Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 12, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
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 | 200 West Cypress Creek Rd., | |
Entity Address, Address Line Two | Suite 220 | |
Entity Address, City or Town | Fort Lauderdale | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33309 | |
City Area Code | (561) | |
Local Phone Number | 844-5528 | |
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 | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 22,235,703 | |
Entity Central Index Key | 0001723580 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
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 $11.50 per share | |
Trading Symbol | BFIIW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash | $ 13,323 | $ 14,889 |
Accounts receivable, net | 1,407 | 1,689 |
Inventory | 1,436 | 1,387 |
Asset held for sale | 732 | 732 |
Other current assets | 1,932 | 2,526 |
TOTAL CURRENT ASSETS | 18,830 | 21,223 |
PROPERTY & EQUIPMENT, net | 27,949 | 29,035 |
OPERATING RIGHT-OF-USE ASSET, net | 55,918 | |
GOODWILL | 98,218 | 98,000 |
INTANGIBLE ASSETS, net | 166,601 | 168,723 |
OTHER ASSETS | 751 | 738 |
TOTAL ASSETS | 368,267 | 317,719 |
CURRENT LIABILITIES | ||
Accounts payable - trade and other | 7,859 | 7,841 |
Accrued expenses | 6,894 | 5,302 |
Short-term operating lease liability | 9,562 | |
Other current liabilities | 7,391 | 7,856 |
Short-term borrowings, including finance leases | 3,471 | 3,331 |
TOTAL CURRENT LIABILITIES | 35,177 | 24,330 |
NON-CURRENT LIABILITIES | ||
Long-term borrowings, including finance leases | 56,496 | 56,797 |
Redeemable preferred stock, $0.0001 par value, 10,000,000 shares authorized, 2,120,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021, $53 million principal redemption value | 48,470 | 47,525 |
Long-term operating lease liability | 46,834 | |
Related party note | 8,852 | 8,724 |
Warrant liability | 3,240 | 2,706 |
Other non-current liabilities | 1,849 | 3,009 |
Deferred income taxes | 1,243 | 1,353 |
TOTAL LIABILITIES | 202,161 | 144,444 |
STOCKHOLDERS' EQUITY | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized, 22,042,583 and 21,303,500 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 2 | 2 |
Additional paid-in capital | 303,383 | 296,992 |
Accumulated deficit | (137,279) | (123,719) |
TOTAL STOCKHOLDERS' EQUITY | 166,106 | 173,275 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 368,267 | $ 317,719 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized | 10,000,000 | |
Preferred stock, shares issued | 2,120,000 | 2,120,000 |
Preferred stock, shares outstanding | 2,120,000 | 2,120,000 |
Preferred stock, redemption value | $ 53,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | |
Common stock, shares authorized | 100,000,000 | |
Common stock, shares issued | 22,042,583 | 21,303,500 |
Common stock, shares outstanding | 22,042,583 | 21,303,500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
REVENUE | ||
Restaurant sales | $ 42,359 | $ 8,396 |
TOTAL REVENUE | 44,933 | 10,930 |
Restaurant level operating expenses: | ||
Food, beverage and paper costs | 12,301 | 2,422 |
Labor and related expenses | 12,582 | 2,201 |
Other operating expenses | 7,860 | 1,737 |
Occupancy and related expenses | 3,834 | 773 |
General and administrative expenses | 6,029 | 2,976 |
Depreciation and amortization expense | 4,444 | 2,108 |
Share-based compensation expense | 7,376 | 522 |
Brand development and co-op advertising expense | 553 | 722 |
Store closure costs | 514 | 0 |
Pre-opening costs | 474 | 126 |
TOTAL OPERATING EXPENSES | 55,967 | 13,587 |
OPERATING LOSS | (11,034) | (2,657) |
Interest expense | (2,071) | (8) |
Loss on change in value of warrant liability | (534) | (4,946) |
Other (loss) income | (33) | 114 |
Loss before income taxes | (13,672) | (7,497) |
Income tax benefit (expense) | 112 | (713) |
Net Loss | $ (13,560) | $ (8,210) |
Weighted average common shares outstanding: | ||
Basic (in shares) | 21,962,165 | 17,814,336 |
Diluted (in shares) | 21,962,165 | 17,814,336 |
Net (loss) income per common share: | ||
Basic (in USD per share) | $ (0.62) | $ (0.46) |
Diluted (in USD per share) | $ (0.62) | $ (0.46) |
Royalty and other fees | ||
REVENUE | ||
Revenues | $ 2,103 | $ 2,023 |
Royalty - brand development and co-op | ||
REVENUE | ||
Revenues | $ 471 | $ 511 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders'/Members' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 17,541,838 | |||
Balance at beginning of period at Dec. 31, 2020 | $ 259,075 | $ 2 | $ 261,298 | $ (2,225) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share-based compensation | 447 | 447 | ||
Shares issued for share-based compensation (in shares) | 5,000 | |||
Shares issued for shares-based compensation | 75 | 75 | ||
Exchange of UPO units (in shares) | 283,669 | |||
Net loss | (8,210) | (8,210) | ||
Balance at end of period (in shares) at Mar. 31, 2021 | 17,830,507 | |||
Balance at end of period at Mar. 31, 2021 | 251,387 | $ 2 | 261,820 | (10,435) |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 21,303,500 | |||
Balance at beginning of period at Dec. 31, 2021 | 173,275 | $ 2 | 296,992 | (123,719) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share-based compensation | 3,566 | 3,566 | ||
Shares issued for share-based compensation (in shares) | 727,162 | |||
Shares issued for shares-based compensation | 3,810 | 3,810 | ||
Net loss | (13,560) | (13,560) | ||
Stock issued in acquisition of Anthony's (in shares) | 123,131 | |||
Shares withheld for taxes (in shares) | (111,210) | |||
Shares withheld for taxes | (985) | (985) | ||
Balance at end of period (in shares) at Mar. 31, 2022 | 22,042,583 | |||
Balance at end of period at Mar. 31, 2022 | $ 166,106 | $ 2 | $ 303,383 | $ (137,279) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES | ||
Net loss | $ (13,560) | $ (8,210) |
Adjustments to reconcile net loss to net cash provided by operating activities | ||
Provision for bad debts | 32 | 38 |
Depreciation and amortization | 4,444 | 2,108 |
Gain on extinguishment of debt | 0 | (114) |
Deferred income taxes | (112) | 713 |
Share-based compensation expense | 7,376 | 522 |
Forfeited franchise deposits | (77) | (40) |
Loss on change in value of warrant liability | 534 | 4,946 |
Gain (Loss) on Disposition of Assets | 312 | 0 |
Non-cash lease cost | 478 | |
Other non-cash interest | 1,090 | 0 |
Changes in operating assets and liabilities | ||
Accounts receivable | 209 | (15) |
Inventory | (48) | 36 |
Other assets | 580 | 119 |
Accounts payable - trade | (63) | 1,008 |
Accrued expenses and other current liabilities | 1,566 | (261) |
Deferred franchise fees | 68 | 45 |
Other long-term liabilities | (968) | 131 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 1,861 | 1,026 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (693) | (1,564) |
Trademark cost | 0 | (22) |
Advances to related companies | 0 | (23) |
NET CASH USED IN INVESTING ACTIVITIES | (693) | (1,609) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Payments on borrowings | (1,713) | (3,022) |
Repayments of finance leases | (36) | |
Tax payments for restricted stock upon vesting | (985) | 0 |
NET CASH USED IN FINANCING ACTIVITIES | (2,734) | (3,022) |
NET DECREASE IN CASH | (1,566) | (3,605) |
CASH, beginning of period | 14,889 | 40,383 |
CASH, end of period | 13,323 | $ 36,778 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | 728 | |
ROU assets obtained in the exchange for lease liabilities: | ||
Finance leases | 855 | |
Operating leases | $ 421 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
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 ( “BurgerFi,” or the “Company,” 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. On November 3, 2021, the Company acquired (the "Anthony's acquisition" ) 100% of the outstanding shares of Hot Air, Inc. ( "Hot Air" ). Hot Air, through its subsidiaries, owns the business of operating upscale casual dining restaurants in the specialty pizza and wings segment under the name "Anthony's Coal Fired Pizza & Wings" ( "Anthony's" ). As of March 31, 2022, the Company has 185 franchised and corporate-owned restaurants of the two following brands: BurgerFi . BurgerFi is a fast-casual “better burger” concept with 124 franchised and corporate-owned restaurants as of March 31, 2022, 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 March 31, 2022. 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 condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States ( “U.S. GAAP” ) for interim financial information and with the instructions for Form 10-Q and Rule 8-03 of Regulation S-X. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in the annual audited consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying consolidated balance sheet as of December 31, 2021 is derived from the C om pany’s audited financial statements as of that date. Because certain information and footnote disclosures have been condensed or omitted, these consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2021 contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”). 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 period ended March 31, 2022 and 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. 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 brand development fund fees, and other fees as stated in the franchise agreement. Store activity for the period ended March 31, 2022 and the year ended December 31, 2021 are as follows: March 31, 2022 December 31, 2021 Corporate-owned Franchised Total Corporate-owned Franchised Total Total BurgerFi and Anthony's 88 97 185 86 93 179 BurgerFi stores, beginning of the period 25 93 118 17 102 119 BurgerFi stores opened 3 3 6 10 6 16 BurgerFi stores transferred/sold (1) 1 — (1) 1 — BurgerFi stores closed — — — (1) (16) (17) BurgerFi total stores, end of the period 27 97 124 25 93 118 Anthony's stores, beginning of period / acquired 61 — 61 61 — 61 Anthony's total stores, end of the period 61 — 61 61 — 61 End of quarter and end of year store totals included 1 international store at March 31, 2022 and December 31, 2021. Net Loss per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. 