filed a class action lawsuit against BurgerFi International, Inc. and each of the members of the Board of Directors alleging that the Company’s Amended and Restated Bylaws improperly contains a provision restricting written consents by the shareholders. Mr. Gilbert is seeking an amendment to the bylaws, as well as attorney’ fees and costs. 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. Based on the information known to date, the Company’s potential liability appears to be reasonably possible, but the amount of potential loss cannot be reasonably estimated; any losses, however, may be material to the Company's financial position and results of operations. BurgerFi International, LLC v Shree at Philly Downtown, LLC, et. al. (U.S. District Court for the Southern District of Florida, Case No. 15-81544-CIV filed November 10, 2015). BurgerFi filed this suit against Shree at Philly Downtown LLC, a franchisee and its principals (collectively, “Shree” ). BurgerFi seeks declaratory judgments and damages in an amount to be proven at trial for various breaches of the applicable franchise agreements resulting from the Shree’s closure of the New Brunswick, New Jersey restaurant, its failure to open the Secaucus, New Jersey restaurant, and its operational defaults at the Philadelphia, Pennsylvania restaurant. In April 2016, Shree filed a counterclaim, asserting that it had no responsibility for its losses, and instead, alleged that we have 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. We denied any wrongdoing. On December 30, 2016, the court stayed the case pending the resolution of the bankruptcy filings made by some of the defendants. No further action has occurred. Management is unable to determine the likelihood of a loss or range of loss, if any, which may result from the case described above, therefore, no contingent liability has been recorded as of December 31, 2021 ; any losses, however, may be material to the Company's financial position and results of operations. Corey Winograd v BurgerFi International, LLC (Fifteenth Judicial Circuit Court of Palm Beach County, Florida, Case No. 502019-CA015256, filed December 1, 2019). Corey Winograd, the former chief executive officer of the Company, filed this suit against BurgerFi for certain alleged breaches of an employment agreement, claiming damages in excess of $15 million. BurgerFi filed a motion to dismiss the complaint on February 13, 2020. On May 20, 2020, the motion to dismiss was heard, which was granted in part and denied in part. The portion of the complaint not dismissed was answered by BurgerFi with affirmative defenses raised on July 7, 2020. The plaintiff served various discovery requests (including notices of non-party subpoenas) on July 9, 2020 as well as a motion to strike BurgerFi’s affirmative defenses on July 16, 2020. BurgerFi filed objections to the non-party subpoenas on July 20, 2020. On September 11, 2020, BurgerFi filed a motion to dismiss and certain claims were dismissed by the court. 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). On September 4, 2020, the parties met for mediation but were unable to resolve this matter. We believe that all claims are meritless, and we plan to vigorously defend these allegations. Management is unable to determine the likelihood of a loss or range of loss, if any, which may result from the case described above, therefore, no contingent liability has been recorded as of December 31, 2021 ; any losses, however, may be material to the Company's financial position and results of operations. Second 82nd SM, LLC v. BF NY 82, LLC, BurgerFi International, LLC and BurgerFi International, Inc. ( in the Supreme Court of the State of New York County of New York, having index No. 654907/2021 filed August 11, 2021). A lawsuit was filed by Second 82 nd SM, LLC (“ Landlord ”) against BF NY 82, LLC (“ Tenant ”) whereby Landlord brought a seven-count lawsuit for, among other things, breach of the lease agreement and underlying guaranty of the lease. The amount of damages Landlord is seeking is over $0.5 million, which constitutes back rent, late charges, real estate taxes, illuminated sign charges and water/sewer charges. On November 3, 2021, the Company filed a Motion to Dismiss the Complaint. On November 17, 2021, the Tenant filed an Answer to Landlord’s Complaint and a cross claim against the Company, which the Company answered on December 7, 2021. On December 22, 2021, the Company filed its Response in Opposition to Landlord’s Motion for Summary Judgment and Memo in further Support of its Motion to Dismiss. The parties continue to discuss a settlement, including turning over possession of the premises to the Landlord. The Company is unable to predict the ultimate outcome of this matter, however, losses may be material to the Company’s financial position and results of operations. Lion Point Capital Allegation. Beginning March 9, 2021 through March 11, 2022, the Company received letters from counsel to Lion Point Capital, LLC, a shareholder of the Company, alleging that the Company failed to timely register Lion Point’s shares in violation of the Registration Rights Agreement, which allegedly resulted in losses of $11 million. The Company responded to each claim denying that any breach had occurred or that Lion Point incurred any damages caused by the delay in the filing of the Registration Statement. We believe that all claims are meritless, and we plan to vigorously defend these allegations. While no further action has occurred, 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 December 31, 2021 ; any losses, however, may be material to the Company's financial position and results of operations. John Rosatti, as Trustee of the John Rosatti Revocable Trust U/A/D 08/27/2001 (the "JR Trust") v. BurgerFi International, Inc. ( In the Circuit Court for the Eleventh Judicial Circuit, Florida, File No. 146578749 ). On March 28, 2022, the JR Trust filed a suit against BurgerFi alleging that the JR Trust suffered losses in excess of $750,000 relating to BurgerFi’s alleged failure to timely file a registration rights agreement. The Company believes this case is without merit and intends to defend the case vigorously. Management is unable to determine the likelihood of a loss or range of loss, if any, which may result from the case, therefore, no contingent liability has been recorded as of December 31, 2021 ; any losses, however, may be material to the Company's financial position and results of operations. Burger Guys of Dania Pointe, et. al. v. BFI, LLC (in the Circuit Court of the 15 th Judicial Circuit in and for Palm Beach County, Florida, Case No. 50-2021-CA -006501-XXXX-MB filed May 21, 2021). In response to a demand letter issued by the Company to Gino Gargiulo, a former franchisee, demanding that Mr. Gargiulo pay the balance owed under an asset purchase agreement wherein BurgerFi sold the Dania Beach, Florida BurgerFi location to Mr. Gargiulo, Mr. Gargiulo claims that no further monies are owed under the asset purchase agreement and alleges that the Company is responsible for one of Gargiulo’s failed franchises in Sunny Isles, Florida, losses he has allegedly sustained at his Dania Beach location, and reimbursement of expenses in connection with his marketing company. Mr. Gargiulo seeks damages in excess of $2 million in the aggregate. We believe that all claims are meritless, and we plan to vigorously defend these allegations. The parties attended mediation on January 20, 2022, but it ended in an impasse. 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 December 31, 2021 ; any losses, however, may be material to the Company's financial position and results of operations. Employment Related Claims . In July 2021, the Company received a demand letter from the attorney of one of our now former hourly restaurant employees. The letter alleges that the former employee was sexually harassed by one of her co-workers. The demand letters claim that we discriminated and retaliated against the former employee based on her gender and age and also alleged intentional infliction of emotional distress, negligent hiring, negligent training, and negligent supervision. In February 2020, a former employee filed a charge of discrimination with the EEOC alleging age discrimination. In June 2021, the claimant filed a demand for arbitration. The parties agreed to mediate the matter before commencing the arbitration proceedings but were unable to resolve the case. While we believe that all claims of the two above mentioned Employment Related Claims, which are covered under the Company’s insurance policies, are meritless, and we plan to defend these allegations, it is reasonably possible that the Company may ultimately be required to pay substantial damages to the claimants, which could be up to $0.8 million or more in aggregate compensatory damages, attorneys’ fees and costs. 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. General Liability and Other Claims. The Company is subject to other legal proceedings and claims that arise during the normal course of business, including landlord disputes and slip and fall cases. While we intend to vigorously defend these matters, it is reasonably possible that the Company may be required to pay substantial damages to the claimants, which could be up to $0.4 million or more in aggregate compensatory damages, attorney’s fees and costs related to such identified matters. 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. |
Redeemable Preferred Stock
Redeemable Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Redeemable Preferred Stock | Redeemable Preferred Stock On November 3, 2021, and as part of the Anthony's acquisition, the Company issued 2,120,000 shares of redeemable preferred stock, par value $0.0001 per share, as Series A Preferred Stock (the "Series A Junior Preferred Stock" ). The Series A Junior Preferred Stock is redeemable on November 3, 2027 and accrues dividends at 7.00% per annum compounded quarterly from June 15, 2024 with such rate increasing by an additional 0.35% per quarter commencing with the three month period ending September 30, 2024 and (b) in the event that the Credit Facility is refinanced or repaid in full prior to June 15, 2024 and the Series A Junior Preferred Stock is not redeemed in full on such date, from and after such date, shall accrue dividends at 5.00% per annum, compounded quarterly, until June 15, 2024. The Series A Junior Preferred Stock ranks senior to the Common Stock and may be redeemed at the option of the Company at any time and must be redeemed by the Company in limited circumstances. The Series A Junior Preferred Stock shall not have voting rights or conversion rights. The Series A Junior Preferred Stock is measured at fair value with changes in fair value reported as interest expense in the accompanying consolidated statement of operations. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt (in thousands) December 31, December 31, Term loan $ 57,761 $ — Related party note 10,000 — Revolving line of credit 2,500 3,012 Notes payable 706 555 Other notes payable, no recourse to the general credit of the Company 168 168 Paycheck Protection Program ( “PPP” ) — 2,237 Total Debt $ 71,135 $ 5,972 Less: Unamortized debt discount to related party note (1,276) — Less: Unamortized debt issuance costs (1,007) — Total Debt, net 68,852 5,972 Less: Short-term borrowings (3,331) (4,450) Total Long-term borrowings and related party note $ 65,521 $ 1,522 Credit Agreement On November 3, 2021, and in connection with the acquisition of Anthony's, the Company joined a credit agreement with a syndicate of commercial banks providing Anthony's with up to $71.8 million in financing ( “Credit Agreement” ), which is reflective of the $8.3 million that the Company paid down at the acquisition date. The Credit Agreement, which terminates on June 15, 2024, provides the Company with lender financing structured as a $57.8 million term loan, a $4 million revolving loan, and a $10 million delayed draw term loan facility (the “Delayed Draw Term Loan Facility” ) provided by a related party and a significant shareholder. The terms of the Credit Agreement require the Company to repay the principal of the term loan in quarterly installments with the balance due at the maturity date, as follows: in thousands 2022 $ 3,254 2023 3,254 2024 51,253 Total $ 57,761 The loan and revolving line of credit are secured by substantially all of the Company’s assets and incurs interest on outstanding amounts at 4.75% per annum through 6/15/2023 and 6.75% from 6/16/2023 through maturity. The Delayed Draw Term Loan Facility is a non-interest bearing loan and accordingly has been recorded at fair value which resulted in a debt discount of approximately $1.3 million which is being amortized over the period of the Delayed Draw Term Loan Facility. For the year ended December 31, 2021, the Company recorded $0.1 million as amortization of the debt discount which is included within interest expense in the accompanying consolidated statements of operations. Pursuant to the terms of an amendment to the Credit Agreement effective as of March 9, 2022, certain of the covenants of (i) the Company and Plastic Tripod, Inc., as the borrowers (the "Borrowers" ), and (ii) the subsidiary guarantors (the "Guarantors" ) party to the Credit Agreement were amended, and the Borrowers and Guarantors agreed to pay incremental deferred interest of 2% per annum, in the event that the Credit Agreement is not repaid on or prior to June 15, 2023; provided, however, that if no event of default has occurred and is continuing then (1) no incremental deferred interest will be due if all of the obligations under the Credit Agreement have been paid on or prior to December 31, 2022, and (2) only 50% of the incremental deferred interest will be owed if all of the obligations under the Credit Agreement have been paid from and after January 1, 2023 and on or prior to March 31, 2023. For the year ended December 31, 2021, the Company deferred $1.0 million of financing costs in connection with its Credit Agreement. Amortization expense associated with deferred financing costs, in the amount of $0.1 million for the year ended December 31, 2021 is included in interest expense in the accompanying consolidated statements of operations. Notes Payable Note payable relates to a note payable to an individual, issued in connection with the Company’s acquisition of a franchised restaurant, which requires monthly payments of $9,000 over a seven-year amortization including 7% interest, with a maturity date of May 1, 2027. The other notes payable relates to an Economic Injury Disaster Loan from the Small Business Administration ( “SBA” ) and is primarily for one corporate-owned restaurant. Line of Credit The Company had a revolving line of credit agreement ( “LOC” ) of $5 million. In January 2021, the Company terminated the LOC and paid the total amount due of $3 million. As of December 31, 2020, the outstanding balance on the LOC was $3 million. The annual interest on advances under the LOC was equal to the LIBOR Daily Floating rate plus 0.75%. PPP Loans On May 11, 2020, the Company received loan proceeds in the amount of $2.2 million under the Paycheck Protection Program ( “PPP” ). During the year ended December 31, 2021, all PPP loans amounting to $2.2 million were forgiven by the SBA. The SBA may undertake a review of a loan of any size during the six‐year period following forgiveness of the loan; however, loans in excess of $2 million are subject to a mandatory audit. The audit will include the loan forgiveness application, as well as whether the Company met the eligibility requirements of the program and received the proper loan amount. The timing and outcome of any SBA review is not known. The following table represents the future annual principal obligations under our various debt instruments as of December 31, 2021: in thousands 2022 $ 3,332 2023 3,339 2024 63,845 2025 98 2026 105 Thereafter 416 Total $ 71,135 |
Supplemental Disclosure of Nonc
Supplemental Disclosure of Noncash Investing and Financing Activities | 12 Months Ended |
Dec. 31, 2021 | |
Noncash or Part Noncash Acquisition, Net Nonmonetary Assets Acquired (Liabilities Assumed) [Abstract] | |
Supplemental Disclosure of Noncash Investing and Financing Activities | Supplemental Disclosure of Noncash Investing and Financing ActivitiesOn April 1, 2020, the Company acquired a restaurant from a franchisee, with financing on a note payable of $0.6 million. As described in Note 5 Acquisitions, consideration issued in the BurgerFi acquisition included shares of stock valued at $103.7 million, and contingent consideration valued at $103.2 million.As described in Note 5 Acquisitions, consideration issued in the Anthony's acquisition included redeemable preferred stock of approximately $53 million (carrying value of approximately $46.9 million at November 3, 2021 and fair value of approximately $47.5 million at December 31, 2021) and shares of common stock of approximately $29.0 million. The fair value of the preferred stock was determined using a discounted cash flow methodology. The expected future redemption payment was forecasted based on the contractual PIK (payment in kind) interest and estimated redemption date of December 31, 2024. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for (benefit) from income taxes is set forth below: Successor (in thousands) Year Ended December 16, 2020 Current: U.S. Federal $ — $ 4 State — — Total current income tax expense — 4 Deferred: U.S. Federal (7,833) (314) State (2,192) (56) Total deferred income tax benefit (10,025) (370) Valuation allowance 10,337 — 312 (370) Income tax expense (benefit) $ 312 $ (366) The reconciliation of income tax computed at the U.S. federal statutory rate of 21% to our effective tax rate is set forth below: Successor (in thousands) Year Ended December 16, 2020 Income tax provision at the U.S. federal statutory rate $ (25,407) $ 1,046 Permanent differences 402 (181) Share-based compensation 496 — State income taxes, net of federal benefit (1,888) (56) Change in derivative liability (2,900) (1,175) Goodwill impairment 19,820 — True-up 42 — Change in valuation allowance 10,337 — Change in rate (406) — Tax credits (184) — Total income tax (benefit) expense $ 312 $ (366) The components of the Company's deferred tax assets (liabilities) at December 31, 2021 and December 31, 2020 are set forth below: Successor (in thousands) Year Ended December 16, 2020 through Deferred tax assets (liabilities): Allowance for doubtful accounts $ 57 $ 33 Goodwill 2,794 — Deferred franchise fees 684 752 Deferred rent 239 7 Stock compensation 1,250 203 Net operating losses, Federal 11,215 1,550 Net operating losses, State 2,066 — Deferred payroll taxes 217 — Interest expense 3,540 — Tax credits 713 — Other 1,075 151 Gross deferred tax assets 23,850 2,696 Valuation allowance (11,383) — Net deferred tax assets 12,467 2,696 Fixed assets (520) (1,876) Intangible assets (13,300) (87) Goodwill — (20) Deferred tax liabilities (13,820) (1,983) Total net deferred tax (liabilities) assets $ (1,353) $ 713 As of December 31, 2021, the Company’s federal net operating loss carryforwards for income tax purpos es was $53.4 million. On a tax-effected basis, the Company also had net operating losses of $2.1 million related to various state jurisdictions. $44.9 million of the federal net operating loss carryforwards will be carried forward indefinitely and will be av ailable to offset 80% of taxable income. The remaining amount of the federal net operating loss carryforwards will expire at varying dates through 2037. Pursuant to Sections 382 and 383 of the IRC and corresponding provisions of state law, the utilization of net operating loss carryforwards and tax credits may be limited as a result of a cumulative change in stock ownership of more than 50% over a three year period. The Company underwent such a change and consequently, the utilization of a portion of the net operating loss carryforwards and tax credits is subject to certain limitations. In assessing the realizability of deferred income tax assets, ASC 740 requires that a more likely than not standard be met. If the Company determines that it is more likely than not that deferred income tax assets will not be realized, a valuation allowance must be established. The realization of deferred tax assets depends on the generation of future taxable income during the periods in which the temporary differences become deductible. Management considers reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies when making this determination. The Company has experienced cumulative losses in recent years which is significant negative evidence that is difficult to overcome in order to reach a determination that a valuation allowance is not required. Based on the Company's evaluation of its deferred tax assets, a valuation allowance of approximately $11.4 million has been recorded against the deferred tax asset. The following table summarizes the Company's unrecognized tax benefits at December 31, 2021 and December 30, 2020: Successor (in thousands) Year Ended December 16, 2020 through Beginning balance $ — $ — Additions based on tax positions related to the current year $ — $ — Additions for tax positions of prior years $ 660 $ — Ending balance $ 660 $ — |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 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 December 31, 2021 and December 31, 2020, there were 21,303,500 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. On November 3, 2021, and as part of the Anthony's acquisition, the Company issued 2,120,000 shares of redeemable preferred stock. As of December 31, 2020, there were no shares of preferred stock issued or outstanding. See Note 9 Redeemable Preferred Stock. Warrant s As of December 31, 2021, the Company had the following warrants and options outstanding: 15,063,800 warrants outstanding, each exercisable for one share of common stock at an exercise price of $11.50 including 11,468,800 in Public Warrants, 3,000,000 in Private Placement Warrants, 445,000 in Private Warrants and 150,000 in Working Capital Warrants, 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. The Public Warrants expire in December 2025. During the year ended December 31, 2021, the Company exchanged 675,000 UPO units for 283,669 common shares in a cashless exercise, issued 100 shares for warrants exercised in cash and issued 7,969 shares in cashless warrant exercises. The Public Warrants became exercisable 30 days after the completion of the BurgerFi acquisition, provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. Warrant holders may, during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • at any time during the exercise period; • upon a minimum of 30 days' prior written notice of redemption; and • if, and only if, the last sale price of the Company's common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders. • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants became transferable, assignable or salable after the completion of the BurgerFi acquisition, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Due to this provision, the Private Placement Warrants are accounted for as liabilities. The Private Warrants are identical to the Public Warrants, except that the Private Warrants and the common stock issuable upon the exercise of the Private Warrants became transferable, assignable or salable after the completion of the BurgerFi acquisition, subject to certain limited exceptions. Additionally, the Private Warrants may be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Due to this provision, the Private Warrants are accounted for as liabilities. The Working Capital Warrants are identical to the Public Warrants, except that the Working Capital Warrants and the common stock issuable upon the exercise of the Working Capital Warrants became transferable, assignable or salable after the completion of the BurgerFi acquisition, subject to certain limited exceptions. Additionally, the Working Capital Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Working Capital Warrants are held by someone other than the initial purchasers or their permitted transferees, the Working Capital Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Due to this provision, the Working Capital Warrants are accounted for as liabilities. Unit Purchase Options The Company has an outstanding Unit Purchase Option Agreement with an investor , to purchase up to 750,000 Units (Units include 1 common share and 1 warrant per Unit) exercisable at $10.00 per Unit. The unit purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires on March 17, 2023. The option grants to holders demand and “piggyback” rights for periods of five 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 Plan. The Plan was established to benefit the Company and its stockholders, by assisting the Company to attract, retain and provide incentives to key management employees, directors, and consultants of the Company, and to align the interests of such service providers with those of the Company’s stockholders. Accordingly, the Plan provides for the granting of Non-qualified Stock Options, Incentive Stock Options, Restricted Stock Unit Awards, Restricted Stock Awards, Stock Appreciation Rights, Performance Stock Awards, Performance Unit Awards, Unrestricted Stock Awards, Distribution Equivalent Rights or any combination of the foregoing. The initial aggregate number of Shares that may be issued under the Plan shall not exceed Two Million (2,000,000) Shares. The aggregate number of Shares reserved for Awards under the Plan (other than Incentive Stock Options) shall automatically increase on January 1 of each year, for a period of not more than ten (10) years, commencing on January 1 of the year following the year after the date the Plan became effective in an amount equal to five percent (5%) of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, provided that the Committee may determine prior to the first day of the applicable fiscal year to lower the amount of such annual increase. On January 3, 2022, the Company filed a Registration Statement with the SEC to register 1,065,175 additional shares of common stock, $0.0001 par value per share, of the Company under the Plan, pursuant to the “evergreen” provision of the Plan providing for an automatic increase in the number of shares reserved for issuance under the Plan. As of December 31, 2021 and 2020, there were approximately 126,302 and 700,000 shares of common stock available for future grants under the 2020 Plan, respectively. Restricted Stock Unit Awards The Company grants RSU Awards with service, performance and market conditions. The RSU Awards granted with service conditions generally vest over 4 years. The market conditions include an index to the market value of the stock price of BurgerFi, and the performance conditions are based on key performance indicators, as identified in the employment agreements. The fair value of restricted stock units granted is determined using the fair market value of the Company’s common stock on the date of grant, as set forth in the applicable plan document. The following table summarizes activity of restricted stock units during 2021: Number of Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested at December 31, 2020 1,250,000 $ 15.28 Granted 1,445,600 13.02 Vested (118,750) 12.85 Forfeited (793,152) 13.68 Non-vested at December 31, 2021 1,783,698 $ 14.18 Share-based compensation recognized during year ended December 31, 2021 was approximately $7.6 million, inclusive of restricted stock unit grants of $7.4 million and stock grants of $0.2 million . Share-based compensation recognized for financial reporting purposes during the Successor period December 16, 2020 through December 31, 2020 was $0.8 million, comprised of restricted stock unit grants. As of December 31, 2021, there was approximately $19.6 million of total unrecognized compensation cost related to unvested restricted stock units or performance-based restricted stock unit awards to be recognized over a weighted average period of 1-4 years. The unrecognized portion of share-based compensation for unvested market condition restricted stock units (included in above) is approximately $1.2 million over 1.47 years. As detailed below, the fair value of the market condition restricted stock units was determined using a Monte Carlo simulation model. Performance-Based Restricted Stock Unit Awards The Company grants performance-based awards (restricted stock units) to certain officers and key employees. 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) or employment conditions. 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 reevaluated at each reporting period based on the probability of the achievement of the goal. C ertain goals were achieved as of December 31, 2021. Accordingly, the Company recognized share-based compensation expense of approximately $4.6 million in relation to these awards during the year ended December 31, 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. In July 2021, the Company modified the terms related to certain market condition awards that the Compensation Committee previously approved. As a result of this modification, the Company recorded additional share-based compensation of $54,000 during the year ended December 31, 2021 for these modifications. The input variables are noted in the table below: 2021 2020 Risk-free interest rate 1.03 % 0.18 % Expected life in years 2.99 3 Expected volatility 65.9 % 65.9 % Expected dividend yield * 0 % 0 % * 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 year ended December 31, 2021 and the Successor period, $1.5 million and $33,000, respectively, was recognized ratably as share-based compensation expense for the market condition awards. Service-Based Restricted Stock Unit Awards The Company grants service-based awards (restricted stock units) 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. During the year ended December 31, 2021 and the Successor period, $1.3 million and $0.8 million, respectively, was recognized ratably as share-based compensation expense for the market condition awards. The following table summarizes activity of the restricted stock units during 2021 : Performance Condition Service Condition Market Condition Restricted Stock Units Weighted Average Grant Date Fair Value Restricted Stock Units Weighted Average Grant Date Fair Value Restricted Stock Units 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 888,600 14.65 97,000 12.74 460,000 9.91 Vested (58,750) 15.66 (45,000) 8.81 (15,000) 14.01 Forfeited (528,152) 15.20 — — (265,000) 10.63 Non-vested at December 31, 2021 1,251,698 $ 15.15 252,000 $ 15.79 280,000 $ 8.42 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair values of financial instruments are estimated using public market prices, quotes from financial institutions, and other available information. The fair values of cash equivalents, receivables, net, accounts payable and short-term debt approximate their carrying amounts due to their short duration. The following tables summarize the fair values of financial instruments measured at fair value on a recurring basis as of December 31, 2021 and 2020. Items Measured at Fair Value at December 31, 2021 (in thousands) Quoted prices in active market for identical assets (liabilities) (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Redeemable preferred stock $ — $ 47,525 $ — Related party note — 8,724 — Warrant liability — — 2,706 Total $ — $ 56,249 $ 2,706 Items Measured at Fair Value at December 31, 2020 (in thousands) Quoted prices in active market for identical assets (liabilities) (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Warrant liability $ — $ — $ 16,516 Total $ — $ — $ 16,516 The fair value of the preferred stock was determined using a discounted cash flow methodology. The expected future redemption payment was forecasted based on the contractual PIK (payment in kind) interest and estimated redemption date of December 31, 2024. The fair value of the related party note, which is classified as Level 2 in the fair value hierarchy, is determined based on market prices or, if market prices are not available, the present value of the underlying cash flows discounted at our incremental borrowing rates. The fair value of non-financial assets measured at fair value on a non-recurring basis, classified as Level 2 in the fair value hierarchy, is determined based on third-party market appraisals. The fair value of our warrant liability is measured at fair value on a non-recurring basis, classified as Level 3 in the fair value hierarchy. The fair value of the private placement warrants, private warrants, and working capital warrants are determined using the publicly-traded price of our common stock on the valuation dates of $5.67 on December 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 warrants for the Successor period from December 16, 2020 to December 31, 2020 were estimated 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 calculated warrant price for private warrants was $0.75 and $4.60 on December 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 1.11 % 0.36 % Expected life in years 3.96 5 Expected volatility 41.8 % 30.0 % Expected dividend yield 0 % 0 % Assets and liabilities that are measured at fair value on a non-recurring basis include our long-lived assets and definite-lived intangible assets that we performed impairment testing for. In determining fair value, we used an income-based approach. As a number of assumptions and estimates were involved that are largely unobservable, they are classified as Level 3 inputs within the fair value hierarchy. Assumptions used in these forecasts are consistent with internal planning, and include revenue growth rates, royalties, gross margins, and operating expense in relation to the current economic environment and the Company’s future expectations. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Prior to the Anthony's acquisition in November 2021, the Company had one operating and reportable segment. As such, segment information is presented for the year ended December 31, 2021, but not prior periods as all information in prior periods relates to the BurgerFi brand. Following the Anthony's acquisition, the Company has two operating and reportable segments: • BurgerFi, which includes our operations of corporate-owned and franchised BurgerFi restaurants, which offer a fast-casual “better burger” concept; and • Anthony's, which includes our operations of casual dining pizza restaurants under the name Anthony’s Coal Fired Pizza & Wings. The CODMs are the CEO, CFO, and Executive Chairman as they assess the performance of the reportable segments and make all the significant strategic decisions, including the allocation of resources. External sales are derived principally from food and beverage sales, royalty and franchise revenue. We do not rely on any major customers as a source of sales, and the customers and long-lived assets of our reportable segments are predominantly in the U.S. There were no material transactions among reportable segments. The following tables present revenue, capital expenditures, depreciation and amortization, pre-opening costs, interest expense, and net (loss) income by segment: (in thousands) Year Ended Revenue: BurgerFi $ 46,448 Anthony's 22,419 Total $ 68,867 Capital expenditures: BurgerFi $ 10,348 Anthony's 317 Total $ 10,665 Depreciation and amortization: BurgerFi $ 8,694 Anthony's 1,366 Total $ 10,060 Pre-opening costs: BurgerFi $ 1,905 Anthony's — Total $ 1,905 Interest expense: BurgerFi $ 673 Anthony's 733 Total $ 1,406 Net (loss) income: BurgerFi $ (121,352) Anthony's (142) Total $ (121,494) * Amounts for Anthony's are only presented from November 3, 2021, the date of acquisition. Total assets by segment are as follows: (in thousands) Year Ended Year Ended Total assets: BurgerFi $ 161,675 $ 289,116 Anthony's 156,044 N/A Total $ 317,719 $ 289,116 * Amounts for Anthony's are only presented from November 3, 2021, the date of acquisition. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America ( “GAAP” ) and the rules and regulations of the Securities and Exchange Commission ( “SEC” ). On December 16, 2020 (the "Closing Date" ), the Company consummated its merger with Opes Acquisition Corp. ( "OPES" ). This acquisition (the "BurgerFi acquisition" ) qualified as a business combination under ASC 805, and OPES was the legal and accounting acquirer in the transaction. The Company’s 2020 financial statement presentation distinguishes the Company’s financial performance into two distinct periods, the period up to the Closing Date (labeled “Predecessor” ) and the period including and after that date (labeled “Successor” ). The BurgerFi acquisition was accounted for using the acquisition method of accounting, and the Successor financial statements reflect a new basis of accounting that is based on the fair value of the net assets acquired. As a result of the application of the acquisition method of accounting for the BurgerFi acquisition, the accompanying consolidated financial statements include a black line division which indicates that the Predecessor and Successor reporting entities shown are presented on a different basis and are therefore, not comparable. The historical financial information of OPES (a special purpose acquisition company, or “SPAC” ) prior to the BurgerFi acquisition 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 the period prior to December 16, 2020 besides BurgerFi’s operations as Predecessor. On November 3, 2021, we completed the acquisition of Hot Air, Inc. (the "Anthony's acquisition" ), which through its subsidiaries, owns and operates casual dining pizza restaurants under the trade name Anthony’s Coal Fired Pizza & Wings ( "Anthony's" ). The results of operations, financial position and cash flows of Anthony's is included in our consolidated financial statements as of the closing date of the acquisition. The Company operates on a calendar year-end. Anthony's uses a 52-week or 53-week fiscal year-end and its fiscal year ends on the Monday closest to December 31. Differences arising from the different fiscal year-ends were not deemed material for the year ended December 31, 2021. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior year presentation to conform to the current year presentation. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements present the consolidated financial position, results from operations and cash flows of BurgerFi International, Inc., and its wholly owned subsidiaries. All material balances and transactions between the entities have been eliminated in consolidation. |
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. |
Liquidity and COVID-19 | Liquidity and COVID-19 Our primary sources of liquidity are cash from operations and cash on hand. As of December 31, 2021, we maintained a cash and cash equivalents balance of approximately $15 million. Our primary requirements for liquidity are to fund our working capital needs, operating and finance lease obligations, capital expenditures and general corporate needs. Our requirements for working capital are generally not significant because our guests pay for their food and beverage purchases in cash or on debit or credit cards at the time of the sale and we are able to sell many of our inventory items before payment is due to the supplier of such items. Our ongoing capital expenditures are principally related to opening new restaurants, remodels and maintenance, as well as investments in our digital and corporate infrastructure. We believe our existing cash and cash equivalents will be sufficient to fund our operating and finance lease obligations, capital expenditures, and working capital needs for at least the next 12 months and the foreseeable future. |
Segment Reporting | Segment Reporting The Company owns and operates BurgerFi and Anthony's restaurants in the United States, and also has domestic and international franchisees. The Company has two operating and reportable segments: • BurgerFi, which includes our operations of corporate-owned and franchised BurgerFi restaurants, which offer a fast-casual “better burger” concept; and • Anthony's, which includes our operations of casual dining pizza restaurants under the name Anthony’s Coal Fired Pizza & Wings. The chief operating decision makers ( “CODMs” ) are the Chief Executive Officer (CEO), Chief Financial Officer (CFO), and Executive Chairman as they assess the performance of the reportable segments and make all the significant strategic decisions, including the allocation of resources. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers highly liquid investments with maturities of three months or less as cash equivalents. Cash and cash equivalents also include approximately $1.1 million and $11,000 as of December 31, 2021 and December 31, 2020, respectively, of amounts due from commercial credit card companies, such as Visa, MasterCard, Discover, and American Express, which are generally received within a few days of the related transactions. At times, the balances in the cash and cash equivalents accounts may exceed federal insured limits. The Federal Deposit Insurance Corporation insures eligible accounts up to $250,000 per depositor at each financial institution. The Company limits uninsured balances to only large, well-known financial institutions and believes that it is not exposed to significant credit risk on cash and cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash consists of (i) cash held in escrow in an amount equal to the PPP loans as required by the SBA upon a change of control, and (ii) cash proceeds from the BurgerFi acquisition, withheld for working capital purposes. The Company is the custodian of these account balances, but these accounts are in place for specific, restricted purposes, which typically are resolved within twelve months. The Company classifies the restricted cash accounts as current assets. |
Accounts Receivable | Accounts Receivable Accounts receivable consist of amounts due from franchisees for training and royalties and are stated at the amount invoiced. Accounts receivable are stated at the amount management expects to collect from balances outstanding at year end. Management provides for probable uncollectible amounts through a charge to earnings and a credit to allowance for uncollectible accounts based on its assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for uncollectible accounts and a credit to accounts receivable. The allowance for uncollectible accounts was approximately $31,000 at December 31, 2021, and $0 at December 31, 2020. |
Inventories | Inventories Inventories primarily consist of food and beverages. Inventories are accounted for at lower of cost or net realizable value using the first-in, first-out (FIFO) method. Spoilage is expensed as incurred. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost, net of accumulated depreciation. Depreciation is provided by the straight-line method over an estimated useful life. Leasehold improvements are amortized using the straight-line method over the lesser of the estimated useful life of the asset and the term of the related lease. The estimated lives for kitchen equipment and other equipment, computers and office equipment, furniture and fixtures, and vehicles range from five |
Impairment of Long-Lived Assets and Definite-Lived Intangible Assets | Impairment of Long-Lived Assets and Definite-Lived Intangible Assets The Company assesses the potential impairment of our long-lived assets on an annual basis or whenever events or changes in circumstances indicate the carrying value of the assets or asset group may not be recoverable. Factors considered include, but are not limited to, negative cash flow, significant underperformance relative to historical or projected future operating results, significant changes in the manner in which an asset is being used, an expectation that an asset will be disposed of significantly before the end of its previously estimated useful life and significant negative industry or economic trends. At any given time, we may be monitoring a small number of locations, and future impairment charges could be required if individual restaurant performance does not improve or we make the decision to close or relocate a restaurant. If such assets are considered to be impaired, the impairment to be recognized is measured at the amount by which the carrying amount of the assets exceeds the fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Definite-lived intangible assets are amortized on a straight-line basis using the following estimated useful lives of the related classes of intangibles: 7 years for franchise agreements, 30 years for trade names, 10 years for the license agreement (adjusted to 22 months at December 31, 2021), and 10 years for the VegeFi product. |
Goodwill | Goodwill The Company accounts for goodwill in accordance with FASB ASC No. 350, Intangibles—Goodwill and Other (“ASC 350”). ASC 350 requires goodwill to be reviewed for impairment annually, or more frequently if circumstances indicate a possible impairment. The Company evaluates goodwill in the fourth quarter or more frequently if management believes indicators of impairment exist. Such indicators could include but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, management conducts a quantitative goodwill impairment test. This impairment test involves comparing the fair value of the reporting unit with its carrying value (including goodwill). The Company estimates the fair values of its reporting unit using a combination of the income, or discounted cash flows approach and the market approach, which utilizes comparable companies’ data. If the estimated fair value of the reporting unit is less than its carrying value, a goodwill impairment exists for the reporting unit and an impairment loss is recorded. Based on the results of our annual goodwill impairment test, we determined it was more likely than not that goodwill was impaired at the BurgerFi reporting unit. Accordingly, the Company recorded a goodwill impairment charge of approximately $106.5 million during the year ended December 31, 2021. Refer to Note 6 Impairment. The estimated fair value of goodwill is subject to change as a result of many factors including, among others, any changes in our business plans, changing economic conditions, a potential decrease in our stock price and market capitalization, and the competitive environment. Should actual cash flows and our future estimates vary adversely from those estimates we use, we may be required to recognize impairment charges in future years. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs relate to the Company’s debt instruments, the short and long-term portions of which are reflected as deductions from the carrying amounts of the related debt instrument, including the Company’s Credit Agreement. |
Share-Based Compensation | Share-Based Compensation The Company has granted share-based compensation awards to certain employees under the 2020 Omnibus Equity Incentive Plan (the “Plan” ). The Company measures the cost of employee services received in exchange for an equity award, which may include grants of employee stock options and restricted stock units, based on the fair value of the award at the date of grant. The Company recognizes share-based compensation expense over the requisite service period unless the awards are subject to performance conditions, in which case we recognize compensation expense over the requisite service period to the extent performance conditions are considered probable. The Company will determine the grant date fair value of stock options using a Black-Scholes-Merton option pricing model (the “Black-Scholes Model” ). The grant date fair value of restricted stock unit awards ( “RSU Awards” ) and performance-based awards are determined using the fair market value of the Company’s common stock on the date of grant, as set forth in the applicable plan document, unless the awards are subject to market conditions, in which case we use a Monte Carlo simulation model. The Monte Carlo simulation model utilizes multiple input variables to estimate the probability that market conditions will be achieved. |
Warrant Liability | 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, Derivatives and Hedging , with changes in fair value included in the consolidated statement of operations. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy is required to prioritize the inputs used to measure fair value. The three levels of the fair value hierarchy are described as follows: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. |
Net (Loss) Income per Common Share | Net (Loss) Income per Common Share Net (loss) income per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company has considered the effect of (1) warrants outstanding to purchase 15,063,800 shares of common stock and (2) 75,000 shares of common stock and warrants to purchase 75,000 shares of common stock in the unit purchase option, (3) 1,503,698 shares of restricted stock unit grants in the calculation of income per share, and (4) the impact of any dividends associated with our redeemable preferred stock. 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 period. |