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) 1,943,675 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. Reconciliation of Net Loss per Common Share Basic and diluted net loss per common share is calculated as follows: (in thousands, except for per share data) Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Net loss attributable to common shareholders $ (13,560) $ (8,210) Weighted-average shares outstanding, basic and diluted 21,962,165 17,814,336 Basic and diluted net loss per common share $ (0.62) $ (0.46) For the three months ended March 31, 2022, there were no dilutive warrants. Excluded from the weighted-average shares outstanding for the three months ended March 31, 2021 are share equivalents of 3,004,030 and Unit Purchase Option ( "UPO" ) units of 37,687, respectively, as the effect of these on the computation of net loss per share would have been anti-dilutive. New Accounting Standards Adopted In February 2016, the Financial Accounting Standards Board (the “FASB” ) issued ASU 2016-02, Leases (Topic 842) ( “ASU 2016-02” ), 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 are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company elected the package of practical expedients permitted under the new guidance, which includes allowing the Company to continue utilizing historical classification of leases. The Company adopted the requirements of the new standard as of the first day of fiscal year 2022 using the modified retrospective approach without restating comparative periods. New Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08 Business Combinations ( "Topic 805" ) to provide guidance that 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. In March 2020, the FASB issued ASU 2020-04 Reference Rate Reform ( “Topic 848” ) to provide optional guidance for a limited period of time, from March 12, 2020 through December 31, 2022, to ease the burden of financial reporting due to reference rate reform. An entity can elect to utilize the guidance at any time during the period. The Company is currently evaluating the effect this guidance will have on the consolidated financial statements and related disclosures. |
Property & Equipment
Property & Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property & Equipment | Property & Equipment Property and equipment consisted of the following: (in thousands) March 31, 2022 December 31, 2021 Leasehold improvements $ 19,546 $ 19,900 Kitchen equipment and other equipment 8,551 7,810 Computers and office equipment 1,351 1,425 Furniture and fixtures 2,611 2,340 Vehicles 88 88 Financing equipment lease assets 803 — 32,950 31,563 Less: Accumulated depreciation and amortization (5,001) (2,528) Property and equipment – net $ 27,949 $ 29,035 Depreciation expense for the three months ended March 31, 2022 and 2021 was $2.3 million and $0.3 million, respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible AssetsThe following is a summary of the components of intangible assets and the related amortization expense: March 31, 2022 December 31, 2021 (in thousands) Amount Accumulated Amortization Net Carrying Value Amount Accumulated Amortization Net Carrying Value Franchise agreements $ 24,839 $ 4,583 $ 20,256 $ 24,839 $ 3,696 $ 21,143 Trade names / trademarks 143,750 4,418 139,332 143,750 3,220 140,530 Liquor license 6,678 — 6,678 6,678 — 6,678 License agreement 1,177 960 217 1,176 925 251 VegeFi product 135 17 118 135 14 121 $ 176,579 $ 9,978 $ 166,601 $ 176,578 $ 7,855 $ 168,723 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. Intangible asset amortization expense for the three months ended March 31, 2022 and 2021 was $2.1 million and $1.8 million, respectively. The estimated aggregate amortization expense for intangible assets over the next five years ending December 31 and thereafter is as follows: (in thousands) Remainder of 2022 $ 6,368 2023 8,467 2024 8,353 2025 8,353 2026 8,353 Thereafter 120,029 Total $ 159,923 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions On November 3, 2021, the Company acquired 100% of the outstanding common shares and voting interests of Hot Air. The allocation of the excess purchase price was based upon preliminary estimates and assumptions and is subject to revision when the Company receives final information. Accordingly, the measurement period for such purchase price allocations will end when the information, or the facts and circumstances, become available, but will not exceed twelve months from the date of acquisition. For the three months ended March 31, 2021, unaudited proforma revenue and net loss was $28.7 million and $3.4 million, respectively. The following table represents changes to goodwill from the initial purchase price allocation as of December 31, 2021: (in thousands) Goodwill as of December 31, 2021 $ 80,495 Adjustments 218 Goodwill as of March 31, 2022 $ 80,713 Adjustments to goodwill since December 31, 2021 were made to reflect the facts and circumstances in existence as of the date of closing of the Anthony's acquisition (the "Anthony's Closing Date" ) and include updates to estimates of provisional amounts recorded for certain accruals and receivables as of the Anthony's Closing Date. The accounting for the Anthony's |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company is affiliated with various entities through common control and ownership. The accompanying condensed consolidated balance sheets reflect amounts related to periodic advances between the Company and these entities for working capital and other needs as due from related companies or due to related companies, as appropriate. The amounts due from related companies are not expected to be repaid within one year and accordingly, are classified as non-current assets in the accompanying consolidated balance sheets. These advances are unsecured and non-interest bearing. There were no amounts due from or due to related companies as of March 31, 2022 and December 31, 2021. For the three months ended March 31, 2022 and 2021, the Company received royalty revenue from franchisees related to a significant stockholder totaling approximately $0.1 million and $0.1 million, respectively. The Company leases building space for its corporate office from an entity under common ownership with a significant stockholder. This lease had a 36-month term, effective January 1, 2020. For each of the three months ended March 31, 2022 and 2021, rent expense was approximately $0.1 million. In January 2022, we exercised our right to terminate this 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 of the Board. 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 three months ended March 31, 2022 and 2021 was $8,000 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. Further, effective January 3, 2022, the Consultant Principal was granted 37,959 unrestricted shares of common stock of the Company, and the Company recorded share based compensation of approximately $0.2 million during the three months ended March 31, 2022 for this award. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases The Company has entered into various leases. For the three months ended March 31, 2022 and 2021, rent expense was approximately $3.8 million, and $0.8 million, respectively. These lease agreements expire on various dates through 2033 and have renewal options. Refer to Note 13 Leases. 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. 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 March 31, 2022 and December 31, 2021. 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 stockholders. Mr. Gilbert sought an amendment to the bylaws, as well as attorney’ fees and costs. On March 23, 2022, BurgerFi made conforming amendments to its bylaws to remove the provision restricting written consents by the stockholders. On March 24, 2022, Mr. Gilbert filed and the Court entered an order voluntarily dismissing the action as moot and retaining jurisdiction to determine Mr. Gilbert’s application for award of attorney’s fees and expenses. At this 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 or range 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 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 since 2016, and management does not expect any further action by Shree regarding this matter. 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. Mr. Winograd 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. Mr. Winograd filed an amended complaint on August 31, 2021, which BurgerFi answered on September 30, 2021. In December 2021, Mr. Winograd filed a motion for summary judgment, which the Court denied on February 8, 2022. During March and April of 2022, Mr. Winograd deposed several witnesses. The matter is currently set for trial during the latter part of 2022. 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 March 31, 2022 ; 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. (Supreme Court of the State of New York County of New York, 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 stockholder of the Company ( "Lion Point" ), alleging that the Company failed to timely register Lion Point’s shares in violation of the registration rights agreement to which Lion Point is a party, which allegedly resulted in losses in excess of $26 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 registering Lion Point's shares. 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 March 31, 2022 ; 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. (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 statement. 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 March 31, 2022 ; 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 (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 BurgerFi 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 filed suit against BurgerFi claiming, in addition to other matters, that no further monies are owed under the asset purchase agreement and alleges that BurgerFi is responsible for one of Gargiulo’s failed franchises in Sunny Isles, Florida, losses he has allegedly sustained at his Dania Beach location, as well as reimbursement of expenses in connection with his marketing company. Mr. Gargiulo seeks damages in excess of $2 million in the aggregate. The parties attended mediation on January 20, 2022, but it ended in an impasse. Mr. Gargiulo amended his complaint in April 2022, which, among other matters, amended the defendant parties. 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 cases described above, therefore, no contingent liability has been recorded as of March 31, 2022 ; 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. A final hearing is scheduled to take place in May 2022. 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 | 3 Months Ended |
Mar. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Redeemable Preferred Stock | Redeemable Preferred StockDuring the three months ended March 31, 2022, the Company recorded non-cash interest expense on the redeemable preferred stock in the amount of $0.9 million which represents the accretion of the preferred stock to its estimated redemption value. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt (in thousands) March 31, 2022 December 31, 2021 Term loan $ 56,948 $ 57,761 Related party note 10,000 10,000 Revolving line of credit 2,500 2,500 Notes payable 687 706 Other notes payable, no recourse to the general credit of the Company 168 168 Finance lease liability 819 — Total Debt $ 71,122 $ 71,135 Less: Unamortized debt discount to related party note (1,148) (1,276) Less: Unamortized debt issuance costs (1,155) (1,007) Total Debt, net 68,819 68,852 Less: Short-term borrowings, including finance leases (3,471) (3,331) Total Long-term borrowings, including finance leases and related party note $ 65,348 $ 65,521 Credit Agreement The Company has a credit agreement with a syndicate of commercial banks that provides up to $71.8 million in financing ( “Credit Agreement” ). 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 stockholder. 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. The loan and revolving line of credit are secured by substantially all of the Company’s assets and incurs cash interest on outstanding amounts at 4.75% per annum through June 15, 2023 and 6.75% from June 16, 2023 through maturity. Pursuant to the terms of an amendment to the Credit Agreement effective as of March 9, 2022, certain of the covenants of the Credit Agreement were amended, and the Company, together with the other borrower and the guarantors party to the Credit Agreement, 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 three months ended March 31, 2022, the Company recorded $0.2 million as amortization of the debt discount which is included within interest expense in the accompanying consolidated statements of operations. Interest expense for the three months ended March 31, 2022 and 2021 was $2.1 million and $8,000, respectively. Included within interest expense for the three months ended March 31, 2022 is amortization of debt issuance costs in the amount of $0.2 million and the amortization of related party note debt discount in the amount of $0.1 million. Additionally, included within interest expense for the three months ended March 31, 2022 is non-cash interest expense on the redeemable preferred stock in the amount of $0.9 million. Interest expense for the three months ended March 31, 2021 represents interest on notes payable. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company is subject to federal and state income taxes in the United States. The Company’s tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items arising in that quarter, unless a reliable estimate of ordinary income or the related tax expense or benefit cannot be made. In each quarter, the Company updates its estimate of the annual effective tax rate, and if its estimated annual tax rate changes, the Company makes a cumulative adjustment in that quarter. For the three months ended March 31, 2022, the Company concluded that it was in a cumulative loss and maintained the valuation allowance. For the three months ended March 31, 2022 and 2021, the Company's effective income tax rate was 0.8% and 9.5%, respectively, differing from the U.S. corporate statutory federal income tax rate of 21%, and the difference is primarily the result of the valuation allowance applied to reduce the Company’s deferred tax assets to the amount that is more likely than not to be realized. As of March 31, 2022 the Company had unrecognized tax benefits of $0.7 million. The tax returns for years 2018-2022 may be selected for examination by taxing authorities. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and December 31, 2021, there were 22,042,583 shares and 21,303,500 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. As of March 31, 2022 and December 31, 2021, there were 2,120,000 shares of preferred stock outstanding. See Note 7 Redeemable Preferred Stock. Warrants and Options As of March 31, 2022, 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. 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 condensed consolidated statements of operations. The liability classified warrants were priced using a Dynamic Black Scholes model. This process relies upon inputs such as shares outstanding, estimated stock prices, strike price, risk free interest rate and volatility assumptions. The warrant liability was $3.2 million and $2.7 million at March 31, 2022 and December 31, 2021, respectively. The loss on change in value of warrant liability for the three months ended March 31, 2022 and 2021 was $0.5 million, and $4.9 million, respectively, and is recognized in the accompanying condensed consolidated statement of operations. The following is an analysis of changes in the warrant liability for the three months ended March 31, 2022: (in thousands) Level 3 (Black Scholes) Liability at December 31, 2021 $ 2,706 Loss during the three months ended March 31, 2022 534 Liability at March 31, 2022 $ 3,240 The fair value of the warrants are determined using the publicly-traded price of our common stock on the valuation dates of $4.17 on March 31, 2022 and $5.67 on December 31, 2021. Share-Based Compensation The Company has the ability to grant stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and performance compensation awards to current or prospective employees, directors, officers, consultants or advisors under the Company’s 2020 Omnibus Equity Incentive Plan (the “Plan” ). 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 March 31, 2022 and December 31, 2021, there were approximately 410,000 and 35,000 shares of common stock available for future grants under the Plan, respectively. Restricted Stock Unit Awards The following table summarizes activity of restricted stock units during the three months ended March 31, 2022: Number of Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested at December 31, 2021 1,783,698 $ 14.18 Granted 377,847 3.34 Vested (83,750) 13.30 Forfeited (142,120) 9.04 Non-vested at March 31, 2022 1,935,675 $ 13.07 Share-based compensation recognized during three months ended March 31, 2022 was approximately $7.4 million, inclusive of restricted stock unit grants of $3.6 million and stock grants of $3.8 million. Share-based compensation recognized for financial reporting purposes during the three months ended March 31, 2021 was $0.5 million, comprised of restricted stock unit grants. As of March 31, 2022, there was approximately $16.6 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 2.96 years. The unrecognized portion of share-based compensation for unvested market condition restricted stock units (included in above) is approximately $1.3 million over 1.5 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. Certain goals were achieved and probable as of March 31, 2022. Accordingly, the Company recognized share-based compensation expense of approximately $2.9 million in relation to these awards during the three months ended March 31, 2022. 