Reconciliation of Net (Loss) Income Per Common Share | Reconciliation of Net (Loss) Income per Common Share Basic and diluted net (loss) income per common share is calculated as follows: Successor (in thousands, except for per share data) Year Ended December 16, 2020 Numerator: Net (loss) income available to common shareholders $ (121,494) $ 5,348 Reversal of gain on change in value of warrant liability $ (12,619) $ (5,597) Net loss available to common shareholders - diluted $ (134,113) $ (249) Denominator: Weighted-average shares outstanding 18,408,247 17,541,838 Effect of dilutive securities Warrants 211,854 3,468,872 UPOs 4,346 415,405 Diluted weighted-average shares outstanding 18,624,447 21,426,115 Basic net (loss) income per common share $ (6.60) $ 0.30 Diluted net loss per common share $ (7.20) $ (0.01) |
Concentration of Risk | Concentration of Risk Management believes there is no concentration of risk with any single franchisee or small group of franchisees whose failure or nonperformance would materially affect the Company’s results of operations. The Company had no customers which accounted for 10% or more of consolidated revenue for the year ended December 31, 2021, or for the Successor period from December 16, 2020 to December 31, 2020, or for the Predecessor period from January 1, 2020 to December 15, 2020. As of December 31, 2021, the Company had one main in-line distributor of food, packaging and beverage products, excluding breads, that provided approximately 90% of the Company's restaurants purchasing in the U.S. and three additional in-line distributors of beverages that, in the aggregate, provided approximately 5% of the Company's restaurant purchasing in the U.S. We believe that our vulnerability to risk concentrations related to significant vendors and sources of our raw materials is mitigated as we believe that there are other vendors who would be able to service our requirements. However, if a disruption of service from any of our main in-line distributors was to occur, we could experience short-term increases in our costs while distribution channels were adjusted. The Company's restaurants are principally located throughout the United States. The Company has corporate-owned and franchised locations in 26 states, with the largest number in Florida. We believe the risk of geographic concentration is not significant. We could be adversely affected by changing consumer preferences resulting from concerns over nutritional or safety aspects of ingredients we sell or the effects of food safety events or disease outbreaks. The Company is subject to credit risk through its accounts receivable consisting primarily of amounts due from franchisees for royalties and franchise fees. This concentration of credit risk is mitigated, in part, by the number of franchisees and the short-term nature of the franchise receivables. |
Revenue Recognition | Revenue Recognition Revenue consists of restaurant sales and franchise licensing revenue. Generally, revenue is recognized as performance obligations transfer to the customer in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Restaurant Revenue Revenue from restaurant sales is presented net of discounts and recognized when food, beverage and retail products are sold. Sales tax collected from customers is excluded from restaurant sales and the obligation is included in sales tax payable until the taxes are remitted to the appropriate taxing authorities. Sales from our gift cards are deferred and recognized upon redemption for goods or services. Revenue from restaurant sales is generally paid at the time of sale. Credit cards and delivery service partners sales are generally collected shortly after the sale occurs. The revenue from electronic gift cards is deferred when purchased by the customer and revenue is recognized when the gift cards are redeemed. The Company is a Delaware corporation and is subject to Delaware escheatment laws. Delaware escheatment laws state that gift cards are presumed to be abandoned after five years and the balance remitted should represent the maximum cost to the issuer of merchandise. The Company contracts with delivery service partners for delivery of goods and services to customers. The Company has determined that the delivery service partners are agents, and the Company is the principal. Therefore, restaurant sales through delivery services are recognized at gross sales and delivery service revenue is recorded as expense. Franchise Revenue The franchise agreements require the franchisee to pay an initial, non-refundable fee and sometimes continuing fees based upon a percentage of sales. Generally, payment for the initial franchise fee is received upon execution of the licensing agreement. Owners can make a deposit equal to 50% of the total franchise fee to reserve the right to open additional locations. The remaining balance of the franchise fee is due upon signing by the franchisee of the applicable location’s lease or mortgage. Franchise deposits received in advance for locations not expected to open within one year are classified as long-term liabilities, while franchise deposits received in advance for locations expected to open within one year are classified as short-term liabilities. Franchise revenue is comprised of certain initial franchise fees and ongoing sales-based royalty fees from a franchised BurgerFi restaurant. Generally, the licenses granted to develop, open and operate each BurgerFi franchise in a specified territory are the predominant performance obligations transferred to the licensee in our contracts, and represent symbolic intellectual property. Ancillary promised services, such as training and assistance during the initial opening of a BurgerFi restaurant are typically combined with the licenses and considered as one performance obligation per BurgerFi franchise. Certain initial services such as site selection and lease review are considered distinct services that are recognized at a point in time when the performance obligations have been provided, generally when the BurgerFi franchise has been opened. We determine the transaction price for each contract and allocate it to the distinct services based on their standalone selling price based on the costs to provide the service and a profit margin. On an annual basis, we perform a review to reevaluate the amount of this initial franchise fee revenue that is recognized. The remainder of the transaction price is recognized over the remaining term of the franchise agreement once the BurgerFi restaurant has been opened. Because we are transferring licenses to access our intellectual property during a contractual term, revenue is recognized on a straight-line basis over the license term. These payments are initially deferred and recognized as revenue as the performance obligations are satisfied. Franchise agreements and deposit agreements outline a schedule for store openings. Failure to meet the schedule can result in forfeiture of deposits made. Forfeiture of deposits is recognized as terminated franchise fee revenue once contracts have been terminated for failure to comply. All terminations are communicated to the franchisee in writing using formal termination letters. Additionally, a franchise store that is already open may terminate before its lease term has ended, in which case the remainder of the transaction price is recognized as terminated franchise fee revenue. |
Presentation of Sales Taxes | Presentation of Sales Taxes The Company collects sales tax from customers and remits the entire amount to the respective states. The Company’s accounting policy is to exclude the tax collected and remitted from revenue and cost of sales. Sales tax payable amounted to approximately $1.1 million and $0.2 million at December 31, 2021 and 2020, respectively, and is presented in accrued expenses and other current liabilities in the accompanying consolidated balance sheets. |
Advertising Expenses | Advertising ExpensesAdvertising costs are expensed as incurred. Advertising expense for the year ended December 31, 2021 was $0.9 million. Advertising expense for the Successor period from December 16, 2020 to December 31, 2020 and for the Predecessor period from January 1, 2020 to December 15, 2020 was $23,000 and $0.5 million, respectively. |
Brand Development Fund | Brand Development Royalties and ExpensesThe Company’s franchise agreements provide for franchisee contributions of a percentage of gross restaurant sales, which are recognized as royalty income. Amounts collected are required to be used for advertising and related costs, including reasonable costs of administration. |
Advertising Co-Op Fund | Advertising Co-Op Royalties and ExpensesMany of the Company's South Florida franchises contribute a percentage of gross restaurant sales, which are recognized as royalty income. Amounts collected are required to be used for local advertising and related costs, including reasonable costs of administration. |
Pre-opening Costs | Pre-opening Costs The Company follows ASC Topic 720-15, “Start-up Costs,” which provides guidance on the financial reporting of start-up costs and organization costs. In accordance with this ASC Topic, costs of pre-opening activities and organization costs are expensed as incurred. Pre-opening costs include all expenses incurred by a restaurant prior to the restaurant's opening for business. These pre-opening costs include costs to relocate and reimburse restaurant management staff members, costs to recruit and train hourly restaurant staff members, wages, travel, and lodging costs for our training team and other support staff members, as well as rent expense. Pre-opening costs can fluctuate significantly from period to period based on the number and timing of restaurant openings and the specific pre-opening costs incurred for each restaurant. |
Deferred Rent | Deferred Rent Rent expense on non-cancelable leases containing known future scheduled rent increases or free rent periods is recorded on a straight-line basis over the respective lease term. The lease term begins when the Company has the right to control the use of the leased property and includes the initial non-cancelable lease term plus any periods covered by renewal options that the Company is reasonably assured of exercising. The difference between rent expense and rent paid is accounted for as deferred rent and is amortized over the lease term. |
Operating Leases | Operating Leases The Company leases restaurant locations that have terms expiring between May 2022 and February 2033. The initial obligation period is generally 10 years. The restaurant facilities primarily have renewal clauses for two 5-year periods or one 10-year period, exercisable at the option of the Company. The Company includes one 5-year renewal option in its lease term. Certain lease agreements contain one or more of the following: tenant improvement allowances, rent holidays, rent escalation clauses and/or contingent rent provisions. The Company includes scheduled rent escalation clauses for the purpose of recognizing straight-line rent. Certain of these leases require the payment of contingent rentals based on a percentage of gross revenue, as defined in such leases, and certain other rent escalation clauses are based on the change in the Consumer Price Index. The Company received cash incentives from certain landlords for specified leasehold improvements which are deferred and accreted on a straight-line basis over the related lease term as a reduction of rent expense. |
Business Combinations | Business Combinations The determination of the fair value of net assets acquired in a business combination requires estimates and judgments of future cash flow expectations for the acquired business and the related identifiable tangible and intangible assets. Fair values of net assets acquired are calculated using expected cash flows and industry-standard valuation techniques. For current assets and current liabilities, book value is generally assumed to equal fair value. Goodwill is the amount by which consideration paid exceeds the fair value of acquired net assets. A bargain purchase gain results when the fair value of an acquired business’ net assets exceeds its purchase price. Acquisition costs are expensed as incurred and are included within general and administrative expenses in the consolidated statements of operations. Due to the time required to gather and analyze the necessary data for each acquisition, U.S. GAAP provides a “measurement period” of up to one year in which to finalize these fair value determinations. During the measurement period, preliminary fair value estimates may be revised if new information is obtained about the facts and circumstances existing as of the date of acquisition, or based on the final net assets and working capital of the acquired business, as prescribed in the applicable purchase agreement. Such adjustments may result in the recognition of, or an adjustment to the fair values of, acquisition-related assets and liabilities and/or consideration paid, and are referred to as “measurement period adjustments." Measurement period adjustments are recorded to goodwill. Other revisions to fair value estimates for acquisitions are reflected as income or expense, as appropriate. Consideration paid generally consists of cash and, from time to time, shares, and potential future payments that are contingent upon the acquired business achieving certain levels of earnings in the future, also referred to as “acquisition-related contingent consideration” or “earn-outs.” |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. A deferred tax asset or liability is recognized whenever there are (1) future tax effects from temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and (2) operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to the years in which those differences are expected to be recovered or settled. Deferred tax assets are recognized to the extent the Company believes these assets will more likely than not be realized. In evaluating the realizability of deferred tax assets, the Company considers all available positive and negative evidence, including the interaction and the timing of future reversals of existing temporary differences, projected future taxable income, recent operating results and tax-planning strategies. When considered necessary, a valuation allowance is recorded to reduce the carrying amount of the deferred tax assets to their anticipated realizable value. Prior to the BurgerFi acquisition, the Company, with the consent of its members, had elected to be taxed as a partnership under the provisions of the Internal Revenue Code and similar state provisions. Partnerships are generally not subject to federal and state income taxes; the partners reflect their respective share of the Company’s taxable income or loss on their individual tax returns. Therefore, there was no federal income tax recorded by the Company for the period from January 1, 2020 through December 15, 2020. In this period, there were neither liabilities nor deferred tax assets relating to uncertain income tax provisions taken or expected to be taken on the tax returns. Income tax uncertainties We measure income tax uncertainties in accordance with a two-step process of evaluating a tax position. We first determine if it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position. A tax position that meets the more-likely-than-not recognition threshold is then measured, for purposes of financial statement recognition, as the largest amount that has a greater than 50% likelihood of being realized upon effective settlement. We currently have no unrecognized tax benefits at December 31, 2021 or 2020. |