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. During the three months ended March 31, 2022, the Company modified the terms related to certain service, performance, and market condition awards that the Compensation Committee previously approved. As a result of this modification, the Company recorded additional share-based compensation of $0.4 million during the three months ended March 31, 2022 for these modifications. The input variables are noted in the table below: 2022 2021 Risk-free interest rate 0.4% to 1.2% 1.0 % Expected life in years 0.6 to 3.2 3.0 Expected volatility 65.9 % 65.9 % Expected dividend yield * — % — % * The Monte Carlo method assumes a reinvestment of dividends. Share-based compensation expense is recorded ratably for market condition awards during the requisite service period and is not reversed, except for forfeitures, at the vesting date regardless of whether the market condition is met. During the three months ended March 31, 2022 and 2021, $0.4 million and $0.2 million, 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 three months ended March 31, 2022 and 2021, $0.5 million and $0.2 million, respectively, was recognized ratably as share-based compensation expense for the service condition awards. The following table summarizes activity of the restricted stock units during the three months ended March 31, 2022: 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, 2021 1,251,698 $ 15.15 252,000 $ 15.79 280,000 $ 8.42 Granted 132,000 5.41 115,847 6.26 130,000 1.84 Vested (8,750) 10.66 (60,000) 15.78 (15,000) 4.96 Forfeited (97,120) 14.32 — — (45,000) 3.34 Non-vested at March 31, 2022 1,277,828 $ 14.23 307,847 $ 14.27 350,000 $ 7.75 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and December 31, 2021. Items Measured at Fair Value at March 31, 2022 (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 $ — $ 48,470 $ — Related party note — 8,852 — Warrant liability — — 3,240 Total $ — $ 57,322 $ 3,240 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 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 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 was determined using the publicly-traded price of our common stock on the valuation dates of $4.17 on March 31, 2022 and $5.67 on December 31, 2021 and was 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 $0.90 and $0.75 on March 31, 2022 and December 31, 2021, respectively. The input variables for the Black-Scholes are noted in the table below: 2022 2021 Risk-free interest rate 2.41 % 1.11 % Expected life in years 3.72 4 Expected volatility 62.1 % 41.8 % Expected dividend yield — % — % 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 | 3 Months Ended |
Mar. 31, 2022 | |
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 three months ended March 31, 2022, 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, and Anthony's. The following tables present revenue, capital expenditures, depreciation and amortization, pre-opening costs, interest expense, and net loss by segment: (in thousands) Three Months Ended March 31, 2022 Revenue: BurgerFi $ 12,396 Anthony's 32,537 Total $ 44,933 Capital expenditures: BurgerFi $ 368 Anthony's 325 Total $ 693 Depreciation and amortization: BurgerFi $ 2,507 Anthony's 1,937 Total $ 4,444 Pre-opening costs: BurgerFi $ 474 Anthony's — Total $ 474 Interest expense: BurgerFi $ 965 Anthony's 1,106 Total $ 2,071 Net loss: BurgerFi $ (12,960) Anthony's (600) Total $ (13,560) Total assets by segment are as follows: (in thousands) March 31, 2022 December 31, 2021 Total assets: BurgerFi $ 173,834 $ 161,675 Anthony's 194,433 156,044 Total $ 368,267 $ 317,719 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases On January 1, 2022, we adopted ASU 2016-02 . Results for reporting periods beginning on or after January 1, 2022 are presented under Accounting Standards Codification Topic 842 ( "ASC 842" ). Prior period amounts were not revised and continue to be reported in accordance with ASC Topic 840, the accounting standard then in effect. Upon transition, on January 1, 2022, we recorded the following increases (decreases) to the respective line items on the Condensed Consolidated Balance Sheet: (in thousands) Adjustment as of January 1, 2022 Prepaid expenses $ (773) Operating right-of-use asset, net 57,385 Finance right-of-use asset, net 855 Deferred rent (900) Short-term operating lease liability 9,457 Short-term finance lease liability 143 Long-term operating lease liability 49,149 Long-term finance lease liability 712 The Company currently leases all of its corporate-owned restaurants, corporate offices, and certain equipment. The Company evaluates contracts entered into to determine whether the contract involves the use of property or equipment and evaluates whether it controls the use of the asset, which is determined by assessing whether all economic benefits from the use of the asset is obtained, and whether the Company has the right to direct the use of the asset. Once the Company has identified a lease, the lease is accounted for under the requirements of ASC 842. Upon the possession of a leased asset, the Company determines its classification as an operating or finance lease. The Company's real estate leases are classified as operating leases, and the Company's equipment leases are classified as finance leases. Generally, the real estate leases have initial terms ranging from 10 years to 15 years and typically include two five-year renewal options. Renewal options are generally not recognized as part of the right-of-use assets and lease liabilities as it is not reasonably certain at commencement date that the Company would exercise the options to extend the lease. The real estate leases typically provide for fixed minimum rent payments or variable rent payments based on a percentage of monthly sales or annual changes to the Consumer Price Index. Fixed minimum rent payments are recognized on a straight-line basis over the lease term from the date the Company takes possession of the leased property. Lease expense incurred before a corporate-owned store opens is recorded in pre-opening costs in the Condensed Consolidated Statements of Operations. Once a corporate-owned store opens, the straight-line lease expense is recorded in occupancy and related expenses in the Condensed Consolidated Statements of Operations. Many of the leases also require the Company to pay real estate taxes, common area maintenance costs and other occupancy costs which are included in occupancy and related expenses in the Condensed Consolidated Statements of Operations. A summary of finance and operating lease right-of-use assets and liabilities as of March 31, 2022 is as follows: (in thousands) Classification March 31, 2022 Operating leases Operating right-of-use asset, net $ 55,918 Finance leases Property & equipment, net 803 Total right-of-use assets $ 56,721 Operating leases: Short-term operating lease liability $ 9,562 Long-term operating lease liability 46,834 Finance leases: Short-term borrowings, including finance leases 139 Long-term borrowings, including finance leases 680 Total lease liabilities $ 57,215 The components of lease expense for the three months ended March 31, 2022 is as follows: (in thousands) Classification March 31, 2022 Operating lease cost Occupancy and related expenses $ 3,251 Finance lease cost: Amortization of right-of-use assets Depreciation and amortization expense 52 Interest on lease liabilities Interest expense 12 Less: Sublease income Occupancy and related expenses (47) Total lease cost $ 3,268 The maturity of the Company's operating and finance lease liabilities as of March 31, 2022 is as follows: (in thousands) Operating Leases Finance Leases 04/01/2022 - 12/31/2022 $ 9,632 $ 141 01/01/2023 - 12/31/2023 12,609 160 01/01/2024 - 12/31/2024 10,879 144 01/01/2025 - 12/31/2025 9,375 130 01/01/2026 - 12/31/2026 7,560 120 Thereafter 22,247 295 Total undiscounted lease payments 72,302 990 Less: present value adjustment 15,972 171 Total net lease liabilities $ 56,330 $ 819 As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company gives consideration to its recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating its incremental borrowing rates . A summary of lease terms and discount rates for finance and operating leases is as follows: Three Months Ended March 31, 2022 Weighted-average remaining lease term Operating leases 6.6 years Finance leases 6.6 years Weighted-average discount rate Operating leases 6.0 % Finance leases 6.0 % |
Leases | Leases On January 1, 2022, we adopted ASU 2016-02 . Results for reporting periods beginning on or after January 1, 2022 are presented under Accounting Standards Codification Topic 842 ( "ASC 842" ). Prior period amounts were not revised and continue to be reported in accordance with ASC Topic 840, the accounting standard then in effect. Upon transition, on January 1, 2022, we recorded the following increases (decreases) to the respective line items on the Condensed Consolidated Balance Sheet: (in thousands) Adjustment as of January 1, 2022 Prepaid expenses $ (773) Operating right-of-use asset, net 57,385 Finance right-of-use asset, net 855 Deferred rent (900) Short-term operating lease liability 9,457 Short-term finance lease liability 143 Long-term operating lease liability 49,149 Long-term finance lease liability 712 The Company currently leases all of its corporate-owned restaurants, corporate offices, and certain equipment. The Company evaluates contracts entered into to determine whether the contract involves the use of property or equipment and evaluates whether it controls the use of the asset, which is determined by assessing whether all economic benefits from the use of the asset is obtained, and whether the Company has the right to direct the use of the asset. Once the Company has identified a lease, the lease is accounted for under the requirements of ASC 842. Upon the possession of a leased asset, the Company determines its classification as an operating or finance lease. The Company's real estate leases are classified as operating leases, and the Company's equipment leases are classified as finance leases. Generally, the real estate leases have initial terms ranging from 10 years to 15 years and typically include two five-year renewal options. Renewal options are generally not recognized as part of the right-of-use assets and lease liabilities as it is not reasonably certain at commencement date that the Company would exercise the options to extend the lease. The real estate leases typically provide for fixed minimum rent payments or variable rent payments based on a percentage of monthly sales or annual changes to the Consumer Price Index. Fixed minimum rent payments are recognized on a straight-line basis over the lease term from the date the Company takes possession of the leased property. Lease expense incurred before a corporate-owned store opens is recorded in pre-opening costs in the Condensed Consolidated Statements of Operations. Once a corporate-owned store opens, the straight-line lease expense is recorded in occupancy and related expenses in the Condensed Consolidated Statements of Operations. Many of the leases also require the Company to pay real estate taxes, common area maintenance costs and other occupancy costs which are included in occupancy and related expenses in the Condensed Consolidated Statements of Operations. A summary of finance and operating lease right-of-use assets and liabilities as of March 31, 2022 is as follows: (in thousands) Classification March 31, 2022 Operating leases Operating right-of-use asset, net $ 55,918 Finance leases Property & equipment, net 803 Total right-of-use assets $ 56,721 Operating leases: Short-term operating lease liability $ 9,562 Long-term operating lease liability 46,834 Finance leases: Short-term borrowings, including finance leases 139 Long-term borrowings, including finance leases 680 Total lease liabilities $ 57,215 The components of lease expense for the three months ended March 31, 2022 is as follows: (in thousands) Classification March 31, 2022 Operating lease cost Occupancy and related expenses $ 3,251 Finance lease cost: Amortization of right-of-use assets Depreciation and amortization expense 52 Interest on lease liabilities Interest expense 12 Less: Sublease income Occupancy and related expenses (47) Total lease cost $ 3,268 The maturity of the Company's operating and finance lease liabilities as of March 31, 2022 is as follows: (in thousands) Operating Leases Finance Leases 04/01/2022 - 12/31/2022 $ 9,632 $ 141 01/01/2023 - 12/31/2023 12,609 160 01/01/2024 - 12/31/2024 10,879 144 01/01/2025 - 12/31/2025 9,375 130 01/01/2026 - 12/31/2026 7,560 120 Thereafter 22,247 295 Total undiscounted lease payments 72,302 990 Less: present value adjustment 15,972 171 Total net lease liabilities $ 56,330 $ 819 As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company gives consideration to its recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating its incremental borrowing rates . A summary of lease terms and discount rates for finance and operating leases is as follows: Three Months Ended March 31, 2022 Weighted-average remaining lease term Operating leases 6.6 years Finance leases 6.6 years Weighted-average discount rate Operating leases 6.0 % Finance leases 6.0 % |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States ( “U.S. GAAP” ) for interim financial information and with the instructions for Form 10-Q and Rule 8-03 of Regulation S-X. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in the annual audited consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying consolidated balance sheet as of December 31, 2021 is derived from the C om pany’s audited financial statements as of that date. Because certain information and footnote disclosures have been condensed or omitted, these consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2021 contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”). 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 period ended March 31, 2022 and 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. |
Net (Loss) Income per Common Share | Net Loss per Common ShareNet loss per common share is computed by dividing net loss 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) 1,943,675 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. |
Reconciliation of Net (Loss) Income Per Common Share | Reconciliation of Net Loss per Common Share Basic and diluted net loss per common share is calculated as follows: (in thousands, except for per share data) Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Net loss attributable to common shareholders $ (13,560) $ (8,210) Weighted-average shares outstanding, basic and diluted 21,962,165 17,814,336 Basic and diluted net loss per common share $ (0.62) $ (0.46) For the three months ended March 31, 2022, there were no dilutive warrants. Excluded from the weighted-average shares outstanding for the three months ended March 31, 2021 are share equivalents of 3,004,030 and Unit Purchase Option ( "UPO" ) units of 37,687, respectively, as the effect of these on the computation of net loss per share would have been anti-dilutive. |
New Accounting Standards Adopted and New Accounting Pronouncements | New Accounting Standards Adopted In February 2016, the Financial Accounting Standards Board (the “FASB” ) issued ASU 2016-02, Leases (Topic 842) ( “ASU 2016-02” ), 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 are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company elected the package of practical expedients permitted under the new guidance, which includes allowing the Company to continue utilizing historical classification of leases. The Company adopted the requirements of the new standard as of the first day of fiscal year 2022 using the modified retrospective approach without restating comparative periods. New Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08 Business Combinations ( "Topic 805" ) to provide guidance that 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. In March 2020, the FASB issued ASU 2020-04 Reference Rate Reform ( “Topic 848” ) to provide optional guidance for a limited period of time, from March 12, 2020 through December 31, 2022, to ease the burden of financial reporting due to reference rate reform. An entity can elect to utilize the guidance at any time during the period. The Company is currently evaluating the effect this guidance will have on the consolidated financial statements and related disclosures. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Store Activity | Store activity for the period ended March 31, 2022 and the year ended December 31, 2021 are as follows: March 31, 2022 December 31, 2021 Corporate-owned Franchised Total Corporate-owned Franchised Total Total BurgerFi and Anthony's 88 97 185 86 93 179 BurgerFi stores, beginning of the period 25 93 118 17 102 119 BurgerFi stores opened 3 3 6 10 6 16 BurgerFi stores transferred/sold (1) 1 — (1) 1 — BurgerFi stores closed — — — (1) (16) (17) BurgerFi total stores, end of the period 27 97 124 25 93 118 Anthony's stores, beginning of period / acquired 61 — 61 61 — 61 Anthony's total stores, end of the period 61 — 61 61 — 61 |
Summary of Calculation of Basic and Diluted Income (Loss) Per Common Share | Basic and diluted net loss per common share is calculated as follows: (in thousands, except for per share data) Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Net loss attributable to common shareholders $ (13,560) $ (8,210) Weighted-average shares outstanding, basic and diluted 21,962,165 17,814,336 Basic and diluted net loss per common share $ (0.62) $ (0.46) |
Property & Equipment (Tables)
Property & Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following: (in thousands) March 31, 2022 December 31, 2021 Leasehold improvements $ 19,546 $ 19,900 Kitchen equipment and other equipment 8,551 7,810 Computers and office equipment 1,351 1,425 Furniture and fixtures 2,611 2,340 Vehicles 88 88 Financing equipment lease assets 803 — 32,950 31,563 Less: Accumulated depreciation and amortization (5,001) (2,528) Property and equipment – net $ 27,949 $ 29,035 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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: March 31, 2022 December 31, 2021 (in thousands) Amount Accumulated Amortization Net Carrying Value Amount Accumulated Amortization Net Carrying Value Franchise agreements $ 24,839 $ 4,583 $ 20,256 $ 24,839 $ 3,696 $ 21,143 Trade names / trademarks 143,750 4,418 139,332 143,750 3,220 140,530 Liquor license 6,678 — 6,678 6,678 — 6,678 License agreement 1,177 960 217 1,176 925 251 VegeFi product 135 17 118 135 14 121 $ 176,579 $ 9,978 $ 166,601 $ 176,578 $ 7,855 $ 168,723 |
Summary of Components of Related Amortization Expense | The estimated aggregate amortization expense for intangible assets over the next five years ending December 31 and thereafter is as follows: (in thousands) Remainder of 2022 $ 6,368 2023 8,467 2024 8,353 2025 8,353 2026 8,353 Thereafter 120,029 Total $ 159,923 |
Business Combinations and Asset
Business Combinations and Asset Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Goodwill | The following table represents changes to goodwill from the initial purchase price allocation as of December 31, 2021: (in thousands) Goodwill as of December 31, 2021 $ 80,495 Adjustments 218 Goodwill as of March 31, 2022 $ 80,713 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | (in thousands) March 31, 2022 December 31, 2021 Term loan $ 56,948 $ 57,761 Related party note 10,000 10,000 Revolving line of credit 2,500 2,500 Notes payable 687 706 Other notes payable, no recourse to the general credit of the Company 168 168 Finance lease liability 819 — Total Debt $ 71,122 $ 71,135 Less: Unamortized debt discount to related party note (1,148) (1,276) Less: Unamortized debt issuance costs (1,155) (1,007) Total Debt, net 68,819 68,852 Less: Short-term borrowings, including finance leases (3,471) (3,331) Total Long-term borrowings, including finance leases and related party note $ 65,348 $ 65,521 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following is an analysis of changes in the warrant liability for the three months ended March 31, 2022: (in thousands) Level 3 (Black Scholes) Liability at December 31, 2021 $ 2,706 Loss during the three months ended March 31, 2022 534 Liability at March 31, 2022 $ 3,240 |