New Accounting Pronouncements | New Accounting Pronouncements In February 2016, the FASB issued guidance 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. The Company will elect the package of practical expedients, as well as the hindsight practical expedient, permitted under the new guidance, which includes allowing the Company to continue utilizing historical classification of leases. In preparation for the adoption, the Company has implemented new accounting systems, business processes and internal controls to assist in the application of the new guidance. As an emerging growth company, this guidance is effective for our fiscal years beginning after December 15, 2021. The adoption of the standard will result in the recognition of right-of-use assets and lease liabilities for operating leases which will result in additional assets and corresponding liabilities of approximately $60 million to $65 million on the consolidated balance sheet, with no material impact to its consolidated statement of operations, stockholders’ equity, or cash flows. Our assessment is ongoing and subject to finalization such that the actual impact may differ from the estimated range. In June 2016, the FASB issued guidance which was 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 consolidated financial statements. In July 2021, the FASB issued guidance that requires lessors to classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if (a) the lease would have been classified as a sales-type lease or a direct financing lease in accordance with lease classification criteria and (b) the lessor would have otherwise recognized a day-one loss. As a public company, this amendment is effective for our fiscal years beginning after December 15, 2022, with early adoption permitted. This guidance may be applied either retrospectively to leases that commenced or were modified on or after the adoption of lease guidance we adopted in 2019 or prospectively to leases that commence or are modified on or after the date that this new guidance is applied. The Company is currently evaluating the impact of adoption of the new standard on the consolidated financial statements. In October 2021, the FASB issued guidance which requires entities to recognize contract assets and contract liabilities in a business combination. As a public company, this standard will be effective for our fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and will be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the standard is permitted. The Company is currently evaluating the impact of the adoption of the new standard on the consolidated financial statements. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Store Activity | Store activity for the years ended December 31, 2021 and 2020 is as follows: 2021 2020 * Corporate-owned Franchised Total Corporate-owned Franchised Total Total BurgerFi and Anthony's 86 93 179 17 102 119 BurgerFi stores, beginning of year 17 102 119 13 117 130 BurgerFi stores opened 10 6 16 2 9 11 BurgerFi stores transferred/sold (1) 1 — 2 (2) — BurgerFi stores closed (1) (16) (17) — (22) (22) BurgerFi total stores, end of year 25 93 118 17 102 119 Anthony's stores acquired 61 — 61 — — — Anthony's total stores, end of year 61 — 61 — — — * As Anthony's was acquired on November 3, 2021, Anthony's store activity is not included in the presentation above for 2020. |
Schedule of Goodwill | The following table represents changes to the Company's goodwill during the year ended December 31, 2021: (in thousands) Goodwill as of December 31, 2020 $ 119,542 Adjustments to other current liabilities 4,439 Goodwill impairment for BurgerFi reporting unit (106,476) Goodwill acquired in connection with the Anthony's acquisition 80,495 Goodwill as of December 31, 2021 $ 98,000 (in thousands) Goodwill as of December 31, 2020 $ 119,542 Adjustments to other current liabilities (measurement period adjustments) $ 4,439 Goodwill as of December 31, 2021 (prior to impairment charges recorded) $ 123,981 |
Summary of Calculation of Basic and Diluted Income (Loss) Per Common Share | Basic and diluted net (loss) income per common share is calculated as follows: Successor (in thousands, except for per share data) Year Ended December 16, 2020 Numerator: Net (loss) income available to common shareholders $ (121,494) $ 5,348 Reversal of gain on change in value of warrant liability $ (12,619) $ (5,597) Net loss available to common shareholders - diluted $ (134,113) $ (249) Denominator: Weighted-average shares outstanding 18,408,247 17,541,838 Effect of dilutive securities Warrants 211,854 3,468,872 UPOs 4,346 415,405 Diluted weighted-average shares outstanding 18,624,447 21,426,115 Basic net (loss) income per common share $ (6.60) $ 0.30 Diluted net loss per common share $ (7.20) $ (0.01) |
Contract with Customer, Contract Asset, Contract Liability, and Receivable | Opening and closing balances of contract liabilities and receivables from contracts with customers for the years ended December 31, 2021 and 2020 are as follows: (in thousands) Year Ended Year Ended Franchising receivables $ 212 $ 480 Gift card liability 2,587 430 Deferred revenue, current 468 490 Deferred revenue, long-term 2,109 2,816 Revenue recognized during the period ended which were included in the balance of deferred revenue at the beginning of the period are as follows: Successor Predecessor (in thousands) Year Ended December 16, 2020 January 1, 2020 Franchise Fees $ 1,069 $ 41 $ 1,023 |
Analysis of Deferred Revenue | An analysis of deferred revenue is as follows: Successor Predecessor (in thousands) December 31, 2021 December 31, 2020 * December 15, 2020 Balance, beginning of period $ 3,306 $ 3,053 $ 4,688 Initial franchise fees received 290 278 413 Revenue recognized for stores open during period (235) (25) (362) Revenue recognized related to franchise agreement termination (834) — (693) Other deferred revenue 50 — — Balance, end of period $ 2,577 $ 3,306 $ 4,046 * Beginning balance for the Successor period is reflective of a fair value adjustment. |
Restricted Cash (Tables)
Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restricted Cash and Cash Equivalents [Abstract] | |
Summary of Restricted Cash | Restricted cash consisted of the following: (in thousands) December 31, 2021 December 31, 2020 Paycheck Protection Program ( “PPP” ) amount held in escrow $ — $ 2,237 Cash proceeds from the BurgerFi acquisition, withheld for working capital purposes — 996 Total Restricted Cash $ — $ 3,233 |
Property & Equipment (Tables)
Property & Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following: (in thousands) December 31, 2021 December 31, 2020 Leasehold improvements $ 19,900 $ 5,477 Kitchen equipment and other equipment 7,810 1,548 Computers and office equipment 1,425 208 Furniture and fixtures 2,340 792 Vehicles 88 27 31,563 8,052 Less: Accumulated depreciation and amortization (2,528) (48) Property and equipment – net $ 29,035 $ 8,004 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 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 amortization expense: December 31, 2021 December 31, 2020 (in thousands) Amount Accumulated Amortization Net Carrying Value Amount Accumulated Amortization Net Carrying Value Franchise agreements $ 24,839 $ 3,696 $ 21,143 $ 24,839 $ 147 $ 24,692 Trade names / trademarks 143,750 3,220 140,530 83,033 115 82,918 Liquor license 6,678 — 6,678 235 — 235 License agreement 1,176 925 251 8,882 37 8,845 VegeFi product 135 14 121 135 1 134 $ 176,578 $ 7,855 $ 168,723 $ 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) 2022 $ 8,490 2023 8,467 2024 8,353 2025 8,353 2026 8,353 Thereafter 120,029 Total $ 162,045 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Consideration Paid | Consideration Paid (in thousands) Cash $ 30,000 Common Stock 103,680 Contingent consideration 103,207 Total Consideration $ 236,887 |
Summary of Input Variables | The input variables are noted in the table below: 2020 Risk-free interest rate 0.37 % Expected life in years 3 Expected volatility 60 % Expected dividend yield * 0 % * The Monte Carlo method assumes a reinvestment of dividends. |
Summary of Fair Values of Assets Acquired Net of Current Liabilities | The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date, which have been finalized during the measurement period: (in thousands) Fair Value December 16, 2020 Cash $ 2,179 Cash - restricted 611 Accounts receivable 378 Inventory 260 Other current assets 1,235 Property and equipment 8,520 Intangible assets 117,124 Other assets 199 Accounts payable, accrued expenses, and other current liabilities (7,740) Revolving line of credit (3,012) Current portion of deferred franchise fees (521) Other deposit (907) Deferred initial franchise fees, net of current portion (2,531) Notes payable (2,889) Fair Value of Tangible and Identifiable Intangible assets and liabilities assumed $ 112,906 Consideration paid 236,887 Goodwill $ 123,981 The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The Company determined the fair value of certain intangible assets. The Company is in the process of finalizing its assessment of the fair value of the assets acquired and liabilities assumed; thus, the provisional measurements of intangible assets, goodwill and deferred income taxes are subject to change. The allocation of the excess purchase price was based upon preliminary estimates and assumptions and is subject to revision. The measurement period for such purchase price allocations end on November 3, 2022 or twelve months from the date of acquisition. (in thousands) Fair Value November 3, 2021 Cash $ 5,522 Accounts receivable 597 Inventory 986 Other current assets 1,662 Property and equipment 13,534 Intangible assets 67,344 Accounts payable, accrued expenses, and other current liabilities (15,451) Long-term borrowings (77,063) Deferred tax liability $ (1,755) Fair Value of Tangible and Identifiable Intangible assets and liabilities assumed $ (4,624) Consideration paid 75,871 Goodwill $ 80,495 |
Schedule of Goodwill | The following table represents changes to the Company's goodwill during the year ended December 31, 2021: (in thousands) Goodwill as of December 31, 2020 $ 119,542 Adjustments to other current liabilities 4,439 Goodwill impairment for BurgerFi reporting unit (106,476) Goodwill acquired in connection with the Anthony's acquisition 80,495 Goodwill as of December 31, 2021 $ 98,000 (in thousands) Goodwill as of December 31, 2020 $ 119,542 Adjustments to other current liabilities (measurement period adjustments) $ 4,439 Goodwill as of December 31, 2021 (prior to impairment charges recorded) $ 123,981 |
Schedule of Consideration Paid At Acquisition Date | The acquisition-date fair value of the consideration transferred totaled $75.9 million, which consisted of the following: Consideration Paid (in thousands) Common Stock $ 25,562 Preferred Stock 46,906 Option Consideration Shares 3,403 Total Consideration $ 75,871 |
Amount of Revenue and Net Loss | The amounts of revenue and net loss for Anthony's included in the Company’s consolidated statement of operations for the period from November 3, 2021, the acquisition date, through December 31, 2021 are as follows: (in thousands) 2021 Revenue $ 22,419 Net Loss (142) The following represents the unaudited proforma consolidated statement of operations as if the BurgerFi acquisition and Anthony's acquisition had been included in the consolidated results of the Company for the entire years ending December 31, 2021 and 2020: (in thousands) 2021 2020 Revenue $ 168,906 $ 107,160 Net Loss (138,490) (19,890) |
Impairment (Tables)
Impairment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Details of Impairment of Long-Lived Assets Held and Used by Asset | This consisted of the following: (in thousands) 2021 Goodwill $ 106,476 Definite-lived intangible assets 7,706 Long-lived assets 615 Total non-cash impairment charge $ 114,797 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments on Operating Leases | Approximate future minimum payments on these operating leases for the years ended December 31 are as follows: (in thousands) 2022 $ 11,159 2023 12,911 2024 11,287 2025 9,520 2026 7,733 Thereafter 22,542 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | (in thousands) December 31, December 31, Term loan $ 57,761 $ — Related party note 10,000 — Revolving line of credit 2,500 3,012 Notes payable 706 555 Other notes payable, no recourse to the general credit of the Company 168 168 Paycheck Protection Program ( “PPP” ) — 2,237 Total Debt $ 71,135 $ 5,972 Less: Unamortized debt discount to related party note (1,276) — Less: Unamortized debt issuance costs (1,007) — Total Debt, net 68,852 5,972 Less: Short-term borrowings (3,331) (4,450) Total Long-term borrowings and related party note $ 65,521 $ 1,522 |
Repayment of Principal | The terms of the Credit Agreement require the Company to repay the principal of the term loan in quarterly installments with the balance due at the maturity date, as follows: in thousands 2022 $ 3,254 2023 3,254 2024 51,253 Total $ 57,761 |
Schedule of Maturities of Long-term Debt | The following table represents the future annual principal obligations under our various debt instruments as of December 31, 2021: in thousands 2022 $ 3,332 2023 3,339 2024 63,845 2025 98 2026 105 Thereafter 416 Total $ 71,135 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for (Benefit) From Income Taxes | The provision for (benefit) from income taxes is set forth below: Successor (in thousands) Year Ended December 16, 2020 Current: U.S. Federal $ — $ 4 State — — Total current income tax expense — 4 Deferred: U.S. Federal (7,833) (314) State (2,192) (56) Total deferred income tax benefit (10,025) (370) Valuation allowance 10,337 — 312 (370) Income tax expense (benefit) $ 312 $ (366) |
Schedule of Reconciliation of Income Tax Rate | The reconciliation of income tax computed at the U.S. federal statutory rate of 21% to our effective tax rate is set forth below: Successor (in thousands) Year Ended December 16, 2020 Income tax provision at the U.S. federal statutory rate $ (25,407) $ 1,046 Permanent differences 402 (181) Share-based compensation 496 — State income taxes, net of federal benefit (1,888) (56) Change in derivative liability (2,900) (1,175) Goodwill impairment 19,820 — True-up 42 — Change in valuation allowance 10,337 — Change in rate (406) — Tax credits (184) — Total income tax (benefit) expense $ 312 $ (366) |
Schedule of Deferred Tax Assets (Liabilities) | The components of the Company's deferred tax assets (liabilities) at December 31, 2021 and December 31, 2020 are set forth below: Successor (in thousands) Year Ended December 16, 2020 through Deferred tax assets (liabilities): Allowance for doubtful accounts $ 57 $ 33 Goodwill 2,794 — Deferred franchise fees 684 752 Deferred rent 239 7 Stock compensation 1,250 203 Net operating losses, Federal 11,215 1,550 Net operating losses, State 2,066 — Deferred payroll taxes 217 — Interest expense 3,540 — Tax credits 713 — Other 1,075 151 Gross deferred tax assets 23,850 2,696 Valuation allowance (11,383) — Net deferred tax assets 12,467 2,696 Fixed assets (520) (1,876) Intangible assets (13,300) (87) Goodwill — (20) Deferred tax liabilities (13,820) (1,983) Total net deferred tax (liabilities) assets $ (1,353) $ 713 |
Schedule of Unrecognized Tax Benefits | The following table summarizes the Company's unrecognized tax benefits at December 31, 2021 and December 30, 2020: Successor (in thousands) Year Ended December 16, 2020 through Beginning balance $ — $ — Additions based on tax positions related to the current year $ — $ — Additions for tax positions of prior years $ 660 $ — Ending balance $ 660 $ — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Summary of Activity of Restricted Stock Units | The following table summarizes activity of restricted stock units during 2021: Number of Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested at December 31, 2020 1,250,000 $ 15.28 Granted 1,445,600 13.02 Vested (118,750) 12.85 Forfeited (793,152) 13.68 Non-vested at December 31, 2021 1,783,698 $ 14.18 The following table summarizes activity of the restricted stock units during 2021 : Performance Condition Service Condition Market Condition Restricted Stock Units Weighted Average Grant Date Fair Value Restricted Stock Units Weighted Average Grant Date Fair Value Restricted Stock Units 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 888,600 14.65 97,000 12.74 460,000 9.91 Vested (58,750) 15.66 (45,000) 8.81 (15,000) 14.01 Forfeited (528,152) 15.20 — — (265,000) 10.63 Non-vested at December 31, 2021 1,251,698 $ 15.15 252,000 $ 15.79 280,000 $ 8.42 |