Summary of Activity of Restricted Stock Units | The following table summarizes activity of restricted stock units during the three months ended March 31, 2022: Number of Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested at December 31, 2021 1,783,698 $ 14.18 Granted 377,847 3.34 Vested (83,750) 13.30 Forfeited (142,120) 9.04 Non-vested at March 31, 2022 1,935,675 $ 13.07 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, 2021 1,251,698 $ 15.15 252,000 $ 15.79 280,000 $ 8.42 Granted 132,000 5.41 115,847 6.26 130,000 1.84 Vested (8,750) 10.66 (60,000) 15.78 (15,000) 4.96 Forfeited (97,120) 14.32 — — (45,000) 3.34 Non-vested at March 31, 2022 1,277,828 $ 14.23 307,847 $ 14.27 350,000 $ 7.75 The input variables for the Black-Scholes are noted in the table below: 2022 2021 Risk-free interest rate 2.41 % 1.11 % Expected life in years 3.72 4 Expected volatility 62.1 % 41.8 % Expected dividend yield — % — % |
Share-based Payment Arrangement, Performance Shares, Valuation Assumptions | The input variables are noted in the table below: 2022 2021 Risk-free interest rate 0.4% to 1.2% 1.0 % Expected life in years 0.6 to 3.2 3.0 Expected volatility 65.9 % 65.9 % Expected dividend yield * — % — % * The Monte Carlo method assumes a reinvestment of dividends. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and December 31, 2021. Items Measured at Fair Value at March 31, 2022 (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 $ — $ 48,470 $ — Related party note — 8,852 — Warrant liability — — 3,240 Total $ — $ 57,322 $ 3,240 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 |
Input Variable for Black-Scholes Model | The following table summarizes activity of restricted stock units during the three months ended March 31, 2022: Number of Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested at December 31, 2021 1,783,698 $ 14.18 Granted 377,847 3.34 Vested (83,750) 13.30 Forfeited (142,120) 9.04 Non-vested at March 31, 2022 1,935,675 $ 13.07 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, 2021 1,251,698 $ 15.15 252,000 $ 15.79 280,000 $ 8.42 Granted 132,000 5.41 115,847 6.26 130,000 1.84 Vested (8,750) 10.66 (60,000) 15.78 (15,000) 4.96 Forfeited (97,120) 14.32 — — (45,000) 3.34 Non-vested at March 31, 2022 1,277,828 $ 14.23 307,847 $ 14.27 350,000 $ 7.75 The input variables for the Black-Scholes are noted in the table below: 2022 2021 Risk-free interest rate 2.41 % 1.11 % Expected life in years 3.72 4 Expected volatility 62.1 % 41.8 % Expected dividend yield — % — % |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 by segment: (in thousands) Three Months Ended March 31, 2022 Revenue: BurgerFi $ 12,396 Anthony's 32,537 Total $ 44,933 Capital expenditures: BurgerFi $ 368 Anthony's 325 Total $ 693 Depreciation and amortization: BurgerFi $ 2,507 Anthony's 1,937 Total $ 4,444 Pre-opening costs: BurgerFi $ 474 Anthony's — Total $ 474 Interest expense: BurgerFi $ 965 Anthony's 1,106 Total $ 2,071 Net loss: BurgerFi $ (12,960) Anthony's (600) Total $ (13,560) Total assets by segment are as follows: (in thousands) March 31, 2022 December 31, 2021 Total assets: BurgerFi $ 173,834 $ 161,675 Anthony's 194,433 156,044 Total $ 368,267 $ 317,719 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Assets And Liabilities, Lessee | Upon transition, on January 1, 2022, we recorded the following increases (decreases) to the respective line items on the Condensed Consolidated Balance Sheet: (in thousands) Adjustment as of January 1, 2022 Prepaid expenses $ (773) Operating right-of-use asset, net 57,385 Finance right-of-use asset, net 855 Deferred rent (900) Short-term operating lease liability 9,457 Short-term finance lease liability 143 Long-term operating lease liability 49,149 Long-term finance lease liability 712 Three Months Ended March 31, 2022 Weighted-average remaining lease term Operating leases 6.6 years Finance leases 6.6 years Weighted-average discount rate Operating leases 6.0 % Finance leases 6.0 % |
Lease, Cost | A summary of finance and operating lease right-of-use assets and liabilities as of March 31, 2022 is as follows: (in thousands) Classification March 31, 2022 Operating leases Operating right-of-use asset, net $ 55,918 Finance leases Property & equipment, net 803 Total right-of-use assets $ 56,721 Operating leases: Short-term operating lease liability $ 9,562 Long-term operating lease liability 46,834 Finance leases: Short-term borrowings, including finance leases 139 Long-term borrowings, including finance leases 680 Total lease liabilities $ 57,215 The components of lease expense for the three months ended March 31, 2022 is as follows: (in thousands) Classification March 31, 2022 Operating lease cost Occupancy and related expenses $ 3,251 Finance lease cost: Amortization of right-of-use assets Depreciation and amortization expense 52 Interest on lease liabilities Interest expense 12 Less: Sublease income Occupancy and related expenses (47) Total lease cost $ 3,268 |
Lessee, Operating Lease, Liability, Maturity | The maturity of the Company's operating and finance lease liabilities as of March 31, 2022 is as follows: (in thousands) Operating Leases Finance Leases 04/01/2022 - 12/31/2022 $ 9,632 $ 141 01/01/2023 - 12/31/2023 12,609 160 01/01/2024 - 12/31/2024 10,879 144 01/01/2025 - 12/31/2025 9,375 130 01/01/2026 - 12/31/2026 7,560 120 Thereafter 22,247 295 Total undiscounted lease payments 72,302 990 Less: present value adjustment 15,972 171 Total net lease liabilities $ 56,330 $ 819 |
Finance Lease, Liability, Fiscal Year Maturity | The maturity of the Company's operating and finance lease liabilities as of March 31, 2022 is as follows: (in thousands) Operating Leases Finance Leases 04/01/2022 - 12/31/2022 $ 9,632 $ 141 01/01/2023 - 12/31/2023 12,609 160 01/01/2024 - 12/31/2024 10,879 144 01/01/2025 - 12/31/2025 9,375 130 01/01/2026 - 12/31/2026 7,560 120 Thereafter 22,247 295 Total undiscounted lease payments 72,302 990 Less: present value adjustment 15,972 171 Total net lease liabilities $ 56,330 $ 819 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | ||||
Mar. 31, 2022Storebrandshares | Mar. 31, 2021shares | Dec. 31, 2021Store | Nov. 03, 2021 | Dec. 31, 2020Store | |
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||
Number of restaurants | Store | 185 | 179 | |||
Number of brands | brand | 2 | ||||
Incremental common shares attributable to dilutive effect of restricted stock grants and warrants (in shares) | 3,004,030 | ||||
Incremental common shares attributable to dilutive effect of unit purchase option (in shares) | 37,687 | ||||
Hot Air, Inc. | |||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||
Percentage of shares acquired | 100.00% | ||||
Public Warrants | |||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (in 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) | 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) | 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) | 1,943,675 | ||||
BurgerFi | |||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||
Number of restaurants | Store | 124 | 118 | 119 | ||
Anthony's | |||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||
Number of restaurants | Store | 61 | 61 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Summary of Store Activity (Details) - Store | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Store Activity [Roll Forward] | ||
Stores, beginning of year | 179 | |
Stores, end of year | 185 | |
BurgerFi | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 118 | 119 |
Stores opened / acquired during the year | 6 | 16 |
Stores transferred/sold to the Company | 0 | 0 |
Stores closed during the year | 0 | (17) |
Stores, end of year | 124 | 118 |
Anthony's | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 61 | |
Anthony's stores acquired | 61 | 61 |
Stores, end of year | 61 | 61 |
Corporate-owned | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 86 | |
Stores, end of year | 88 | |
Corporate-owned | BurgerFi | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 25 | 17 |
Stores opened / acquired during the year | 3 | 10 |
Stores transferred/sold to the Company | (1) | (1) |
Stores closed during the year | 0 | (1) |
Stores, end of year | 27 | 25 |
Corporate-owned | Anthony's | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 61 | |
Anthony's stores acquired | 61 | 61 |
Stores, end of year | 61 | 61 |
Franchised | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 93 | |
Stores, end of year | 97 | |
Franchised | BurgerFi | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 93 | 102 |
Stores opened / acquired during the year | 3 | 6 |
Stores transferred/sold to the Company | 1 | 1 |
Stores closed during the year | 0 | (16) |
Stores, end of year | 97 | 93 |
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 - Summary of Calculation of Basic and Diluted Income (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Reconciliation of Net Loss per Common Share | ||
Net loss attributable to common shareholders | $ (13,560) | $ (8,210) |
Weighted-average shares outstanding (in shares) | 21,962,165 | 17,814,336 |
Diluted weighted-average shares outstanding (in shares) | 21,962,165 | 17,814,336 |
Basic net (loss) income per common share (in dollars per share) | $ (0.62) | $ (0.46) |
Diluted net loss income per common share (in dollars per share) | $ (0.62) | $ (0.46) |
Property & Equipment - Summary
Property & Equipment - Summary of Property and Equipment (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Financing equipment lease assets | $ 803,000 | |
Property and equipment – gross | 32,950,000 | $ 31,563,000 |
Less: Accumulated depreciation and amortization | (5,001,000) | (2,528,000) |
Property and equipment – net | 27,949,000 | 29,035,000 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment – gross | 19,546,000 | 19,900,000 |
Kitchen equipment and other equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment – gross | 8,551,000 | 7,810,000 |
Computers and office equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment – gross | 1,351,000 | 1,425,000 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment – gross | 2,611,000 | 2,340,000 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment – gross | $ 88,000 | $ 88,000 |
Property & Equipment (Details)
Property & Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 2.3 | $ 0.3 |
Intangible Assets - Summary of
Intangible Assets - Summary of Components of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Finite Lived Intangible Assets [Line Items] | ||
Amount | $ 176,579 | $ 176,578 |
Accumulated Amortization | 9,978 | 7,855 |
Net Carrying Value | 166,601 | 168,723 |
Franchise agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Amount | 24,839 | 24,839 |
Accumulated Amortization | 4,583 | 3,696 |
Net Carrying Value | 20,256 | 21,143 |
Trade names / trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Amount | 143,750 | 143,750 |
Accumulated Amortization | 4,418 | 3,220 |
Net Carrying Value | 139,332 | 140,530 |
Liquor license | ||
Finite Lived Intangible Assets [Line Items] | ||
Amount | 6,678 | 6,678 |
Accumulated Amortization | 0 | 0 |
Net Carrying Value | 6,678 | 6,678 |
License agreement | ||
Finite Lived Intangible Assets [Line Items] | ||
Amount | 1,177 | 1,176 |
Accumulated Amortization | 960 | 925 |
Net Carrying Value | 217 | 251 |
VegeFi product | ||
Finite Lived Intangible Assets [Line Items] | ||
Amount | 135 | 135 |
Accumulated Amortization | 17 | 14 |
Net Carrying Value | $ 118 | $ 121 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 2,100,000 | $ 1,800,000 |
Intangible Assets - Summary o_2
Intangible Assets - Summary of Components of Related Amortization Expense (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Amortization Expense For Intangible Assets Over The Next Five Years | |
Remainder of 2022 | $ 6,368 |
2023 | 8,467 |
2024 | 8,353 |
2025 | 8,353 |
2026 | 8,353 |
Thereafter | 120,029 |
Total | $ 159,923 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Nov. 03, 2021 | |
Business Acquisition [Line Items] | ||
Revenue | $ 28.7 | |
Net loss | $ 3.4 | |
Hot Air, Inc. | ||
Business Acquisition [Line Items] | ||
Percentage of shares acquired | 100.00% |
Acquisitions - Goodwill (Detail
Acquisitions - Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill [Roll Forward] | |
Goodwill at beginning of period | $ 98,000 |
Goodwill at end of period | 98,218 |
BurgerFi International, LLC | |
Goodwill [Roll Forward] | |
Goodwill at beginning of period | 80,495 |
Adjustments to other current liabilities (measurement period adjustments) | 218 |
Goodwill at end of period | $ 80,713 |
Related Party Transactions (Det
Related Party Transactions (Details) | Jan. 03, 2022shares | Oct. 21, 2020 | Apr. 30, 2021USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Jul. 31, 2022ft² | Feb. 22, 2022ft² | Dec. 31, 2021USD ($) | Jan. 01, 2020 |
Related Party Transaction [Line Items] | |||||||||
Due from related companies | $ 0 | $ 0 | |||||||
Lease term | 10 years | ||||||||
Term of possession of premises to tenant | 180 days | ||||||||
Operating lease, expense | 8,000 | $ 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 | 100,000 | 100,000 | |||||||
Area of real estate property | ft² | 16,500 | ||||||||
Affiliated Entity | Entity Under Common Ownership With Significant Shareholder | Forecast | |||||||||
Related Party Transaction [Line Items] | |||||||||
Area of real estate property | ft² | 18,500 | ||||||||
Affiliated Entity | Consultant | Restricted Stock Units (RSUs) | Strategic Advisory Services | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share-based compensation | 200,000 | ||||||||
Chief Operating Officer | Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares granted (in shares) | shares | 37,959 | ||||||||
Royalty | |||||||||
Related Party Transaction [Line Items] | |||||||||
Royalty revenue received from franchisees | $ 100,000 | $ 100,000 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Mar. 28, 2022USD ($) | Aug. 11, 2021USD ($)claim | May 21, 2021USD ($) | Dec. 01, 2019USD ($) | Feb. 29, 2020USD ($) | Apr. 30, 2016USD ($) | Mar. 31, 2022USD ($)claim | Mar. 31, 2021USD ($) | Apr. 30, 2020USD ($)Deposit | Mar. 11, 2022USD ($) | Dec. 31, 2021USD ($) |
Commitments And Contingencies [Line Items] | |||||||||||
Occupancy and related expenses | $ 3,834,000 | $ 773,000 | |||||||||
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 | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Loss contingency, damages sought | $ 26,000,000 | ||||||||||
Pending Litigation | John Rosatti, as Trustee of the John Rosatti Revocable Trust v. BurgerFi International, Inc | |||||||||||
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 |
Redeemable Preferred Stock (Det
Redeemable Preferred Stock (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Other Liabilities Disclosure [Abstract] | |
Fair value adjustment of mandatorily redeemable preferred stock interest expense | $ 0.9 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 71,122,000 | $ 71,135,000 |
Notes payable | 687,000 | 706,000 |
Other notes payable, no recourse to the general credit of the Company | 168,000 | 168,000 |
Debt Instrument, Unamortized Discount | (1,148,000) | (1,276,000) |
Less: Unamortized debt issuance costs | (1,155,000) | (1,007,000) |
Total Debt, net | 68,819,000 | 68,852,000 |
Less: Short-term borrowings, including finance leases | (3,471,000) | (3,331,000) |
Total Long-term borrowings, including finance leases and related party note | 65,348,000 | 65,521,000 |
Related party note | ||
Debt Instrument [Line Items] | ||
Loans payable | 10,000,000 | 10,000,000 |
Finance lease liability | ||
Debt Instrument [Line Items] | ||
Loans payable | 819,000 | 0 |
Term loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 56,948,000 | 57,761,000 |
Revolving line of credit | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 2,500,000 | $ 2,500,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 09, 2022 | Nov. 03, 2021 | |
Debt Instrument [Line Items] | ||||
Amortization of debt discount | $ 200,000 | |||
Interest expense on debt | 2,100,000 | $ 8,000 | ||
Amortization of debt discount | 100,000 | |||
Fair value adjustment of mandatorily redeemable preferred stock interest expense | 900,000 | |||
Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 71,800,000 | |||
Related party note | 10,000,000 | |||
Incremental deferred interest, annual percentage | 2.00% | |||
Amortization of debt discount | $ 200,000 | |||
Credit Agreement | Repayment on or Prior to December 31, 2022 | ||||
Debt Instrument [Line Items] | ||||
Deferred interest due | 0.00% | |||
Credit Agreement | 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 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax rate | 0.80% | 9.50% |
Unrecognized tax benefits | $ 0.7 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Jan. 03, 2022shares | Dec. 31, 2021USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock, shares authorized (in shares) | 100,000,000 | |||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | |||
Common stock, shares, outstanding (in shares) | 22,042,583 | 21,303,500 | ||
Issuance of common stock (in shares) | 22,042,583 | 21,303,500 | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | |||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | |||
Preferred stock, shares outstanding (in shares) | 2,120,000 | 2,120,000 | ||
Warrants outstanding (in shares) | 15,063,800 | |||
Warrants exercise price (in dollars per share) | $ / shares | $ 11.50 | |||
UPO units that are exercisable (in shares) | 75,000 | |||
Warrant liability | $ | $ 3,240 | $ 2,706 | ||
Additional shares issued (in shares) | 1,065,175 | |||
Employee benefits and share-based compensation | $ | $ 7,400 | |||
Measurement Input, Share Price | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Warrants, measurement input | $ / shares | 4.17 | 5.67 | ||
2020 Omnibus Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common shares available for future grants (in shares) | 410,000 | 35,000 | ||
Restricted Stock Units (RSUs) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Employee benefits and share-based compensation | $ | $ 3,600 | $ 500 | ||
Unrecognized compensation cost | $ | $ 16,600 | |||
Unrecognized stock-based compensation expense, weighted-average recognition period | 2 years 11 months 15 days | |||
Stock Grants | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Employee benefits and share-based compensation | $ | $ 3,800 | |||
Market Condition | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ | $ 1,300 | |||
Unrecognized stock-based compensation expense, weighted-average recognition period | 1 year 6 months | |||
Share-based compensation | $ | $ 400 | 200 | ||
Performance Condition | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation | $ | 2,900 | |||
Share-based payment arrangement, additional expense due to modifications | $ | 400 | |||
Service Condition | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation | $ | $ 500 | $ 200 | ||
Public Warrants | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Warrants outstanding (in shares) | 11,468,800 | |||
Private Placement | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Warrants outstanding (in shares) | 3,000,000 | |||
Private Warrants | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Warrants outstanding (in shares) | 445,000 | |||
Warrants exercise price (in dollars per share) | $ / shares | $ 0.90 | $ 0.75 | ||
Working Capital Warrants | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Warrants outstanding (in shares) | 150,000 | |||
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 - Warrants