Share-based Payment Arrangement, Performance Shares, Valuation Assumptions | The input variables are noted in the table below: 2021 2020 Risk-free interest rate 1.03 % 0.18 % Expected life in years 2.99 3 Expected volatility 65.9 % 65.9 % Expected dividend yield * 0 % 0 % * The Monte Carlo method assumes a reinvestment of dividends. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables summarize the fair values of financial instruments measured at fair value on a recurring basis as of December 31, 2021 and 2020. Items Measured at Fair Value at December 31, 2021 (in thousands) Quoted prices in active market for identical assets (liabilities) (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Redeemable preferred stock $ — $ 47,525 $ — Related party note — 8,724 — Warrant liability — — 2,706 Total $ — $ 56,249 $ 2,706 Items Measured at Fair Value at December 31, 2020 (in thousands) Quoted prices in active market for identical assets (liabilities) (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Warrant liability $ — $ — $ 16,516 Total $ — $ — $ 16,516 |
Input Variable for Black-Scholes Model | The following table summarizes activity of restricted stock units during 2021: Number of Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested at December 31, 2020 1,250,000 $ 15.28 Granted 1,445,600 13.02 Vested (118,750) 12.85 Forfeited (793,152) 13.68 Non-vested at December 31, 2021 1,783,698 $ 14.18 The following table summarizes activity of the restricted stock units during 2021 : Performance Condition Service Condition Market Condition Restricted Stock Units Weighted Average Grant Date Fair Value Restricted Stock Units Weighted Average Grant Date Fair Value Restricted Stock Units 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 888,600 14.65 97,000 12.74 460,000 9.91 Vested (58,750) 15.66 (45,000) 8.81 (15,000) 14.01 Forfeited (528,152) 15.20 — — (265,000) 10.63 Non-vested at December 31, 2021 1,251,698 $ 15.15 252,000 $ 15.79 280,000 $ 8.42 |
Fair Value Measurement Inputs and Valuation Techniques | The input variables for the Black-Scholes are noted in the table below: 2021 2020 Risk-free interest rate 1.11 % 0.36 % Expected life in years 3.96 5 Expected volatility 41.8 % 30.0 % Expected dividend yield 0 % 0 % |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following tables present revenue, capital expenditures, depreciation and amortization, pre-opening costs, interest expense, and net (loss) income by segment: (in thousands) Year Ended Revenue: BurgerFi $ 46,448 Anthony's 22,419 Total $ 68,867 Capital expenditures: BurgerFi $ 10,348 Anthony's 317 Total $ 10,665 Depreciation and amortization: BurgerFi $ 8,694 Anthony's 1,366 Total $ 10,060 Pre-opening costs: BurgerFi $ 1,905 Anthony's — Total $ 1,905 Interest expense: BurgerFi $ 673 Anthony's 733 Total $ 1,406 Net (loss) income: BurgerFi $ (121,352) Anthony's (142) Total $ (121,494) * Amounts for Anthony's are only presented from November 3, 2021, the date of acquisition. Total assets by segment are as follows: (in thousands) Year Ended Year Ended Total assets: BurgerFi $ 161,675 $ 289,116 Anthony's 156,044 N/A Total $ 317,719 $ 289,116 * Amounts for Anthony's are only presented from November 3, 2021, the date of acquisition. |
Reconciliation Of Non-GAAP EBIDTA To Comparable GAAP Measures |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Narrative (Details) | Dec. 31, 2021USD ($)Storestatebrand | Dec. 31, 2020USD ($)Store | Dec. 31, 2021USD ($)StoreSegmentstatebrand | Nov. 03, 2021Segment | Dec. 15, 2020USD ($) | Dec. 31, 2021USD ($)Renewal_timeStorestatebrandshares | Dec. 30, 2021 | Jan. 01, 2022USD ($) | Dec. 16, 2020USD ($) | Oct. 21, 2020 | Dec. 31, 2019USD ($)Store |
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Number of restaurants | Store | 179 | 119 | 179 | 179 | |||||||
Number of brands | brand | 2 | 2 | 2 | ||||||||
Cash and cash equivalents | $ 14,889,000 | $ 40,383,000 | $ 14,889,000 | $ 2,790,000 | $ 14,889,000 | $ 68,870,000 | $ 2,417,000 | ||||
Number of operating segments | Segment | 2 | 1 | |||||||||
Number of reportable segments | Segment | 2 | 1 | |||||||||
Cash and cash equivalents | 14,889,000 | 37,150,000 | $ 14,889,000 | 14,889,000 | |||||||
Allowance for uncollectible accounts | $ 31,000 | 0 | $ 31,000 | 31,000 | |||||||
Asset impairment charges, excluding goodwill | 8,300,000 | ||||||||||
Goodwill impairment loss | 106,476,000 | ||||||||||
Amortization expense of deferred financing costs | $ 100,000 | ||||||||||
Number of states in which entity operates | state | 26 | 26 | 26 | ||||||||
Percentage of total franchise fee | 50.00% | ||||||||||
Sales tax payable | $ 1,100,000 | 200,000 | $ 1,100,000 | $ 1,100,000 | |||||||
Advertising expenses | 23,000 | 500,000 | 900,000 | ||||||||
Revenue | 1,687,000 | 32,295,000 | 68,867,000 | ||||||||
Brand development and co-op advertising expense | 35,000 | 2,284,000 | 2,462,000 | ||||||||
Pre-opening costs | 48,000 | 166,000 | $ 1,905,000 | ||||||||
Operating lease initial obligation period | 10 years | 10 years | 10 years | 10 years | |||||||
Operating lease number of renewal time | Renewal_time | 1 | ||||||||||
Lease term renewal option | 5 years | ||||||||||
Franchise agreements | |||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Estimated useful life of intangible assets | 7 years | ||||||||||
Trade Names | |||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Estimated useful life of intangible assets | 30 years | ||||||||||
Licensing Agreements | |||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Estimated useful life of intangible assets | 22 months | 10 years | |||||||||
VegeFi product | |||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Estimated useful life of intangible assets | 22 months | 10 years | 10 years | ||||||||
Purchasing Benchmark | Supplier Concentration Risk | One Distributor | |||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Concentration risk percentage | 90.00% | ||||||||||
Purchasing Benchmark | Supplier Concentration Risk | Three Inline Distributors | |||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Concentration risk percentage | 5.00% | ||||||||||
Credit Agreement | |||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Deferred financing costs | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||||||
Amortization expense of deferred financing costs | 100,000 | ||||||||||
Brand Development and Co-op Advertising Expenses | |||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Revenue | 55,000 | 1,200,000 | 1,500,000 | ||||||||
Brand development and co-op advertising expense | 35,000 | 1,600,000 | 1,700,000 | ||||||||
Brand Development and Co-op Advertising Expenses | South Florida | |||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Advertising expenses | 0 | 600,000 | 800,000 | ||||||||
Revenue | 19,000 | $ 300,000 | $ 500,000 | ||||||||
Public Warrants | |||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 15,063,800 | ||||||||||
Warrant | |||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 75,000 | ||||||||||
Common Stock | Unit Purchase Option | |||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 75,000 | ||||||||||
Restricted Shares | |||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 1,503,698 | ||||||||||
Maximum | |||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Federal deposit insurance corporation insured amount | 250,000 | 250,000 | $ 250,000 | ||||||||
Estimated useful life of intangible assets | 7 years | ||||||||||
Maximum | Forecast | |||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Operating lease right of use asset | $ 65,000,000 | ||||||||||
Lease liabilities | 65,000,000 | ||||||||||
Minimum | |||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Estimated useful life of intangible assets | 5 years | ||||||||||
Minimum | Forecast | |||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Operating lease right of use asset | 60,000,000 | ||||||||||
Lease liabilities | $ 60,000,000 | ||||||||||
Amount Due from Commercial Credit Card Companies | |||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Cash and cash equivalents | $ 1,100,000 | $ 11,000 | $ 1,100,000 | $ 1,100,000 | |||||||
BurgerFi | |||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Number of restaurants | Store | 118 | 119 | 118 | 118 | 130 | ||||||
Revenue | $ 46,448,000 | ||||||||||
Pre-opening costs | $ 1,905,000 | ||||||||||
Anthony's | |||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Number of restaurants | Store | 61 | 0 | 61 | 61 | |||||||
Revenue | $ 22,419,000 | ||||||||||
Pre-opening costs | $ 0 | ||||||||||
Lease Renewal Clause One | |||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Operating lease number of renewal time | Renewal_time | 2 | ||||||||||
Operating lease renewal period | 5 years | 5 years | 5 years | ||||||||
Lease Renewal Clause Two | |||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Operating lease number of renewal time | Renewal_time | 1 | ||||||||||
Operating lease renewal period | 10 years | 10 years | 10 years |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Summary of Store Activity (Details) - Store | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Store Activity [Roll Forward] | ||
Stores, beginning of year | 119 | |
Stores, end of year | 179 | 119 |
BurgerFi | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 119 | 130 |
Stores opened / acquired during the year | 16 | 11 |
Stores transferred/sold to the Company | 0 | 0 |
Stores closed during the year | (17) | (22) |
Stores, end of year | 118 | 119 |
Anthony's | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 0 | |
Anthony's stores acquired | 61 | 0 |
Stores, end of year | 61 | 0 |
Corporate-owned | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 17 | |
Stores, end of year | 86 | 17 |
Corporate-owned | BurgerFi | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 17 | 13 |
Stores opened / acquired during the year | 10 | 2 |
Stores transferred/sold to the Company | (1) | 2 |
Stores closed during the year | (1) | 0 |
Stores, end of year | 25 | 17 |
Corporate-owned | Anthony's | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 0 | |
Anthony's stores acquired | 61 | 0 |
Stores, end of year | 61 | 0 |
Franchised | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 102 | |
Stores, end of year | 93 | 102 |
Franchised | BurgerFi | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 102 | 117 |
Stores opened / acquired during the year | 6 | 9 |
Stores transferred/sold to the Company | 1 | (2) |
Stores closed during the year | (16) | (22) |
Stores, end of year | 93 | 102 |
Franchised | Anthony's | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 0 | |
Anthony's stores acquired | 0 | 0 |
Stores, end of year | 0 | 0 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies - Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Goodwill at beginning of period | $ 119,542 |
Adjustments to other current liabilities (measurement period adjustments) | 4,439 |
Goodwill impairment for BurgerFi reporting unit | (106,476) |
Goodwill acquired in connection with the Anthony's acquisition | 80,495 |
Goodwill at end of period | $ 98,000 |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies - Summary of Calculation of Basic and Diluted Income (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 15, 2020 | Dec. 31, 2021 | |
Numerator: | |||
Net (loss) income available to common shareholders | $ 5,348 | $ 615 | $ (121,494) |
Reversal of gain on change in value of warrant liability | (5,597) | (12,619) | |
Net loss available to common shareholders - diluted | $ (249) | $ (134,113) | |
Denominator: | |||
Weighted-average shares outstanding (in shares) | 17,541,838 | 18,408,247 | |
Incremental common shares attributable to dilutive effect of restricted stock grants and warrants (in shares) | 3,468,872 | 211,854 | |
Incremental common shares attributable to dilutive effect of unit purchase option (in shares) | 415,405 | 4,346 | |
Diluted weighted-average shares outstanding (in shares) | 21,426,115 | 18,624,447 | |
Basic net (loss) income per common share (in dollars per share) | $ 0.30 | $ (6.60) | |
Diluted net loss income per common share (in dollars per share) | $ (0.01) | $ (7.20) |
Organization and Summary of S_8
Organization and Summary of Significant Accounting Policies - Summary of Contract Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Franchising receivables | $ 212 | $ 480 |
Gift card liability | 2,587 | 430 |
Deferred revenue, current | 468 | 490 |
Deferred revenue, long-term | $ 2,109 | $ 2,816 |
Organization and Summary of S_9
Organization and Summary of Significant Accounting Policies - Summary of Franchise Revenue (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 15, 2020 | Dec. 31, 2021 | |
Franchise Fees [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Recognized revenue | $ 41 | $ 1,023 | $ 1,069 |
Organization and Summary of _10
Organization and Summary of Significant Accounting Policies - Analysis of Deferred Revenue (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 15, 2020 | Dec. 31, 2021 | |
Contract With Customer, Liability Activity [Roll Forward] | |||
Balance, beginning of period | $ 4,046,000 | $ 4,688,000 | $ 3,306,000 |
Balance, beginning of period | 3,053,000 | 3,306,000 | |
Initial franchise fees received | 278,000 | 413,000 | 290,000 |
Revenue recognized for stores open during period | (25,000) | (362,000) | (235,000) |
Revenue recognized related to franchise agreement termination | 0 | (693,000) | (834,000) |
Other deferred revenue | 0 | 0 | 50,000 |
Balance, end of period | 3,306,000 | 3,053,000 | |
Balance, end of period | $ 3,306,000 | $ 4,046,000 | $ 2,577,000 |
Restricted Cash (Details) - Sum
Restricted Cash (Details) - Summary of Restricted Cash - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Restricted Cash And Cash Equivalents Items [Line Items] | ||
Total Restricted Cash | $ 0 | $ 3,233 |
Paycheck Protection Program (“PPP”) amount held in escrow | ||
Restricted Cash And Cash Equivalents Items [Line Items] | ||
Total Restricted Cash | 0 | 2,237 |
Cash proceeds from the BurgerFi acquisition, withheld for working capital purposes | ||
Restricted Cash And Cash Equivalents Items [Line Items] | ||
Total Restricted Cash | $ 0 | $ 996 |
Property & Equipment - Summary
Property & Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment – gross | $ 31,563 | $ 8,052 |
Less: Accumulated depreciation and amortization | (2,528) | (48) |
Property and equipment – net | 29,035 | 8,004 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment – gross | 19,900 | 5,477 |
Kitchen equipment and other equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment – gross | 7,810 | 1,548 |
Computers and office equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment – gross | 1,425 | 208 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment – gross | 2,340 | 792 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment – gross | $ 88 | $ 27 |
Property & Equipment (Details)
Property & Equipment (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 15, 2020 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 48,000,000 | $ 1,000,000 | $ 2,500,000 |
Long-lived assets | $ 600,000 |
Intangible Assets - Summary of
Intangible Assets - Summary of Components of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets [Line Items] | ||
Amount | $ 176,578 | $ 117,124 |
Accumulated Amortization | 7,855 | 300 |
Net Carrying Value | 168,723 | 116,824 |
Franchise agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Amount | 24,839 | 24,839 |
Accumulated Amortization | 3,696 | 147 |
Net Carrying Value | 21,143 | 24,692 |
Trade names / trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Amount | 143,750 | 83,033 |
Accumulated Amortization | 3,220 | 115 |
Net Carrying Value | 140,530 | 82,918 |
Liquor license | ||
Finite Lived Intangible Assets [Line Items] | ||
Amount | 6,678 | 235 |
Accumulated Amortization | 0 | 0 |
Net Carrying Value | 6,678 | 235 |
License agreement | ||
Finite Lived Intangible Assets [Line Items] | ||
Amount | 1,176 | 8,882 |
Accumulated Amortization | 925 | 37 |
Net Carrying Value | 251 | 8,845 |
VegeFi product | ||
Finite Lived Intangible Assets [Line Items] | ||
Amount | 135 | 135 |
Accumulated Amortization | 14 | 1 |
Net Carrying Value | $ 121 | $ 134 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Impairments of intangible assets | $ 7,700,000 | ||
Amortization expense | $ 300,000 | $ 7,600,000 | $ 0 |
Intangible Assets - Summary o_2
Intangible Assets - Summary of Components of Related Amortization Expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Amortization Expense For Intangible Assets Over The Next Five Years | |
2022 | $ 8,490 |