Stockholders' Equity - Warrants (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Warrant Liability [Roll Forward] | ||
Liability at December 31, 2021 | $ 2,706 | |
Loss on change in value of warrant liability | 534 | $ 4,946 |
Liability at March 31, 2022 | $ 3,240 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Activity of Restricted Stock Units (Details) - Restricted Stock Units (RSUs) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Number of Restricted Stock Units | |
Non-vested, beginning balance (in shares) | shares | 1,783,698 |
Granted (in shares) | shares | 377,847 |
Vested (in shares) | shares | (83,750) |
Forfeited (in shares) | shares | (142,120) |
Non-vested, ending balance (in shares) | shares | 1,935,675 |
Weighted Average Grant Date Fair Value | |
Non-vested, beginning balance (in dollars per share) | $ / shares | $ 14.18 |
Granted (in dollars per share) | $ / shares | 3.34 |
Vested (in dollars per share) | $ / shares | 13.30 |
Forfeited (in dollars per share) | $ / shares | 9.04 |
Non-vested, ending balance (in dollars per share) | $ / shares | $ 13.07 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Input Variables (Details) - Performance Condition | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 1.00% | |
Expected life in years | 3 years | |
Expected volatility | 65.90% | 65.90% |
Expected dividend yield | 0.00% | 0.00% |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 0.40% | |
Expected life in years | 7 months 6 days | |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 1.20% | |
Expected life in years | 3 years 2 months 12 days |
Stockholders' Equity - Activity
Stockholders' Equity - Activity of the Restricted Stock Units During 2021 by Award Type (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Performance Condition | |
Restricted Stock Units | |
Non-vested, beginning balance (in shares) | shares | 1,251,698 |
Granted (in shares) | shares | 132,000 |
Vested (in shares) | shares | (8,750) |
Forfeited (in shares) | shares | (97,120) |
Non-vested, ending balance (in shares) | shares | 1,277,828 |
Weighted Average Grant Date Fair Value | |
Non-vested, beginning balance (in dollars per share) | $ / shares | $ 15.15 |
Granted (in dollars per share) | $ / shares | 5.41 |
Vested (in dollars per share) | $ / shares | 10.66 |
Forfeited (in dollars per share) | $ / shares | 14.32 |
Non-vested, ending balance (in dollars per share) | $ / shares | $ 14.23 |
Service Condition | |
Restricted Stock Units | |
Non-vested, beginning balance (in shares) | shares | 252,000 |
Granted (in shares) | shares | 115,847 |
Vested (in shares) | shares | (60,000) |
Forfeited (in shares) | shares | 0 |
Non-vested, ending balance (in shares) | shares | 307,847 |
Weighted Average Grant Date Fair Value | |
Non-vested, beginning balance (in dollars per share) | $ / shares | $ 15.79 |
Granted (in dollars per share) | $ / shares | 6.26 |
Vested (in dollars per share) | $ / shares | 15.78 |
Forfeited (in dollars per share) | $ / shares | 0 |
Non-vested, ending balance (in dollars per share) | $ / shares | $ 14.27 |
Market Condition | |
Restricted Stock Units | |
Non-vested, beginning balance (in shares) | shares | 280,000 |
Granted (in shares) | shares | 130,000 |
Vested (in shares) | shares | (15,000) |
Forfeited (in shares) | shares | (45,000) |
Non-vested, ending balance (in shares) | shares | 350,000 |
Weighted Average Grant Date Fair Value | |
Non-vested, beginning balance (in dollars per share) | $ / shares | $ 8.42 |
Granted (in dollars per share) | $ / shares | 1.84 |
Vested (in dollars per share) | $ / shares | 4.96 |
Forfeited (in dollars per share) | $ / shares | 3.34 |
Non-vested, ending balance (in dollars per share) | $ / shares | $ 7.75 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value by Hierarchy (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Related party note | $ 8,852 | $ 8,724 |
Warrant liability | 3,240 | 2,706 |
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 | 0 |
Related party note | 0 | 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 | 48,470 | 47,525 |
Related party note | 8,852 | 8,724 |
Warrant liability | 0 | 0 |
Total | 57,322 | 56,249 |
Significant unobservable inputs (Level 3) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Redeemable preferred stock | 0 | 0 |
Related party note | 0 | 0 |
Warrant liability | 3,240 | 2,706 |
Total | $ 3,240 | $ 2,706 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Share price (in dollars per share) | $ 4.17 | $ 5.67 |
Warrants exercise price | 11.50 | |
Private Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants exercise price | $ 0.90 | $ 0.75 |
Fair Value Measurements - Black
Fair Value Measurements - Black Scholes Measurement Inputs (Details) | Mar. 31, 2022yr | Dec. 31, 2021yr |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.0241 | 0.0111 |
Expected life in years | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 3.72 | 4 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.621 | 0.418 |
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 |
Number of reportable segments | 2 | 1 |
Segment Information - Summary o
Segment Information - Summary of Financial Statement Data by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Revenue: | $ 44,933 | $ 10,930 |
Capital expenditures: | 693 | |
Depreciation and amortization: | 4,444 | 2,108 |
Pre-opening costs | 474 | 126 |
Interest expense: | 2,071 | 8 |
Net loss | (13,560) | $ (8,210) |
BurgerFi | ||
Segment Reporting Information [Line Items] | ||
Revenue: | 12,396 | |
Capital expenditures: | 368 | |
Depreciation and amortization: | 2,507 | |
Pre-opening costs | 474 | |
Interest expense: | 965 | |
Net loss | (12,960) | |
Anthony's | ||
Segment Reporting Information [Line Items] | ||
Revenue: | 32,537 | |
Capital expenditures: | 325 | |
Depreciation and amortization: | 1,937 | |
Pre-opening costs | 0 | |
Interest expense: | 1,106 | |
Net loss | $ (600) |
Segment Information - Assets by
Segment Information - Assets by Segment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 368,267 | $ 317,719 |
BurgerFi | ||
Segment Reporting Information [Line Items] | ||
Total assets | 173,834 | 161,675 |
Anthony's | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 194,433 | $ 156,044 |
Leases - Adjustments to Balance
Leases - Adjustments to Balance Sheet (Details) - USD ($) | Mar. 31, 2022 | Jan. 01, 2022 |
Lessor, Lease, Description [Line Items] | ||
Operating right-of-use asset, net | $ 55,918,000 | |
Finance right-of-use asset, net | 803,000 | |
Short-term operating lease liability | 9,562,000 | |
Short-term financing lease liability | 139,000 | |
Long-term operating lease liability | 46,834,000 | |
Long-term financing lease liability | $ 680,000 | |
Cumulative Effect, Period of Adoption, Adjustment | ||
Lessor, Lease, Description [Line Items] | ||
Prepaid expenses | $ (773,000) | |
Operating right-of-use asset, net | 57,385,000 | |
Finance right-of-use asset, net | 855,000 | |
Deferred rent | (900,000) | |
Short-term operating lease liability | 9,457,000 | |
Short-term financing lease liability | 143,000 | |
Long-term operating lease liability | 49,149,000 | |
Long-term financing lease liability | $ 712,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) - renewal | 3 Months Ended | |
Mar. 31, 2022 | Oct. 21, 2020 | |
Lessor, Lease, Description [Line Items] | ||
Lease term | 10 years | |
Minimum | ||
Lessor, Lease, Description [Line Items] | ||
Lease term | 10 years | |
Renewal term | 2 | |
Maximum | ||
Lessor, Lease, Description [Line Items] | ||
Lease term | 15 years | |
Operating lease renewal period | 5 years |
Leases - Summary of Finance and
Leases - Summary of Finance and Operating Lease Right-Of-Use Assets and Liabilities (Details) | Mar. 31, 2022USD ($) |
Leases [Abstract] | |
Operating right-of-use asset, net | $ 55,918,000 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | PROPERTY & EQUIPMENT, net |
Finance right-of-use asset, net | $ 803,000 |
Total right-of-use assets | 56,721,000 |
Short-term operating lease liability | 9,562,000 |
Long-term operating lease liability | $ 46,834,000 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Short-term borrowings, including finance leases |
Short-term financing lease liability | $ 139,000 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term borrowings, including finance leases |
Long-term financing lease liability | $ 680,000 |
Total lease liabilities | $ 57,215,000 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 3,251 |
Finance lease cost: | |
Amortization of right-of-use assets | 52 |
Interest on lease liabilities | 12 |
Less: Sublease income | (47) |
Total lease cost | $ 3,268 |
Leases - Lease Maturities (Deta
Leases - Lease Maturities (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Operating Leases | |
04/01/2022 - 12/31/2022 | $ 9,632 |
01/01/2023 - 12/31/2023 | 12,609 |
01/01/2024 - 12/31/2024 | 10,879 |
01/01/2025 - 12/31/2025 | 9,375 |
01/01/2026 - 12/31/2026 | 7,560 |
Thereafter | 22,247 |
Total undiscounted lease payments | 72,302 |
Less: present value adjustment | 15,972 |
Total net lease liabilities | 56,330 |
Finance Leases | |
04/01/2022 - 12/31/2022 | 141 |
01/01/2023 - 12/31/2023 | 160 |
01/01/2024 - 12/31/2024 | 144 |
01/01/2025 - 12/31/2025 | 130 |
01/01/2026 - 12/31/2026 | 120 |
Thereafter | 295 |
Total undiscounted lease payments | 990 |
Less: present value adjustment | 171 |
Total net lease liabilities | $ 819 |
Leases - Lease Terms and Discou
Leases - Lease Terms and Discount Rates (Details) | Mar. 31, 2022 |
Weighted-average remaining lease term | |
Operating leases | 6 years 7 months 6 days |
Finance leases | 6 years 7 months 6 days |
Weighted-average discount rate | |
Operating leases | 6.00% |
Finance leases | 6.00% |