2023 | 8,467 |
2024 | 8,353 |
2025 | 8,353 |
2026 | 8,353 |
Thereafter | 120,029 |
Total | $ 162,045 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ / shares in Units, $ in Thousands | Nov. 03, 2021USD ($)Store | Dec. 16, 2020USD ($)d$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2021USD ($)shares |
Business Acquisition [Line Items] | ||||
Issuance of common stock (in shares) | shares | 17,541,838 | 21,303,500 | ||
Business acquisition, transaction costs | $ 3,100 | |||
Business acquisition, financing costs | $ 800 | |||
BurgerFi International, LLC | ||||
Business Acquisition [Line Items] | ||||
Consideration paid | $ 236,887 | $ 236,900 | ||
Cash payment | 30,000 | |||
Issuance of common stock (in shares) | shares | 6,603,773 | |||
Class of stock | $ 103,700 | |||
Share-based compensation arrangement by share-based payment award, fair value assumptions average amount | $ 103,200 | |||
Additional common stock issued (in shares) | shares | 9,356,459 | |||
Threshold trading days | d | 20 | |||
Threshold consecutive trading days | d | 30 | |||
Intangible assets | $ 117,124 | |||
Hot Air, Inc. | ||||
Business Acquisition [Line Items] | ||||
Consideration paid | $ 75,871 | |||
Percentage of shares acquired | 100.00% | |||
Number of businesses acquired | Store | 61 | |||
Intangible assets | $ 67,344 | |||
Customer Relationships | BurgerFi International, LLC | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets acquired | $ 24,800 | |||
Useful life | 7 years | |||
License agreement | BurgerFi International, LLC | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets acquired | $ 8,900 | |||
Useful life | 10 years | |||
Trademarks | Hot Air, Inc. | ||||
Business Acquisition [Line Items] | ||||
Useful life | 30 years | |||
Intangible assets | $ 60,700 | |||
Liquor license | Hot Air, Inc. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 6,600 | |||
Trade Names | BurgerFi International, LLC | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets acquired | $ 83,000 | |||
Useful life | 30 years | |||
Prior to Second Anniversary of Closing, Price is Greater Than or Equal to $19.00 Per Share | BurgerFi International, LLC | ||||
Business Acquisition [Line Items] | ||||
Additional common stock issued (in shares) | shares | 3,947,368 | |||
Shares issued, price per share (in dollars per share) | $ / shares | $ 19 | |||
Prior to Second Anniversary of Closing, Price is Greater Than or Equal to $22.00 Per Share | BurgerFi International, LLC | ||||
Business Acquisition [Line Items] | ||||
Additional common stock issued (in shares) | shares | 3,409,091 | |||
Shares issued, price per share (in dollars per share) | $ / shares | $ 22 | |||
Prior to Second Anniversary of Closing, Price is Greater Than or Equal to $25.00 Per Share | BurgerFi International, LLC | ||||
Business Acquisition [Line Items] | ||||
Additional common stock issued (in shares) | shares | 2,000,000 | |||
Shares issued, price per share (in dollars per share) | $ / shares | $ 25 |
Acquisitions - Schedule of Cons
Acquisitions - Schedule of Consideration Paid (Details) - USD ($) $ in Thousands | Nov. 03, 2021 | Dec. 31, 2020 | Dec. 16, 2021 |
BurgerFi | |||
Consideration paid | |||
Cash | $ 30,000 | ||
Class of stock | 103,680 | ||
Contingent consideration | $ 103,207 | ||
Consideration paid | $ 236,887 | ||
Anthony's | |||
Consideration paid | |||
Consideration paid | $ 75,871 | ||
Anthony's | Common Stock | |||
Consideration paid | |||
Class of stock | 25,562 | ||
Anthony's | Preferred Stock | |||
Consideration paid | |||
Class of stock | 46,906 | ||
Anthony's | Option Consideration Shares | |||
Consideration paid | |||
Class of stock | $ 3,403 |
Acquisitions - Summary of Input
Acquisitions - Summary of Input Variables (Details) - BurgerFi International, LLC | 1 Months Ended |
Dec. 31, 2020 | |
Business Acquisition [Line Items] | |
Risk-free interest rate | 0.37% |
Expected life in years | 3 years |
Expected volatility | 60.00% |
Expected dividend yield | 0.00% |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Nov. 03, 2021 | Dec. 16, 2020 | Dec. 31, 2020 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 119,542 | $ 98,000 | ||
BurgerFi International, LLC | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 2,179 | |||
Cash - restricted | 611 | |||
Accounts receivable | 378 | |||
Inventory | 260 | |||
Other current assets | 1,235 | |||
Property and equipment | 8,520 | |||
Intangible assets | 117,124 | |||
Other assets | 199 | |||
Accounts payable, accrued expenses, and other current liabilities | (7,740) | |||
Revolving line of credit | (3,012) | |||
Current portion of deferred franchise fees | (521) | |||
Other deposit | (907) | |||
Deferred initial franchise fees, net of current portion | (2,531) | |||
Notes payable / Long-term borrowings | (2,889) | |||
Fair Value of Tangible and Identifiable Intangible assets and liabilities assumed | 112,906 | |||
Consideration paid | 236,887 | 236,900 | ||
Goodwill | $ 123,981 | $ 119,542 | $ 123,981 | |
Hot Air, Inc. | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 5,522 | |||
Accounts receivable | 597 | |||
Inventory | 986 | |||
Other current assets | 1,662 | |||
Property and equipment | 13,534 | |||
Intangible assets | 67,344 | |||
Accounts payable, accrued expenses, and other current liabilities | (15,451) | |||
Notes payable / Long-term borrowings | (77,063) | |||
Deferred tax liability | (1,755) | |||
Fair Value of Tangible and Identifiable Intangible assets and liabilities assumed | (4,624) | |||
Consideration paid | 75,871 | |||
Goodwill | $ 80,495 |
Acquisitions - Goodwill (Detail
Acquisitions - Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Goodwill at beginning of period | $ 119,542 |
Adjustments to other current liabilities (measurement period adjustments) | 4,439 |
Goodwill at end of period | 98,000 |
BurgerFi International, LLC | |
Goodwill [Roll Forward] | |
Goodwill at beginning of period | 119,542 |
Adjustments to other current liabilities (measurement period adjustments) | 4,439 |
Goodwill at end of period | $ 123,981 |
Acquisitions - Revenues and Net
Acquisitions - Revenues and Net Loss (Details) - Anthony's $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Business Acquisition [Line Items] | |
Revenue | $ 22,419 |
Net Loss | $ (142) |
Acquisitions - Pro Forma (Detai
Acquisitions - Pro Forma (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenue | $ 168,906 | $ 107,160 |
Net Loss | $ (138,490) | $ (19,890) |
Impairment - Schedule of Impair
Impairment - Schedule of Impairment Charges (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 15, 2020 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Impairment | $ 0 | $ 0 | $ 114,797 |
Goodwill | 106,476 | ||
Definite-lived intangible assets | 7,706 | ||
Long-lived assets | $ 600 |
Impairment - Narrative (Details
Impairment - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 15, 2020 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 106,476 | ||
Definite-lived intangible assets | 7,706 | ||
Long-lived asset impairment charges | 615 | ||
Impairment | $ 0 | $ 0 | $ 114,797 |
Related Party Transactions (Det
Related Party Transactions (Details) | Jan. 03, 2022shares | Oct. 21, 2020 | Nov. 30, 2021USD ($) | Apr. 30, 2021USD ($)shares | Dec. 31, 2020USD ($) | Dec. 15, 2020USD ($) | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Jul. 31, 2022ft² | Feb. 22, 2022ft² | Jan. 01, 2020 |
Related Party Transaction [Line Items] | |||||||||||
Due from related companies | $ 74,000 | $ 74,000 | |||||||||
Lease term | 10 years | 10 years | |||||||||
Term of possession of premises to tenant | 180 days | ||||||||||
Operating lease, expense | $ 46,000 | $ 0 | |||||||||
Annual cash compensation and expense reimbursements | $ 100,000 | ||||||||||
Affiliated Entity | Entity Under Common Ownership With Significant Shareholder | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Lease term | 36 months | ||||||||||
Rent expense | 1,000 | $ 200,000 | $ 200,000 | ||||||||
Affiliated Entity | Entity Under Common Ownership With Significant Shareholder | Subsequent Event | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Area of real estate property | ft² | 18,500 | 16,500 | |||||||||
Affiliated Entity | Strategic Advisory Services | Consultant | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Payments for related party transaction | $ 29,000 | ||||||||||
Expenses from transactions with related party | $ 250,000 | ||||||||||
Restricted Stock Units (RSUs) | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Award issued (in shares) | shares | 50,000 | ||||||||||
Restricted Stock Units (RSUs) | Affiliated Entity | Strategic Advisory Services | Consultant | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Vesting period | 5 years | ||||||||||
Units vested (in shares) | shares | 10,000 | ||||||||||
Share-based compensation | $ 200,000 | ||||||||||
Common Stock | Chief Operating Officer | Subsequent Event | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares granted (in shares) | shares | 37,959 | ||||||||||
Royalty | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Royalty revenue received from franchisees | $ 17,000 | $ 300,000 | $ 300,000 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Mar. 28, 2022USD ($) | Aug. 11, 2021USD ($)claim | May 21, 2021USD ($) | Dec. 01, 2019USD ($) | Dec. 31, 2020USD ($) | Feb. 29, 2020USD ($) | Apr. 30, 2016USD ($) | Apr. 30, 2020USD ($)Deposit | Dec. 15, 2020USD ($) | Mar. 11, 2022USD ($) | Dec. 31, 2021USD ($)claim |
Commitments And Contingencies [Line Items] | |||||||||||
Operating leases, rent expense | $ 19,000 | $ 2,700,000 | $ 4,900,000 | ||||||||
Asset held for sale | 732,000 | $ 732,000 | |||||||||
Pending Litigation | BurgerFi International, LLC v Shree at Philly Downtown, LLC, et. al. | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Loss contingency, damages sought | $ 5,000,000 | ||||||||||
Pending Litigation | Corey Winograd v BurgerFi International, LLC | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Loss contingency, damages sought | $ 15,000,000 | ||||||||||
Pending Litigation | Second 82nd SM, LLC c BF NY 82, LLC, BurgerFi International, LLC and BurgerFi International, Inc. | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Loss contingency, damages sought | $ 500,000 | ||||||||||
Pending claims | claim | 7 | ||||||||||
Pending Litigation | Lion Point Capital Allegation | Subsequent Event | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Loss contingency, damages sought | $ 11,000,000 | ||||||||||
Pending Litigation | John Rosatti, as Trustee of the John Rosatti Revocable Trust v. BurgerFi International, Inc | Subsequent Event | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Loss contingency, damages sought | $ 750,000 | ||||||||||
Pending Litigation | Burger Guys of Dania Pointe, et. al | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Loss contingency, damages sought | $ 2,000,000 | ||||||||||
Pending Litigation | Employment Related Claims | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Pending claims | claim | 2 | ||||||||||
Estimate of possible loss | $ 800,000 | ||||||||||
Pending Litigation | General Liability and Other Claims | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Estimate of possible loss | 400,000 | ||||||||||
BF Dania Beach, LLC | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Aggregate purchase price | $ 1,300,000 | ||||||||||
Number of cash deposits | Deposit | 3 | ||||||||||
Cash deposits received | $ 900,000 | ||||||||||
Cash deposits returned to unrelated third-party purchaser | $ 900,000 | ||||||||||
Asset held for sale | $ 700,000 | $ 700,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - Schedule of Future Minimum Payments on Operating Leases $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 11,159 |
2023 | 12,911 |
2024 | 11,287 |
2025 | 9,520 |
2026 | 7,733 |
Thereafter | $ 22,542 |
Redeemable Preferred Stock (Det
Redeemable Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 03, 2021 | Dec. 31, 2021 |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |
Redeemable preferred stock | $ 47.5 | |
Fair value adjustment of mandatorily redeemable preferred stock interest expense | 0.6 | |
Preferred Stock, Dividend, Three Month Period Ending September 30, 2024 | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Mandatorily redeemable preferred stock, dividend compound rate, quarterly percentage | 0.35% | |
Preferred Stock, Dividend, Period Until June 15, 2024 | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Mandatorily redeemable preferred stock, early repayment covenant, annual dividend rate | 5.00% | |
Hot Air, Inc. | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Shares issued to acquire business (in shares) | 2,120,000 | |
Mandatorily Redeemable Preferred Stock | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |
Mandatorily Redeemable Preferred Stock | Preferred Stock, Dividend, Quarterly Period From June 15, 2024 | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Dividend rate | 7.00% | |
Mandatorily Redeemable Preferred Stock | Hot Air, Inc. | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Class of stock | $ 53 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 71,135,000 | $ 5,972,000 |
Notes payable | 706,000 | 555,000 |
Other notes payable, no recourse to the general credit of the Company | 168,000 | 168,000 |
Less: Unamortized debt discount to related party note | 1,276,000 | 0 |
Less: Unamortized debt issuance costs | (1,007,000) | 0 |
Total | 68,852,000 | 5,972,000 |
Less: Short-term borrowings | (3,331,000) | (4,450,000) |
Total Long-term borrowings and related party note | 65,521,000 | 1,522,000 |
Related Party Note | ||
Debt Instrument [Line Items] | ||
Loans payable | 10,000,000 | 0 |
Paycheck Protection Program, CARES Act | ||
Debt Instrument [Line Items] | ||
Loans payable | 0 | 2,237,000 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 57,761,000 | 0 |
Revolving Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 2,500,000 | $ 3,012,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Nov. 03, 2021 | May 11, 2020 | Jan. 31, 2021 | Dec. 31, 2020 | Dec. 15, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 09, 2022 |
Debt Instrument [Line Items] | ||||||||
Repayments of debt | $ 8,300,000 | $ 0 | $ 2,329,000 | $ 12,168,000 | ||||
Debt discount | 0 | 1,276,000 | $ 0 | |||||
Amortization of debt discount | 100,000 | |||||||
Note payable, monthly payment | 9,000 | |||||||
Repayment of line of credit | $ 3,000,000 | |||||||
Proceeds on borrowings | 0 | $ 5,393,000 | $ 0 | |||||
Notes Payable, Noncurrent | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 7.00% | |||||||
Debt instrument, term | 7 years | |||||||
Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | 71,800,000 | |||||||
Related party note | 10,000,000 | |||||||
Amortization of debt discount | $ 100,000 | |||||||
Deferred financing costs | $ 1,000,000 | |||||||
Credit Agreement | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Incremental deferred interest, annual percentage | 2.00% | |||||||
Credit Agreement | Subsequent Event | Repayment on or Prior to December 31, 2022 | ||||||||
Debt Instrument [Line Items] | ||||||||
Deferred interest due | 0.00% | |||||||
Credit Agreement | Subsequent Event | Repayment Between January 1, 2023 and March 31, 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Deferred interest due | 50.00% | |||||||
Credit Agreement | Interest Period Through June 15, 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 4.75% | |||||||
Credit Agreement | Interest Period From June 16, 2023 Through Maturity | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 6.75% | |||||||
Credit Agreement | Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | 57,800,000 | |||||||
Credit Agreement | Revolving Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit, maximum borrowing capacity | $ 4,000,000 | |||||||
Credit Agreement | Loans Payable, Noncurrent | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt discount | $ 1,300,000 | |||||||
LOC | Revolving Line of Credit | Revolving Line of Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit, maximum borrowing capacity | 5,000,000 | 5,000,000 | ||||||
Revolving line of credit | $ 3,000,000 | $ 3,000,000 | ||||||
LOC | Revolving Line of Credit | Revolving Line of Credit Agreement | LIBOR [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Floating interest rate percentage | 0.75% | |||||||
Paycheck Protection Program, CARES Act | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds on borrowings | $ 2,200,000 | |||||||
Debt forgiven | $ 2,200,000 |
Debt - Repayment of Principal (
Debt - Repayment of Principal (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Maturities of Long-term Debt [Abstract] | ||
2022 | $ 3,332 | |
2023 | 3,339 | |
2024 | 63,845 | |
Total | 68,852 | $ 5,972 |
Credit Agreement | ||
Maturities of Long-term Debt [Abstract] | ||
2022 | 3,254 | |
2023 | 3,254 | |
2024 | 51,253 | |
Total | $ 57,761 |
Debt - Future Annual Principle
Debt - Future Annual Principle Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Maturities of Long-term Debt [Abstract] | ||
2022 | $ 3,332 | |
2023 | 3,339 | |
2024 | 63,845 | |
2025 | 98 | |
2026 | 105 | |
Thereafter | 416 | |
Total | $ 71,135 | $ 5,972 |
Supplemental Disclosure of No_2
Supplemental Disclosure of Noncash Investing and Financing Activities (Details) - USD ($) $ in Thousands | Nov. 03, 2021 | Dec. 31, 2020 | Dec. 31, 2021 |
Noncash Or Part Noncash Acquisition Net Nonmonetary Assets Acquired Liabilities Assumed [Line Items] | |||
Stock issued in acquisition, value | $ 103,680 | $ 28,120 | |
Contingent consideration in acquisition, value | 103,207 | ||
Carrying value of shares issued in consideration | $ 46,900 | $ 0 | 47,525 |
Redeemable preferred stock, fair value | 47,500 | ||
Anthony's | |||
Noncash Or Part Noncash Acquisition Net Nonmonetary Assets Acquired Liabilities Assumed [Line Items] | |||
Note payable | 600 | ||
Stock issued in acquisition, value | 103,700 | ||
Contingent consideration in acquisition, value | 103,200 | ||
Anthony's | Common Stock | |||
Noncash Or Part Noncash Acquisition Net Nonmonetary Assets Acquired Liabilities Assumed [Line Items] | |||
Shares issued in consideration | $ 25,562 | ||
Hot Air, Inc. | Mandatorily Redeemable Preferred Stock | |||
Noncash Or Part Noncash Acquisition Net Nonmonetary Assets Acquired Liabilities Assumed [Line Items] | |||
Shares issued in consideration | 53,000 | ||
Hot Air, Inc. | Common Stock | |||
Noncash Or Part Noncash Acquisition Net Nonmonetary Assets Acquired Liabilities Assumed [Line Items] | |||
Shares issued in consideration | $ 29,000 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for (Benefit) From Income Taxes (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 15, 2020 | Dec. 31, 2021 | |
Current: | |||
U.S. Federal | $ 4 | $ 0 | |
State | 0 | 0 | |
Total current income tax expense | 4 | 0 | |
Deferred: | |||
U.S. Federal | (314) | (7,833) | |
State | (56) | (2,192) | |
Total deferred income tax benefit | (370) | (10,025) | |
Valuation allowance | 0 | 10,337 | |
Deferred income taxes | (370) | $ 0 | 312 |
Income tax (expense) benefit | $ (366) | $ 0 | $ 312 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax Rate (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 15, 2020 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Income tax provision at the U.S. federal statutory rate | $ 1,046,000 | $ (25,407,000) | |
Permanent differences | (181,000) | 402,000 | |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Amount | 0 | 496,000 | |
State income taxes, net of federal benefit | (56,000) | (1,888,000) | |
Change in derivative liability | (1,175,000) | (2,900,000) | |
Goodwill impairment | 0 | 19,820,000 | |
True-up | 0 | 42,000 | |
Change in valuation allowance | 0 | 10,337,000 | |
Change in rate | 0 | (406,000) | |
Tax credits | 0 | (184,000) | |
Income tax expense (benefit) | $ (366,000) | $ 0 | $ 312,000 |
Income Taxes (Successor) - Sche
Income Taxes (Successor) - Schedule of Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 57 | $ 33 |
Goodwill | 2,794 | 0 |
Deferred franchise fees | 684 | 752 |
Deferred rent | 239 | 7 |
Stock compensation | 1,250 | 203 |
Deferred payroll taxes | 217 | 0 |
Interest expense | 3,540 | 0 |
Tax credits | 713 | 0 |
Other | 1,075 | 151 |
Gross deferred tax assets | 23,850 | 2,696 |
Valuation allowance | (11,383) | 0 |
Net deferred tax assets | 12,467 | 2,696 |
Fixed assets | (520) | (1,876) |
Intangible assets | (13,300) | (87) |
Goodwill | 0 | (20) |
Deferred tax liabilities | (13,820) | (1,983) |
Total net deferred tax (liabilities) assets | (1,353) | |
Total net deferred tax (liabilities) assets | 713 | |
State and Local Jurisdiction | ||
Deferred tax assets: | ||
Net operating losses | 2,066 | 0 |
Federal | ||
Deferred tax assets: | ||
Net operating losses | $ 11,215 | $ 1,550 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Textual [Line Items] | |||
Net operating losses | $ 53,400 | ||
Valuation allowance | 11,383 | $ 0 | |
Refundable income tax amount | 700 | ||
Subsequent Event | |||
Income Tax Textual [Line Items] | |||
Proceeds from income tax refunds | $ 700 | ||
State and Local Jurisdiction | |||
Income Tax Textual [Line Items] | |||
Net operating losses | 2,100 | ||
Federal | |||
Income Tax Textual [Line Items] | |||
Net operating losses | $ 44,900 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2021 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning balance | $ 0 | $ 0 |
Additions based on tax positions related to the current year | 0 | 0 |
Additions for tax positions of prior years | 0 | 660 |
Ending balance | $ 0 | $ 660 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)Store$ / sharesshares | Jan. 03, 2022shares | Nov. 03, 2021shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock, shares, outstanding (in shares) | 17,541,838 | 21,303,500 | 21,303,500 | ||
Issuance of common stock (in shares) | 17,541,838 | 21,303,500 | 21,303,500 | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares issued (in shares) | 0 | 2,120,000 | |||
Preferred stock, shares outstanding (in shares) | 0 | 2,120,000 | |||
Warrants outstanding (in shares) | 15,063,800 | 15,063,800 | |||
Warrants exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||
UPO units that are exercisable (in shares) | 75,000 | ||||
Number of UPO units exchanged (in shares) | 675,000 | ||||
Number of shares in exchange for UPO units (in shares) | 283,669 | ||||
Shares issued for warrants (in shares) | 100 | 100 | |||
Shares issued in cashless warrant exercises (in shares) | 7,969 | ||||
Warrants exercisable period | 30 days | ||||
Number of shares issued under purchase option (in shares) | 750,000 | ||||
Number of common shares included in purchase of units (in shares) | 1 | ||||
Number of warrant included in purchase of units (in shares) | 1 | ||||
Shares purchase price, per share (in Dollars per share) | $ / shares | $ 10 | $ 10 | |||
Option grants to holders demand and “piggyback” rights periods one | 5 years | ||||
Option grants to holders demand and “piggyback” rights periods two | 7 years | ||||
Stock issued during period, shares, warrant exercised (in shares) | 7,969 | ||||
Employee benefits and share-based compensation | $ | $ 7,600,000 | ||||
Subsequent Event | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Additional shares issued (in shares) | 1,065,175 | ||||
Public Warrants | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Warrants outstanding (in shares) | 11,468,800 | 11,468,800 | |||
Warrants exercise price (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||
Prior written notice of redemption, period | 30 days | ||||
Stock price trigger for redemption (in dollars per share) | $ / shares | $ 18 | $ 18 | |||
Number of trading days at or above trigger price | Store | 20 | ||||
Days included in redemption trading day period | Store | 30 | ||||
Private Placement | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Warrants outstanding (in shares) | 3,000,000 | 3,000,000 | |||
Private Warrants | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Warrants outstanding (in shares) | 445,000 | 445,000 | |||
Warrants exercise price (in dollars per share) | $ / shares | $ 4.60 | $ 0.75 | $ 0.75 | ||
Working Capital Warrants | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Warrants outstanding (in shares) | 150,000 | 150,000 | |||
2020 Omnibus Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Aggregate number of shares to be issued under stock incentive plan (in shares) | 2,000,000 | ||||
Stock option expiration period | 10 years | ||||
Annual increase in number of shares available for issuance | 5.00% | ||||
Common shares available for future grants (in shares) | 700,000 | 126,302 | 126,302 | ||
Restricted Shares | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Restricted Stock Units (RSUs) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Employee benefits and share-based compensation | $ | $ 800,000 | $ 7,400,000 | |||
Unrecognized compensation cost | $ | $ 19,600,000 | $ 19,600,000 | |||
Restricted Stock Units (RSUs) | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized stock-based compensation expense, weighted-average recognition period | 1 year | ||||
Restricted Stock Units (RSUs) | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized stock-based compensation expense, weighted-average recognition period | 4 years | ||||
Market Condition | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized compensation cost | $ | 1,200,000 | $ 1,200,000 | |||
Unrecognized stock-based compensation expense, weighted-average recognition period | 1 year 5 months 19 days | ||||
Share-based compensation | $ | 33,000 | $ 1,500,000 | |||
Performance Condition | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation | $ | 4,600,000 | ||||
Share-based payment arrangement, additional expense due to modifications | $ | $ 54,000 | ||||
Service Condition | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation | $ | $ 800,000 | 1,300,000 | |||
Stock Grants | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Employee benefits and share-based compensation | $ | $ 200,000 | ||||
UPO Units Exercise Price One | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
UPO units exercise price (in dollars per share) | $ / shares | $ 10 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Activity of Restricted Stock Units (Details) - Restricted Stock Units (RSUs) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of Restricted Stock Units | |
Non-vested at December 31, 2020 (in shares) | shares | 1,250,000 |
Granted (in shares) | shares | 1,445,600 |
Vested (in shares) | shares | (118,750) |
Forfeited (in shares) | shares | (793,152) |
Non-vested at December 31, 2021 (in shares) | shares | 1,783,698 |
Weighted Average Grant Date Fair Value | |
Non-vested at December 31, 2020 (in dollars per shares) | $ / shares | $ 15.28 |
Granted (in dollars per share) | $ / shares | 13.02 |
Vested (in dollars per share) | $ / shares | 12.85 |
Forfeited (in dollars per share) | $ / shares | 13.68 |
Non-vested at December 31, 2021 (in dollars per shares) | $ / shares | $ 14.18 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Input Variables (Details) - Performance Condition | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 1.03% | 0.18% |
Expected life in years | 2 years 11 months 26 days | 3 years |
Expected volatility | 65.90% | 65.90% |
Expected dividend yield | 0.00% | 0.00% |
Stockholders' Equity - Activity
Stockholders' Equity - Activity of the Restricted Stock Units During 2021 by Award Type (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Performance Condition | |
Restricted Stock Units | |
Non-vested at December 31, 2020 (in shares) | shares | 950,000 |
Granted (in shares) | shares | 888,600 |
Vested (in shares) | shares | (58,750) |
Forfeited (in shares) | shares | (528,152) |
Non-vested at December 31, 2021 (in shares) | shares | 1,251,698 |
Weighted Average Grant Date Fair Value | |
Non-vested at December 31, 2020 (in dollars per share) | $ / shares | $ 15.70 |
Granted (in dollars per share) | $ / shares | 14.65 |
Vested (in dollars per share) | $ / shares | 15.66 |
Forfeited (in dollars per share) | $ / shares | 15.20 |
Non-vested at December 31, 2021 (in dollars per share) | $ / shares | $ 15.15 |
Service Condition | |
Restricted Stock Units | |
Non-vested at December 31, 2020 (in shares) | shares | 200,000 |
Granted (in shares) | shares | 97,000 |
Vested (in shares) | shares | (45,000) |
Forfeited (in shares) | shares | 0 |
Non-vested at December 31, 2021 (in shares) | shares | 252,000 |
Weighted Average Grant Date Fair Value | |
Non-vested at December 31, 2020 (in dollars per share) | $ / shares | $ 15.70 |
Granted (in dollars per share) | $ / shares | 12.74 |
Vested (in dollars per share) | $ / shares | 8.81 |
Forfeited (in dollars per share) | $ / shares | 0 |
Non-vested at December 31, 2021 (in dollars per share) | $ / shares | $ 15.79 |
Market Condition | |
Restricted Stock Units | |
Non-vested at December 31, 2020 (in shares) | shares | 100,000 |
Granted (in shares) | shares | 460,000 |
Vested (in shares) | shares | (15,000) |
Forfeited (in shares) | shares | (265,000) |
Non-vested at December 31, 2021 (in shares) | shares | 280,000 |
Weighted Average Grant Date Fair Value | |
Non-vested at December 31, 2020 (in dollars per share) | $ / shares | $ 10.45 |
Granted (in dollars per share) | $ / shares | 9.91 |
Vested (in dollars per share) | $ / shares | 14.01 |
Forfeited (in dollars per share) | $ / shares | 10.63 |
Non-vested at December 31, 2021 (in dollars per share) | $ / shares | $ 8.42 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Share price (in dollars per share) | $ 5.67 | $ 13.69 |
Warrants exercise price | 11.50 | |
Private Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants exercise price | $ 0.75 | $ 4.60 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value by Hierarchy (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Redeemable preferred stock | $ 47,500 | |
Related party note | 8,724 | $ 0 |
Warrant liability | 2,706 | 16,516 |
Quoted prices in active market for identical assets (liabilities) (Level 1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Redeemable preferred stock | 0 | |
Related party note | 0 | |
Warrant liability | 0 | 0 |
Total | 0 | 0 |
Significant other observable inputs (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Redeemable preferred stock | 47,525 | |
Related party note | 8,724 | |
Warrant liability | 0 | 0 |
Total | 56,249 | 0 |
Significant unobservable inputs (Level 3) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Redeemable preferred stock | 0 | |
Related party note | 0 | |
Warrant liability | 2,706 | 16,516 |
Total | $ 2,706 | $ 16,516 |
Fair Value Measurements - Black
Fair Value Measurements - Black Scholes Measurement Inputs (Details) | Dec. 31, 2021yr | Dec. 31, 2020yr |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.0111 | 0.0036 |
Expected life in years | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 3.96 | 5 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.418 | 0.300 |
Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0 | 0 |
Segment Information - Narrative
Segment Information - Narrative (Details) - Segment | 2 Months Ended | 10 Months Ended |
Dec. 31, 2021 | Nov. 03, 2021 | |
Segment Reporting [Abstract] | ||
Number of operating segments | 2 | 1 |
Segment Information - Summary o
Segment Information - Summary of Financial Statement Data by Segment (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 15, 2020 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 1,687,000 | $ 32,295,000 | $ 68,867,000 |
Capital expenditures | 10,665,000 | ||
Depreciation and amortization | 348,000 | 1,062,000 | 10,060,000 |
Pre-opening costs | 48,000 | 166,000 | 1,905,000 |
Interest expense | 6,000 | 125,000 | 1,406,000 |
Net (loss) income | $ 5,348,000 | $ 635,000 | (121,494,000) |
BurgerFi | |||
Segment Reporting Information [Line Items] | |||
Revenue | 46,448,000 | ||
Capital expenditures | 10,348,000 | ||
Depreciation and amortization | 8,694,000 | ||
Pre-opening costs | 1,905,000 | ||
Interest expense | 673,000 | ||
Net (loss) income | (121,352,000) | ||
Anthony's | |||
Segment Reporting Information [Line Items] | |||
Revenue | 22,419,000 | ||
Capital expenditures | 317,000 | ||
Depreciation and amortization | 1,366,000 | ||
Pre-opening costs | 0 | ||
Interest expense | 733,000 | ||
Net (loss) income | $ (142,000) |
Segment Information - Assets by
Segment Information - Assets by Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Total assets: | $ 317,719 | $ 289,116 |
BurgerFi | ||
Segment Reporting Information [Line Items] | ||
Total assets: | 161,675 | $ 289,116 |
Anthony's | ||
Segment Reporting Information [Line Items] | ||
Total assets: | $ 156,044 |